CHAPTER 1:

OVERVIEW ABOUT THE

ENTERPRISES IN LIGHT OF LAW
ON ENTERPRISES
 OUTLINE

I. DEFINITIONS, CHARACTERISTIC AND TYPES OF

ENTERPRISES

II. ENTERPRISES ESTABLISHMENT AND ENTERPRISE

REGISTRATION APPLICATION

III. RIGHTS AND DUTIES OF AN ENTERPRISES

 I. DEFINITIONS AND
CHARACTERISTIC

• Definition <Art. 4.10 Law on

Enterprises (hereinafter refer to as
LoE)>
• “Enterprise” means an
organisation that has a proper name,
assets, and premises, and is established
or registered in accordance with law for
business purposes.
 2. Characteristics
- An enterprise is an organization that is established by an
individual or several persons according to LoE.
- Must be established or registered in accordance with law
for business purposes.
- Identifying characteristics: Proper name, assets and
premises.
- Purpose: business, profit.
- A household business is established for business but is not
an enterprise.

Only one head quarter

A branch of an enterprise (Art. 44.1)
and A presentative office (Art. 44.2)
 Common point: Both are dependent units and acts
as the authorized representative.
 Differences: A branch of an enterprise has some

or all functions of the enterprise. The business

lines of a branch shall match those of the
enterprise/ A representative office shall not do
business.
 What are the differences between a headquarters

and a branch of an enterprise?

3. Types of enterprises
Sole
proprietorships
Partnership

Single-member
Based on legal
limited liability
form
company
Multiple-member
limited liability
company

Joint stock
company
 Sole
proprietorships
Single owner
Single-
member
Based on limited liability
number of company
owners
Partnership
Multiple-
Multiple member limited
owners liability
company

Joint stock
company
 Partnership
Single-member
limited liability
company
Juridical
person Multiple-
Based on member limited
status of a liability
juridical company
person Joint stock
company
Not Juridical
person Sole
proprietorships
 Sole
proprietorships
Unlimited
liability Partnership

Based on Single-member
the liability limited liability
of owner company

Limited
liability Multiple-
member
limited liability
company
Joint stock
company
 II. ENTERPRISES ESTABLISHMENT AND
ENTERPRISE REGISTRATION APPLICATION
 1. The rights to establish, contribute capital,
buy shares/stakes and manage enterprises
<Art. 17 LoE>
- Rule: Organizations and individuals have the right to
establish and manage enterprises in Vietnam in accordance
with this Law, except for some cases specified.
- 2 types:
+ Organizations and individuals have the right to
establish and manage enterprises: Art. 17.1
+ Organizations and individuals have no right to
establish and manage enterprises: Art. 17.2
 Organizations and individuals do not have the
right to establish and manage enterprises
<Art 17.2>
- State authorities, People’s armed forces using state-owned
assets to establish enterprises to serve their own interests;
- Officials and public employees defined by the Law on Officials
and the Law on Public Employees
Art 20.2 in Anti-corruption Law 2018 states that Office holders in
state organizations are prohibited from: “Establishing, participating
in administration of sole proprietorships, limited liability companies,
joint-stock companies, partnerships and cooperatives …”
- Commissioned officers, non-commissioned officers,
career military personnel, military workers and public
employees in agencies and units of Vietnam People’s
Army; commissioned officers, non-commissioned officers
and public security workers in police authorities and
units, except for those designated and authorized
representatives to manage state-owned stakes in
enterprises or to manage state-owned enterprises;
- Executive officers and managers of state-owned
enterprises
 Minors; people with limited legal capacity; incapacitated people;
people having difficulties controlling their behaviors; organizations
that are not juridical persons
 People who are facing criminal prosecution, kept in temporary
detention, serving an imprisonment sentence, serving an
administrative penalty in a correctional institution or rehabilitation
center, have limited legal capacity or are incapacitated, are not able
to control his/her own behaviors, are banned by the court from
holding certain positions or doing certain works;
 Other cases prescribed by the Law on Bankruptcy and the Anti-
corruption Law.
 Juridical persons who are banned from business operations or
banned from certain fields
Organizations and individuals have the right to
contribute capital, buy shares and stakes of joint
stock companies, limited liability companies and
partnerships in accordance with this Law, except
<Art.17.3>
- State authorities, People’s armed forces contributing
state-owned assets to enterprises to serve their own
interests;
- The entities that are not allowed to contribute capital to
enterprises prescribed by the Law on Officials, the Law on
Public Employees, and the Anti-corruption Law.
 2. Capital contribution

* Asset contribution
* Valuation of contributed asset
* Transfer of ownership of contributed assets
* Contribution of capital: means the contribution of
capital as charter capital to establish a new
company or contribution of additional capital to an
existing company.
3. Company’s business lines

Banned business lines:

- Banned business operations are prescribed by the
National Assembly or Government in Law, Decree, etc.
Restricted business lines:
- Restricted business lines are prescribed by the National
Assembly or Government in Law, Decree, etc.
- Restricted business: requirements regarding capital,
practising certificate, business license, etc.
 4. Name of enterprises and Head Quarter’s
address
* Name of enterprises <Art. 37>
- Might include number and symbol;
- Contain two elements in order: The type of
enterprise and the proper name.
* The enterprise’s headquarters <Art. 42>
- shall be located within Vietnam’s territory,
- is the enterprise’s mailing address,
- has phone number, fax number and email
address (if any).
 Registration of sole proprietorships

1. Business Registration Authorities:

- Provincial Business Registration Authorities
(Department of Planning and Investment): Business
Registration for enterprises.
- District-level Business Registration Authorities:
Business Registration for household business.
2. Responsibility of the registration person and the
Business Registration Authorities
- Registration person: prepare the application.
- Business Registration Authorities: check the
validation of the application.
*Application <Art.19- Art. 22 LoE>:
- The enterprise registration application form, copies of
legal documents of the sole proprietorship’s owner; the
company's charter; the list of partners; copies of legal
documents of the partners;
- Copies of legal documents as required.
- Legal documents of members that are organizations,
documents about the designation of authorized
representatives and their legal documents
* The company's charter <Art. 24 LoE>:

- Adjusting Internal Relationships within the Company

- It can be built according to the template charter or self-
constructed but must contain the essential contents as
stipulated in Article 24.
* Issuance of the Certificate of Enterprise
Registration <Art.27>
- The registered business lines are not
banned
- The enterprise’s name is conformable
- The enterprise registration application is
valid
- The enterprise registration fees are fully paid
in accordance with regulations of law on fees
and charges.
* Content of the Certificate of Enterprise
Registration <Art. 28>
- The enterprise’s name and EID number
- The enterprise’s headquarters address
- Full name, signature, mailing address,
nationality and legal document number of the
legal representative
- The charter capital
III. Rights and duties of an enterprise
1. Rights of enterprises<Art.7>
2. Obligations of enterprises<Art.8>
3. Rights and obligations of enterprises
providing public products and services<Art.9>
IV. The company's charter <Art. 24>

 The company's charter is an agreement among the

company's owners, committing, binding, and setting
standards for the actions, governance, and operations
of its members, managers, and employees.
 The charter is drafted based on a general template
proposed by the law and the agreement among the
company's members, establishing principles regarding
the establishment, management, operation, and
dissolution of the company.
 The charter can be amended and supplemented
during the company's operation.
V. The enterprise’s legal representative <Art.12
and 13>
 The enterprise’s legal representative is the
person that, on behalf of the enterprise,
exercises and performs the rights and
obligations derived from the enterprise’s
transactions, acts as the plaintiff, defendant or
person with relevant interests and duties before
in court, arbitration, and performs other rights
and obligations prescribed by law.
Bạn A tiết kiệm được 10 tỉ, lấy 1 tỉ ra thành lập DN, cất 9
tỉ => Thành lập DN là Cty TNHH 1 TV hoặc DN Tư nhân.
Vậy khác nhau như thế nào? Khi nợ thì giải quyết ntn?
VI. The enterprise’s seals <Art. 43>

 Question: Can the company choose not to have

a seal?