Chương III Luật hợp tác xã 2023: Thành viên của hợp tác xã, liên hiệp hợp tác xã

Chapter III

MEMBERS OF COOPERATIVES AND COOPERATIVE UNIONS

Section 1. MEMBERS OF COOPERATIVES

Article 30. Qualification for membership

1. An official member or contributing member of a cooperative must be:

a) a Vietnamese citizen who is aged 18 or older and has full capacity for civil acts;

b) an individual that is a foreign investor possessing a valid investment registration certificate as prescribed by the Law on investment;

c) a family household, artel or another organization that does not have the status of juridical person, and is duly established and operating in Vietnam. These organizations must appoint their representatives as prescribed by the Civil Code to perform rights and obligations of a member of the cooperative; or

d) a Vietnamese juridical person.

2. A non-contributing member of a cooperative must be:

a) an individual that is a Vietnamese citizen, or a foreigner lawfully residing in Vietnam, who is aged 18 or older and has full capacity for civil acts;

b) a Vietnamese citizen who is aged 15 to under 18, and is not incapacitated or a person with limited capacity for civil acts or a person with difficulty in awareness or control of his/her own acts. When entering into civil transactions or performing certain works, this member must also meet relevant conditions laid down in relevant laws;

c) a family household, artel or another organization that does not have the status of juridical person, and is duly established and operating in Vietnam. These organizations must appoint their representatives as prescribed by the Civil Code to perform rights and obligations of a member of the cooperative; or

d) a Vietnamese juridical person.

3. Organizations and individuals must submit applications for voluntary admission, make capital contribution or pay membership fees, and meet relevant conditions laid down in this Law and the cooperative’s charter.

4. An organization or individual may become a member of more than one cooperative, unless otherwise prescribed by a cooperative’s charter.

5. In order to become an official member or contributing member of a cooperative, an individual that is a foreign investor or a foreign-invested organization shall be required to meet:

a) Market access conditions for foreign investors laid down in the Law on investment and relevant laws;

b) Conditions for ensuring national defense and security laid down in the Law on investment.

6. A cooperative that admits foreign-invested organizations and/or individuals that are foreign investors as its official members or contributing members shall be required to meet market access conditions for foreign investors laid down in the Law on investment and relevant laws.

7. Total number of official members that are foreign-invested organizations and individuals being foreign investors must be less than 35% of total official members of a cooperative.

Article 31. Rights of members

1. A cooperative’s official member shall be entitled to:

a) be provided by the cooperative with products, services and employment;

b) receive incomes distributed in accordance with this Law and the cooperative’s charter;

c) receive welfare benefits of the cooperative;

d) attend or elect delegates to the GMM;

dd) vote on matters falling under the jurisdiction of the GMM;

e) stand as a candidate for or nominate persons to the position of members of the Board of Directors, Director (General Director), members of the Board of Controllers or Controller and other managerial positions to be elected;

g) request the Board of Directors, Director (General Director), members of the Board of Controllers or Controller to explain the cooperative’s operations;

h) request the Board of Directors, Director (General Director), members of the Board of Controllers or Controller to convene extraordinary GMM;

i) be provided with necessary information concerning the cooperative’s operations; be provided with training and re-training for improving the member’s professional qualifications to serve the cooperative’s operation;

k) leave the cooperative in accordance with this Law and the cooperative’s charter;

l) have part or entire amount of the member’s stakes returned as prescribed in this Law and the cooperative’s charter;

m) receive the remaining assets of the cooperative in accordance with this Law and the cooperative’s charter;

n) file complaints, denunciations or lawsuits in accordance with regulations of law;

o) exercise other rights as prescribed by law and the cooperative’s charter.

2. A cooperative’s contributing member shall be entitled to:

a) exercise the rights specified in Points b, c, g, i, k, l, m, n and o Clause 1 of this Article;

n) attend and comment without voting in meetings of the GMM, if invited.

3. A cooperative’s non-contributing member shall be entitled to:

a) exercise the rights specified in Points a, c, i, k, n and o Clause 1 of this Article;

n) attend and comment without voting in meetings of the GMM, if invited.

Article 32. Obligations of members

1. A cooperative’s official member shall be obliged to:

a) make capital contributions in full and on schedule as promised in the cooperative’s charter;

b) use the cooperative’s products/services as registered or make labour contribution as agreed upon with the cooperative;

c) assume liability for the cooperative’s debts and other financial obligations which is equal to the member’s stakes in the cooperative;

d) make compensation for damage caused to the cooperative in accordance with regulations of law and the cooperative’s charter;

dd) comply with guidelines, objectives, charter and internal regulations of the cooperative, resolutions of the GMM, and decisions issued by the Board of Directors (in case of fully-organized management model) or by the Director (in case of simplified management model);

e) perform other obligations as prescribed by law and the cooperative’s charter.

2. Contributing members shall be obliged to perform the obligations in points a, c, d, dd and e Clause 1 of this Article.

3. A cooperative’s non-contributing member shall be obliged to:

a) pay membership fees as prescribed in the cooperative’s charter. Membership fees must not be paid to state budget as prescribed by the Law on fees and charges.

b) perform the obligations in Points b, d, dd and e Clause 1 of this Article.

Article 33. Termination of membership

1. The membership of an official member shall be terminated in the following cases:

a) A member that is an individual dies; is declared by a Court dead, missing or incapacitated, or to be a person with limited capacity for civil acts or difficulty in awareness or control of his/her own acts;

b) A member that is an organization ceases to exist, is dissolved or declared bankrupt;

c) The cooperative ceases to exist, is dissolved or declared bankrupt;

d) A member voluntarily leaves the cooperative;

dd) A member is expelled according to the cooperative’s charter;

e) A member has neither used products/services nor made labour contribution for a consecutive period prescribed in the cooperative’s charter;

g) At the capital contribution time, a member fails to make capital contribution as promised or makes a capital contribution which is lower than the minimum capital contribution prescribed in the cooperative’s charter.

2. The membership of contributing members shall be terminated according to Points a, b, c, d, dd and g Clause 1 of this Article.

3. The membership of a non-contributing member shall be terminated:

a) In the cases specified in Points a, b, c, d, dd and e Clause 1 of this Article; or

b) if the member fails to pay membership fees as prescribed in the cooperative’s charter.

4. The authority to decide termination of membership, and settlement of rights and obligations of members that have their membership terminated shall comply with the provisions of this Law and the cooperative’s charter.

Section 2. MEMBERS OF COOPERATIVE UNIONS

Article 34. Qualification for membership

1. Members of a cooperative union include:

a) Official members that are cooperatives; and

b) Contributing members and non-contributing members that have the status of Vietnamese juridical person.

2. Cooperatives and Vietnamese juridical persons must submit applications for voluntary admission, make capital contribution, and meet relevant conditions laid down in this Law and the cooperative union’s charter.

3. A member of a cooperative union may also be member in other cooperative unions, unless otherwise prescribed by a cooperative union’s charter.

4. In order to become an official member or contributing member of a cooperative union, a foreign-invested organization shall be required to meet:

a) Market access conditions for foreign investors laid down in the Law on investment and relevant laws;

b) Conditions for ensuring national defense and security laid down in the Law on investment.

5. A cooperative union that admits foreign-invested organizations as its official members or contributing members shall be required to meet market access conditions for foreign investors laid down in the Law on investment and relevant laws.

6. Total number of official members that are foreign-invested organizations must be less than 35% of total official members of a cooperative union.

Article 35. Rights of members

1. An official member of a cooperative union shall be entitled to:

a) be provided by the cooperative union with products, services and employment;

b) receive incomes distributed in accordance with this Law and the cooperative union’s charter;

c) receive welfare benefits of the cooperative union;

d) attend or elect delegates to the GMM;

dd) vote on matters falling under the jurisdiction of the GMM;

e) stand as a candidate for or nominate persons to the position of members of the Board of Directors, Director (General Director), members of the Board of Controllers or Controllers and other managerial positions to be elected;

g) request the Board of Directors, Director (General Director), members of the Board of Controllers or Controller to explain the cooperative union’s operations;

h) request the Board of Directors, Director (General Director), members of the Board of Controllers or Controller to convene extraordinary GMM;

i) be provided with necessary information concerning the cooperative union’s operations; be provided with training and re-training for improving the member’s professional qualifications to serve the cooperative union’s operation;

k) leave the cooperative union in accordance with this Law and the cooperative union’s charter;

l) have partial or entire amount of the member’s stakes returned as prescribed in this Law and the cooperative union’s charter;

m) receive the remaining assets of the cooperative union in accordance with this Law and the cooperative union’s charter;

n) file complaints, denunciations or lawsuits in accordance with regulations of law;

o) exercise other rights as prescribed by law and the cooperative union’s charter.

2. A cooperative union’s contributing member shall be entitled to:

a) exercise the rights specified in Points b, c, g, i, k, l, m, n and o Clause 1 of this Article;

n) attend and comment without voting in meetings of the GMM, if invited.

3. A cooperative union’s non-contributing member shall be entitled to:

a) exercise the rights specified in Points a, c, i, k, n and o Clause 1 of this Article;

n) attend and comment without voting in meetings of the GMM, if invited.

Article 36. Obligations of members

1. A cooperative union’s official member shall be obliged to:

a) make capital contributions in full and on schedule as promised in the cooperative union’s charter;

b) use the cooperative union’s products/services as registered or make labour contribution as agreed upon with the cooperative union;

c) assume liability for the cooperative union’s debts and other financial obligations which is equal to the member’s stakes in the cooperative union;

d) make compensation for damage caused to the cooperative union in accordance with regulations of law;

dd) comply with guidelines, objectives, charter and internal regulations of the cooperative union, resolutions of the GMM and decisions issued by the Board of Directors (in case of fully-organized management model) or by the Director (in case of simplified management model);

e) perform other obligations as prescribed by law and the cooperative union’s charter.

2. Contributing members of a cooperative union shall be obliged to perform the obligations in points a, c, d, dd and e Clause 1 of this Article.

3. A cooperative union’s non-contributing member shall be obliged to:

a) pay membership fees as prescribed in the cooperative union’s charter. Membership fees must not be paid to state budget as prescribed by the Law on fees and charges.

b) perform the obligations in Points b, d, dd and e Clause 1 of this Article.

Article 37. Termination of membership

1. The membership of a cooperative union’s official member shall be terminated in the following cases:

a) A member ceases to exist, or is dissolved or declared bankrupt;

b) The cooperative union ceases to exist, or is dissolved or declared bankrupt;

c) A member voluntarily leaves the cooperative union;

d) A member is expelled according to the cooperative union’s charter;

dd) A member has neither used products/services nor made labour contribution for a consecutive period prescribed in the cooperative union’s charter;

e) At the capital contribution time, a member fails to make capital contribution as promised or makes a capital contribution which is lower than the minimum capital contribution prescribed in the cooperative union’s charter.

2. The membership of contributing members of a cooperative union shall be terminated according to Points a, b, c, d and e Clause 1 of this Article.

3. The membership of a cooperative union's non-contributing member shall be terminated:

a) In the cases specified in Points a, b, c, d and dd Clause 1 of this Article; or

b) if the member fails to pay membership fees as prescribed in the cooperative union’s charter.

4. The authority to decide termination of membership and settlement of rights and obligations for members that have their membership terminated shall comply with the provisions of this Law and the cooperative union’s charter.