Chương 2 Luật hợp tác xã 1996: Thành lập và đăng ký kinh doanh

Chapter II

ESTABLISHMENT AND BUSINESS REGISTRATION

Article 12.- The founding members

1. The founding members are those who initiate the establishment of the cooperative and participate in it.

2. The founding members shall have to report in writing to the People's Committee at the commune, ward, township (hereafter referred to as communal People's Committee) at the place where the head-office of the cooperative is to be located, on the intention of establishment, orientation and program, plan of operation of the cooperative.

3. After receiving the approval of the local communal People's Committee, the founding members are allowed to propagate, persuade those who wish to join the cooperative; to elaborate the orientation of production, business and services; to draft the Statute of the cooperative, and conduct other necessary work for convening the conference to establish the cooperative.

Article 13.- Conference to establish the cooperative

1. The conference to establish the cooperative shall be convened by the founding members. The participants in the conference shall include the founding members and those who wish to become members of the cooperative.

2. The conference shall discuss the orientation of production, business, services and plans of operation of the cooperative; the draft Statute of the cooperative; the name and logo (if any) of the cooperative and establish the list of cooperative members.

3. The conference of the cooperative members shall discuss and take decisions by majority vote on the following issues:

a) Approval of the list of the full members;

b) Approval of the Statute of the cooperative;

c) Election of the Manager and other members of the Managing Board or Managing Council (hereunder referred to as Managing Board), the Control Board;

d) Approval of the minutes of the conference to establish the cooperative.

Article 14.- The Statute of the cooperative

1. Each cooperative shall have its own Statute. The Statute of the cooperative has to conform with provisions of this Law, the Model Statute and other provisions of law.

2. The Statute of the cooperative shall contain the following main contents:

a) The name and logo (if any) of the cooperative;

b) The address of the head-office of the cooperative;

c) The lines of production, business and services;

d) The provisions on cooperative membership;

dd) The statutory capital of the cooperative;

e) The minimum amount of capital to be contributed, the forms and time limit of capital contribution and return of capital contributed by the cooperative members, the modes of capital mobilization, remuneration, profit division, settlement of losses;

g) Establishment, management and use of the funds of the cooperative;

h) Organizational and managerial structure of the cooperative; functions, tasks and powers of managerial bodies in the cooperative;

i) The procedures to conduct a Congress of cooperative members and to adopt decisions of the Congress.

3. When amending its Statute, the cooperative has to submit the amended Statute attached to the minutes of the Congress of cooperative members to the People's Committee that has awarded the business registration certificate to the cooperative. The amended Statute shall be valid only when it is certified by the agency which has awarded the business registration certificate that it conforms with the provisions of this Law, the Model Statute and other provisions of law.

Article 15.- The Business Registration Dossiers

1. The business registration dossiers comprise:

a) The application for business registration attached to the minutes adopted at the conference to establish the cooperative;

b) The Statute of the cooperative;

c) The list of the Managing Board composed of the Manager and other members, the Control Board;

d) The list of cooperative members, their addresses and occupations;

dd) The plan of production, business and services;

e) Licences for the practice of a number of trades and professions as required by law;

2. The Manager of the cooperative must submit the business registration dossiers to the People's Committee of precinct, district, town or city under the province (hereafter referred to as the district People's Committee) where the head-office of the cooperative is to be located, except for cases stipulated in Article 18 of this Law.

Article 16.- Conditions for awarding a business registration certificate

In order to be awarded the business registration certificate, the cooperative must meet the following conditions:

1. Having all the business registration dossiers in due form as provided for in Clause 1, Article 15 of this Law;

2. The number of members of the cooperative is not smaller than the minimum number of cooperative members stipulated in the Model Statute for each type of cooperative;

3. Having clear operation objectives;

4. Having a statutory capital. For a cooperative doing business in branches or trades that, as stipulated by the Government, must have a given prescribed capital, the statutory capital shall not be less than the prescribed capital;

5. Having the office certified by the communal People's Committee of the locality where the office is to be located.

Article 17.- Conditions for awarding or refusing to award the business registration certificate

Within fifteen days from the date of receipt of all the dossiers in due form, the district People's Committee must consider, certify the Statute of the cooperative and award the cooperative the business registration certificate; In case of refusal, the answer must be made in writing.

Article 18.- Registration of business in branches and trades under separate provisions of the Government

1. The Government shall stipulate the list of branches and trades in which a cooperative shall have to ask for permission from the competent State agencies, and meet the conditions for doing business.

2. The cooperative doing business in the branches and trades specified in Clause 1 of this Article shall have to register business at the People's Committee of province or city directly under the Central Government (hereafter referred to as provincial People's Committee) in accordance with the steps and procedures provided for by the Government.

Article 19.- The right to protest and initiate a lawsuit against the refusal to award business registration certificate

In case of disagreement with the decision not to award the business registration by the People's Committee as stipulated in Articles 17 and 18 of this Law, the cooperative is entitled to make a complaint or initiate a lawsuit to the competent State agency for settlement in accordance with provisions of law.

Article 20.- The legal person status of the cooperative

The cooperative shall have the legal person status from the date of award of the business registration certificate.

Article 21.- Branches and representative offices

1. The cooperative is entitled to open a branch and a representative office in localities other than its local district, province, throughout the country, provided that there is permission from the authorized People's Committee of the locality where the cooperative plans to open its branch or representative office.

2. Within fifteen days from the date of permission to open the branch or representative office, the cooperative shall have to inform the People's Committee which has awarded it the business registration certificate of the opening of its branch or representative office.

3. The opening of branches and representative offices of a cooperative abroad shall comply with the provisions of the Government.