A.

True/ False
1. It is the LLC itself, rather than the members personally, that enjoys the
benefit of limited liability. (Nhi)
=> False. Because according to Art. 46.1. A member’s liability for the enterprise’s
debts and other liabilities shall be equal to the amount of capital that member
contributed to the enterprise, except for the cases specified in Clause 4 Article
47 of this Law.
2. In a multi-member LLC, members can freely transfer their stakes to another
person. (Nhi)
=> False. Because according to Art. 52.1. Except for the cases specified in Clause 4
Article 51, Clause 6 and Clause 7 Article 53 of this Law, a member of a multiple-
member limited liability company is entitled to transfer part or all of their stake to
another person. Depends on some situations
3. There is no separation between a one-member limited liability company and
its owner. (Nhi)
=> False. Because according to Art. 74.2 A single-member limited liability company
has the status of a juridical person from the day on which the Certificate of Enterprise
Registration is issued.
4. An LLC can issue bonds to the public. ( Trang)
=> True. According to Art 46.4. Multiple-member limited liability companies may
issue bonds in accordance with this Law and relevant laws; private placement of
bonds shall comply with Article 128 and Article 129 of this Law. => can issue bonds
with some conditions.
5. It is required under the law that an LLC must have an Inspection
Committee/Control Board.
=> False. According to the Art. 79.2 : In case the company’s owner is a state-owned
enterprise prescribed in Clause 1 Article 88 of this Law, a Board of Controllers shall
be established. The establishment of a Board of Controllers in other cases shall be
decided by the company.=> don’t have to establish inspection committee
6. A shareholder has to contribute funds to the company when there is not
enough cash to pay the creditors.
=> False. because according to Art. 111.1c: A shareholder’s liability for the
company’s debts and liabilities is equal to the amount of capital contributed to the
company by the shareholder. => limited liability Therefore, they don't have to
contribute funds in this case.
7. The change in ownership does not affect the existence of a shareholding
company.
=> True. Ownership in a Joint stock company is transferred by the sale of stock.
Besides, according to Art 127.1: Shares may be transferred freely except the cases
specified in Clause 3 Article 120 of this Law and other cases of restriction specified in
the company's charter. The restrictions on transfer of shares specified in the
company's charter are only applicable if they are written in the certificates of the
shares subject to restriction.
8. All types of shares in a shareholding company are freely transferable.
=> False. According to Art 120 sub article 3: 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. In this case, the transferor does not have the right to vote on this
transfer.
Art 116.3 : Holders of super-voting shares must not transfer these shares to other
persons unless it is demanded by an effective court judgment or decision or
transferred in accordance with inheritance laws => not all types of shares can be
freely transferable

9. There is no legal requirement for the minimum and maximum number of

shareholders in a shareholding company.
=> False. According to Art 111.1.b: Shareholders can be organizations and
individuals; the minimum number of shareholders is 03; there is no limit on the
maximum number of shareholders

10. All shareholders have voting rights.

=> False. According to Art 117.3: Holders of participating preference shares do not
have the right to vote, participate in the GMS, nominate candidates for the Board of
Directors and the Board of Controllers, except the cases specified in Clause 6 Article
148 of this Law. => not all shareholders have voting right

B. Problem questions
1. A, B and C found a partnership (D) for running a small hotel. All of them
are general partners. The hotel entered into the contract with E for
supplying rooms in the three-month summer period. The contract value was
200 million VND. The contract was signed by C without knowledge of A
and B. Is the contract legally valid? (Nhi)
Answer: The contract is legally valid because “A, B, C found a partnership D
for running a small hotel” means that they are joint owners and do the business
under the same name (Art. 177.1a). Therefore, according to Art. 181.1b. A
general partner has the right to do business in the partnership’s business lines
on its behalf; negotiate and enter into contracts, transactions or agreements
under conditions that the partner believes to be most beneficial to the
 partnership. So the contract with E for supplying rooms in the three-month
summer period signed by C without knowledge of A and B is completely valid.
2. A, B and C found a partnership (D) for provision of accounting services. At
the time of establishment, A contributed $2 million, B contributed $3
million, C contributed $1 million. All of them are general partners.
a. The partnership D failed to perform its obligation under the contract with E
and had to pay E the damage of $6 million. At that time, D had only the total
asset of $5million. Can E request A and B to pay the remaining amount?

Answer: Yes. E can request A, B and C to pay the remaining amount. Because
according to Art 177.1.b: A general partner shall be an individual whose
liability for the company’s obligations is equal to all of his/her assets.
=> In this case, A, B and C are general partners, they have the obligation to
use their own assets to pay the damages.
181.1dd: Request the partnership and other general partners to provide
information about the partnership’s business performance; inspect the
partnership’s assets, account records and other documents where necessary
jointly liability: trách nhiệm liên đới
Các thành viên hợp danh có trách nhiệm liên đới với những khoản nợ của công
ty
b. Upon E’s request, A had to pay E the remaining amount.
Can A ask B and C to reimburse him?

Answer: Yes. Art. 181.2e: Incur the loss that is proportional to his/her stake
or as agreed in the charter in case the partnership makes a loss.
In this case, A had to pay E in advance, A is entitled to request B and C to reimburse
the principal and interest thereon at market rate.

3. A partnership consists of five general partners, including Quan, Bao, Chien,

Dung and Hung with the capital contribution of respectively 10%, 25%,
10%, 15% and 10%. Cuc (a retired officer) joined the Partnership as a
limited partner and contributed 30%. The stipulation of the company's
charter is similar to current Vietnamese law on enterprises. On March 25,
2021, Bao as Chairman of the Members’ Council and Director of the
Company called a meeting of the Members' Council to make a decision on a
new investment project of the company. The meeting was duly conducted
with the attendance of all members of the company. The decision is voted
on by all members except Bao.
Can the decision on investment be legally ratified? Why?
 Article 182.3. The Board of Partners is entitled to decide all business activities
of the partnership. Unless otherwise prescribed by the charter, the following
issues are subject to approval by at least three fourths (3/4) of the general
partners=> in this case ⅘ partner has vote for the project (more than ¾) so
The project is legal ratified
nếu tính general partner là 100% thì chỉ có bảo không đồng ý là 25%/100%
=> số đồng ý là 75% => đạt yêu cầu như trong art đó
4. In January 2021, A and his two friends, B and C established the ABC
partnership company. A and B are general partners and C is a limited
partner.
a. An one member LLC X owned by D wanted to join ABC partnership as a
general partner. Can company X do so?
=> No, Company X cannot do so. Because one member LLC X is an
organization and according to the Art 177.1.b states that: A general partner
shall be an individual whose liability for the company’s obligations is equal to
all of his/her assets

b. In April 2021, a two-member LLC Y and B agreed that B would contribute

capital to become a member of company Y. Can B contribute capital to
company Y?
=> Yes, B can contribute capital to company Y. Because according to the Art
46.1 said that: a multi-member limited liability company can have 02 – 50
members that are organizations or individuals

c. In May 2021, B signed a one billion loan contract on behalf of ABC with E,
which is due in August 2021. When the debt is due, E asked to pay back VND
1 billion with agreed interest, did A have to pay?
=> Yes, because the one billion loan contract which B signed on behalf of ABC
with E is considered as the debt of ABC, and A is a general partner of ABC
company. According to Art. 177.1 regulated that : A general partner shall be an
individual whose liability for the company’s obligations is equal to all of
his/her assets. Therefore, A also has liability to pay this debt.