I. Rules on the partnership company
About the legal model:
Partnership is one of the business models recognized by Vietnamese law. Pursuant to the provisions of clause 1, Article 177 of the Enterprise Law 2020, in order for an enterprise to be recognized as a partnership, it must satisfy the following conditions:
“a) There are at least 02 partners that are joint owners of the company and do business under the same name ((hereinafter referred to as “general partner”). There can be limited partners in addition to general partners;
b) A general partner shall be an individual whose liability for the company’s obligations is equal to all of his/her assets;
c) A limited partner can be an organization or an individual whose liability for the company’s debts is equal to the promised capital contribution’’.
1. A partnership has the status of a juridical person from the date on which the Certificate of Enterprise Registration is granted.
2. A partnership is not allowed to issue any kind of securities.
A “partner” of a partnership comprises general partners and limited partners. In which, the general partner is responsible for the property obligations with all his/her assets. In contrast, limited partners are only liable to the extent of the amount of capital they have committed to contribute.
In the corporate governance model, the Members’ Council is at the top. All members of the company are members of the Members’ Council. Regarding the mode of operation, the Chairman of the Members’ Council may hold a meeting of the Members’ Council when he or she considers it necessary or at the request of a general partner. In case the President of the Members’ Council fails to hold a meeting at the request of a general partner, such members might hold a meeting of the Members’ Council.
Pursuant to Article 179 Enterprise Law, assets of partnerships mainly consist of:
First, assets that are contributed by the partners and have been transferred to the company;
Secondly, assets created under the partnership’s name;
Finally, assets obtained from business activities performed by general partners on behalf of the company and from business activities of the partnership performed by general partners in their own names.
II. Procedures for the establishment of partnerships
In accordance with Article 20 Law on Enterprise 2020, components of dossiers comprise:
“1. The enterprise registration application form.
2. The company’s charter.
3. The list of partners.
4. Copies of legal documents of the partners.
5. Copies of the Certificate of Investment Registration of foreign investors as prescribed by the Law on Investment’’.
In which, according to Article 22 of Decree 01/2021/ND-CP, copies of legal papers include:
“a) Legal papers of individuals for company members being individuals; Legal documents of the organization for members of the company being an organization; Legal documents of the individual for the authorized representative and the document appointing the authorized representative.
For members being foreign organizations, copies of legal papers of the organization must be consular legalized;
b) An investment registration certificate, for the case where the enterprise is established or participated in the establishment by a foreign investor or a foreign-invested economic organization in accordance with the provisions of the Investment Law and other foreign investment documents. implementation manual”.
Step 1: Drafting legal documents
Step 2: Submit an electronic application at the National Enterprise Registration Portal and pay fees
Within 03 working days, the business registration agency will process the application and notify the results.
Step 3: Amend and supplement the dossier at the request of the competent authority (if any).
Step 4: Receive the Certificate of Business Registration by post or directly.
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