THE TYPES OF ENTERPRISES

Member number

– May organizations or individuals

– Only one members

– May organizations or individuals

– From 02 to 50 members

– At least two general partners are individuals,

–  Limited partner can be added, being organizations or individuals

– Shareholders can be organizations and individuals

– The minimum number of shareholders is 03 and there is no limit on the maximum number of shareholders

– An individual may only establish one sole proprietorship

Liability for property obligations

– Within the charter capital

– Within the amount of capital contributed

– General partner: responsible with all his assets;

– Limited partner within the amount of capital committed to contribute to the company.

– Within the amount of capital contributed

The status of a juridical person

No

Right to issue securities

– May issue bonds

– May issue bonds

Capital contribution time

– During this period, the owner shall have rights and obligations that are proportional to the promised capital.

– During this period, the members shall have rights and obligations that are proportional to their promised contribution.

Handling if contribute capital not punctually 

– In the charter capital is not fully contributed by the deadline specified, 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.

– Members who have not contributed capital or have not fully contributed capital as committed 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.

–  In case a limited partner fails to contribute capital fully and punctually as promised, the uncontributed capital shall be considered that partner’s debt to the company, in which case the limited partner can be excluded from the company under a decision of the Board of Partners.

Increase, Decrease charter

– Increase charter capital:

+ Owner contributes capital

+  Raises capital from other persons.

– Decrease charter capital by:

+ Part of the contributed capital is returned to the company’s owner;

+ Charter capital is not fully and punctually contributed by the owner.

+ Increase in the members’ capital contribution

+ Receipt of capital contribution from new members.

– Decrease charter

+ The company returns part of the contributed capital to the members in proportion to their holdings in the company;

+ The company repurchases the members’ stakes

+ Charter capital is not fully and punctually contributed by the members.

+ Increase in the members’ capital contribution

+ Admission of new partners

– Decrease charter

+ Termination of general partners.

+ Or in the course of business operations, the company makes a loss

Increasing the quantity of shares, types of authorized shares

– Decrease its charter capital

+ The company will return part of the contributed capital to the shareholders in proportion to their holdings

+ The company repurchases the sold shares

+ Charter capital is not fully and punctually contributed by the shareholders.

Capital transfer

– Owner is rights to transfer part or all of the company’s charter capital to another organization or individual.

– Limited partners are rights transfer their stakes to other persons

– Within 03 years from the issuance date of the Certificate of Enterprise Registration, the ordinary shares of founding shareholders may be transferred to other founding shareholders and may only be transferred to a person that is not a founding shareholder if the transfer is accepted by the GMS.

Board of Members / Board of Directors / General Meetings of Shareholders

A President and a Director/General Director

– Organizational model owned by an organization:

Shall apply one of the two models below:

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

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

Board of Members, President of the Board of Members, Director/General Director.

– The Board of Members is the supreme governing body of the company,

– Meeting at least once a year

– The Board of Partners shall elect a partner as the President of the Board of Partners, who may concurrently hold the position of Director/General Director of the partnership unless otherwise prescribed by the charter

– The Board of Partners is entitled to decide all business activities of the partnership.

May choose one of the following models:

+The GMS, Board of Directors, Board of Controllers and Director/

General Director

+ The GMS, Board of Directors and Director/

General Director

– The GMS shall consist of all voting shareholders and is the supreme body of a joint stock company

– General Meetings of Shareholders (GMS) shall be convened annually and whenever necessary.

– The owner may directly or hire another person to hold the position of Director/General Director.

Legal representative

– 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.

– Unless otherwise prescribed by the company’s charter, the President of the Board of Members shall be the company’s legal representative.

– The President of the Board of Directors shall be the company’s legal representative unless otherwise prescribed by the company’s charter.

– If the company has more than one legal representative, the President of the Board of Directors and the Director/General Director shall be the company’s legal representatives

Valid meeting

+ The first time: shall be conducted when it is participated by a number of members that hold at least 65% of charter capital;

+ The second time: shall be when it is participated by a number of shareholders that hold at least 50% of charter capital;

+ The third time shall be conducted regardless of the number of charter capital held by the participants.

– In case the Board of Members fails to convene a meeting at the request of a general partner, such member shall convene a meeting of the Board of Partners.

+ The first time: when it is participated by a number of shareholders that represent more than 50% of the votes.

+ The second time: when it is participated by a number of shareholders that represent at least 33% of the votes

+ The third time: shall be conducted regardless of the number of votes represented by the participants.

Ratifying resolutions

– The remaining 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.

– The remaining is from 65% of the total capital contributed by all members attending the meeting or more as approved or according to the company’s charter as otherwise provided.

– The remaining: approved by at least two thirds (2/3) of the general partners.

+ Contents specified in Clause 1, Article 148: will be ratified if it is voted for by a number of shareholders that represent at least 65% of votes of all participants.

+ The remaining is more than 50% of the total votes of all shareholders attending the meeting

– Cumulative voting

– Questionnaire survey: more than 50% of the total votes of all shareholders with the right to vote in favor

– Contents specified in Clause 6 Article 148: only be ratified if it is voted for by a number of preference shareholders that participate in the meeting and hold at least 75% of the same kind of preference shares. In case of questionnaire survey, it needs to be approved by a number of preference shareholders that holding at least 75% of the same kind of preference shares.