Every single goddamn questions

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Law on CIs
● 107 - other business activities of commercial banks
● 126 - Entities to whom extension of credit is not permitted

Law on Enterprises
● 12 - Legal representatives
● 155 - Organizational structure, CRITERIA, and conditions for member of Board of
management
● 157 - Meetings of Board of Management
Introduction to FBL

I. Fundamentals
PUBLIC OR PRIVATE FINANCE
● State Budget -> Public Finance
○ Managed and allocated by the State
● Credits -> Can be both Public or Private Finance
○ Banks offer credit extension but State Bank manage all credit offered by
institutions
● Corporate Finance -> Private
● Insurance -> Can be both Public or Private Finance
○ There are compulsory types that are regulated by the State aside from policies
offered by Insurance companies
● Residential Finance -> Private

BANKING BUSINESSES

1. Activity 1 -> Not banking business

○ Only Temporary funds -> Not permanent supply of Credit
2. Activity 2 -> Not banking business
○ Remits via post office -> not related
3. Activity 3 -> Not banking business -
○ Though the activities fit the above operations -> Not the types of institutions
authorized(?) -> This is not a Credit institution (commercial banks, finance
company)
Question: if there’s sth governed by both Law and Code, and there exists conflicts
between law and code
● Theoretically -> Nothing is higher than the other -> Code and Acts and law ->
promulgated by the same authority (national assembly) -> should have the same

● In reality, if there is A Specialized Law (luật chuyên ngành) -> this will prevails

● Example: Dispute about labor arise => governed by Labor law, even though it is under
civil code
● Example: Late delivery 30 days -> U would want to penalize them -> but it must be
based on the law, not just the mutual agreement
○ According to civil code -> No threshold -> if in the contract there is a 100%
penalty/compensation -> they have to pay 100%
○ Commerce law -> Threshold off 8% of the contract value
=> They have the same validity -> but you must consider what holds more
transactional meaning between the parties
=> You choose according to the commerce law, which have a specific
threshold

LEGAL VALIDITY OF COMMUNIST CHARTER

Điều lệ đảng - Communist Charter’s validity compared to Constitution

● Because communist charter is not issued by the National assembly (so not
Legislation) -> not a legal document;
● Also it’s only applicable to members of the communist party => So Constitution
prevails

Discussion: U want to borrow $1000 -> the lender tells you to pay 20% interest monthly.
After 5 months -> unable to pay back money. Lender decides to sue you.

Answer: You don’t have to pay interest, because the contract is void / invalid -> vô hiệu
● According to ordinance on foreign exchange -> you are not allowed to make
transactions (borrow and lend) in foreign currency in VN - between 2 VNese
parties
=> You have to return the original 1000$ because -> The transaction is invalid
=> So no interest arising from that -> The lender must return the interest amount
● 1 -> Yes
○ Parties -> company A and government;
○ Content -> obligations of A -> pay excise tax (wine);
○ Object -> tax (more: also be governed by commercial law)
● 2 -> No
○ No complete information on whether Company A is a credit institution or not ->
belongs to Civil code only
● 3 -> Yes
○ Banking operations -> based on law on credit institutions
● 4 -> ???
○ Maybe Yes ->
● 5 -> Yes
○ Activities of state
○ Parties: SBV and credit institutions;
○ content -> circular
1. True
2. False.
○ Non-bank CIs cannot take deposits from individuals
3. False
○ Not all banks -> Policy banks
4. False
○ HSBC VN Limited -> set up legal entity in VN, established under the VNese
-> VNese legal entity
=> It is a foreign-owned Credit institution (bank) in Vietnam

● State-owned -> single member limited liability company (100% capital owned by the
State)
● Joint stock commercial bank => joint stock / shareholding
● Joint venture credit institutions -> limited liability company
○ Domestic institutions -> corp between Domestic and Foreign institutions ->
Foreign comes to Domestic and set up an entity under the law of
● Wholly foreign-owned -> limited liability company
 ● Co-operative bank => Co-operative
● Domestic non-bank CI => Shareholding or LLC
● Micro-finance institutions -> limited liability company
● People’s credit fund -> Co-operative

● Situation: A contributes 300 mil, B contributes300 mil, C - 400 mil => Total capital:
1bil. After 1 year, debt of 2 bil -> What is A,B,C liable for if company goes bankrupt
● According to Art 46.1 -> they would only lose what they have contributed. Even though
company has a 2 bil debt -> A,B,C would only lose what they put into
● the additional 1 bil is the debt of the company -> the liability of the contributors and
company is separated
● Situation: what if company only incurs 500 mil debt -> in the capacity to pay of the
company, each contributor is liable proportionately (what they contributed, percentage
wise)

1 -> Company maybe when registered -> not allowed to operate => ONLY counts when u
receive ERC
2 -> article 46 clause 3
3 -> False time limit -> 90 days after the ERC
1. FALSE -> Article 12 clause 2, company (not just LLC - article 54) ⇒ Only “LLC and
shareholding companies may have one or more legal representatives” -> does not
apply to all types of companies (like partnerships and doanh nghiep tu nhan, private
2. TRUE → Art 12.3. As long as that person resides in VN, don’t care about the
nationality
3. FALSE → Art 54.3 Not always -> Charter decides whether the legal representative is
the director or member of member’s council
Questions

1. False → Art 12.2, only shareholding and LLC has one or more
2. False → Art 56.1 chairman must be the member, can't be someone hired from
outside
3. False → Art 4, only state-owned
4. True → Art 64 theo luật thì đúng mà thực tế không ai quan tâm