Chapter III
ESTABLISHMENT AND REGISTRATION OF COOPERATIVES AND UNIONS OF COOPERATIVES
Article 19. Founders
1. A founder of a cooperative is an individual, a household or a legal entity that voluntarily commits to found, and participate in the establishment of, a cooperative.
A founder of a union of cooperatives is a cooperative that voluntarily commits to found, and participate in the establishment of, a union of cooperatives.
2. Founders shall advocate and propagate the establishment of a cooperative or union of cooperatives; develop a business and production plan and draft charter; and make preparations for organizing a conference to establish the cooperative or union of cooperatives.
Article 20. Conference to establish a cooperative or union of cooperatives
1. A conference to establish a cooperative or a union of cooperatives must be held by the founders in accordance with this Law.
Participants in a conference to establish a cooperative include the founders being individuals; lawful representatives of the founders; lawful representatives of households, legal entities and other individuals who wish to join the cooperative.
Participants in a conference to establish a union of cooperatives include the lawful representatives of the founders and the cooperatives wishing to join the union of cooperatives.
2. The conference shall discuss the draft charter and business and production plan of the cooperative or union of cooperatives and prepare a list of expected members or member cooperatives.
3. The conference shall pass the charter. Those who approve the charter and fully meet all conditions specified in Article 13 of this Law will become members or member cooperatives. Members or member cooperatives shall continue to discuss and decide on the following contents:
a/ Business and production plan;
b/ Election of the Board of Directors and its chairman; and decision on the selection of the Director (General Director) among the members or lawful representatives of the member cooperatives or hiring of the Director (General Director);
c/ Election of the Control Board and its head, or controller;
d/ Other contents related to the establishment, organization and operation of the cooperative or union of cooperatives.
4. A resolution of the establishment conference on the contents specified in Clause 3 of this Article must be passed on the principle of majority vote.
Article 21. Content of the charter of a cooperative or union of cooperatives
1. Name and address of the head office; logo (if any).
2. Operation objectives.
3. Business and production lines.
4. Subjects, conditions and procedures for the admission and termination of the status of member or member cooperative; measures to handle members or member cooperatives with overdue debts.
5. Frequency of using products and services; minimum value of products and services that members or member cooperatives must use; continuous time without using products and services of the cooperative or union of cooperatives, which must not exceed 3 years; continuous time without working for the cooperative, for job creation cooperatives, which must not exceed 2 years.
6. Rights and obligations of members or cooperative members.
7. Organizational structure of the cooperative or union of cooperatives; functions, tasks, powers and mode of operation of the Board of Directors, chairman of the Board of Directors, Director (General Director), the Control Board or controller; mode of election, removal from office or dismissal of members and Chairman of the Board of Directors, the Control Board or controller; and the assisting apparatus of the cooperative or union of cooperatives.
8. The number of members, structure and the term of office of the Board of Directors and Control Board; the case in which a member of the Board of Directors may concurrently be the Director (General Director).
9. The order and procedures for conducting a general meeting of members and adopting decisions at a general meeting of members; standards, order and procedures for the election of deputies to attend a general meeting of member deputies.
10. Charter capital, minimum contributed capital, form of capital contribution and time limit for capital contribution; return of contributed capital; ways of increasing and decreasing charter capital.
11. Issuance, re-issuance, modification and revocation of certificates of capital contribution.
12. Contents of service contracts between the cooperative and its members or between the union of cooperatives and its member cooperatives, including the obligation to supply and use products and services; prices and methods of payment for products and services. For job creation cooperatives, the content of service contracts between the cooperative and its members is the content of labor contracts between the cooperative and its members.
13. The supply and marketing of products, services and jobs that the cooperative or union of cooperatives has committed to supply and consume for its members or member cooperatives.
The ratio of supply and marketing of products, services and jobs that the cooperative or union of cooperatives has committed to supply and consume for its members or member cooperatives for each field and type complies with regulations of the Government.
14. Investment, capital contribution, share purchase, joint venture and association; and establishment of businesses of the cooperative or union of cooperatives.
15. Setting up of funds; rate of deduction for setting up funds; rates and methods of income distribution.
16. Financial management, use and handling of assets, capital, funds and other losses; and types of undivided assets.
17. Principles of payment of remuneration for members of the Board of Directors, the Control Board or controller; principles of payment of salaries and wages to executive officers and laborers.
18. Handling of violations of the charter and principles of settlement of internal disputes.
19. Revision and supplementation of the charter.
20. Other contents to be decided by the general meeting of members which must not be contrary to this Law and relevant laws.
Article 22. Names and logos of cooperatives and unions of cooperatives
1. A cooperative or union of cooperatives may decide on its name and logo which must not be contrary to law. The name of a cooperative or union of cooperatives must be written in Vietnamese and may include numbers and symbols, and followed by the word “Cooperative” or the phrase “Union of cooperatives”.
2. The name and logo of a cooperative or union of cooperatives must be registered with a competent state agency for protection under law.
3. The Government shall detail this Article.
Article 23. Registration of cooperatives and unions of cooperatives
1. Before operation, a cooperative or union of cooperatives shall register with a competent state agency of the locality in which it plans to locate its head office.
2. A dossier of registration of a cooperative or union of cooperatives comprises:
a/ The written request for registration of a cooperative or union of cooperatives;
b/ The charter;
c/ The business and production plan;
d/ The list of members or member cooperatives; list of members of the Board of Directors, Director (General Director), Control Board or controller;
e/ The resolution of the establishment conference.
3. The representative of the cooperative or union of cooperatives shall declare fully, honestly and accurately the contents specified in Clause 2 of this Article, and take responsibility before law for the declared contents.
4. Competent state agencies shall issue certificates of registration within 5 working days after receiving dossiers as prescribed in Clause 2 of this Article. In case of refusal, they shall issue a written reply specifying the reason.
5. The Government shall define competent state agencies to issue certificates of registration; and the order and procedures for issuance and the content of certificates of registration.
Article 24. Conditions for issuance of certificates of registration of cooperatives and unions of cooperatives
A cooperative or union of cooperatives may be issued a certificate of registration when fully meeting the following conditions:
1. Its business and production lines are not prohibited by law;
2. It submits a dossier of registration as prescribed in Clause 2, Article 23 of this Law.
3. Its name complies with Article 22 of this Law;
4. It has a head office as prescribed in Article 26 of this Law.
Article 25. Books of registration of members or member cooperatives
A cooperative or union of cooperatives shall prepare a book of registration of members or member cooperatives right after being issued a certificate of registration. The book of registration must have the following contents:
1. Name and address of the head office of the cooperative or union of cooperatives; number and date of issuance of the certificate of registration;
2. Information on members or member cooperatives:
a/ Full name, permanent residence address, nationality, identity card or passport number for individual members or household representatives;
b/ Name and address of the head office, establishment decision or registration number of each member being a legal entity; full name, permanent residence address, nationality, identity card or passport number of the legal representative for these members;
c/ Name and address of the head office, and registration number of each member cooperative; full name, permanent residence address, nationality, identity card or passport number for the at-law representative for these member cooperatives.
3. Contributed capital value of each member or member cooperative; time of contribution;
4. Number and date of issuance of the certificate of capital contribution of each member or member cooperative;
5. Signature of each individual member, the lawful representative of each household, the at-law representative of the legal entity; the signature of the at-law representative of the member cooperative;
6. Signature of the at-law representative of the cooperative or union of cooperatives.
Article 26. Head offices of cooperatives or unions of cooperatives
Head offices of cooperatives or unions of cooperatives are places of transaction of cooperatives or unions of cooperatives in the territory of Vietnam with identified address including house number, name of the street, commune, ward, township, district, town or provincial city, province or centrally run city; telephone number, fax number and e-mail (if any).
Article 27. Representative offices, branches and places of business
1. Cooperatives or unions of cooperatives may establish branches, representative offices and places of business in the country and abroad.
The order and procedures for establishment comply with regulations of the Government.
2. A representative office shall act as a representative by authorization to serve the operation of its cooperative or union of cooperatives.
3. A branch is an attached unit of the cooperative or union of cooperatives and is responsible for performing all or part of the functions and tasks of the cooperative or union of cooperatives. The business lines of a branch must be in line with those of the cooperative or union of cooperatives.
4. Branches, representative offices and places of business must bear the names of its cooperative or union of cooperatives, together with corresponding supplements to identify the branches, representative offices or places of business.
Article 28. Change of registered contents of cooperatives or unions of cooperatives
1. In case a cooperative or union of cooperatives changes one of the contents: name, address of head office, production and business lines, charter capital, at-law representative; name, address, representative of a branch or representative office, it shall register such change with the competent state agency which has issued its certificate of registration. The change must only be made after the competent state agency issues a certificate of registration.
2. When a cooperative or union of cooperatives changes its charter content, number of members, cooperative members, members of Board of Directors, Control Board or controller and place of business, it shall send a notice to the competent state agency which has issued its certificate of registration within 15 days from the date of the change.
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