Chương VII Luật doanh nghiệp 2014: Doanh nghiệp tư nhân

Chapter VII

SOLE PROPRIETORSHIPS

Article 183. Sole proprietorships

1. A sole proprietorship is a enterprise owned by an individual who is responsible for its operation with all of his/her property.

2. Sole proprietorships must not issue any kind of shares.

3. Each individual may establish only one sole proprietorship. The owner of a sole proprietorship must not concurrently be a household business owner or partner of a partnership.

4. Sole proprietorships must not contribute capital to establishment, buy shares or stakes in partnerships, limited liability companies, or joint-stock companies.

Article 184. Owner’s capital

1. Capital of owner of a sole proprietorship is registered by the owner himself/herself. The sole proprietorship owner must register the exact amount of capital in VND, a convertible currency, gold, or other assets; if capital is in the form of other assets, the type, quantity, and remaining value of each type of assets must be specified.

2. All capital and assets, including loan capital and leased assets used for the company’s business operation, must be recorded in the company’s accounting books and financial statements as prescribed by law.

3. During the operation, the owner of the sole proprietorship may increase or increase his/her capital investment in the company’s business operation. The increase or decrease in the owner’s capital must be recorded in accounting books. If the decreased capital falls below the registered capital, the owner may only decrease capital after registering with the business registration authority.

Article 185. Business management

1. The owner of the sole proprietorship has the absolute discretion as to the company’s business operation, the use of post-tax profit, and shall fulfill other financial obligations as prescribed by law.

2. The owner may directly or hire another person to manage the business operation. When hiring another person as the Director, the owner is still responsible for every business operation of the company.

3. The owner shall be the plaintiff, defendant, or person with related rights/obligations before the arbitral tribunal or the court in the disputes over the company.

4. The owner of the sole proprietorship is the company’s legal representative.

Article 186. Company leasing

The owner of the sole proprietorship is entitled to lease out his/her entire company, provided a written notification enclosed with a notarized copy of the lease contract is sent to the business registration authority and tax authority within 03 working days from the day effective date of the lease contract. In this case, the sole proprietorship’s owner is still legally responsible as the enterprise’s owner. The rights and obligations or the owner and the lessee to the company’s business operation shall be specified in the lease contract.

Article 187. Selling company

1. The sole proprietorship’s owner is entitled to sell his/her company to another person.

2. After selling the company, the sole proprietorship’s owner is still responsible for the company’s debts and other liabilities which are incurred before the handover date, unless otherwise agreed among the buyer, the seller, and the creditors.

3. The buyer and seller shall comply with regulations of law on labor.

4. The buyer shall register a change of the sole proprietorship’s owner in accordance with this Law.