Chương III Luật Doanh nghiệp 2020: Công ty trách nhiệm hữu hạn

Chapter III

LIMITED LIABILITY COMPANIES

Section 1. MULTI-MEMBER LIMITED LIABILITY COMPANIES

Article 46. Multi-member limited liability companies

1. A multiple-member limited liability company means an enterprise that has 02 – 50 members that are organizations or individuals. A member’s liability for the enterprise’s debts and other liabilities shall be equal to the amount of capital that member contributed to the enterprise, except for the cases specified in Clause 4 Article 47 of this Law. The member’s stake (contributed capital) may only be transferred in accordance with Articles 51, 52 and 53 of this Law.

2. A multiple-member limited liability company has the status of a juridical person from the day on which the Certificate of Enterprise Registration is issued.

3. Multiple-member limited liability companies must not issue shares except for equitization.

4. Multiple-member limited liability companies may issue bonds in accordance with this Law and relevant laws; private placement of bonds shall comply with Article 128 and Article 129 of this Law.

Article 47. Capital contribution to establish the company and issuance of the certificate of capital contribution

1. The initially registered charter capital of a multiple-member limited liability company is the total capital contributed or promised by the members and shall be written in company's charter.

2. The members shall contribute sufficient and correct assets as promised when applying for enterprise registration within 90 days from the issuance date of the Certificate of Enterprise Registration, excluding the time needed to transport or import the contributed assets and for completing ownership transfer procedures.  During this period, the members shall have rights and obligations that are proportional to their promised contribution. The members may only contribute assets that are different from the promised ones if the change is approved by more than 50% of the remaining members.

3. In case a member fails to contribute or fully contribute capital as promised by the expiration of the period mentioned in Clause 2 of this Article:

a) The member that has not contributed capital at all is obviously no longer a member of the company;

b) The member that has not fully contributed capital will have the rights that are proportional to the contributed capital;

c) The right to contribute the missing capital will be sold under a resolution or decision of the Board of Members.

4. In the cases mentioned in Clause 3 of this Article, the company shall register the change in charter capital and the members’ holdings within 30 days from the deadline for contributing capital specified in Clause 2 of this Article. The members who fail to contribute or fully contribute capital shall be responsible for the financial obligations incurred by the company during the period before the company registers the change in charter capital and the members’ holdings in proportion to their promised contributions.

5. In the cases specified in Clause 2 of this Article, the capital contributor will become the company’s member from the day on which capital is fully contributed and information about the capital contributor prescribed Points b, c, dd Clause 2 Article 48 of this Law has been fully recorded in the member register. On that day, the company shall issue the capital contribution certificate to the member.

6. The capital contribution certificate shall contain the following information:

a) The company’s name, EID number, headquarter address;

b) The company’s charter capital;

c) Full name, signature, mailing address, nationality and legal document number if the member is an individual; EID number or legal document number, headquarters address if the member is an organization;

d) The capital contributed and the member’s holding;

dd) The number and date of issuance of the certificate of capital contribution;

e) Full names and signatures of the company’s legal representatives.

7. In case the capital contribution certificate is lost or damaged, the member will be reissued with another certificate following the procedures specified in the company's charter.

Article 48. Member register

1. The company shall make a member register upon issuance of the Certificate of Enterprise Registration. The member register can be physical or electronic and shall contain information about the members’ holdings.

2. A member register shall contain the following information:

a) The company’s name, EID number, headquarter address;

b) Full name, signature, mailing address, nationality and legal document numbers of members that are individuals; names, EID numbers or legal document numbers and headquarters addresses of members that are organizations;

c) Stakes, holdings, contribution time, types of contributed assets, quantity and value of each type of contributed assets of each member;

d) Signatures of members that are individuals and of legal representatives of members that are organizations;

dd) The number and date of issuance of the certificate of capital contribution of each member.

3. The company shall update changes to members in the member register as requested by relevant members in accordance with company's charter.

4. The member register shall be retained at the company’s headquarters.

Article 49. Rights of members of the Board of Members

1. A member of the Board of Members has the rights to:

a) Participate in meetings of the Board of Members; discuss, propose, vote on the issues within the jurisdiction of the Board of Members;

b) Have a number of votes that are proportional to the member’s holding, except for the cases specified in Clause 2 Article 47 of this Law;

c) Receive profit in proportion to the member’s holding after the company has fully paid taxes and fulfilled other financial obligations prescribed by law;

d) Receive part of the remaining assets in proportion to the member’s holding when the company is dissolved or goes bankrupt;

dd) Be given priority to contribute more capital when the company increases its charter capital;

e) Transfer, give away or otherwise dispose of the member’s own stake in accordance with regulations of law and the company's charter;

g) File lawsuits in their own name of in the company’s name against the President of the Board of Members, the Director/General Director, other executives, legal representatives in accordance with Article 72 of this Law;

h) Other rights prescribed by this Law and the company's charter.

2. In addition to the rights specified in Clause 1 of this Article, a group of members that hold at least 10% of the charter capital (or a smaller ratio prescribed by the company's charter or in the cases specified in Clause 3 of this Article) also has the rights to:

a) Demand meetings of the Board of Members be convened to resolve issues within its jurisdiction;

b) Inspect, access logbooks and monitor transactions, accounting books and annual financial statements;

c) Inspect, access, make photocopies of the member register, meeting minutes, resolutions Decree decisions of the Board of Members and other documents of the company;

d) Request the Court to invalidate the resolution or decision of the Board of Members within 90 days from the end of its meeting if the meeting procedures or contents of the resolution or decision are not fully followed or contradict regulations of this Law and the company's charter.

3. In case a member holds more than 90% of the charter capital and the company's charter does not provide for any smaller ratio as prescribed in Clause 2 of this Article, the group of remaining members obviously have the rights specified in Clause 2 of this Article.

Article 50. Obligations of members of the Board of Members

1. Fully and punctually contribute capital as promised; take on a liability for the company’s debts and liabilities which is equal to the contributed capital, except for the cases specified in Clause 2 and Clause 4 Article 47 of this Law.

2. Do not withdraw capital from the company in any shape or form; except for the cases specified in Articles 51, 52, 53 and 68 of this Law.

3. Comply with the company's charter.

4. Implement the resolutions and decisions of the Board of Members.

5. Take personal responsibility when performing the following actions in the name of the company:

a) Violations of law;

b) Business operations or transactions that do not serve the company’s interests and cause damage to others;

c) Pay debts before they are due while the company is facing financial risks.

6. Other obligations prescribed by law.

Article 51. Repurchase of stakes

1. A member is entitled to request the company to repurchase that member’s stake if that member has voted against a resolution or decision of the Board of Members on the following issues:

a) Amendments to regulations of the company's charter on rights and obligations of members and the Board of Members;

b) Reorganization of the company;

c) Other issues prescribed by the company's charter.

2. A written request for stake repurchase shall be sent to the company within 15 days from the day on which the resolution or decision mentioned in Clause 1 of this Article is ratified.

3. Within 15 days from the day on which the request mentioned in Clause 1 of this Article is received, the company shall repurchase that member’s stake at market value or at a value determined in accordance with the company's charter, unless another value is agreed upon by both parties. The payment shall only be made if the company is still able to pay its debts and other liabilities afterwards.

4. In case the company is not able to pay for the repurchase of the stake as requested, the member is entitled to sell the stake to another member or a non-member.

Article 52. Transfer of stakes

1. Except for the cases specified in Clause 4 Article 51, Clause 6 and Clause 7 Article 53 of this Law, a member of a multiple-member limited liability company is entitled to transfer part or all of their stake to another person as follows:

a) Offer the stake to other members in proportion to their holdings under the same conditions;

b) Transfer the stake under the same conditions as those applied to other members mentioned in Point a of this Clause to a non-member if the other members do not purchase or fully purchase the stake within 30 days from the first day of offering.

2. The transferor still has the rights and obligations to the company in proportion to the stake until information about the buyer mentioned in Point b, c and dd Clause 2 Article 48 of this Law is fully recorded in the member register.

3. In case only one member remains after transfer or change of the members’ stakes, the company shall be converted into a single-member limited liability company and apply for change of enterprise registration information within 15 days from the day on which the transfer is complete.

Article 53. Settlement of stakes in some special cases

1. In case of the death of a member that is an individual, his/her heir at law or designated by a will shall become a member of the company.

2. In case a member that is an individual is declared missing by the Court, his/her rights and obligations shall be performed through his/her asset manager as prescribed by civil laws.

3. In case a member that is an individual is incapacitated, has limited legal capacity or has difficulty controlling his/her behaviors, his/her rights and obligations shall be performed through his/her representative.

4. A member’s stake shall be transferred or repurchased by the company in accordance with Article 51 and Article 52 of this Law in the following cases:

a) The member’s heir does not wish to become a member;

b) The beneficiary mentioned in Clause 6 of this Article is not accepted as a member by the Board of Members;

c) The member that is an organization is dissolved or goes bankrupt.

5. In case a member that is an individual dies without an heir or the heir refuses the inheritance or is disinherited, the stake shall be settled in accordance with civil laws.

6. In case a member gives away part or all of his/her stake to another person, the beneficiary will become a member of the company in the following cases:

a) If the beneficiary is a lawful heir as prescribed by the Civil Code, he/she is obviously a member of the company;

b) If the beneficiary is not a lawful heir mentioned in Point a of this Clause, he/she will only become a member if it is accepted by the Board of Members.

7. In case a member uses that member’s stake to pay debt, the beneficiary may:

b) become a member of the company if it is accepted by the Board of Members;

b) Offer and sell the stake in accordance with Article 52 of this Law.

8. In case a member that is an individual is being kept in temporary detention, serving an imprisonment sentence, serving an administrative penalty in a correctional institution or rehabilitation center, he/she shall authorize another person to perform some or all of his/her rights and obligations to the company.

9. A member that is an individual and is banned by the court to do certain jobs must not do those jobs at the company; A member that is a juridical person and is banned by the court from certain business lines must suspend or stop business operation in those business lines.

Article 54. Organizational structure

1. A multiple-member limited liability company shall have a Board of Members, President of the Board of Members, Director/General Director.

2. A state-owned multiple-member limited liability company prescribed in Point b Clause 1 Article 88 of this Law and each subsidiary company of a state-owned enterprise prescribed in Clause 1 Article 88 of this Law shall have a Board of Controllers. The establishment of the Board of Controllers in other companies shall be decided by themselves.

3. A company shall have at least one legal representative who holds the title of President of the Board of Members, Director/General Director. Unless otherwise prescribed by the company's charter, the President of the Board of Members shall be the company’s legal representative.

Article 55. The Board of Members

1. The Board of Members is the supreme governing body of the company, consists of all members that are individuals and authorized representatives of members that are organizations. The company's charter shall specify the frequency of meetings of the Board of Members but at least one meeting shall be held per year.

2. The Board of Members has the following rights and obligations:

a) Decide the company’s annual business plan and development strategy;

b) Decide increase or decrease in charter capital, time and method for raising more capital; issuance of bonds;

c) Decide investments in the company’s development projects; solutions for market development, marketing and technology transfer;

d) Approve contracts for borrowing, lending, sale of assets and other contracts prescribed by the company's charter  whose value are at least 50% of the total assets written in the latest financial statement (or a smaller ratio or value specified in the company's charter);

dd) Elect, dismiss the President of the Board of Members; designate, dismiss, sign and terminate contracts with the Director/General Director, chief accountant, controllers and other executives specified in the company's charter;

e) Decide the salaries, remunerations, bonuses and other benefits of the President of the Board of Members, Director/General Director, chief accountant, controllers and other executives specified in the company's charter;

g) Ratify annual financial statements, plans for use and distribution of profits or settlement of losses;

h) Decide the company’s organizational structure;

i) Decide establishment of subsidiary companies, branches and representative offices;

k) Revise the company's charter;

l) Decide reorganization of the company;

m) Decide dissolution or file bankruptcy of the company;

n) Other rights and obligations prescribed by Law and the company's charter.

Article 56. President of the Board of Members

1. The Board of Members shall elect a member as the President, who may concurrently hold the position of Director/General Director of the company.

2. The President of the Board of Members has the following rights and obligations:

a) Plan the activities of the Board of Members;

b) Draw up agenda and prepare documents for meetings or surveys of the Board of Members;

c) Convene and chair meetings of the Board of Members or organize surveys of the Board of Members;

d) Supervise or organize supervision of the implementation of resolutions and decisions of the Board of Members;

dd) Sign resolutions and decisions of the Board of Members on its behalf;

e) Other rights and obligations prescribed by Law and the company's charter.

3. The term of office of the President of the Board of Members shall be specified in the company's charter bust must not exceed 05 years and has no term limit.

4. In case the President of the Board of Members is not present or not able to perform his tasks, he/she shall authorize another member in writing to perform the rights and obligations of the President of the Board of Members in accordance with the company's charter. In case no member is authorized or the President is dead, missing, detained, serving an imprisonment sentence, serving an administrative penalty in a correctional institution or rehabilitation center, making a getaway; has limited legal capacity or is incapacitated, has difficulty controlling his/her behavior, is prohibited by the court from holding certain positions or doing certain works, one of the Board of Members shall convene a meeting with the remaining members to elect one of them as the interim President under the majority rule until a new decision is issued by the Board of Members.

Article 57. Convening meetings of the Board of Members

1. Meetings of the Board of Members shall be convened by the President of the Board of Members or at the request of the member or group of members prescribed in Clause 2 and Clause 3 Article 49 of this Law. In case the President of the Board of Members does not convene a meeting as requested by the aforementioned member of group of members within 15 days from the day on which the request is received, the member of group of members may convene the meeting themselves. Reasonable costs of convening and conducting meetings of the Board of Members shall be reimbursed by the company.

2. The President of the Board of Members or the person that convenes the meeting shall draw up the meeting agenda and prepare meting document; convene and chair the meeting. Members are entitled to propose additional contents to the meeting agenda in writing. Such a written proposal shall contain the following information:

a) Full name, signature, mailing address, nationality and legal document number if the member is an individual; EID number or legal document number and headquarters address if the member is an organization; full name and signature of the proposing member or the proposing member’s authorized representative;

b) The member’s holding, number and date of issuance of the certificate of capital contribution;

c) The proposed contents;

d) Reasons for proposal.

3. The President of the Board of Members or the person that convenes the meeting shall accept a proposal that contains adequate information as prescribed in Clause 2 of this Article and is sent to the company’s headquarters at least 01 working day before the meeting date. In case a proposal is put forward right before the beginning of the meeting, it may be accepted if it is accepted the majority of the participants.

4. Invitations to a meeting of the Board of Members can be sent physically, by phone, fax, electronically or by other methods prescribed by the company's charter to each member of the Board of Members. The invitation shall specify the time, location and agenda of the meeting.

5. The meeting agenda and documents shall be sent to members before the meeting date. Documents about revisions of the company's charter, ratification of the company’s development strategy, annual financial statements, reorganization or dissolution shall be sent to the members at least 07 working days before the meeting date. The deadlines for sending other documents shall be specified in the company's charter.

6. Unless otherwise prescribed by the company's charter, a request to convene a meeting of the Board of Members mentioned in Clause 1 of this Article shall be made in writing and contain the following information:

a) Full name, signature, mailing address, nationality and legal document numbers of members that are individuals; names, EID numbers or legal document numbers and headquarters addresses of members that are organizations; each member’s holding, number and issuance date of each member’s capital contribution certificate;

b) Reasons for convening the meeting and issues that need resolving;

c) The draft agenda;

d) Full names and signatures of the requesting members or their authorized representatives.

7. In case the request does not contain adequate information as prescribed in Clause 6 of this Article, the President of the Board of Members shall send a written rejection to the requesting member(s) within 07 working days from the day on which the request is received. If the request is valid, the President of the Board of Members shall convene the meeting within 15 days from the day on which the request is received.

8. In case the President of the Board of Members fails to convene the meeting as prescribed in Clause 7 of this Article, he/she shall be personally responsible for the damage incurred by the company and relevant members.

Article 58. Conditions and procedures for conducting meetings of the Board of Members

1. The meeting shall be conducted when it is participated by a number of members that hold at least 65% of charter capital; a specific ratio shall be specified in the company's charter.

2. In case the conditions for conducting a meeting specified in Clause 1 of this Article are not fulfilled and the company's charter does not provide for this situation otherwise:

a) The invitation to the second meeting shall be sent within 15 days from the first meeting date. The second meeting shall be when it is participated by a number of shareholders that hold at least 50% of charter capital;

b) In case the conditions for conducting the second meeting prescribed in Point a of this Clause are not fulfilled, the invitation to the third meeting shall be sent within 10 days from the second meeting date. The third meeting shall be conducted regardless of the number of charter capital held by the participants.

3. Members and their authorized representatives shall participate in and vote at meetings of the Board of Members. The procedures for conducting meetings of the Board of Members and voting methods shall be specified in the company's charter.

4. In case the duration of a meeting is longer than expected, it may be extended but must not exceed 30 days from its opening date.

Article 59. Resolutions and decisions of the Board of Members

1. The Board of Members shall ratify its resolution and decisions by voting at the meeting, questionnaire survey or another method specified in the company's charter.

2. Unless otherwise prescribed by the company's charter, a decision on one of the following issues shall be voted on at the meeting:

a) Revisions to the company's charter;

b) Orientation for development of the company;

c) Election, dismissal of the President of the Board of Members; designation, dismissal of the Director/General Director;

d) Ratification of the annual financial statement;

dd) Reorganization or dissolution of the company.

3. Unless otherwise prescribed by the company's charter, a resolution or decision of the Board of Members will be ratified at the meeting if:

a) It is voted for by a number of participants that hold at least 65% of the total stakes of all participants, except the case in Point b of this Clause;

b) It is a resolution or decision to sell assets whose value is at least 50% of the total assets written in the latest financial statement (or a smaller ratio or value specified in the company's charter), a resolution or decision on revisions to the company's charter, reorganization or dissolution of the company, and is voted for by a number of participants that hold at least 75% of the total stakes of all participants.

4. It will be considered that a member participates in and votes at the meeting of the Board of Members in the following cases:

a) The member directly participates in and votes at the meeting;

b) The member authorizes another person to participate in and vote at the meeting;

c) The member participates and votes online or through other electronic methods;

d) The member sends the votes to the meeting by post, fax or email.

5. In case of questionnaire survey, a resolution or decision will be ratified when it is voted for by a number of members that hold at least 65% of charter capital (a specific ratio shall be specified in the company's charter).

Article 60. Minutes of meetings of the Board of Members

1. Minutes of every meeting the Board of Members shall be taken. Audio recording or electronic forms are optional.

2. The minutes shall be ratified right before the meeting ends and contain the following information:

a) Time, location, purposes and agenda of the meeting;

b) Full names, holdings, numbers and dates of issues of capital contribution certificates of participating members and their authorized representatives; full name, stakes, numbers and dates of issues of capital contribution certificates of non-participating members and their authorized representatives;

c) The issues that are discussed and voted on; summaries of the members’ comments on each issue;

d) Quantities of valid votes, invalid votes, affirmative votes, negative votes and abstentions on each issue;

dd) Ratified decisions and corresponding ratio of affirmative votes;

e) Full names, signatures and comments of participants who disagree with the ratification of the minutes (if any);

g) Full names, signatures of the minute taker and the chair of the meeting, except the case in Clause 3 of this Article.

3. In case the chair and the minute taker refuse to sign the minutes, they will be effective if they are signed by the other members of the Board of Members and contain all information prescribed in Points a, b, c, d, dd and e Clause 2 of this Article. The minutes shall clearly state the reasons why the chair and the minute taker refuse to sign them. The persons who sign the minutes are jointly responsible for the accuracy and truthfulness of the minutes.

Article 61. Procedures for ratification of resolutions and decisions of the Board of Members by questionnaire survey

Unless otherwise prescribed by the company's charter, a questionnaire survey on ratification of resolutions or decisions of the Board of Members shall be carried out as follows:

1. The President of the Board of Members shall decide to carry out a questionnaire survey on ratification of resolutions and decisions within its jurisdiction;

2. The President of the Board of Members organize the drafting and sending of reports on the issues, the resolution or decision and questionnaires to members of the Board of Members;

3. A questionnaire shall contain:

a) The company’s name, EID number, headquarter address;

b) Full name, signature, mailing address, nationality and legal document numbers of individuals; the members’ holdings;

c) The issue that needs voting, options including affirmative, negative and abstentions;

d) The deadline for submission of the answered questionnaire;

dd) Full name and signature of the President of the Board of Members;

4. An answered questionnaire that contains adequate information, bears the member’s signature and sent to the company by the deadline is considered valid. The President of the Board of Members organize the vote counting, preparation of a report and notification of the vote counting result to the members within 07 working days from the deadline for submission of answered questionnaires. The report on vote counting result has the same value as the minutes the meeting of the Board of Members and shall contain the following information:

a) The survey issue and purposes;

b) Full names, holdings, numbers and dates of issue of capital contribution certificates of members that submitted their answered questionnaires; and their authorized representatives; Full names, holdings, numbers and dates of issue of capital contribution certificates of members whose questionnaires are not submitted or invalid;

c) The issues that are voted on; summaries of the members’ comments on each issue (if any);

d) The numbers of valid, invalid, unsubmitted questionnaires; numbers of valid questionnaires that contain affirmative votes negative votes and abstentions on each issue;

dd) The ratified resolutions and/or decisions and corresponding ratio of affirmative votes;

e) Full names and signatures of the vote counters and the President of the Board of Members, who are jointly responsible for the legitimacy, accuracy and truthfulness of the vote counting report.

Article 62. Effect of resolutions and decisions of the Board of Members

1. Unless otherwise prescribed by the company's charter, a resolution or decision of the Board of Members shall take effect from the day on which it is ratified on one the effective date specified therein.

2. A resolution or decision that is ratified with 100% of total charter capital shall be lawful and effective even if the procedures for ratification of such resolution or decision are not followed.

3. In case a member or group of members requests the court or an arbitral tribunal to invalidate a ratified resolution or decision, it will remain effective as prescribed in Clause 1 of this Article until the court or an arbitral tribunal issues a decision to invalidate it, except for the cases in which temporary emergency measures have to be implemented under decision of a competent authority.

Article 63. The Director/General Director

1. The Director/General Director is the person who manages the company’s everyday busines operation and is responsible to the Board of Members for his/her performance.

2. The Director/General Director has the following rights and obligations:

a) Organize the implementation of resolutions and decisions of the Board of Members;

b) Decide everyday operating issues of the company;

c) Organize implementation of the company’s busines plans and investment plans;

d) Issue the company’s rules and regulations unless otherwise prescribed by the company's charter;

dd) Designate, dismiss the company’s executives, except those within jurisdiction of the Board of Members;

e) Enter into contracts on behalf of the company, except those within jurisdiction of the President of the Board of Members;

g) Propose the company’s organizational structure;

g) Submit annual financial statements to the Board of Members;

i) Propose plans for use and distribution of profits or settlement of business losses;

k) Recruit employees;

l) Other rights and obligations specified in the company's charter, resolution and decisions of the Board of Members, and his/her employment contract.

Article 64. Requirements for holding the position of Director/General Director

A person may hold the position of Director/General Director if he/she:

1. Is not in one of the persons specified in Clause 2 Article 17 of this Law.

2. Has professional qualifications and experience of busines administration and satisfies other conditions specified in the company's charter.

3. If the company is a state-owned enterprise prescribed in Point b Clause 1 Article 88 of this Law or a subsidiary company of a state-owned enterprise prescribed in Clause 1 Article 88 of this Law, is not a relative of the executives and controllers of the company and the parent company, of the representative of enterprise’s investment or state investment in the company and the parent company.

Article 65. Controllers and the Board of Controllers

1. The Board of Controllers shall have 1 – 5 Controllers. The term of office of a controller shall not exceed 05 years and without term limit. In case the Board of Controllers only has 01 controller, he/she shall be the Chief Controller and shall satisfy corresponding conditions.

2. The Chief Controller and Controllers shall satisfy the requirements specified in Clause 2 Article 168 and Article 169 of this Law.

3. Rights, obligations, responsibilities, dismissal and works of Controllers and the Board of Controllers are specified in Articles 106, 170, 171, 172, 173 and 174 of this Law.

4. The Government shall elaborate this Article.

Article 66. Salaries, remunerations, bonuses and other benefits of the President of the Board of Members, Director/General Director and other executives

1. The company shall pay salaries, remunerations, bonuses and provide other benefits for the President of the Board of Members, the Director/General Director and other executives according to the company’s business performance.

2. Salaries, remunerations, bonuses and other benefits for the President of the Board of Members, the Director/General Director and other executives shall be recorded as operating costs in accordance with regulations of law on corporate income tax and relevant laws and placed in a separate section in the company’s annual financial statements.

Article 67. Contracts and transactions subject to approval by the Board of Members

1. Contracts and transactions between the company and the following entities are subject to approval by the Board of Members:

a) Members and their authorized representatives, the Director/General Director, the company’s legal representative;

b) Related persons of the persons mentioned in Point a of this Clause;

c) Executives of the parent company and the person having the power to designate them;

d) Related persons of the persons mentioned in Point c of this Clause.

2. The person who concludes a contract or carries on a transaction on behalf of the company shall send a notification to members of the Board of Members and the Controllers of the related entities and interests of such contract or transaction together with the draft contract or description of the transaction. Unless otherwise prescribed by company's charter, the Board of Members shall decide whether to approve or disapprove the contract or transaction within 15 days from the day on which the notification is received and follow the instructions in Clause 3 Article 59 of this Law. Members of the Board of Members who are related to the parties to the contract or transaction must not vote.

3. A contract or transaction shall be invalidated under a court decision and handled as prescribed by law when it is concluded or carried out against regulations of Clause 1 and Clause 2 of this Article. The person who concludes the contract or carries out the transaction, related members and their related persons shall pay compensation for any damage caused and return the benefits generated by such contract or transaction to the company.

Article 68. Increasing, decreasing charter capital

1. A company may increase its charter capital in the following cases:

a) Increase in the members’ capital contribution;

b) Receipt of capital contribution from new members.

2. In case of increase in the members’ capital contribution, the increase will be distributed among the members in proportion to their holdings in the company. Members may transfer their right to contribute capital to other persons in accordance with Article 52 of this Law. In case a member does not contribute or fully contribute that member’s share of additional capital as distributed, the remainder shall be divided among other members in proportion to their holdings in the company unless otherwise agreed by the members.

3. A company may decrease its charter capital in the following cases:

a) The company returns part of the contributed capital to the members in proportion to their holdings in the company after the company has operated for at least 02 consecutive years from the enterprise registration date and the company is able to fully pay its debts and other liabilities after the return of capital;

b) The company repurchases the members’ stakes as prescribed in Article 51 of this Law;

c) Charter capital is not fully and punctually contributed by the members as prescribed in Article 47 of this Law.

4. In the case specified in Point c Clause 3 of this Article, within 10 days from the day on which the increase or decrease in charter capital is complete, the company shall send a written notification to the business registration authority. Such a notification shall contain the following information:

a) The company’s name, EID number, headquarter address;

b) The charter capital, the increase or decrease;

c) Time and method of increase or decrease;

d) Full names and signatures of the company’s legal representatives.

5. The notification mentioned in Clause 4 of this Article shall be enclosed with the resolution or decision and the minutes of the meeting of the Board of Members and, in case of charter capital decrease specified in Point a and Point b Clause 3 of this Article, the latest financial statement.

6. The business registration authority shall update information about the increase or decrease in charter capital within 03 working days from the day on which the notification is received.

Article 69. Conditions for profit distribution

A company’s profit may only be distributed to its members after its tax liabilities and other financial obligations have been fulfilled as prescribed by law and it is able to fully pay its due debts and other liabilities after profit is distributed.

Article 70. Recovery of returned capital or distributed profit

In case part of contributed capital is returned against the regulations of Clause 3 Article 68 of this Law or profit is distributed to members against regulations of Article 69 of this Law, the members shall return the money or assets they received from the company and are jointly responsible for the company’s debts and liabilities in proportion to the amount or assets that have not been returned until they are fully returned.

Article 71. Responsibilities of the President of the Board of Members, the Director/General Director, other executives, legal representatives and Controllers

1. The President of the Board of Members, the Director/General Director, other executives, legal representatives and Controllers have the following responsibilities:

a) Exercise and perform their rights and obligations in an honest and prudent manner to protect the enterprise’s lawful interests;

b) Be loyal to the enterprise’s interests; do not abuse their power and position or use the enterprise’s information, secrets, business opportunities and assets for personal gain or serve any other organization’s or individual’s interests;

c) Promptly and fully notify the company of the enterprises that they own or have shares/stakes or that their related persons own, jointly own or have separate controlling shares/stakes.

d) Other responsibilities prescribed by law.

2. The Director/General Director shall not have a pay rise or bonus when the company is not able to pay its due debts.

3. The notification mentioned in Point c Clause 1 of this Article shall be made in writing and contain the following information:

a) Names, EID numbers, headquarters addresses of the enterprises they own or have shares/stakes in; the holdings and time of owning or holding the shares/stakes;

b) Names, EID numbers, headquarters addresses of the enterprises their related persons own, jointly own or have separate controlling shares/stakes.

4. The notification mentioned in Clause 3 of this Article shall be sent within 05 working days from the day on which the event or change occurs. The company shall compile a list of the entities mentioned in Clause 3 of this Article, their contracts and transactions with the company. This list shall be kept at the company’s headquarters. Members, executives, Controllers and their authorized representatives are entitled to see, copy part or all of the information specified in Clause 3 of this Article during office hours following the procedures specified in the company's charter.

Article 72. Filing lawsuits against executives

1. Members may, in their own names or in the company’s name, file lawsuits against the President of the Board of Members, Director/General Director, legal representatives and other executives in the following cases:

a) They violate regulations of Article 71 of this Law;

b) They fail to comply with or fully and punctually perform their rights and obligations as prescribed by law, the company's charter, resolution or decision of the Board of Members;

c) Other cases prescribed by law and the company's charter.

2. Lawsuits shall be filed in accordance with civil proceedings laws.

3. Proceedings costs in case the lawsuit is filed on behalf of the company shall be recorded as the company’s expense unless the lawsuit is rejected.

Article 73. Disclosure of information

State-owned multiple-member limited liability companies prescribed in Point b Clause 1 Article 88 of this Law shall disclose information in accordance with Points a, d, dd, g Clause 1 Article 109 and Article 110 of this Law.

Section 2. SINGLE -MEMBER LIMITED LIABILITY COMPANIES

Article 74. SINGLE -MEMBER LIMITED LIABILITY COMPANIES

1. A single-member limited liability company is an enterprise owned by a single organization or individual ((hereinafter referred to as “owner”). The owner’s liability for the company’s debts and other liabilities shall be equal to the company’s charter capital.

2. A single-member limited liability company has the status of a juridical person from the day on which the Certificate of Enterprise Registration is issued.

3. A single-member limited liability company must not issue shares except for equitization.

4. Single-member limited liability companies may issue bonds in accordance with this Law and relevant laws; private placement of bonds shall comply with Article 128 and Article 129 of this Law.

Article 75. Contributing capital to establish the company

1. The initially registered charter capital of a single-member limited liability company is the total assets promised by the owner and shall be written in company's charter.

2. The owner shall contribute adequate and correct assets as promised when applying for enterprise registration within 90 days from the issuance date of the Certificate of Enterprise Registration. The time needed to transport or import the contributed assets and for completing ownership transfer procedures will be added to this 90-day period.  During this period, the owner shall have rights and obligations that are proportional to the promised capital.

3. In the charter capital is not fully contributed by the deadline specified in Clause 2 of this Article, the owner shall register the contributed capital as charter capital within 30 days from the deadline, in which case the owner shall be responsible for the financial obligations incurred by the company during the period before the change in charter capital is registered in proportion to the promised capital.

4. The owner’s liability for the company’s financial obligations and the damage caused by the failure to contribute or to fully and punctually contribute charter capital prescribed by this Article shall be equal to all of the owner’s assets.

Article 76. Rights of the owner

1. The owner that is an organization has the rights to:

a) Draw up and revise the company's charter;

b) Decide the company’s annual business plan and development strategy;

c) Decide the company’s organizational structure; designate, dismiss the company’s executives and controllers;

d) Decide the company’s investment projects?

dd) Decide solutions for market development, marketing and technology;

e) Approve contracts for borrowing, lending, sale of assets and other contracts prescribed by the company's charter whose value are at least 50% of the total assets written in the latest financial statement (or a smaller ratio or value specified in the company's charter);

g) Ratify the company’s annual financial statements;

h) Decide increase or decrease in the company’s charter capital, transfer part or all of the company’s charter capital to another organization or individual; decide issuance of bonds;

i) Decide establishment of subsidiary companies and contribution of capital to other companies;

k) Organize the supervision and assessment of the company’s performance;

l) Decide the use of profits after the company’s tax liabilities and other financial obligations have been fulfilled;

m) Decide the company’s reorganization, dissolution or file bankruptcy;

n) Recover all assets of the company after the dissolution or bankruptcy process is complete;

o) Other rights prescribed by this Law and the company's charter.

2. The owner that is an individual has the rights specified in Points a, h, l, m, n and o Clause 1 of this Article; the right to decide investment, business operation and the company’s administration, unless otherwise prescribed by the company's charter.

Article 77. Obligations of the owner

1. Contribute charter capital fully and punctually.

2. Comply with the company's charter.

3. Separate the company’s assets and the owner’s assets. The owner that is an individual shall separate expenses of himself/herself and his/her family and those of the company’s President, or General Director.

4. Comply with regulations of law on contracts and relevant laws while making purchases, sales, borrowing, lending, leasing, entering into contracts and conducting other transactions between the company and the company’s owner.

5. The company’s owner may only withdraw capital by transfer part or all of the charter capital to another organization or individual. If the capital is withdrawn otherwise, the owner and relevant organizations and individuals shall be jointly responsible for the company’s debts and other liabilities.

6. The owner must not withdraw profit when the company is unable to fully pay its debts and liabilities when they are due.

7. Other obligations prescribed by Law and the company's charter.

Article 78. Exercising the owner’s rights in special cases

1. In case the owner transfers or gives away part of the charter capital to one or some organizations and individuals or the company admits a new member, the company shall be converted accordingly and register the change in enterprise registration information within 10 days from the date of completion of the transfer or giveaway or admission of the new member.

2. In case the owner that is an individual is being kept in temporary detention, serving an imprisonment sentence, serving an administrative penalty in a correctional institution or rehabilitation center, he/she shall authorize another person to perform some or all of the owner’s rights and obligations.

3. In case the owner dies, his/her legal heir or designated heir shall be the owner or member of the company. The company shall be converted accordingly and register the change of enterprise registration information within 10 days from the day on which the inheritance is settled. In case there is no heir or the heir rejects the inheritance or is disinherited, the owner’s stake shall be handled in accordance with civil laws.

4. In case the owner is missing, his/her stake shall be handled in accordance with civil laws.

5. In case owner is incapacitated, has limited legal capacity or has difficulty controlling his/her behaviors, his/her rights and obligations shall be performed through his/her representative.

6. In case the owner is an organization and is dissolved or goes bankrupt, the person that receives the owner’s stake shall become the owner or member of the company. The company shall be converted accordingly and apply for change in enterprise registration information within 10 days from the day on which the transfer is complete.

7. In case the owner is an individual and is banned by the court to do certain jobs, or the owner is a commercial juridical person and is banned by the court to do business in the same business lines as those of the enterprise, the owner must stop doing the job or suspend business in these business lines under the court decision.

Article 79. Organizational structure of a single-member limited liability company owned by an organization

1. A single-member limited liability company owned by an organization shall apply one of the two models below:

a) A company with a President and the Director/General Director;

b) A company with a Board of Members and the Director/General Director.

2. In case the company’s owner is a state-owned enterprise prescribed in Clause 1 Article 88 of this Law, a Board of Controllers shall be established. The establishment of a Board of Controllers in other cases shall be decided by the company. The organizational structure, working regulations, standards, requirements, dismissal, rights, duties and responsibilities of the Board of Controllers and Controllers are specified in Article 65 of this Article.

3. The company shall have at least one legal representative who holds the title of President of the Board of Members, the company’s President or Director/General Director. Unless otherwise prescribed by the company's charter, the President of the company or President of the Board of Members shall be the company’s legal representative.

4. Unless otherwise prescribed by the company's charter, organizational structure, functions, rights and duties of the Board of Members, the company’s President, the Director/General Director shall comply with this Law.

Article 80. The Board of Members

1. The Board of Members shall have 03 – 07 members. The members shall be designated and dismissed by the owner with a 5-year term of office. The Board of Members shall perform the owner’s rights and obligations in the owner’s name; perform the company’s rights and obligations in the company’s name, except the rights and obligations of the Director/General Director; take responsibility to the law and the owner for their performance as prescribed by the company's charter, this Law and relevant laws.

2. Rights, obligations and working regulations of the Board of Members shall comply with the company's charter, this Law and relevant laws.

3. The President of the Board of Members shall be designated by the owner or elected by members of the Board of Members under the majority rule following the procedures specified in the company's charter. Unless otherwise prescribed by the company's charter, the term of office, rights and obligations of the President of the Board of Members shall comply with Article 56 and relevant regulations of this Law.

4. Meetings of the Board of Members shall be convened in accordance with Article 57 of this Law.

5. A meeting of the Board of Members shall be conducted when it is participated in by at least two thirds of the members. Unless otherwise prescribed by the company's charter, each member shall have one vote with equal value. The Board of Members may ratify its resolutions and decisions by questionnaire survey.

6. A resolution or decision of the Board of Members will be ratified when it is voted for by more than 50% of the participating members or by a number of participating members that hold more than 50% of the total votes. Revisions to the company's charter, reorganization of the company, transfer of all or part of the company’s charter capital must be voted for by than 75% of the participating members or by a number of participating members that hold more than 75% of the total votes. A resolution or decision of the Board of Members takes effect from the day on which it is ratified or on the effective date written therein unless otherwise prescribed by the company's charter.

7. Minutes of every meeting the Board of Members shall be taken in accordance with Clause 2 Article 60 of this Law. Audio recording and other electronic forms are optional.

Article 81. The company’s President

1. The company’s President shall be designated by the company’s owner, perform the owner’s rights and obligations in the owner’s name; perform the company’s rights and obligations in the company’s name, except the rights and obligations of the Director/General Director; take responsibility to the law and the owner for his/her performance as prescribed by the company's charter, this Law and relevant laws.

2. Rights, obligations and working regulations of the company’s President shall comply with the company's charter, this Law and relevant laws.

3. A decision of the company’s President on performance of his/her rights and obligations shall be effective from the day on which it is approved by the owner unless otherwise prescribed by the company's charter.

Article 82. The Director/General Director

1. The Board of Members or the company’s President shall designate or hire the Director/General Director within a term of office not exceeding 05 years to manage the company’s everyday business. The Director/General Director shall be responsible for the law and the Board of Members or the company’s President for his/her performance. The President of the Board of Members, another member of the Board of Members or the company’s President may concurrently hold the position of Director/General Director unless otherwise prescribed by law or the company's charter.

2. The Director/General Director has the following rights and obligations:

a) Organize the implementation of resolutions and decisions of the Board of Members or the company’s President;

b) Decide everyday operating issues of the company;

c) Organize implementation of the company’s busines plans and investment plans;

d) Issue the company’s rules and regulations;

dd) Designate, dismiss the company’s executives, except those within jurisdiction of the Board of Members;

e) Enter into contracts in the company’s name, except those within jurisdiction of the President of the Board of Members or the company’s President;

g) Propose the company’s organizational structure;

h) Submit annual financial statements to the Board of Members or the company’s President;

i) Propose plans for use of profits or settlement of business losses;

k) Recruit employees;

l) Other rights and obligations specified in the company's charter and the employment contract.

3. To hold the position of Director/General Director, a person shall satisfy the following requirements:

a) He/she is not one of the persons specified in Clause 2 Article 17 of this Law;

b) He/she has professional qualifications and experience of busines administration and satisfies other conditions specified in the company's charter.

Article 83. Responsibilities of members of the Board of Members, the company’s President, the Director/General Director, other executives and Controllers

1. Comply with regulations of law, the company's charter, decisions of the company’s owner in performance of their rights and obligations.

2. Perform their rights and obligations in an honest and prudent manner to serve the best and lawful interests of the company and its owner.

3. Be loyal to the interests of the company and its owner; do not abuse their power and position or use the enterprise’s information, secrets, business opportunities and assets for personal gain or serve any other organization’s or individual’s interests.

4. Promptly and fully notify the company of the enterprises that they own or have shares/stakes or that their related persons own, jointly own or have separate controlling shares/stakes. The notifications shall be retained at the company’s headquarters.

5. Other responsibilities prescribed by this Law and the company's charter.

Article 84. Salaries, bonuses and other benefits of the company’s executives and Controllers

1. The company’s executives and Controllers shall receive salaries, bonuses and other benefits according to the company’s business performance.

2. The company’s owner shall decide the salaries, bonuses and other benefits of members of the Board of Members, the company’s President and Controllers. Salaries , bonuses and other benefits of the company’s executives and Controllers shall be recorded as the company’s expenses in accordance with regulations of law on corporate income tax and relevant laws and shall be placed in a separate section in the company’s annual financial statements.

3. The Controllers’ the salaries, bonuses and other benefits may be directly paid by the company’s owner as prescribed by the company's charter.

Article 85. Organizational structure of a single-member limited liability company owned by an individual

1. A single-member limited liability company owned by an individual shall have a President and a Director/General Director.

2. A company’s owner shall be the President who may concurrently hold the position of Director/General Director or hire another person as the Director/General Director.

3. Rights and obligations of the Director/General Director shall be specified in the company's charter and the employment contract.

Article 86. Contracts and transactions between the company and related persons

1. Unless otherwise prescribed by the company's charter, contracts and transactions between a single-member limited liability company owned by an organization and the following persons are subject to approval by the Board of Members or the company’s President, Director/General Director and Controllers:

a) The owner of the company and the owner’s related persons;

b) Members of the Board of Members, the company’s President, Director/General Director and Controllers;

c) Related persons of the persons mentioned in Point b of this Clause;

d) Executives of the company’s owner, the person having the power to designate these executives;

dd) Related persons of the persons mentioned in Point d of this Clause.

2. The person who concludes a contract or carries on a transaction in the company’s name shall send a notification to the Board of Members or the company’s President, Director/General Director and Controllers of the related persons and interests; the notification shall be enclosed with the draft contract or summary of the transaction.

3. Unless otherwise prescribed by the company's charter, members of the Board of Members or the company’s President, Director/General Director and Controllers shall decide whether to approve the contract or transaction within 10 days from the receipt of the notification under majority rule. Each person shall have one vote; related persons of the parties shall not vote.

4. A contract or transaction mentioned in Clause 1 of this Article shall only be approved if the following conditions are fully satisfied:

a) The parties to the contract or transaction are independent legal entities with separate rights, obligations, assets and interests;

b) The prices applied to the contract or transactions are market prices at the time the contract is concluded or the time the transaction is conducted;

c) The company’s owner fulfills the obligations specified in Clause 4 Article 77 of this Law.

5. A contract or transaction shall be invalidated under a court decision and handled as prescribed by law if it is concluded or carried out against regulations of Clauses 1, 2, 3 and 4 of this Article. The person who concludes the contract or carries out the transaction and related persons of the parties shall jointly pay compensation for any damage caused and return the benefits generated by such contract or transaction to the company.

6. Every contract and transaction between a single-member limited liability company owned by an individual and the company’s owner or related persons of the owner shall be recorded in separate documents of the company.

Article 87. Increasing, decreasing charter capital

1. A single-member limited liability company may increase its charter capital when its owner contributes capital or raises capital from other persons. The owner shall decide on the specific increase and the method.

2. In case of raising capital from other persons, the company shall be converted into a multiple-member limited liability company or joint stock company. To be specific:

a) In case of conversion into a multiple-member limited liability company, a notification of change in enterprise registration information shall be submitted within 10 days from the day on which the change in charter capital is complete;

b) In case of conversion into a joint stock company, follow the instructions in Article 202 of this Law;

3. A single-member limited liability company may decrease its charter capital in the following cases:

a) Part of the contributed capital is returned to the company’s owner after the company has operated for at least 02 consecutive years from the enterprise registration date and the company is able to fully pay its debts and other liabilities after the return of capital;

b) Charter capital is not fully and punctually contributed by the owner as prescribed in Article 75 of this Law.