BẢNG PHÂN CÔNG, ĐÁNH GIÁ MỨC ĐỘ HOÀN THÀNH CÔNG VIỆC CỦA TỪNG THÀNH VIÊN

MỨC ĐỘ
GHI
STT HỌ VÀ TÊN MSSV PHÂN CÔNG CÔNG VIỆC HOÀN
CHÚ
THÀNH
Quy chế thành viên công ty hợp danh + tổng hợp tài liệu
1 Phạm Phương Nga 2000005484 100%
và kiểm tra
Quy chế thành viên công ty hợp danh + tổng hợp tài liệu
2 Nguyễn Thị Hồng 2000004234 100%
và kiểm tra
3 Nguyễn Thị Kiều Trinh 2000000051 Quy chế thành viên góp vốn 90%
4 Nguyễn Dương Kim Tuyền 2000005401 Các vấn đề tài chính của công ty hợp danh + làm PPT 100%
Lịch sử phát triển của lập pháp về công ty hợp danh.
5 Lê Huỳnh Thoại Vy 2000005591 95%
ở các nước khác có tồn tại công ty hợp danh hay không?
Lịch sử phát triển của lập pháp về công ty hợp danh.
6 Nguyễn Thị Lệ Viển 2000004988 95%
ở các nước khác có tồn tại công ty hợp danh hay không?
7 Ngô Phan Hồng Ngọc Ngân 2000006032 Cơ cấu tổ chứ quản lý công ty hợp danh 95%
8 Trần Bảo Ngân 2000004346 Khái niệm, đặc điểm của công ty hợp danh 90%
9 Phạm Thị Trâm Anh 2000004322 Khái niệm, đặc điểm của công ty hợp danh 85%
10 Hồ Nguyễn Bích Trâm 1900008459 Quy chế thành viên góp vốn 90%
11 Võ Anh Thư 2000006068 Cơ cấu tổ chứ quản lý công ty hợp danh 95%
12 Huỳnh Thanh Phong 2000005788 Các vấn đề tài chính của công ty hợp danh + làm PPT 100%
 PARTNERSHIP COMANY

1. Concept of partnership company.

The partnership model has been established for a long time in the world, originating from
a form of business association between family members or between people who know
each other, doing business together based on trust and equality.

A partnership is a type of company in which members conduct business together under a

common name and are jointly and unlimitedly liable for the company's debts.

Due to the joint nature of unlimited liability, the establishment of a partnership company
is based on the close association of the members, with more emphasis on the personal
factors of the capital contributors than on the contributed capital factors.

The partnership model also develops in many variant forms to suit the commercial
conditions in different countries, the most popular is the limited partnership form, for a
number of members to contribute capital. partnership and has limited liability only to the
amount of capital contributed to the company. This partnership model places decisions on
partnership members and at the same time places responsibility on these entities.

2. Characteristics of a partnership company.

Pursuant to Article 177 of the Enterprise Law 2020, a partnership company includes the
following basic characteristics:

+ The number of members is at least 2, of which there must be at least two general
partners and may have capital contributing members:

General partners are a type of member required to be in a partnership company. They are
individuals who conduct business activities under a common name and are responsible
for the company's obligations with all of their assets me.

A partnership company may have capital contributing members who are responsible for
the company's obligations within the amount of capital contributed to the company.
 + General partners must be responsible with all their assets for the company's
obligations:

General partners must be jointly responsible for paying all remaining debts of the
company if the company's assets are not enough to cover the debts. General partners are
not only responsible for the assets they have contributed to the partnership but are also
responsible for debts that the company does not have enough assets to pay with their own
assets. The liability of general partners is joint responsibility for the obligations of the
company.

+ Capital contributing members are only responsible for the company's debts within
the amount of capital contributed to the company:

Unlike general partners, capital contributing members are only responsible for the
company's obligations within the amount of capital committed to contributing to the
company.

+ Has legal status from the date of issuance of the business registration certificate:

According to the provisions of Article 74 of the 2015 Civil Code, the legal entity must be
an organization.

Independent assets of a partnership are understood as assets owned by the company. In a

partnership company, there is a separation between the company's assets and the assets of
the company's members, including general partners and capital contributing members.

Regarding legal status, the partnership participates in the legal system independently and
is the subject in these relationships. The company itself is the plaintiff or defendant in
lawsuits, commercial disputes or other disputes.

+ Partnership companies are not allowed to issue securities:

The partnership's ability to mobilize capital is narrowed. The company is not allowed to
issue securities to raise capital but can only mobilize capital from admitting new
members and contributing additional capital from existing members. ownership, loans
from other organizations and individuals or legal capital mobilization measures.
 3. History of legal formation of partnership.

+ In the medieval period, at the end of the 17th century, the form of "partnership" became
clear.

+ The partnership type was born late compared to the world because of economic and
social historical conditions. Until the end of the 19th century, the French brought their
company law to Vietnam as a forced legal transplant into our country:

+ Civil law implemented at the Southern Court of Tonkin in 1931: Partnership companies
under the name "Association of People" are divided into two types: Partnership and
Private Partnership.

+ Before 1975: Southern Vietnam applied the Saigon Commercial Code. A partnership is
a commercial association established between two or more people.

+ Starting from the 1959 Constitution: the Soviet economic model was applied in
Vietnam. In addition to nationalized bourgeois, lackey and reactionary companies,
private Vietnamese companies and businesses were transformed into public and private
partnerships.

+ 1990: marked the official recognition of the law on partnerships. However, there are
still many limitations, the company's regulations are not specific and there are no
partnerships in the above legal documents.

+ Enterprise Law 1999: recognizes the existence of two new types of companies,
partnerships and single-member limited liability companies.

+ Enterprise Law 2005: This company model has been stipulated in clearer detail,
suitable for the country's economy.

+The 2014 Enterprise Law and the 2020 Enterprise Law continue to recognize and more
specifically regulate the form of partnerships.
Does a partnership form exist in other countries?

Germany is one of the countries with the earliest corporate regulations. Since the
late 17th century, the partnership business model has been recognized by some European
countries such as Sweden, Denmark,...

In the French Republic, the partnership is a company with a long tradition and
widespread support from the country's merchant class. In 1807, the French issued the
Commercial Code, institutionalizing the concept of freedom of business activities. In
particular, "partnership company is one of the typical types of companies prescribed in
the Commercial Code".

The French use terms such as societas, societas en commomdite to refer to forms
of partnership.

A partnership company in France is often called a "joint venture company... which

is a type of partnership company". Currently, according to the provisions of the French
Commercial Law, "A partnership is a company in which all members have the status of
merchants and have unlimited and joint liability for the company's debts."

In Germany, partnerships are not recognized as legal entities. Because according

to the law, the person who is the creditor of the partnership, when it carries out business
activities, is also the direct creditor of the partnership members.

In Germany, partnerships are not recognized as legal entities. Because according

to the law, the person who is the creditor of the partnership, when it carries out business
activities, is also the direct creditor of the partnership members.

4. Partnership membership regulations.

4.1 Establishing general partner membership.

General partners are joint owners of the company, doing business together under a
common name. General partners can only be individuals and not fall into prohibited cases
as prescribed in Clause 2, Article 17 of the Enterprise Law 2020. The range of individuals
who can become partners is narrower than being an owner of some other types of
businesses.

A general partner is not allowed to be the owner of a private enterprise or a general

partner of another partnership, unless otherwise agreed by the remaining general partners
(Clause 1, Article 180 of the Enterprises Law 2020).

Partnership membership status can be established in the following cases:

1. Be a founding member of the company when contributing capital to establish the

company.

Investors will prepare the necessary conditions to do business together in the form of a
partnership. In this case, the partnership member status of the investors is established
from the time the partnership company is recognized by the State by issuing a Business
Registration Certificate.

2. Join the partnership when the company admits new members.

Establishing a new partnership sometimes costs resources and takes a lot of time to affirm
its position in the market, so investors can choose other options such as joining a
partnership. when this company needs to admit new partnership members. However,
because the nature of a partnership is based on a close bond between partners, the
reception of new partners must be carried out according to a fairly strict process.

Clause 1, Article 180 of the Enterprises Law 2020 stipulates that a partnership company
can accept new partners but must be approved by the Board of Members. The voting
mechanism of the Board of Members in this case must be approved by at least 3/4 of the
total number of partners, if the company Charter does not stipulate otherwise. Thus, to be
able to join the company at this time requires a fairly high voting rate, because this is a
way to form a new bond between partnership members.

3. Receive transfer of capital contributions from partnership members.

The transfer of capital contribution of a general partner must be approved by the

remaining general members. A general partner only has the right to transfer part or all of
his/her capital contribution in the company to another person if Obtain the approval of
the remaining partners and the quick transferee becomes a partner of the company.
Transfer of capital contributions of partners is understood in a broad sense, including
buying, selling, and donating capital contributions.

4. Inherit the capital contribution of a partnership member who dies or is declared

dead by the court (Point h, Clause 1, Article 181 of the Law on Enterprises 2020).

In this case, the heir can become a partner if approved by the board of members.

Article 186 of the Enterprise Law stipulates: new partners must be jointly responsible
with all their assets for all debts and other property obligations of the company, including
obligations arising before becoming become a general partner, unless the new general
partner and the remaining members have otherwise agreed.

4.2 Termination of partnership membership.

Partnership membership status is terminated in the following cases:

1. Partnership members voluntarily withdraw capital from the company.

Unlike limited liability companies and joint stock companies, corporate law stipulates a
mechanism to withdraw capital directly from the charter capital of a partnership based on
the will of the partners.

The withdrawal of capital from the company by partners is essentially based on an

internal agreement between partners. Accordingly, if the company charter does not
stipulate, the decision to accept a general partner withdrawing from the company must be
approved by at least 3/4 of the total number of general partners.

The conditions for partners to withdraw capital from the company are formal compliance
(request to withdraw capital must be expressed in writing); comply with the notice period
(no later than 6 months before the capital withdrawal date) and can only withdraw capital
at the end of the fiscal year and the financial report of that fiscal year has been approved.

Withdrawal of capital from the company by a general partner leads to a reduction in the
company's charter capital; directly affects the company's ability to fulfill its property
obligations. To eliminate the possibility of general partners colluding with each other to
abdicate their responsibilities, the 2020 Enterprise Law also sets out the responsibilities
of general partners who withdraw capital from the company and must be jointly
responsible. with all of its assets for the company's debts incurred before the date of
termination of membership status within 02 years from the date of termination of
partnership membership status. This is one of the differences between a partnership and a
limited liability company and a joint stock company.

2. A general partner dies, is missing, has limited or lost civil act capacity, and has
difficulty in cognition and behavior control.

In case a partner dies, the member's heirs are entitled to the value of the company's assets
after deducting the debts that are the member's responsibility. Heirs can become partners
if approved by the Board of Members. This is the case that terminates the status of a
partnership member but can also lead to the establishment of membership status for
another person if approved by the Board of Members of the partnership.

In the case of termination of the membership status of a member who is limited or has
lost civil act capacity or has difficulty in cognition and behavior control, that member's
capital contribution will be refunded fairly and satisfactory.

3. A general partner is expelled from the company.

As stipulated in Clause 3, Article 185 of the Law on Enterprises 2020, if the company
charter does not stipulate otherwise, the decision to expel must be approved by at least
3/4 of the total number of partners. In case a general partner is expelled from the
company, within 2 years from the date of termination of general partner status, this
person must still be jointly responsible with all of his or her assets for the debts. The
company's debts were incurred before the date of termination of membership.

4. A general partner is serving a prison sentence or is banned by a court from

practicing certain professions or doing certain jobs according to the provisions of
law.
5. A general partner transfers all of his/her capital contribution in the company to
another person if approved by the remaining general partners.
6. Other cases prescribed by the company charter.

A partner's ability to withdraw from the company is very limited, because the company is
by nature a closed association between members. Even in cases where capital is refunded
due to being expelled from the company, it is also due to the decision of the board of
members. This restriction binds the partners' responsibilities for the company's business
activities.

In essence, expressed by two main factors:

- A general partner is the legal representative of the company, conducting business

in the company's business lines on behalf of the company through direct acts of
establishing contracts and using the company's assets to do business. joint.

- Partners are jointly responsible for the company's obligations.

4.3 Rights of general partners.

Clause 1, Article 181 of the Law on Enterprises 2020:

 Right to participate, discuss and vote on company issues;

 The right to act on behalf of the company to conduct business activities in the
registered industries and professions, to legally represent the company when
negotiating and signing contracts with conditions that the member considers most
beneficial to the company. ty;
 Right to use company assets for business activities;
 Right to request the company to compensate for losses from business activities;
 The right to share the value of assets in proportion to the capital contribution ratio
or according to agreement;
 Right to request the supplier company or other partnership members to provide
information about the business situation;
 The right to transfer and bequeath the value of the company's assets after
deducting the debts and obligations of other assets under the responsibility of the
partnership members;
 Other rights as prescribed by Enterprise Law and company charter.

4.4 Obligations of general partners

Clause 2, Article 181 of the Law on Enterprises 2020:

  Conduct management and conduct business activities honestly, carefully and in
the best way to ensure maximum legal benefits for the company.
 Conduct management and conduct business activities in accordance with the
provisions of law.
 Do not use company assets for personal gain or to benefit individual organizations.
 Return to the company the money and assets received and compensate for damage
caused to the company in the name of the company on behalf of an individual or
another person.
 Bear losses corresponding to the capital contributed to the company or according
to agreement.
 Regularly report honestly and accurately in writing on business situation and
results every month.
 Jointly responsible for paying all remaining debts of the company.

Example:

Company A is a partnership, with 2 partners, B and C.

When company A has risks in business, leading to bankruptcy, B and C must be jointly
responsible for company A's debts with registered assets as capital contributions. In case
the assets contributed as capital are insufficient, B and C must be jointly responsible for
paying off the remaining debts of the company with their assets.

5. Regulations on capital contributing members.

5.1 Regarding responsibility regime.

Capital contributing members have limited liability. Capital contributing members are
only responsible within the amount of capital contributed to the company.

5.2 Establish capital contribution member status.

Capital members are a type of member that is not required in a partnership company.
Capital contributing members can be individuals, organizations and at the same time do
not fall into the cases specified in Clause 3, Article 17 of the Law on Enterprises 2020.
The status of capital contributing members can be established in the following cases:

- Participate in capital contribution right at the time of establishing the partnership

company
- Contribute capital when the company increases its charter capital by mobilizing
additional capital contributions. The admission of new capital contributing
members must be approved by the board of members
- Receive transfer of capital contributions from capital contributing members of the
company
- Inherited or given as a gift; In case a capital contributing member dies, the heir
will replace the deceased member and become a capital contributing member of
the company.
- Forms of consideration according to the provisions of law and company charter.

5.3 Termination of status.

- A capital contributing member who is an individual dies; Members donate their

entire capital contribution in the company to others;
- Capital contributing members are expelled from the company according to the
decision of the Board of Members;
- Capital contributing members transfer their entire capital contribution in the
company to another person;
- Other forms as prescribed by law and the company's Charter (For example: Using
your entire capital contribution in the company to pay debts according to the
provisions of law and the company's Charter).
 The establishment and termination of capital contribution member status is
not subject to strict conditions like that of a partnership member.

5.4 Rights and obligation of capital contributing members.

- Decide on your capital contribution;

- Receive a share of the company's profits and remaining asset value corresponding
to the capital contribution ratio in the company's charter capital;
 - Be provided with information about the company's business situation and results,
review accounting books, minute books, contracts, transactions, records and other
documents of the company;
- The right to conduct business in the company's name or on behalf of another
person.

What are the basic rights of capital contributing members when participating in a
partnership?

 The basic right of capital contributing members when participating in a

partnership is essentially the right to share profits, not the right to manage the
company.

Do capital contributing members have unlimited liability?

 Capital contributing members are not jointly and severally liable like general
partners but are only responsible for the company's debts and other property
obligations within the amount of capital they commit to contribute.

6. Financial issues of the partnership company.

6.1 Issue of capital contribution by company members.

General partners and capital contributing members have the obligation to contribute
capital in full and on time as committed.

- Assets contributed as capital to a partnership include:

- Assets contributed as capital by members have been transferred to the
company;
- Assets created are in the company
- Assets obtained from business activities performed by general partners on
behalf of the company and from business activities of the company performed
by general partners on behalf of individuals;
- Other assets as prescribed by law.

Note: The partnership's assets are separate from the assets owned by the members.
 6.2 Increase or decrease in charter capital.

The capital contributions of the members constitute the charter capital of the partnership.
A partnership company can increase its charter capital by increasing the capital
contributions of existing members or accepting capital contributions from new members.

Reducing charter capital:

- Termination of membership:

+ Voluntarily withdraw capital from the company;

+ Deceased, declared missing by the Court, limited civil act capacity or lost
civil act capacity;
+ Being expelled from the company;
+ Other cases prescribed by the company charter.

- Expelling capital contributors from the company:

+ Inability to contribute capital or not contribute capital as committed after

the company has made a second request;
+ Violation of regulations in Article 175 of the Enterprise Law 2020;
+ Conducting business dishonestly, without due care or other inappropriate
behavior causing serious damage to the interests of the company and other
members;
+ Failure to properly perform the obligations of a partnership member.

7. Organizational structure and management of a partnership company.

7.1 The Board of members.

The Board of Members is the body with the right to decide all business affairs. Includes:
Chairman of the Board of Members, elected from the partnership members.

The decision of the Board of members must be approved by at least 3/4 of the total
number of partners unless otherwise stipulated in the company charter (Clause 3, Article
182 of the Law on Enterprises 2020).
Includes decisions on:

 Company development orientation and strategy;

 Amending and supplementing the company charter;
 Accepting new members;
 Decide on investment proposals;
 …

Decisions of the Board of members on other issues not specified must be approved by at
least 2/3 of the total number of partners.

Capital contributing members have the right to vote on issues specified in Point a, Clause
1, Article 187 of the Law on Enterprises 2020.

The Board of Members is convened for a meeting by the Chairman of the Board of
Members in the following cases:

 When the Chairman of the Board of Members considers it necessary;

 At the request of partnership members.

7.2 Chairman of the Board of members and Director or General Director of

the partnership company.

The Chairman of the Board of Members is also the Director or General Director of the
company if the company charter does not provide otherwise. The chairman of the board
of members must be a general partner.

7.3 The issue of management and operation of a partnership by general

partners.

In a partnership, general partners are both owners and managers of the company. Their
representation rights are not limited, except by agreement of the partners. However, such
agreements are only binding on the partners, and do not bind third parties unless the third
party is aware of the agreement. This is to protect the interests of third parties in
transactions with general partners.
 General partners have unlimited liability for company debts and obligations.
 Activities outside the company's scope are not the company's responsibility unless
approved by other partners.
 General partners have equal representation rights, potentially leading to power
dispersion.
 Partnerships rely on trust and cooperation among general partners.
 Effective coordination mechanisms are crucial for partnership success.
 Partnerships operate under a flexible governance structure determined by general
partners.
 General partners share the authority to manage the company's business activities.
 Clear agreements dividing business activities are essential to prevent conflicts
among partners.