Chapter II
ESTABLISHMENT AND BUSINESS REGISTRATION OF COOPERATIVES
Article 10.- Founding members
1. The founding members are individuals, households or legal persons who initiate the setting-up of the cooperative and participate in it.
2. The founding members shall make written reports to the commune, ward or township People's Committee (hereinafter referred collectively to as the commune-level People's Committee) of the locality where the cooperative is planned to be headquartered on the setting-up, headquarter location, production/business orientations and operation plans of the cooperative.
3. The founding members shall propagate and mobilize individuals, households and other legal persons, that wish to join the cooperative; elaborate production/business orientations; draft the charter of the cooperative and perform other necessary jobs in order to organize the conference to set up the cooperative.
Article 11.- Conference to set up a cooperative
1. The conference to set up a cooperative shall be organized by the founding members. The conference participants include the founding members as well as individuals, households and other legal persons that wish to become the cooperative members.
2. The conference shall discuss and reach agreement on the cooperative's production/business orientations and operation plans; the draft charter of the cooperative; the name and logo (if any) of the cooperative; and draw up the list of cooperative members.
3. The conference shall discuss and vote by majority on the following issues:
a/ Adoption of the list of cooperative members; the number of cooperative members shall be 7 or more;
b/ Adoption of the charter and internal regulations of the cooperative;
c/ Decision on the separate or non-separate establishment of the managerial apparatus and executive apparatus of the cooperative.
For the cooperative which sets up a managerial-cum-executive apparatus, the conference shall elect Managing Board and the manager; the cooperative manager shall be concurrently the head of the Managing Board; and the conference shall decide the number of the cooperative's deputy managers.
For the cooperative which sets up the managerial apparatus and the executive apparatus separately, the conference shall elect the Managing Board and its head among the Managing Board's members; it shall decide to elect or hire the cooperative manager; and decide the number of the cooperative's deputy managers;
d/ The election of the Control Board and its head among the Control Board's members;
dd/ Adoption of minutes of the cooperative-founding conference.
Article 12.- The cooperative charter
1. Each cooperative shall have its own charter. The cooperative charter must conform to the provisions of this Law and other law provisions.
2. A cooperative charter shall cover the following contents:
a/ The name and logo (if any) of the cooperative;
b/ The address of the cooperative's headquarter;
c/ Production and/or business lines;
d/ Regulations on subjects, conditions and procedures for joining the cooperative and for cooperative members to leave the cooperative;
dd/ Regulations on interests, responsibilities and obligations of cooperative members;
e/ Principles for, and subjects of, payment of compulsory social insurance premiums;
g/ The cooperative's charter capital;
h/ Minimum contributed capital: The levels, forms and terms of contribution, and conditions for return of contributed capital of cooperative members;
i/ Competence and modes for capital mobilization;
k/ Principles for paying remunerations and handling losses; distribution of profits according to capital and labor contributed by cooperative members and according to the extent of using services of the cooperative; deduction for setting up, management and use of the cooperative's funds;
l/ Modalities for management, use, preservation and handling of the cooperative's common property and accumulated capital when the cooperative is operating or when it is dissolved;
m/ Organizational and managerial structure of the cooperative; functions, powers, tasks and responsibilities of the Managing Board and its head, the cooperative manager, the Control Board and its head, and the sections assisting the cooperative;
n/ The cooperative's representative at law;
o/ Modalities for holding the congress and adopting decisions of the congress of cooperative members;
p/ Regime on handling violations of the cooperative charter and principles for settling internal disputes;
q/ Modalities for amending the cooperative charter;
r/ Other regulations decided by the congress of cooperative members itself, which, however, must not be contrary to law.
3. When amending its charter, the cooperative must send its amended charter enclosed with minutes of the congress of cooperative members to the agency which has granted the business registration certificate to the cooperative.
4. The Government shall promulgate forms guiding the elaboration of charters of agricultural cooperatives, people's credit funds and non-agricultural cooperatives.
Article 13.- Business registration dossiers
A business registration dossier shall comprise:
1. An application for business registration;
2. The cooperative charter;
3. The number of cooperative members, lists of members of the cooperative's Managing Board and Control Board;
4. The minutes adopted at the cooperative-founding conference.
Article 14.- Business registration places
1. A cooperative shall make business registration at the provincial- or district-level business registration office in the locality where the cooperative is planned to be headquartered, depending on its specific conditions.
2. The representative at law of the to be-set up cooperative shall submit business registration dossiers at the selected business registration office and bear responsibility for the accuracy and truthfulness of the business registration dossiers.
Article 15.- Granting of business registration certificates
1. Cooperatives shall be granted the business registration certificates when they fully meet the following conditions:
a/ Having valid business registration dossiers as prescribed in Article 13 of this Law;
b/ Being engaged in production and/or business lines not banned by law;
c/ Having their names and logos (if any) prescribed in Article 8 of this Law;
d/ Having charter capital. For cooperatives engaged in production and/or business lines which require legal capital as stipulated by the Government, the charter capital must not be lower than the legal capital;
dd/ Having fully paid business registration fees as prescribed.
2. The granting of, or refusal to grant, business registration certificates, and time for cooperatives to commence their operation, are as follows:
a/ Within fifteen days after receiving the complete and valid dossiers, the business registration offices must consider the dossiers and grant the business registration certificate to the cooperatives; in case of refusal, they must reply in writing thereto;
b/ The cooperatives shall have the legal person status and may commence their operation as from the date they are granted the business registration certificates; for conditional production and/or business lines registered by the cooperatives, they may conduct such production and/or business lines as from the date they are granted the business registration certificates by the competent State bodies or when they fully meet the business conditions according to law provisions.
3. In case of disagreement with the business registration offices' decisions to refuse the granting of the business registration certificates as prescribed in Clause 2 of this Article, the representatives at law of the to be-set up cooperatives may lodge their complaints to the competent State bodies or initiate lawsuits at courts according to law provisions.
Article 16.- Branches, representative offices and dependent enterprises of cooperatives
1. Cooperatives may open their branches or representative offices at home and abroad. The order and procedures for opening branches and representative offices shall comply with the Government's regulations applicable to enterprises of all types.
2. Cooperatives may set up their dependent enterprises in accordance with law provisions.
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