Law on Enterprise 2014

This Law deals with the establishment, organization, restructuring, dissolution, and relevant activities of enterprises, including limited liability companies, joint-stock companies, partnerships, sole proprietorships, and groups of enterprises...

LAW

ON ENTERPRISES

Pursuant to Constitution of Socialist Republic of Vietnam;

The National Assembly promulgates the Law on enterprises.

Chapter I

GENERAL PROVISIONS

Article 1. Scope

This Law deals with the establishment, organization, restructuring, dissolution, and relevant activities of enterprises, including limited liability companies, joint-stock companies, partnerships, sole proprietorships, and groups of enterprises.

Article 2. Regulated entities

1. Enterprises.

2. Agencies, organizations, and individuals involved in the establishment, organization, restructuring, dissolution, and relevant activities of enterprises.

Article 3. Application of the Law on Enterprises and specialized laws

If specialized laws contain regulations on establishment, organization, restructuring, dissolution, and relevant activities of enterprises, such regulations shall apply.

Article 4. Interpretation of terms

In this Law, the terms below are construed as follows:

1. Foreigner means any person who does not have Vietnamese nationality.

2. Shareholder means any individual or organization that owns at least a share of a joint-stock company.

Founding shareholder means any shareholder that owns at least an ordinary share and whose signature is on the list of founding shareholders of the joint-stock company.

3. Dividend means a net profit paid to each share in cash or other assets from the residual profit of the joint-stock company after all financial obligations are fulfilled.

4. Limited liability companies include single-member limited liability companies and multi-member limited liability companies.

5. National business registration portal means a website used for online business registration and access of information about business registration.

6. National Enterprise Registration Database means a collection of data about business registration nationwide.

7. Enterprise means an organization that has its own name, assets, office, and is registered in accordance with law to do business.

8. State-owned company means any enterprise of which 100% charter capital is held by the State.

9. Vietnamese company means any enterprise that is established or registered under Vietnam’s law and has its headquarter located in Vietnam.

10. Permanent residence means the address of the organization’s headquarter or address of the individual’s permanent residence, workplace, or another location that is registered by such person with the enterprise as contact.

11. Market price of a stake or share means the highest price on the market on the previous day, the price agreed between the seller and the buyer, or the price determined by a professional valuation organization.

12. Certificate of Business registration means a paper or electronic file issued by the business registration authority to the enterprise which contains information about business registration.

13. Capital contribution means the contribution of assets to form the company’s charter capital. Capital contribution is either contribution of capital to establish a new enterprise or contribution of additional capital to an existing enterprise.

14. National business registration information system comprises the National Enterprise Registration Database, national business registration portal, and the system infrastructure.

15. Valid application means an application that contains adequate documents as prescribed in this Law, and information on which are declared sufficiently as prescribed by law.

16. Business means the continuous execution of one, some, or all of stages of the investment process such as manufacturing, selling products or services on the market to earn profit.

17. Related person means any organization or individual that has a direct or indirect relationship with the enterprise, including the following cases:

a) The parent company, the manager of the parent company, and the person competent to designate such manager are related persons of subsidiaries in the same group;

b) Subsidiaries are related person of the parent company in the same group;

c) The person or a group of people who can influence the decision making and operation of the enterprise via a managerial body;

d) The enterprise manager;

dd) Spouse, parents, adoptive parents, children, adopted children, brothers-in-law, sisters-in-law of the enterprise manager or the members/partners/shareholders who have the controlling stake or shares;

e) Any person authorized to represent one of the persons or companies mentioned in Points a, b, c, d, and dd of this Clause;

g) The enterprise in which the persons or companies mentioned in Points a, b, c, d, dd, e, and h of this Clause have enough holding to influence the decision making of the managerial bodies of such enterprise;

h) A group of people who have an agreement to acquire stakes, shares, or interests of the company to have influence over the decision making of the company.

18. Enterprise managers is the manager of the company or manager of sole proprietorship, who is either an owner of a sole proprietorship, a general partner, the Chairpersons of the Board of members, a member of the Board of members, the company's President, the Chairperson of the Board of Directors, a member of the Board of Directors, the Director/General Director, or a person holding another managerial position who is entitled to enter into the company’s transactions on behalf of the company according to the company’s charter.

19. Founder means any organization or individual that establishes or contributes capital to establish an enterprise.

20. Foreign investor means any organization or individual that is defined as a foreign investor according to the Law on Investment.

21. Stake means the total value of assets that a member/partner contributes or promises to contribute to a limited liability company or partnership. Stake holding means the ratio of a member/partner’s stake to charter capital of the limited liability company or partnership.

22. Public services/products are services/products necessary for life and socio-economic conditions of the country or communities of certain areas that the State must provide to ensure common interests or National defense and security; the investment in manufacturing and supply of such services/products under market mechanism is not likely to be recouped.

23. Company member means any individual or organization that holds part or all of charter capital of a limited liability company or partnership.

24. Members of a partnership include general partners and capital contributors

25. Enterprise restructuring is either a total division, partial division, consolidation, acquisition of an enterprise, or conversion of the type of business entity.

26. Foreign organization means any organization that is established overseas under another country’s law.

27. Foreign investors’ holding means the total holding of voting capital of all foreign investors in a Vietnamese company.

28. Voting capital means the stake or shares under the ownership of a person who has the right to vote on the issues within the competence to decide the Board of members or the General Meeting of Shareholders.

29. Charter capital means the total value of assets that are contributed or promised to be contributed by members/partners when establishing a limited liability company or partnership; or the total face value of shares that are sold or registered when establishing a joint-stock company.

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Article 213. Specific regulations

The Government shall elaborate the Articles and Clauses as mentioned above.

This Law is passed by the 13^th National Assembly of Socialist Republic of Vietnam during the 8^th session on November 26, 2014.