The Law 68/2014/qh13: Enterprise

Original Language Title: Luật 68/2014/QH13: Doanh nghiệp

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CONGRESS
Number: 68 /2014/QH13
THE SOCIALIST REPUBLIC OF VIETNAM.
Independence-Freedom-Happiness
Hanoi, November 26, 2014

LAW.

Business

______

The Constitution of the Socialist Republic of Vietnam.

Congress enacted the Law of Enterprise.

Chapter I

COMMON RULES

What? 1. The adjustment range

The law provides for the establishment, organization of management, reorganization, dissolution and related activities of the business, including the LLC, the holding company, the private company, and the private enterprise; the regulation of the company group.

What? 2. Subject applies

1. Businesses.

2. Agency, organization, individuals are involved in the establishment, management organization, reorganization, dissolution and related activities of the business.

What? 3. Apply Business Law and Professional Laws

A specialized law school has a specific regulation on the establishment, organization of management, reorganization, dissolution and related activities of the business that applies the rules of that law.

What? 4. Explain the word

In this Law, the words below are understood as follows:

1. Foreign individuals who does not have the nationality of Vietnam.

2. Shareholder Personally, the organization owns at least one stake in the holding company.

Ancient East is the shareholder who owns at least one common stake and signed on the list of shares of the holding company.

3. Dividends is a net profit that is paid to each share by cash or by other assets from the rest of the stock company ' s remaining profits after having taken the obligation on the financing.

4. Limited liability company including a limited liability company and a two-member LLC.

5. National portal Business registration. is an electronic information portal used to register the business through the network, access the information about the business registration.

6. National Database for Business Registration is the set of data on corporate registration on a nationwide scale.

7. Business is the organization with its own name, whose property, which has its trading headquarters, is registered as established by the rule of law aimed at the purpose of business.

8. State Business is the state-owned business that holds 100% of the charter capital.

9. Vietnam Business is an established or registered business under the Vietnamese law and has its headquarters in Vietnam.

10. Permanent address is the host registry address, for the organization; the address register for the permanent residence or address of the individual's work or address where the person is registered with the business to make the contact address.

11. Market price of the contribution portion or stake is the price of trading on the highest market the previous day, the price of agreement between the seller and the buyer, or the price issued by a professional price appraisal organization.

12. Enterprise Registration certificate is the text or electronic copy that the Business Registry granted to the business to record the information about the business registration.

13. Capital is the asset contribution to the creation of the company ' s charter capital. Capital contributions include capital contributions to the establishment of a business or to the contribution of the charter capital of the established business.

14. National Information Systems for Business Registration including the National Database of Enterprise Registration, the National Portal of Enterprise Registration and Systems Engineering Infrastructure.

15. Valid Profile is a fully licensed file under the provisions of this Law and the contents of those papers are fully prescribed by law.

16. Business is the continuous implementation of one, some or all of the work of the process, investment, from production to product consumption or service supply on the market for lucrative purposes.

17. The person involved. is the organization, the individual with direct or indirect relations with the business in the following cases:

a) The parent company, the parent company manager and the person who has the authority to appoint that manager for the subsidiary in the company group;

b) The subsidiary to the parent company in the company group;

c) People or groups of people have the ability to govern decision making, the operation of that business through the enterprise management agency;

d) Enterprise manager;

Wives, husbands, fathers, fathers, fathers, mothers, children, children, children, sisters, siblings, siblings, brothers, brothers, brides, sister-in-law, sister-in-law, sister-in-law, sister-in-law.

e) The individual is authorized to represent people, the company stipulated at points a, b, c, d and this clause;

g) The business in which those, the company stipulated at points a, b, c, d, e, e and h are in possession to the extent that govern the decision making of the regulatory agencies in that business;

h) The group of people agreement with coordination to capture the portion of the capital, share, or interest in the company or to govern the company's decision making.

18. Enterprise Manager is the corporate manager and private enterprise manager, including private enterprise owner, a member of the Board of Directors, Member of the Board Member, Member of the Board, Chairman of the Company, Chairman of the Board, Member of the Board of Directors. The Director or General Manager and individual holding the title of other management has the authority on behalf of the company to sign the company's transaction at the rules of the Company.

19. Enterprise is the organization, the individual who founded or contributes to the establishment of the business.

20. Foreign investor is organized, the individual is understood to be a foreign investor under the provisions of the Investment Law.

21. Capital Part is the total asset value of a member who has contributed or committed to contributing to a limited liability company, the company that is listed. The percentage of equity contributes to the percentage of a member's contribution and the charter capital of the LLC, the company that is listed.

22. Products, utility services is the product, the essential service to the economic-social life of the country, the residential community of an area of territory that the State needs to guarantee for the common interest or guarantee of defense, security and the production, product supply, this service according to the agency. The market is hard to offset costs.

23. Company member is personally, the organization that owns part or the entire charter capital of the LLC or the company that is in the name.

24. Company member. including a member of the title and a member of the capital.

25. Reorganize business. is the split, split, merge, merged or transformed the kind of enterprise type.

26. Foreign organization. is an established organization abroad under foreign law.

27. The share ownership rate, the contribution of foreign investors to foreign investors is the total ownership percentage that has the voting rights of all foreign investors in a Vietnamese business.

28. I have a right to vote. is the part of equity or equity, whereby the owner has the right to vote on the matters of the decision authority of the Council of Membership or the Grand Council of the shareholders.

29. Rules is a total asset value made by members who have contributed to or committed to the establishment of a limited liability company, the company that is listed as a total value of the shares sold or have been registered as an enterprise for the holding company.

What? 5. The State ' s guarantee to the business and business owners

1. The state recognizes the long-term existence and development of the types of businesses prescribed in this Law; the equality of equality before the law of businesses does not distinguish the form of ownership and economic component; acknowledging the profitability of the business. It's the business of business.

2. The state recognizes and protects the ownership of property, capital investment, income, rights, and other legitimate interests of the business and business owners.

3. The legal capital and equity of the business and the owner of the business are not nationalized, not seized by administrative measure.

The real case is necessary for defense, security or for national interest, emergency, room, anti-natural, anti-disaster, or requiitated display of business assets; the case of purchase, the business is liquorated. accounting, the business application case is compensated at the market price at the time of the purchase or requiitation. Payment or compensation must guarantee the benefits of the business and do not distinguish between the types of business.

What? 6. Political organization, political organization-social organization in the business

1. The political organization, the political organization-the social organization in the business that operates under the provisions of the Constitution, the law and the organizational Charter.

2. The business has a respectful and unimpediable obligation, which makes it difficult for the establishment of political organization, political organization-society at the business; it is not hindered, which makes it difficult for workers to engage in activities in these institutions.

What? 7. Corporate Rights

1. Free business in the industry, the profession that the law does not prohibit.

2. Business autonomy and the choice of business organization; the employer selects industry, profession, venue, business form; and industry, business, and business.

3. Option of form, method of mobiling, allocation and capital use.

4. The employer searches for the market, the customer and the contract sign.

5. export business, import.

6. Recruit, hire and employer by business requirements.

7. Host the application of science and technology to enhance business efficiency and competiability.

8. Occupation, use, settle the assets of the business.

9. deny request to provide undefined resources by law and law

10. Petition, denouncing by the law of the complaint of the complaint, denouncing.

11. Participate in accordance with the rule of law.

12. Other rights according to the regulation of the relevant law.

What? 8. Business ' s obligation

1. Responding to a sufficient business condition when business business, business investment is conditional on the provisions of the Investment Law and ensuring maintaining sufficient investment in that business investment throughout the course of business.

2. Organization of accountaction accounting, set and file for honest, accurate, timely financial statements as defined by law on accounting, statistics.

3. Tax prescriptions, pay taxes and perform other financial obligations under the rule of law.

4. Secure the right, legitimate interests, the government ' s legitimate pursuits to the law of labour; not to be discriminated against and insulting the honor, the dignity of the worker in the business; is not used in forced labor and labor. Children; support and facilitalization of employers who engage in training to enhance their qualifications, skills; implementing social insurance, unemployment insurance, health insurance and other insurance for employers by law.

5. Assure and take responsibility for the quality of goods, services by standard prescribed by law or registered criteria.

6. Full execution, in time of the obligations of corporate registration, registration changes in corporate registration content, public information about the establishment and operation, report and other obligations under the regulation of this Law and other regulation of the law that is available in the United States. All right.

7. Responsible for the integrity, the correct information of the manifest information in the business registration records and the reports; the case of the detection of prescribable information or the correct, incomplete report must promptly revise, add the information to the report. Yeah.

8. comply with the regulation of the law on defense, security, order, social safety, gender equality, protection of resources, the environment, protection of historical and cultural heritage sites.

9. Do the obligation on business ethics to secure the right, the legitimate interests of the customer and the consumer.

What? 9. The rights and obligations of the business provide products, utility services and services

1. The rights and obligations of regulation in Article 7, Article 8 and other regulation are relevant of this Law.

2. Be accounted for and offset costs by law on the regulatory bid or the cost of using the service by the regulation of the competent state agency.

3. Be secured the deadline for product supply, the proper service to recover investment capital and have reasonable interest.

4. Supply of products, services of sufficient quantities, the right quality and the deadline has committed to the price or fees provided by the state agency with regulatory authority.

5. Secure the same fair and favorable conditions for the customers.

6. Accountable to the law and the customer in terms of quantity, quality, supply and price conditions, product fees, supply services.

What? 10. s criteria, rights and obligations of social enterprise

1. Social Enterprise must meet the following criteria:

a) A registered business established by the rules of this Law;

b) The operational goal aims to address social, environmental issues for the benefit of the community;

c) Using at least 51% of the total annual profits of the business to reinvest in the implementation of social, environmental, and environmental goals.

2. In addition to the rights and obligations of the business under the provisions of this Law, the social enterprise has the following rights and obligations:

a) Maintenance of regulation and regulation at point b and point c 1 This is throughout the course of the operation; the business case is working to turn into social enterprise or social enterprise that wants to give up social, environmental, and social goals. is not using a profit to reinvest then the business must inform the authorities with the authority to proceed with the procedure under the law;

b) The owner of the business, the social enterprise manager is considered, facilitated and supported in the granting of licenses, certificates, and certificates related by the rule of law;

c) Being mobilized and receiving funding in different forms from individuals, businesses, NGOs and other organizations of Vietnam and abroad to offset the cost of management and operating costs of the business;

d) Do not use the mobiling grants for other purposes other than offset the cost of management and operating costs to address the social problem, the environment in which the business has registered;

In the case of incentives, support, social enterprise must periodically report the agency's authority over the operational situation of the business.

3. The state has a policy of encouraging, supporting and promoting social enterprise development.

4. The government regulates this.

What? 11. Business retention mode

1. Depending on the type, the business must save the following documents:

a) the company charter; the company ' s internal management process; member registration or shareholder register;

b) The protection of the right of industrial ownership; the certificate of registration of the quality of the product; permits and other certificates;

c) Documents, papers that confirm the ownership of the company ' s assets;

d) The Council of the Member Council, the General Assembly of the East, the Board of Directors; the decisions of the business;

The prospectate for the securities,

e) Report of the Control Board, the conclusion of the inspection agency, the conclusion of the audit organization;

g) The accounting book, accounting from accounting, annual financial statements.

2. The business must save the specified documents at one Article at the headquarters or other location specified in the Company Charter; the retention deadline is made by the regulation of the relevant law.

What? 12. The report changes the information of the business manager

The business must report the Business Registry where the business has its headquarters in the five-day period, since the date of the change of information about them, name, contact address, nationality, citizen ID number, People ' s ID cards, Pastial or passport. The other legal personalization of the following:

1. Member of the Board of Directors for the holding company;

2. Member of the Control Board or Control Officer;

3. Director or General Manager.

What? 13. The representative under the law of the business

1. The legal representative of the business is the individual representing the business that performs the rights and obligations that arise from the transaction of the business, which represents the business as a plaintip, defendant, who has the rights, the obligation involved. prior to the Referee, the Court and other rights and obligations under the rule of law.

2. The LLC and the holding company may have one or more representative persons under the law. The corporate charter specifies the number of numbers, the title of management and the right, the obligation of the representative under the law of the business.

3. Businesses have to make sure there is always at least one representative under the law residing in Vietnam. The business case has only one law representative who has to reside in Vietnam and must authorize a written mandate for others to exercise the rights and obligations of the representative under the law when it comes from Vietnam. In this case, the representative under the law was still responsible for the exercise of the right and duty of the mandate.

4. The case expires under paragraph 3 This by which the business representative of the business of the business has not returned to Vietnam and has no other mandate to do according to the following regulation:

a) The authorized person continues to implement the rights and obligations of the representative under the law of private enterprise within the range that has been authorized until the legal representative of the business returns to work at the business;

b) The authorized person continues to carry out the rights and obligations of the representative under the law of the LLC, the holding company, the company that is in the scope of the authorized scope until the representative under the law of the company. back to work at the company or until the owner of the company, the Board of Membership, Board of Directors, decides to send others as a representative under the law of the business.

5. The business case has only one representative in law and this person is absent in Vietnam for more than 30 days without authorization for others to carry out the rights and obligations of the agent in accordance with the law of the business or die, missing, Prison sentence, prison sentence, restricted or loss of civil conduct, company owner, Council of Membership, the Board of Directors of others as a representative under the law of the company.

6. For a limited liability company that has two members, if a member is an individual as a representative under the law of the detained firm, sentenced to prison, escaped from residence, lost or restricted to civil conduct or by the Court of the Court of Rights. It ' s an act of trafficking, counterfeit goods, illegal businesses, tax evasion, fraud, and other crimes under the rules of the Criminal Code, and the rest of the city is, of course, being a representative under the law of the company until the new decision is made. of the Council of Membership of the Company in accordance with the law of the company.

7. In some special cases, the Court has the authority to have the right to specify a representative under the law during proceedings in the Court.

What? 14. The responsibility of the agent according to the law of the business

1. The representative under the law of the business has the following responsibility:

a) Perform the rights and obligations to be delivered in a honest, careful, best way to secure the legitimate interests of the business;

b) Loyinto with the interests of the business; do not use information, tips, business opportunities of the business, do not abuse the status, post and use of the property of the business to benefit or serve the interests of the organization, the other individual;

c) timely, fully informed, accurate business for the business of that representative and their relevant person as owner or having a share, the portion of which is dominant in other businesses.

2. The representative under the law of the business is personally responsible for the damage to the business due to the violation of the specified obligations at 1 Article.

What? 15. The representative under the sovereignty of the owner, member, shareholder is the organization.

1. The representative under the sovereignty of the owner, member, shareholder of the company is the institution that is to be the authorized individual by the name of the owner, the member, the shareholder who performs the rights and obligations under the provisions of this Law.

2. The Company ' s charter case has no other regulation then the election of the representative under the authority to do according to the following regulation:

a) The organization is a two-member LLC member who owns at least 35% of the charter capital that can authorize a maximum of 3 representatives;

b) The organization is a shareholder company that owns at least 10% of the total share of the common shares that can authorize a maximum of 3 people to represent.

3. The owner of the owner, member, shareholder of the company is the organization of many authorized delegated representatives that must define a particular portion of the capital, the number of shares, for each representative. Where the owner, member, shareholder of the company does not determine the portion of the capital, the corresponding shares for each authorized representative, the portion of which, the share of the shares, shall be divided evenly among the number of authorized representatives.

4. The designation of the authorized representative must be written in writing, must notify the company and only take effect on the company since the date the company received the announcement. The authorized text must have the following principal content:

a) Name, enterprise number code, the headquarters address of the owner, member, shareholder;

b) The number of delegated representatives and the proportion of shares, the corresponding portion of which each representative is authorized;

c) They, names, permanent addresses, nationality, number of citizen ID cards, People's ID cards, passports, or other legal personal testimony by authorized representatives;

d) The respective of the respective authorship of each delegate by proxy; in which the date of the start is authorized;

They, the names, the signatures of the representative according to the laws of the owners, members, shareholders and of the authorized representative.

5. The authorized representative must have the following standards and conditions:

a) There is a full power of the people;

b) No object is prohibited from being established and managed business;

c) Member, shareholder is a company that has a portion of the capital or shares held by the state over 50% of the unelected capital, the father, father, father, mother, mother, child, child, child, brother, brother, sister, brother of the manager and of the late judge. the right to appoint a company manager as a proxy representative at another company;

d) Other standards and conditions due to the Rules of Regulation.

What? 16. The responsibility of the representative under the sovereignty of the owner, member, shareholder is the organization.

1. The representative on the behalf of the owner of the owner, member, shareholder exercises the rights and obligations of the owner, member, shareholder at the Council of Membership, the Grand Council of the shareholders as defined by the Law. Every limitation of the owner, member, shareholder to the authorized representative in the implementation of the rights, the obligations of the owner, member, shareholder corresponding at the Board of Member, the Grand Council of the shareholders is not valid for the party. Third.

2. The authorized representative is responsible for the full participation of the Board of the Member Council, the Grand Council of the Eastern Council; the exercise of the rights and obligations delegated to an honest, careful, best, protection of the legitimate interests of the owner, the city. Yuan, shareholder authorized.

3. The authorized representative is accountable to the owner, member, shareholder of the commission due to the breach of regulatory obligations at this. The owner, member, proxy shareholder is responsible for the third-party responsibility for the responsibility to arise regarding the rights and obligations made through the authorized representative.

What? 17. Serious offenses

1. Level or rejection of a Business Registration Certificate, requiring the founder of the business to submit additional paperwork contrary to the regulation of this Law; cause delays, trouble, obstruction, book of noise creation, and business activities of the company. Business.

2. Prevent the owners, members, shareholders of the business to implement the rights, obligations under the provisions of this Law and the Company Charter.

3. Business activity in the form of a business without registering or continuing business when it is revoked the Business Registration Certificate.

4. Prescribable is not exactly honest, not exactly the business registration records and the registration profile contents change the business registration content.

5. The specified capital enumeration, which does not contribute to the specified capital number as registered; attempts to value the assets that are inherently uncorrect.

6. Business of disciplines, business investment prohibition; business business, business investment is conditional upon not having enough business conditions under the provisions of the Investment Law or does not guarantee sufficient business conditions in the course of operation.

7. Money laundering, fraud.

Chapter II

ENTERPRISE ESTABLISHMENT

What? 18. The right to establish, fund capital, buy shares, purchase equity and enterprise management

1. Organization, individuals have the right to establish and manage the business in Vietnam as provisions of this Law, except for the specified case at paragraph 2 This.

2. Organization, the following individual does not have the right to establish and manage the business in Vietnam:

a) The state agency, the people ' s armed unit that uses state assets to establish its own revenue business for the agency, its unit;

b) Officer, official, official under the provisions of the law on cadres, civil officials, officials;

c) Officer, corporal officer, professional soldier, worker, defense officer in the agencies, units of the People 's Army; officer, corporal officer in the agencies, units of the Vietnam People' s Security, except those who were sent to do so. representing the mandate to manage the portion of the State ' s contribution at the business;

d) Leadership Officer, managing a business in the state enterprise, except those who are sent as delegated representative to manage the portion of the state's contribution to other businesses;

He is not a young man; he is limited to the power of the people, or of the loss of the power of the people; and the organization shall be no legal;

e) Who is being subject to criminal responsibility, accepting a prison sentence, the decision to process administrative duties at a mandatory detention facility, compulsory education facility, or is being barred from doing business, taking on the office or doing a certain job, relating to the investigation. business according to the decision of the Court; other cases by the rule of law on bankruptcy, room, anti-corruption.

In the case of the required business registry, a registered business person must submit a judicial calendar for the Business Registry.

3. Organization, individual who has the right to a capital, buy a share, purchase the portion of the capital that contributes to the holding company, the LLC, the company that is in accordance with the provisions of this Law, except the following case:

a) The state agency, the people ' s armed unit that uses the state property that contributes to the business to benefit the agency, the unit itself;

b) The subjects are not contributing to the business as defined by the law of cadres, civil officials.

4. Private income for the agency, unit by point a paragraph 2 and point a 3 This is the use of income in all forms acquired from business activity, from capital gains, share purchase, purchase of capital contributed to one of the following purposes:

a) Divide in all forms for some or all those who rule at b point and point c 2 This;

b) Additional on the operational budget of the agency, the left unit with the rule of law on the state budget;

c) Set up a fund or supplement to the fund that serves its own interests, the unit.

What? 19. pre-registration of business

1. The established business person is signed on the types of contracts for the establishment and operation of the previous business and during the business registration process.

2. The established business case, the business must continue to exercise its rights and obligations from the contract that has signed the stipulation at 1 Article, minus the case of other agreements with other agreements.

3. The business case is not registered as established, the signing of the contract pursues to the stipulation at paragraph 1 This is responsible for or the founder of the union business is responsible for implementing that contract.

What? 20. Private enterprise registration records

1. Business registration proposal.

2. copy of the citizenship card, People's ID, passport, or other legal personal testimony by private enterprise owners.

What? 21. The company ' s corporate registration record is listed

1. Business registration proposal.

2. Company charter.

3. List of members.

4. People ID Card, People's ID, passport, or other legal personal endorsement of the members.

5. The copy of the Certificate of Investment Registration for Foreign Investment in accordance with the provisions of the Investment Law.

What? 22. Corporate registration record of limited liability company

1. Business registration proposal.

2. Company charter.

3. List of members.

4. Copy the following papers:

a) citizenship ID, People's ID, passport, or other legitimate personal identity of the members is personal;

b) The established decision, Corporate Registration Certificate or other equivalent document of the organization and authorship text; citizen ID cards, People's ID cards, passports, or other legal personal endorsement of the authorized representative by proxy. It's a member of the organization.

For members of the foreign organization the copy of the Certificate of Enterprise Registration or equivalent document must be legally legalized;

c) An investment registration certificate for foreign investors in accordance with the provisions of the Investment Law.

What? 23. The business registration record of the holding company

1. Business registration proposal.

2. Company charter.

3. The list of founding shareholders and shareholders is foreign investors.

4. Copy the following papers:

a) People's ID card, People's ID, passport or other legal personal endorsement of the founding shareholders and shareholders as foreign investors are personal;

b) The established decision, Corporate Registration Certificate or other equivalent document of the organization and authorship text; citizen ID cards, People's ID cards, passports, or other legal personal endorsement of the authorized representative by proxy. of the founding shareholder and the shareholder is the foreign investor.

For a shareholder, a copy of the certificate of business registration or equivalent document must be legally legalized;

c) An investment registration certificate for foreign investors in accordance with the provisions of the Investment Law.

What? 24. Content Registry offers business

1. Enterprise name.

2. Address the headquarters of the business; telephone number, fax number, email (if available).

3. Industry, business.

4. charter capital; capital investment of private enterprise owners.

5. Antiques, denominates each type of shares and total shares are entitled to the sale of each type of shares to the holding company.

6. Tax registration information.

7. Number of workers.

8. They, names, signatures, permanent addresses, nationality, number of citizen ID cards, People's ID cards, passports, or other legal personal endorsement of the private business owner and member of the name.

9. They, names, signatures, permanent addresses, nationality, number of citizen ID cards, People's ID cards, passports, or other legal personal endorsement of the company ' s legal law on the corporate law for the LLC and the holding company. Part.

What? 25. Company charter

1. The company charter includes the Charter when registration of the business and Charter is modified, complemated in the operation process.

The company charter has the following key content:

a) Name, address of the company ' s headquarters; name, branch address and representative office (if any);

b) Industry, business;

c) The charter capital; the total number of shares, the type of shares and the denominated each of the shares for the holding company;

d) They, the name, address, nationality and other basic characteristics of the members of the title of the company in partnership; of the company owner, member for the LLC; of the founding shareholder to the holding company; the portion of the contribution and value of the company. the contribution of each member to the limited liability company and the company of its name; the number of shares, the type of shares, the partial value of each type of the founding shareholder;

A member's rights and obligations to a limited liability company, the firm's company, and its shareholders;

e) Structure of management;

g) The representative legally for the LLC, the holding company;

h) The format through the company ' s decision; the principle of internal dispute resolution;

i) The base and method of redefining remunuation, wage and reward for managers and Controllers;

n) Member cases have the right to ask the company to repurchase the portion of the capital that contributes to the LLC or shares to the holding company;

l) Principles of post-tax profit division and loss processing in business;

m) The cases of dissolution, dissolution sequence and the liquoration of the company assets;

n) The format of the modification, the addition of the Company Charter.

2. The charter when registering the business must have them, the names and signatures of the following:

a) The members of the company are on behalf of the company;

b) The owner of the company is the individual or the legal representative of the company owner is the organization for the LLC a member;

c) Members are the individual and the representative in accordance with the law or delegate under the mandate of the member is the organization for the limited liability company of two or more members;

d) The founding shareholder is the individual and the legal person or representative under the mandate of the founding shareholder is the organization for the holding company.

3. The revised charter must have them, the names and signatures of the following:

a) Chairman of the Council of the Member of the Company in partnership;

b) The owner, who represents the laws of the owner or the representative in accordance with the law to the LLC a member;

c) The legal representative for the LLC is a two-member LLC and the holding company.

What? 26. A list of LLC, the company that is in partnership, the founding shareholder list for the company ' s holding company.

The list of limited liability companies, the company in partnership, the list of founding shareholders and shareholders as foreign investors for the established holding company must have the following key content:

1. They, the name, signature, address, nationality, permanent address and other basic characteristics of the member are individual to the LLC and the signage company; of the founding shareholder and the shareholder is an individual foreign investor who is personally to the company, the company said. The stakes.

2. Name, business number and address of the member ' s headquarters is the organization for the LLC and the company that is in partnership; of the founding shareholder and shareholder as the foreign investor is the organization for the holding company;

3. They, the name, signature, address, nationality, permanent address of the authorized representative or representative under the membership of the member are the organization for the limited liability company; of the founding shareholder and the shareholder as the foreign investor is the organization of the organization. for the holding company;

4. Part of the contribution, value of capital, type of assets, quantity, value of each type of capital assets, the time of the contribution of each member's contribution to the LLC, the company that is listed; the number of shares, the type of shares, the asset type, the number of assets, and the number of assets. The assets, the value of each of the equity-equity assets of each of the founding shareholders and shareholders, are foreign investors for the holding company.

What? 27. Proposition, Corporate registration procedure

1. The founder of the business or person is authorized to submit a registered business registration profile at this law to the Business Registry.

2. The business registry is responsible for reviewing the validity of the business registration record and the level of the Business Registration Certificate in the 3-day period of work, since the date of the filing. The refusal to grant a business registration certificate must be written in writing to the founder of the business. The message must specify the reason and the modified requirements, add the profile.

3. The government regulates the procedure, procedures, business registration records, interagency coordination between the agencies in the Certificate of Business Registration, Labor registration, social insurance and corporate registration over electronic information networks.

What? 28. Business Registration Certificate

1. Enterprise is granted a Business Registration Certificate when there is enough of the following conditions:

a) The industry, business registration is not prohibited from business investment;

b) The name of the business is set in accordance with regulations at Articles 38, 39, 40 and 42 of this Law;

c) There is a valid business registration profile;

d) Nbb is eligible for a business registration fee according to the law of fees and fees.

2. The case of a lost enterprise registration certificate, ruined, damaged or destroyed in another form, the business is granted the Enterprise Registration Certificate and must pay the statutory fee of fees and fees.

What? 29. Content Registry Certificate Content

1. Enterprise name and business number.

2. Address the headquarters of the business.

3. They, names, permanent addresses, nationality, number of citizen ID cards, People's ID cards, passports, or other legal personal endorsement of the agent in accordance with the business of the business to the LLC and the holding company; of the company. The members are in the name of the partnership; of the business owner to private enterprise; they, their names, permanent addresses, nationality, citizen ID cards, People's ID cards, People's ID, passport, or other legal personal endorsement. is personal; the name, corporate number code and the member ' s headquarters address is the organization for the limited liability company.

4. charter capital.

What? 30. Enterprise code

1. Enterprise codes are the number of numbers created by the National Information System of Enterprise Registration, issued to the business when established and inscribed on the Business Registration Certificate. Each business has a unique code and is not used again to grant other business.

2. Enterprise codes are used to perform tax obligations, administrative procedures and rights, other obligations.

What? 31. Register changes in Business Registration Certificate

1. The business must register with the Business Registry when changing the content of the registered business registration certificate at Article 29 of this Law.

2. The business representative of the business is responsible for registering changes in the Content Registration Certificate in the 10-day period, since the date of the change.

3. The business registry is responsible for reviewing the validity of the filing and granting a new business registration certificate during the 3-day period of work, since the date received the case. The denial case must be written in writing to the business. The message must specify a reason; the revised requirements, the addition (if any).

4. Subscription changes the Content Registration Certificate in accordance with the decision of the Court or Arbitration for the execution of the order, the following procedure:

a) The offer to register for a change in the Content Registration Certificate content to submit a proposal for registration changes to the Business Registry, which has jurisdiction over a 15-day period of work, since the date of the sentence or decision is valid for execution. Attached to the subscription must have a copy of the sentence or decision already in effect;

b) The business registry is responsible for reviewing and granting the new business registration certification under the sentence or decision content that has been in effect for a period of 3 working days, since the date received the registration offer. The rejection case must be written by text to the person who recommends registering changes to know. The message must specify a reason; the modifications requirements, the profile addition (if any).

What? 32. Announces Change of Business Content Registry

1. The business must inform the Business Registry when it changes to one of the following content:

a) Change of business, business.

b) The founding shareholder changes to the holding company and the shareholder are foreign investors, except for the case for the listed company;

c) Change the other content in the business registration profile.

2. The business ' s legal representative is responsible for announcing changes in the business registration content over the 10-day period, since the date of the change.

3. The company must announce a written notice to the Business Registry where the company is headquartered in the 10-day period, since the date of the change to the shareholder is a foreign investor registered in the company's shareholder Register. The message must have the following content:

a) Name, enterprise number code, headquarters address:

b) For the shareholder is the foreign investor in the transfer of the shares: name, the main headquarters of the foreign shareholder is the organization; they, the name, nationality, the address of the shareholder are personal; the number of shares, the type of shares and the share of their existing shares in the company. company; the number of shares and type of transfer shares;

c) For shareholders the foreign investor receives the transfer: name, the main headquarters of the foreign shareholder is the organization; they, the name, nationality, address of the shareholder are individual; the number of shares and the share of the receiving transfer; the share number, the share type and the share the ownership of their respective shares in the company;

d) They, the name, the signature of the representative under the law of the company.

4. The business registry is responsible for reviewing the validity of the profile and making changes to the business registration content in the 3-day period of work, since the date received notice. The case of refusing to add to the business register profile is written by the text to the business. The message must specify a reason; the revised requirements, the addition (if any).

5. Subscription changes in the business registration content according to the decision of the Court or the Referee currently on the order, the following procedure:

a) The offer to register changes in the Content Registry content to the registration of registration Notice changes to the competent Business Registry for a 10-day period of work, since the date of the sentence or decision is in effect. Attached to the message, there must be a copy of the sentence or decision that has taken effect;

b) The business registry is responsible for reviewing and implementing a change in the business registration content according to the sentence or decision content that has been in effect for a 3-day period of work, since the date received notice. The case of refusal to add, modify the information according to the changes to the business registration change message, the text message to the person who recommends registering changes to know. The message must specify a reason; the modifications requirements, the profile addition (if any).

What? 33. Public registration content announced

1. Enterprise after being granted a business registration certificate, must be publicly notified on the National Information Portal on the registration of the business according to the order, procedure, and must pay the required fee. The published content includes the Business Registration Certificate content and the following information:

a) Industry, business;

b) The founding and shareholder list of shareholders is the foreign investor for the holding company.

2. The case of changing enterprise registration content, the corresponding changes must be publicly announced on the National Portal for Enterprise registration in the specified deadline at paragraph 3 This.

3. The deadline for the public announcement of the specified business information at 1 and 2 This Article is 30 days, since the day is public.

What? 34. Provide information about the business registration content

1. In the 5-day period of work, since the date of the Certificate of Business Registration or Change of Business Registration Content, the Business Registry must send corporate registration information and change that business registration content to the agency. Taxes, statistics, labor management agencies, social insurance agencies; periodically sending corporate registration information and changing corporate registration content to other competent state agencies on the same level, the District People's Committee, the county, the town, The city of the province (later called the district office) where the business is headquartered.

2. Organization, individuals have the right to recommend the Business Registry provides the information that the business must publicly follow the provisions of the law.

3. The business registry is obliged to provide full and timely information under the regulation at paragraph 2 This.

4. The government regulates this.

What? 35.

1. The property that contributes to the Vietnamese copper, foreign currency conversion, gold, land rights value, the value of intellectual property rights, technology, technical tips, and other assets that can be valued by the Vietnamese.

2. The intellectual property is used to contribute to the right of authorship, the right to the right to the author, the right to the right of the industrial, the right to the cultivable breed, and other intellectual property rights according to the laws of intellectual property. Personally, the organization is the legitimate owner of the right to the right to use those assets to contribute.

What? 36. Transfer ownership of capital to capital

1. A limited liability company member, the company that is in partnership and shareholder shareholder must transfer the ownership of assets to the company according to the following regulations:

a) For the property that registers the ownership or the value of the rights of land, the person who has to do the procedure to transfer ownership of that property or the right to use land for the company at the state agency has jurisdiction.

The transfer of ownership to the property is not subject to a charge in advance of the book;

b) For assets that are not registered for ownership, the funding must be made by the delivery of a given receipt of the property.

The receipt must specify the name and address of the company's headquarters; surname, permanent address, citizen ID number, citizen ID number, People's ID, passport or other legal personal endorsement, the number of decision-making decisions or registration of a contributor. capital; the type of property and number of capital assets; the total value of the capital contributes and the ratio of the total value of that asset in the company's regulatory capital; the date of the exchange; the signature of the capital, or representative of the capital, capital, and the delegate. The law of the company;

c) The shares or parts that contribute to non-Vietnamese assets, the free foreign currency conversion, gold is considered only payment when the legal property rights to the assets have been transferred to the company.

2. The property used in the business activity of private enterprise owners is not the procedure of transferring ownership to the business.

3. Pay all activities to buy, sell, transfer the shares and the portion of the capital and receive the dividends of foreign investors must be made through that investor's capital account open at the bank in Vietnam, except for the case of the payment in assets.

What? 37. Asset valuation

1. The property that contributes not to the Vietnamese, foreign currency conversion, gold must be established by its members, shareholders, or the organization of a valued professional price appraisal and is shown in Vietnam.

2. The assets that contribute to the establishment of a business must be established by members, shareholders, by a certain principle, or by a professional price appraisal organization. The organizational price appraisal is valued, and the value of the property contributes to the majority of its members, the shareholders of the initiative.

Where equity is valued at a higher price than the actual value at the time of capital, the founding members of the federation, the founding shareholder added by the difference between the valued value and the actual value of the capital's assets at the time. the end of the valuation; the same time that the federation is responsible for the damage caused by a deliberate attempt to price assets is higher than the actual value.

3. The assets that contribute in the course of the operation run by the owner, the Member Council for the LLC and the firm, the Board of Directors for the holding company and the one who contributes to the valuation or by a price appraisal organization. A professional. In the event of a valued professional price appraisal, the value of the property contributes to the approval of the capital and the business.

In case if the asset is valued higher than the actual value at the time of the capital, the capital, owner, member of the Member Council for the LLC and the company in partnership, member of the Board of Directors for the company. The shares of the same federation add by the difference between the value of the valuation and the actual value of the capital's assets at the time of the price end; at the same time, the union is responsible for the damage caused by the intentional price of the asset value which is higher than the price. In fact.

What? 38. Enterprise Name

1. The Vietnamese name of the business consists of two elements in the following order:

a) Business type. The name of the type of business is written as "limited liability company" or "LLC" to a limited liability company; written as "holding company" or "CP company" to the holding company; being written as "company in partnership" or "company HD" on the company. with the company in partnership; written as "private enterprise", "DNTN" or "TN business" for private enterprise;

b) Private name. The specific name is written in letters in the alphabet, F, J, Z, W, digit and symbol.

2. The business name must be attached at the headquarters, branch, representative office, business location of the business. The name of the business must be printed or written on transaction papers, document records, and publications issued by the business.

3. Based on the regulation at this and the Articles 39, 40 and 42 of this Law, the Business Registry has the right to refuse to accept the registration of the registered business of the business.

What? 39. The prohibition in naming business

1. Place the name of the duplicate or the misleading name with the name of the registered business stipulated at Article 42 of this Law.

2. Use the name of the state agency, the people ' s armed unit, the name of the political organization, the political organization-society, social political organization-profession, social organization, social organization-the profession to do the whole or part of its own name. A career, except for the approval of the agency, unit or organization.

3. Using the word, symbol of the traditional historical, cultural, moral, and trenchal tradition of the nation.

What? 40. Corporate name in foreign language and the abbreviation of Business

1. The name of the business in foreign language is the name translated from the Vietnamese name to one of the languages other than the Latin alphabet. When translated into foreign languages, the business's own name can either hold or translate the corresponding meaning to foreign language.

2. The business case has its name in foreign language, the name in foreign language of the business printed or written with a smaller scale than the Vietnamese name of the business at its headquarters, branch, representative office, business location of the business. Or on transaction papers, document records, and publications issued by the business.

3. The abbreviation of the business is abbreviated from the Vietnamese name or written in foreign language.

What? 41. Branch name, representative office and business location

1. Branch name, representative office, business location must be written in alphabetiated letters of the Vietnamese alphabet, the letters F, J, Z, W, digits and symbols.

2. The branch name, the representative office must bear the name of the business accompanied by the phrase "Branch" to the branch, the phrase "Representative Office" for the representative office.

3. Branch name, representative office, business location must be written or attached at branch headquarters, representative office and business location. The name of the branch, the representative office is printed or written with a smaller text than the Vietnamese name of the business on transaction papers, document records, and publications due to the branch, the representative office released.

What? 42. The name of the duplicate and the wrong name

1. The name of the name that the Vietnamese name of the business offers to register is completely identical to the Vietnamese name of the registered business.

2. The following cases are considered to be confusing names with the name of the registered business:

a) The Vietnamese name of the business offers to register to be read the same as the registered business name;

b) The abbreviation of the business offers to register the duplicate with the registered business name;

c) The foreign language name of the business offers to register to coincide with the foreign language name of the registered business;

d) The private name of the business offers to register only differently from the name of the business of the same type that has been registered by some nature, the order number or the letters in the Vietnamese alphabet and the letters F, J, Z, W immediately after that business's own name;

The name of the business offers to register only differently from the company's own name of the same type registered by the symbol "&", ".", "+", "-"-"," _

e) The private name of the business offers to register only differently from the business's own name of the same type registered by the word "new" shortly before or "new" immediately after or before the individual name of the registered business;

g) The business's own name suggests to register only differently from the name of the business of the same type that has been registered by the word "North", "South", "Central", "West", "Eastern" or from the same meaning.

Cases of regulation at d, e, e and g points of this paragraph do not apply to the case the company's subsidiary registered.

What? 43. Corporate Headquarters

The main headquarters of the business are the location of the business in Vietnam, whose addresses are defined by the number of houses, alleyways, alleys, streets, streets, roads or hamlets, neighbors, hamlets, townhouses, towns, districts, counties, towns, towns, provinces, provinces, provinces, cities, towns, towns, towns, towns, cities, towns, towns, towns, towns, towns, cities, and cities, Central city; telephone number, fax number, and email (if available).

What? 44. The seal of the business

1. The business has the right to decide on the form, number and content of the business ' s seal. The seal contents must show the following information:

a) Enterprise name;

b) The number of businesses.

2. Before use, the business is obliged to announce a seal template with the business registry for public registration on the National Portal on Enterprise Registration.

3. Management, use and retention of the stamp execution by the regulation of the Company Charter.

4. The seal is used in cases under the rule of law or the parties of the transaction have agreement on the use of a sign.

5. The government regulates this.

What? 45. Branch, representative office and business location of the business.

1. The branch, which is the dependent unit of the business, has a mission to perform all or part of the function of the business including the authorized representative function. The business, the business of the branch must be true to the business, the business of the business.

2. The representative office is the dependent unit of the business, which has the mandate to represent the mandate for the interests of the business and to protect those benefits.

3. The business venue is where the business conducts its specific business operations.

What? 46. Corporate establishment, the representative office of the business

1. The business has the right to branch branches, the representative office in the country and abroad. The business may place one or more branches, the office represents in a local in the administrative world.

2. School of branch, representative office in the country, the business sends the operating registration records of the branch, the office represents the competent Business Registry where the business places the branch, the representative office. The profile consists of:

a) the branch of the branch, the representative office;

b) The copy of the decision to establish and copy the meeting of the meeting on the establishment of the branch, the representative office of the business; copy of the citizen ID Card, People's Certificate of Identity, Pasship or other legitimate personal endorsement of the head of the genus Branch, representative office.

3. The business registry is responsible for reviewing the validity of the filing and granting the Certificate of Branch Activity Registration Registration, the representative office for the 3-day period of work, since the date of the filing; if refusing to grant a registered registration certificate. The branch office, the representative office, informed the business. The message must specify a reason; the revised requirements, the addition (if any).

4. Business regioners issued a branch activity registry, the representative office must send information to the Business Registry where the business is headquartered and sends the registration of branch operations registration information, the office representing the agency, and the company. the tax, the statistical agency for the five-day period of work, since the date of the Certificate of Registration of Branch Activity, the representative office; periodically sending branch information registration information, the office represents the authorities of other authority. Granted, the People's Committee granted the district office, the representative office.

5. The business representative of the business of the business is responsible for registering changes in the Content Office Registration Certificate content, the office represents in the 10-day period, since the date of the change.

6. The government regulates this.

Chapter III

LIMITED LIABILITY COMPANY

Item 1

TWO-MEMBER LIMITED LIABILITY COMPANY

What? 47. The two-member LLC becomes available.

1. The limited liability company of two or more members becomes business, in which:

a) Members can be the organization, the individual; the number of members does not exceed 50;

b) The member is responsible for the debt and other asset obligations of the business within the amount of capital that has contributed to the business, except for the specified case at paragraph 4 Article 48 of this Law;

c) The membership's contribution is only transferred by regulation at Articles 52, 53, and 54 of this Law.

2. LLC's two-member LLC has since been granted a corporate registration certificate.

3. A two-member LLC is not allowed to issue shares.

What? 48. Make contributions to the company and level certificates that contribute to your contribution

1. The charter capital of the two-member LLC comes up when the business register is the total value of the capital that contributes to the members pledged to contribute to the company.

2. Members must contribute to the corporation's contribution to the company enough and the same assets as committed to the establishment of a business in the 90-day period, since the date of the business registration certification. A member of the company is only contributing to the company by other assets with the asset type that has been committed to the approval of the majority of the remaining members. In this deadline, the membership has the corresponding rights and obligations to the percentage of the capital that contributes to a committed commitment.

3. After a specified deadline at paragraph 2 This still has a member who has not yet contributed or has not yet contributed to the amount of capital that has been committed as follows:

a) The member who has not yet contributed to the natural commitment is no longer a member of the company;

b) Members have not contributed to the amount of funding that has committed to having the corresponding rights to the part that contributed;

c) The contributing portion of the members is welcomed by the decision of the Member Council.

4. The case with a member who has not yet contributed or has not yet contributed to the amount of commitment, the company must register the adjustment, the charter capital, the percentage of the members ' contribution by the amount of capital that has contributed to the 60-day period, since the last day has to contribute enough to the capital. This is two things. Members who have not yet contributed or have not contributed enough capital to be responsible for the portion of the funding pledged to the financial obligations of the company that arise in the prior period of the registered company day change of capital regulation and equity. A member of the team.

5. At the time of contributing to the part of the funding, the company must issue a portion of the certificate that contributes to the membership corresponding to the portion of the given capital. The certificate of the capital contains the following principal contents:

a) Name, enterprise number code, corporate headquarters address;

b) the company ' s charter capital;

c) They, names, permanent addresses, nationality, number of citizen ID cards, People's ID cards, passports, or other legal personal endorsement of a member are personally; name, number of established decisions or business codes, address headquarters for the country. To be a member of the organization;

d) The part of the contribution, the value of the member's capital;

The number and date of the certificate level is part of the contribution;

e) They, the name, the signature of the representative under the law of the company.

6. The case where the certificate of capital is lost, destroyed, damaged or destroyed in another form, the company is given a license to receive the part which contributes to the order, the procedure stipulated at the Company ' s Charter.

What? 49. Member Register

1. The company must make a membership register immediately after being issued a Business Registration Certificate. The membership register must have the following principal contents:

a) Name, enterprise number code, corporate headquarters address;

b) They, names, permanent addresses, nationality, number of citizen ID cards, People's ID cards, passports, or other legal personal endorsement to members are individual; name, number of established decisions or business codes, address headquarters for the country. To be a member of the organization;

c) The contribution, the capital value, the amount of capital, the amount of assets, the amount, the value of each of the individual assets of each member;

d) The signature of the member is the individual or of the representative in accordance with the member law of the member;

The number and date of the certificate grant the part of each member's contribution.

2. The membership register is stored at the company ' s headquarters.

What? 50.

1. Participate in the Council of the Member Council, discussion, petition, vote on matters of the jurisdiction of the Member Council.

2. There are a number of voting votes corresponding to the portion of the donation, except for the specified case at paragraph 2 Article 48 of this Law.

3. The profit margin corresponds to the portion of the funding that comes after the company has submitted enough tax and completed other financial obligations under the rule of law.

4. Divided the value of the remaining assets of the company corresponding to the portion of the capital that contributes to the dissolution or bankruptcy.

5. Be preferable to add capital to the company as the company increases its charter capital.

6. Define the part of his contribution by transferring part or whole, giving it to and other ways according to the rules of the law and the Company Charter.

7. Yourself or in the name of the company to initiate a civil liability for the President of the Member Council, the Director or General Manager, the representative under the law and other management pursuits under the regulation at Article 72 of this Law.

8. Except for the specified case at paragraph 9 This, member, group of members who own from 10% of the amount of capital return or a smaller proportion due to the Rules of the Company stipulate further the following rights:

a) Ask for a Council of Member Council to address the issues of jurisdiction;

b) Check, review, search records and track transactions, accounting books, annual financial statements;

c) Check, review, lookup and copy of the membership register, the meeting editor and resolution of the Board of members and other filings of the company;

d) Ask the Court to cancel the Member Council resolution in the 90-day deadline, since the end of the Council of the Member Council, if the sequence, procedure, condition of the meeting or that resolution content does not perform properly or does not conform to the regulation. of this Law and the Charter of the Company.

9. The company case has a wholly owned member of over 90% of the charter capital and the Charter of the Company does not specify a smaller proportion as stipulated at Article 8 that the remaining member group is entitled to the stipulation at 8 This Article.

10. Other rights under the regulation of this Law and the Company Charter.

What? 51.

1. Contributs sufficient, in terms of the amount of capital committed and responsible for the company's other assets and obligations within the amount of capital that has contributed to the company, except for the specified case at paragraph 2 and paragraph 4 Article 48 of this Law.

2. Not to be drawn from the company in all forms, except for the specified case at Articles 52, 53, 54 and 68 of this Law.

3. Compliance Corporate Charter.

4. Accept the resolution, the decision of the Member Council.

5. Take personal responsibility upon the company ' s behalf to perform the following acts:

a) breach of law;

b) conduct business or other transactions not to serve the interests of the company and cause damage to others;

c) Payment of undue debt before a possible financial risk to the company.

6. Make other obligations under the rules of this Law.

What? 52. Buy the part that contributes

1. Members have the right to ask the company to repurchase the portion of their funds, if that member has voted not to approve of the Member Council ' s resolution on the following issue:

a) The amendment, the addition of the content in the Company Charter concerning the rights and obligations of the Member, Member Council;

b) The organization of the company;

c) Other cases by regulation at the Company Charter.

The request for acquisition of capital is written and sent to the company for a 15-day period, since the date of the decree stipulated at this paragraph.

2. When a member ' s request is specified at 1 Article, if the agreement is not agreed, the company must repurchase the portion of that member's contribution at the market price or the price specified in accordance with the principle of regulation at the Company Charter in the 15-year deadline. the day, from the date of the receiving request. Payment is only made if, after the payment is sufficient to be purchased, the company retains sufficient debt and other property obligations.

3. The company where the company does not repurchase the portion of the capital that is specified in paragraph 2, that membership has the freedom to transfer part of its contributing portion to another member or the other is not a member.

What? 53. Transfer of Capital

1. Except for the specified case at paragraph 3 Article 52, paragraph 5 and paragraph 6 Article 54 of this Law, the limited liability company member two or more has the right to transfer part or all of its contributing portion to the other under the following regulation:

a) Have to sell that capital to the rest of the members in proportion to their portion of their contribution in the company to the same conditions;

b) Only the transfer with the same terms of the sale to the remaining members stipulated at this a point for the non-member if the remaining members of the company do not buy or do not purchase at 30 days, since the date. Hello?

2. The transfer member still has the rights and obligations to the company corresponding to the part of the relevant contribution until the information about the buyer stipulated at the points b, c and d 1 Article 49 of the Law is fully written in the membership register.

3. The case of transfer or changes in the part of the members that leads to only one member within the company, the company must organize operations in accordance with the type of LLC a member and simultaneously perform the internal change registration. Registration of the business in the 15-day period, since the date of the completion of the transfer.

What? 54. Processing of the equity in some special cases.

1. The case of membership is a dead individual who is heir to the will or by the law of that member who is a member of the company. A member case is a person who is declared missing by the Court who manages the property of that member according to the law of civil law being a member of the company.

2. The case with a member is restricted or loses the ability of civil conduct, the rights and obligations of that member in the company are done through the guardian.

3. The portion of the member's contribution is acquired by the company or transferred by regulation at Article 52 and Article 53 of this Law in the following cases:

a) The heir does not want to be a member;

b) The person who is given the stipulation at paragraph 5 This is not approved by the Member Council;

c) The membership is dissolved or bankrupt.

4. The case of a member's contribution to a member is the individual who dies without an heir, the heir who refuses to accept inheritance or is dethroned, the portion of which is resolved by the rule of civil law.

5. Members have the right to donate to one part or all of its contributing portion at the company to others.

The case for being given to being a wife, husband, father, mother, son, who is related to the third inheritance, is of course a member of the company. In the case of the person being given to someone else, it only becomes a member of the company when it is approved by the Board of members.

6. The case of a member who uses the portion to pay the debt, the recipient of the payment is entitled to use the portion of the capital that contributes to one of the following two forms:

a) Become a member of the company if approved by the Member Council;

b) Hi, sell and transfer part of that contribution by regulation at Article 53 of this Law.

What? 55. Company management structure

A two-member LLC has a member council, the Chairman of the Board, the Director, or General Manager. A limited liability company from 11 or more members must form the Control Board; the case has fewer than 11 members, which may establish the Control Board in accordance with the company's management requirements. Rights, obligations, standards, conditions and work regimes of the Board of Control, Head of the Control Board due to the Regulation of Corporate Regulation.

What? 56. Member Council

1. The membership board consists of all the company members, which is the company ' s highest decision agency. The company charter rules the membership of the member council, but at least every year must first meet.

2. Council members have the following rights and obligations:

a) Decision to develop and plan the company ' s annual business plan;

b) The decision to increase or reduce the charter capital, decide the time and method of raising additional capital;

c) Decided the company ' s development investment project;

d) Decided the solution to market development, marketing and transfer of technology; through loan contracts, loans, sales of valuable assets or greater than 50% of the total asset value recorded in the financial report at the time of the company ' s closest publication. The company or another proportion or value is smaller than the regulation at the Company Charter;

Voting, dismissal, dismissal of the Council of the Member Council; decision to appoint, dismiss, dismiss, sign and terminate the contract on the Director or General Manager, Accounting Chief and other manager stipulated at the Company Charter;

e) Decision the salary, reward and other benefits for the Chair of the Board of the Member, Director, or General Manager, Chief Accounting Officer and other manager stipulated at the Company Charter;

g) Through the annual financial statements, the method of use and division of the company ' s profits or the loss method of the company;

) Decision the organizational structure of the company;

i) The decision to establish a subsidiary, branch, representative office;

n) Modified, added Corporate Charter;

l) Decision to reorganize the company;

m) the decision to dissolve or require bankruptcy of the company;

n) Rights and other obligations under the provisions of this Law and Corporate Charter.

3. The individual case is a limited liability company member who is imprisoned, sentenced to prison or taken by the Court of Rights under the provisions of the Criminal Code, which mandated the other to join the Board of the Company.

What? 57. Board Chairman

1. The membership council elected a member as President. The Chairman of the Board may be either the Director or General Manager of the company.

2. The President of the Member Council has the following rights and obligations:

a) Preparing the program, the operational plan of the Member Council;

b) Preparing the program, content, document meeting committee members or to take the opinions of the members;

c) Million volumes and chairs the Member Council meeting or organization of the opinion of the members;

d) Monitoring or organization oversight of the implementation of the Member Council resolutions;

On behalf of the Council of the members of the Member Council's resolutions;

e) Rights and other obligations under the provisions of this Law and Corporate Charter.

3. The term of President of the Council of membership is no more than 05 years. The Speaker of the Board can be re-elected with a number of unrestricted term.

4. The case of absence or incompetence to implement its rights and obligations, then the Chair of the Committee Member of the Committee by text to a member who performs the rights and obligations of the Chair of the Member Council in accordance with the principle of regulation. at the Company Charter. In the absence of a authorized member, one of the members of the Council of members convenes the remaining members elect one of the provisional members who exercise the rights and obligations of the President of the Member Council in principle. The majority of the majority.

What? 58. Million member Council meeting

1. The Council of members is convened at the request of the President of the Member Council or at the request of the Member or member group stipulated at paragraph 8 and paragraph 9 Article 50 of the Law. The Council of Council meeting must be held at the company's headquarters, except for the case of another regulation of the company.

The President of the Council of members prepares the program, document content, and convenes of the Council of the Member Council. The member has the right to petition for the addition of the text meeting program. The petition must have the following principal content:

a) They, names, permanent addresses, nationality, number of citizen ID cards, People's ID cards, passports, or other legal personal endorsement to members are individual; name, corporate code or established decision number, address headquarters for the country. with members is the organization; they, the name, the signature of the member or the authorized representative;

b) The contribution of the portion of the contribution, number and date of the certificate level certificates;

c) The petition content included in the meeting program;

d) Reason for the petition.

The President of the Member Council must approve the petition and add the Member Council meeting program if the petition has sufficient content under the stipulation that is sent to the company ' s headquarters at the end of the 1 working day before the board meeting; the school. The petition was presented shortly before the meeting was approved if the majority of the members of the meeting were approved.

2. The invitation to meet the Council of members may be by invitation, telephone, fax, or other electronic media due to the Regulation of the Company, and to be sent directly to each member of the Board Member. The announcement content must specify the time, location, and meeting program.

The program and the meeting document must be submitted to the company member before the meeting. The document used in the meeting regarding the decision on the amendment, the addition of the Company Charter, through the direction of the company development, through the annual financial report, reorganization or dissolution of the company must be sent to the slowest members of 07:00. the day of work before the meeting. The deadline for sending other documents is due to the Rules of Regulation.

3. The case of the Chairperson of the Council of members does not convene the Member Council at the request of the membership, the membership group pursues at paragraph 8 and paragraph 9 Article 50 of this Law for a 15-day period, since the date of receiving the required membership, That group of members convenes the Council of members.

4. The case of a non-regulation company Charter requires the convening of the Member Council under the stipulation at paragraph 3 This must be written in writing and having the following principal contents:

a) They, names, permanent addresses, nationality, number of citizen ID cards, People's ID cards, passports, or other legal personal endorsement to members are individual; name, corporate code or established decision number, address headquarters for the country. with the membership is the organization; the percentage of the capital, the number and date of the paper level that proves the part of each member required;

b) The reason for asking for the convening of the Council of members and the issue needs to be resolved;

c) Expected to meet;

d) They, the names, the signatures of each member required or their authorized representative.

5. The case requires a membership of a member assembly to not have enough content under the stipulation at paragraph 4 This is the Chairman of the Member Council must inform the member, the relevant member group known for a 7-day period. work, since the date of the request.

In other cases, the President of the Council of the Member Council must convene a member Council meeting for a 15-day period, since the date of the adoption is required.

The case of the President of the Council of members who does not convene a statutory membership meeting must be personally liable to the law on the damages of the damage to the company and the relevant member of the company. In this case, members or members of the membership required to have the right to convene the Board of Assembly members. The reasonable cost for the convening and conduct of the Member Council meeting will be reimbursable by the company.

What? 59. Conditions and the format of the Member Council meeting

1. The membership council meeting is conducted when the number of members is expected to own at least 65% of the charter capital; the specific rate specified by the Company ' s Charter.

2. The case of non-regulation or no other regulation, summons the Council of the Member Council in the event that the first meeting is not eligible to proceed in accordance with the stipulation at this 1 Article which is done as follows:

a) A second set of meetings must be made in a 15-day period, since the date of the first meeting. The Second Council Board Meeting was conducted when the number of members expected to own at least 50% of the charter capital;

b) The case of a second meeting is not eligible to proceed as stipulated at the point of a paragraph 2 This is convened for the third time in the 10-day period of work, since the date of the second meeting. In this case, the Member Council meeting was conducted not subordinate to the number of members of the session and the number of charter capital was represented by the number of members of the meeting.

3. Members, the delegated representative of the membership of the member must attend and vote at the board meeting. The format of the Council of the Member Council, the form of voting by the Charter of the Company.

4. The event of a qualifying meeting stipulated at this does not complete a meeting program in the expected deadline, which may extend the session; the extension period is not too 30 days, since the opening day of that meeting.

What? 60. Members of the Council.

1. Council members pass resolutions under the jurisdiction by voting at the meeting, taking opinions in writing or other forms due to the Rules of Regulation.

2. The case of the Company ' s charter of no other regulation, the decision on the following issues must be passed by voting at the Member Council meeting:

a) The amendment, the addition of the contents of the Regulation Company Regulation at Article 25 of this Law;

b) The decision toward developing the company;

c) Elg, dismissal, dismissal of the Board of the Member Council; appointment, dismissal, dismissal of the Director or General Manager;

d) Through the annual financial statements;

Reorganize or dissolve the company.

3. The case of the Company 's Charter has no other regulation, the Council of Member' s resolution is passed at the meeting in the following cases:

a) The number of votes represents at least 65% of the total contribution by members of the approved meeting, except for the specified case at this b point;

b) The number of votes representing at least 75% of the total contribution by members of the approved meeting to the decision to sell the property has a value equal to or greater than 50% of the total asset value recorded in the company ' s nearest financial report or a rate or price. The other is smaller than the regulation at the Company Charter; the amendment, the addition of the Company Charter; reorganization, dissolving the company.

4. Members are considered to be attending and voting at the Member Council meeting in the following case:

a) attend and directly vote at the meeting;

b) The commission for another person to attend and vote at the meeting;

c) Attend and vote through online conference, electronic voting or other form of electronic;

d) Send a vote to the meeting via mail, fax, email.

5. Members of the Member Council are adopted in the form of a written opinion when the number of members who own at least 65% of the members are eligible for approval; the specific proportion due to the Rules of the Company rules.

What? 61.

1. Member Council meetings must be written and can record or write and save in other electronic forms.

2. The Member of the Council meeting must be done and passed just before the end of the meeting. The compilation must have the following principal contents:

a) the time and the meeting place; the purpose, the meeting program;

b) They, names, capital rates, and date level certificates that receive the part of the member, the delegate to the expected commission; surname, name, capital rate, number and date of the certificate of membership certificates, the member authorized representative of the member. the meeting;

c) The issue is discussed and voting; summarism of the member ' s comment on each issue of discussion;

d) The total number of valid voting votes, not valid; endorsed, not endorsed for each issue of voting;

The decisions are passed;

e) They, the names, the signatures of the scribe and the presiding officer.

3. The editor and chair of the meeting is responsible for the accuracy and honesty of the content of the Member Council.

What? 62. Procedulant through the resolution of the Member Council in the form of written opinion

The case of the Company ' s Charter is not specified or no other regulation is the authority and the format for membership in writing to pass the resolution made in accordance with the following regulation:

1. The Speaker of the Member Council decides to take the opinion of a Member Council in writing to pass a decision on matters of jurisdiction;

2. The Chairman of the Board of members is responsible for organizing the drafting, sending the reports, the paper on the necessary content, the draft resolution and the vote taken to the members of the Member Council;

3. The vote is expected to have the following mainly content:

a) Name, enterprise number code, headquarters address;

b) They, names, addresses, nationality, number of citizen ID cards, People's ID, passport, or other legal personal endorsement, the percentage of members of the membership council;

c) The issue needs to take the opinion and the opinion of responding to the order of approval in order of approval, not to endorse and without the opinion;

d) The deadline must submit a vote on the opinion of the company;

They, the names, the signatures of the President of the Council.

The vote is in full content, having the signature of the company member and sent to the company in the statute of limitations that is considered valid;

4. The Chairman of the Board of members organizes the checks, sets up the report and announces the results of the check, the decision is passed to the members of the 7-day period of work, since the end of the deadline by which the member must submit an opinion on the company. The report results report has the equivalent value of the Member Council meeting and must have the following principal contents:

a) the purpose, the content of the opinion;

b) They, the name, the percentage of the capital, and the level of paper certificates that receive the part of the member, the authorized representative to the right to a valid opinion; they, the name, the percentage of the capital, the number and date of a certificate that receives the part of the member, the delegate. the membership ' s rights without receiving a vote of an opinion or a ballot are not valid;

c) The issue is taken with opinions and voting; summaring the members ' opinions on each issue of opinion (if any);

d) The total number of votes took a valid, non-valid, unrecognized vote; the total number of votes took the approval of the endorsement, not endorsed for each voting issue;

) The decisions are passed and the proportion of the voting vote corresponds;

e) They, the names, the signatures of the voting people and the Chairman of the Board of members. The auditbearer and the Chairman of the Member Council are responsible for the full, accurate, honest, honest content of the content reporting results.

What? 63. The resolution effect of the Member Council

In case the Company 's charter has no other regulation, the Member Council' s resolution has been in effect since the day passed or from the date effective date of that resolution.

In the case of a member, the member group asks the Court or the Referee to cancel the resolution passed, that resolution is still valid until the decision of the Court or the Referee is valid.

What? 64. Director, General Manager

1. The Director or General Manager of the company is the operator of the company's daily business, which is responsible to the Board of Directors for the implementation of its rights and obligations.

2. The Director or General Manager has the following rights and obligations:

a) The organization performs the resolutions of the Member Council;

b) Decision issues related to the day-to-day business activities of the company;

c) The organization performs the business planning and investment methodology of the company;

d) Board of the company ' s internal management process, minus the case of another regulated company Charter;

Appointing, dismissal, dismissal of the management functions within the company, except for the offices of the Council of the Member States;

e) Sign a contract on behalf of the company, minus the case of the authority of the President of the Member Council;

g) The organizational structure of organizational structure;

h) The annual financial decision report to the Board of Membership;

i) The method of using profit or loss processing in business;

) Recruit labor;

l) Rights and other obligations stipulated at the Company Charter, the labor contract that the Director or General Manager with the company under the resolution of the Member Council.

What? 65. Standards and conditions as Director, General Manager

1. There is enough civil and non-subject matter of non-business governance under the regulation at paragraph 2 Article 18 of this Law.

2. There is a level of expertise, experience in the business administration of the company, if the Company ' s charter has no other regulation.

3. For the company ' s subsidiaries to have a contributing portion, shares are held by the State over 50% of the charter capital, in addition to the specified standards and conditions at 1 and paragraph 2 This, Director or General Manager is not either a wife or husband, father, father. Foster, mother, mother, child, child, child, brother, sister, brother-in-law, brother-in-law, brother-in-law, sister-in-law, sister-in-law, sister-in-law.

What? 66. Thù Thu, salary and reward of the Chair of the Board of Staff, Director, General Manager and Other Manager

1. The company pays remuners, wages and rewards to the Chairman of the Board of Member, Director, or General Manager and other manager according to the results and business efficiency.

2. Thù Thu, the salaries of the Chairman of the Board, Director, or General Manager and other manager are charged at the cost of business under the law of corporate income tax, relevant legislation and must be expressed as a target. It's in the company's annual financial statements.

What? 67. Contract, transaction must be approved by the Member Council

1. Contract, the transaction between the company with the following objects must be approved by the Member Council:

a) Member, who is represented by the commission of the member, the Director or General Manager, who represents the law of the company;

b) The relevant person of the specified persons at this point;

c) The parent company manager, who has the authority to appoint the parent company manager;

d) The relevant person of the specified person at this point c.

2. The signing of the contract, the transaction must notify members of the Member Council, the Control Officer on the relevant subjects for the contract, that transaction; accompanying the contract draft or the announcement of the principal content of the planned transaction to progress. Go. In the case of non-regulation firm Charter, the Council of Member must decide whether to approve the contract or trade in a 15-day deadline, since the date received notice; in this case, the contract, the transaction is approved if approval is approved. The members of the number of members represent at least 65% of the total voting rights. Members are involved in contracts, the transaction is not included in the voting.

3. Contract, the transaction is disabled and processed by the rule of law when it is signed inproperly at paragraph 1 and paragraph 2 This, causing damage to the company. The contracting person, the transaction, the relevant member and the relevant member of that member must pay the damages of the birth, reimbursable the company of the gains from the implementation of the contract, the transaction was signed untrue. at paragraph 1 and paragraph 2 of this or damage the company.

What? 68. Change of rules

1. The company can increase the charter capital in the following cases:

a) Increase the contribution of the membership;

b) Take on the new member's contribution.

2. The membership increase in the member's contribution is divided among members in proportion to their respective portion of the company's capital. Members may transfer their capital rights to others as stipulated at Article 53 of this Law. Opponents of the decision to raise additional capital may not add capital. In this case, the number of members added by that member is divided among other members in proportion to their portion of their contribution in corporate charter if the members do not have other agreements.

3. The company can reduce regulatory capital by the following forms:

a) A partial return to membership in the proportion of their capital gains in the company ' s charter capital if it has been operating business continuously for more than 02 years, since the date of the business registration date and guarantee payment of sufficient debt and other property obligations after it. when you have reimbursable for membership;

b) The Company repurchases the portion of its membership as specified in Article 52 of this Law;

c) The charter capital is not fully paid by the members of the payment and due to the regulation at Article 48 of this Law.

4. In the 10-day period, since the date of the completion of the increase or reduction of the charter capital, the company must notify a written notice to the Business Registry. The message must have the following principal contents:

a) Name, headquarters address, corporate code;

b); the number of capital intends to increase or decrease;

c) Time, reason and form increase or decrease capital;

d) They, the name, the signature of the representative according to the law of the business.

For the case of a charter capital increase, it is accompanied by a resolution of the Member Council's resolution. For the case of a reduced capital, it is accompanied by a notice of resolution and a meeting of the Council of the Member Council and the nearest financial statements. The business registry updates information about the increase or decrease of the charter capital over the 3-day period of work, since the date received notice.

What? 69. Conditions to share profit

The company is only to share profits for its members when the business is profitable, has completed tax obligations and other financial obligations under the rule of law and guarantee payment of sufficient debts and obligations to other pay-to-pay obligations after the split. Profits.

What? 70. Revenue of the return portion of return or profit divided

The case reimburses a portion of the contribution due to the reduction of the clause in paragraph 3 Article 68 of the Law, or divided the profits to the left member with provisions at Article 69 of the Law, the members must reimbursate the money company, the other property. have received or must the same federation be responsible for the debt and other asset obligations of the company until the members have paid enough money, the other assets that have received the equivalent of a reduced capital or profit.

What? 71. The responsibility of the Chairman of the Board of Staff, Director, General Manager, Representative under the law, Controller and other manager.

1. Chairperson of the Council of the Member, Director, or General Manager, who is represented by the law, the Controller and other manager of the company is in charge of the following:

a) Perform the rights and obligations to be delivered in an honest, carefully, best way to secure the maximum legal benefits of the company;

b) Loyalty to the interests of the company; do not use the information, the secret, the business opportunity of the company, not to abuse the status, post and use of the company ' s assets to benefit or serve the interests of the organization, the other individual;

c) timely, full, accurate information for the company about the business in which they and their relevant people are owners or have shares, the portion of which they contribute;

d) Rights and other obligations under the provisions of the law and the Charter of the Company.

2. The Director or General Manager is not expected to raise salaries, payout when the company is not able to pay enough to pay up debt.

3. Text notification-related message 1 This includes the following content:

a) Name, enterprise number, address of the headquarters, of the business that they have part of the contribution of capital or shares; the ratio and the time of possession of the capital or shares;

b) The name, the number of local address business addresses, of the business that their stakeholders jointly own or owns shares of the shares or the portion that contributes to 10% of the charter capital.

4. prescribation of regulation at paragraph 1 and paragraph 3 This must be done in the 5-day period of work, since the date of the birth or the change of the interest involved. The company must gather and update the company's relevant list of stakeholders and their dealings with the company. This list must be kept at the company's headquarters. Members, managers, Corporate Controller and their authorized representative have the right to view, extract and copy part or all the regulatory content in paragraph 1 and paragraph 3 This is in the course of the order, the procedure rules. I mean, at the company charter.

What? 72. Managing the manager

1. Members of the company themselves, or on behalf of the company 's responsibility of responsibility, civil rights to the Chairman of the Board of Members, Director, or General Manager, the representative under the law and other management officers violate the manager' s obligations in the operations. the following case:

a) Violation of regulation at Article 71 of this Law;

b) No true and full implementation or implementation with the provisions of the law or corporate charter of the rights and obligations assigned; do not perform, perform incomplete, untimely discretion of the Member Council;

c) The other case by the regulation of the law and the Company Charter.

2. The procedure, the procedure of initiating the corresponding implementation by law on civil proceedings.

3. The cost of a lawsuit in the event of a member of the company in the name of the company is charged at the expense of the company, except for the case of a lawsuit filed by the doctor.

Item 2

THE COMPANY IS LIMITED TO ONE MEMBER.

What? 73. LLC a member of the

1. The LLC a member is a business run by an organization or an individual as the owner (later known as the company owner); the company owner is responsible for the debt and other property obligations of the company within the number of employees of the company. The company's charter capital.

2. The LLC a member has a legal status since the date of the issue of the Business Registration Certificate.

3. The LLC a member is not entitled to release the shares.

What? 74.

1. The charter capital of the limited liability company a member at the time of the enterprise register is the total asset value attributed to the owner of the pledge and writing in the Company Charter.

2. The owner must contribute enough and the right type of property as committed to the registration of the business in the 90-day period, since the date of the Business Registration Certificate date.

3. The case does not contribute to the provisions of the specified deadline at paragraph 2 This, the owner of the company must register adjusted capital adjustments by the amount of capital that contributes to the 30-day period, since the last day must contribute enough to the charter capital. In this case, the owner is liable to correspond to the portion of the funding that has committed to the financial obligations of the company that arise in the time before the company registers the change capital.

4. The owner is responsible for all of its assets to the company's financial obligations, damages that occur due to non-contributing, not contributing enough, not contributing to regulatory capital.

What? 75. The rights of company owners

1. The company owner is the organization with the following rights:

a) Decision to content the Company Charter, modification, addition of Corporate Charter;

b) Decision on the company's annual development and business plan;

c) The organizational structure of corporate management, appointment, dismissal, management of corporate managers;

d) Decision development project;

) Decisions for market development, marketing and technology;

e) Through the loan contract, lending and other contracts provided by the Company 's Charter of Regulation with a value of or greater than 50% of the total asset value recorded in the company' s nearest financial report or a smaller proportion or value stipulated at the Charter. company;

g) The decision to sell a property with a value equal to or greater than 50% of the total asset value is written in the company's nearest financial report or a smaller proportion or value than stipulated at the Company Charter;

h) The decision to increase the company 's charter capital; partial transfer of the company' s entire charter capital to the organization, the other individual;

i) The decision to establish a subsidiary, which is contributing to another company;

l) The organization to monitor and evaluate the business operations of the company;

l) Decided to use the profit after having completed the tax obligations and other financial obligations of the company;

m) Decision reorganization, dissolution and request for bankruptcy;

n) To recall the entire value of the company ' s assets after the company completed its dissolution or bankruptcy;

o) The right to the rules of this Law and the Charter of the Company.

2. The company owner is the individual with the following rights:

a) Decision, Content Regulatory content, modification, Corporate Regulatory supplement;

b) Corporate investment, business and governance decisions, unless the Company Charter case has different regulations;

c) The decision to increase the charter capital, partial transfer of the company ' s entire charter capital to the organization, individual;

d) Decided the use of profits after the completion of the tax obligation and other financial obligations of the company;

Decide to reorganize, dissolve, and ask for bankruptcy;

e) To recall the entire value of the company ' s assets after the company completed its dissolution or bankruptcy;

g) Other rights under the regulation of this Law and the Company Charter.

What? 76. The obligation of the company owner

1. The full and proper provision of the company charter capital.

2. Compliance Corporate Charter.

3. Must identify and separate the assets of the company owner and property of the company. The owner of the company is the individual who must separate the spending of the individual and his family with the expenditure on the reins of the Company and the Director or General Manager.

4. comply with the provisions of the law on contract and law relevant in the purchase, sale, loan, loan, leasing, leasing, and other transactions between the company and the company owner.

5. The company owner is only entitled to withdraw capital by transfer of a portion or entire capital that is eligible for the organization or other individual; the case of partial withdrawal or whole of the charter capital has contributed to the company in another form, the owner and the individual, The related organization is responsible for the debt and obligations of other assets of the company.

6. The company owner is not withdrawn from profit when the company does not pay enough of the debt and other property obligations to the deadline.

7. Make other obligations under the provisions of this Law and the Company Charter.

What? 77. implement the rights of the company owner in some special cases.

1. The case of the owner of the transfer company, donated to a portion of the charter capital for the organization or other individual or the company that adds new members, the company must organize operations in accordance with the limited liability company of two or more members. the holding company and simultaneously implementing a change in the business registration content with the Business Registry for a 10-day period, since the date of the completion of the transfer, donated to or the end of the new membership.

2. The case of the owner of the company is the individual who is imprisoned, sentenced to prison or taken by the Court of law by the rule of law, the member authorised the other to exercise the rights and obligations of the owner of the company.

3. The company that owns the company is a dead individual who is heir to the will or by law as the owner or member of the company. The company must organize operations in accordance with the respective enterprise type and register to change the business registration content for a 10-day period, since the date of the end of the succession settlement.

Where the owner of the company is a dead individual without an heir, the heir who refuses to accept inheritance or is dethroned, the portion of the owner's contribution is resolved in accordance with the rule of civil law.

4. The company that owns the company is that the individual is restricted or lost to civil conduct, the rights and obligations of the owner of the company are made through the guardian.

5. The company that owns the company is a dissolved or bankrupt organization who receives the transfer of the owner's capital that will become the owner or member of the company. The company must organize operations in accordance with the respective enterprise type and register to change the business registration content for a 10-day period, since the date of the completion of the transfer.

What? 78. Structure of the management organization of the LLC a member held by the organization as owner.

1. The LLC a member due to the organization as the owner is held manager and operates according to one of the following two models:

a) Chairman of the company, Director or General Manager and Controller;

b) Member Council, Director or General Manager and Controller.

2. The case of a non-regulation company Charter, the President of the Board Member or the Chairman of the Company is a representative in accordance with the law of the company.

3. The case of other non-regulation company Charter, then the function, the rights and obligations of the Member Council, the Chairman of the Company, the Director, or General Manager and the Chief Executive Officer at the rules of this Law.

What? 79.

1. Member of the Member Council appointed by the owner of the company, the exempt from 03 to 07 members with a term of no more than 05 years. The member council of the member states the company owns the rights and obligations of the company owner; in the name of the company that performs the rights and obligations of the company, except for the authority and obligations of the Director or General Manager; accountable to the law. the law and the owner of the company about the implementation of the rights and obligations assigned to the provisions of this Law and the other provisions of the relevant law.

2. Rights, obligations, and working relations of the Member Council for the owner of the company are carried out under the regulation at the Company Charter and the relevant law.

3. Chairperson of the Member Council appointed by the owner or by members of the Council of members elected by the principle of overselling, in accordance with the order, the procedure stipulated at the Company Charter. The Company Charter case has no other regulation, the term, the right, and obligations of the President of the Council of the Member to apply under the regulation at Article 57 and the other relevant regulation of the Law.

4. Authority, the way the convening of the Member Council applies under the regulation at Article 58 of this Law.

5. The membership council meeting is conducted when there are at least two-thirds of the total number of members expected. Where the Company Charter is not regulated, each member has a vote of equal value. A member council can pass a decision in the form of written opinion.

6. The Council of Representatives resolution is passed when more than half of the members are expected to approve. The amendment, the addition of the Company Charter, reorganization of the company, partial transfer or all of the company's charter capital must be at least three-quarters of the members of the approved meeting.

The Council's resolution has been in effect since the day passed or from the date of the record in that resolution, except for the case of another regulation of the company.

7. Members of the Member Council must be written, which may be recorded or recorded and stored in other electronic forms. The editorial content of the Council of Member Council applies under the provisions at Article 61 of this Law.

What? 80. Corporate Chairman

1. The chairman of the company appointed by the owner. The chairman of the company in the name of the owner performs the rights and obligations of the company owner; in the name of the company that performs the rights and obligations of the company, except for the authority and obligations of the Director or General Manager; accountable to the law and the owner. The company of the implementation of the rights and obligations is delivered by the provisions of this Law, the relevant law and the Company Charter.

2. Rights, obligations, and the work regime of the company Chair to the company owner is done under the regulation at the Company ' s Charter, this Law and the relevant law.

3. The company Chairman ' s decision on the implementation of the rights and obligations of the company owner has the effect since the date of being approved by the company owner, minus the case of another regulated company Charter.

What? 81. Director, General Manager

1. Board members or Chairman of the Company appointed or hired the Director or General Manager with a term of no more than 05 years to run the day-to-day business of the company. The Director or General Manager is accountable to the law and the Member Council or the President of the Company on its implementation of the right and obligations. Member Council member, other member of the Member Council or the President of the Company may or the Director or General Manager except for the legal case, the Company Charter has a different regulation.

2. The Director or General Manager has the following rights and obligations:

a) The organization performs the decision of the Member Council or the President of the Company;

b) Decision issues related to the day-to-day business activities of the company;

c) The organization performs the business planning and investment methodology of the company;

d) Executive management of the company ' s internal management;

Appointment, dismissal, dismissal of the manager within the company, except subject to the jurisdiction of the Board Member or Chairman of the Company;

e) Sign a contract on behalf of the company, minus the case of the jurisdiction of the President of the Member Council or the Chairman of the Company;

g) The organizational structure of organizational structure;

h) The annual financial decision report to the Board of members or the President of the Company;

i) The method of using profit or loss processing in business;

) Recruit labor;

l) Rights and other obligations stipulated at the Company Charter, the labor contract that the Director or General Manager with the President of the Board of members or the President of the Company.

3. The Director or General Manager must have the following standards and conditions:

a) There is full civil and non-subject matter of civil action at paragraph 2 Article 18 of this Law;

b) There is a professional level, practical experience in corporate business administration, if the Company ' s charter has no other regulation.

What? 82.

1. The company owner decides the number of controls, appointing the Controller to the term no more than 05 years and the establishment of the Control Board. The administrator is accountable to the law and the company owner about the implementation of its rights and obligations.

2. The controls have the following rights and obligations:

a) Testing the legitimacy, honesty, respect of the Council of Membership, the Chairman of the Company and the Director or General Manager in the organization that exercise the ownership of the owner, in managing the company's business affairs;

b) The appraisal of financial statements, business situation reports, management assessment reports, and other reports before the company's owner or state agency is involved; the company owner reports the appraisal;

c) The owner of the company of the company of revised, complementary, organizational structure, management of the business of the company;

d) Consider any profile, company documents at the headquarters or branch, the company's representative office. Member Council Member, Chairman of the Company, Director, or General Manager and other manager is obliged to provide full, timely information on the implementation of the ownership of the owner, on the management, executive and business activities of the company at the request of the company. of the Control Board;

) Attend and discuss at the Member Council meetings and other meetings in the company; and other meetings.

e) Rights and other obligations stipulate at the Company Charter or by request, the decision of the owner of the company.

3. The control officer must have the following standards and conditions:

a) There is full civil and non-subject matter of civil action at paragraph 2 Article 18 of this Law;

b) Not the relevant person of the Member Council, the Chairman of the Company, the Director or General Manager, who has the authority directly appointing the Controller;

c) There is a professional level, a career experience in accounting, audits, or professional qualifications, practical experience in the industry, business profession of the company or standard, other conditions stipulated at the Company Charter.

4. Charter the specific regulatory company on the content and how to coordinate the activities of the Controllers.

What? 83. The responsibility of the Member Council, the Chairman of the Company, Director, General Manager and Controller

1. Compact with the law, the Company Charter, the decision of the company owner in the implementation of the rights and obligations assigned.

2. Do the rights and obligations to be delivered in an honest, carefully, best way to secure the maximum legal benefits of the company and the company owner.

3. Loyalty to the interests of the company and company owners; do not use information, tips, business opportunities of the company, abuse of status, post and use of the company ' s assets to benefit or serve the interests of the organization, the other individual.

4. Notice in time, full and accurate for the company about the business that they and their stakeholders as the owners or have shares, the portion of which contribute. The announcement is listed at the company's headquarters and branch.

5. Rights and other obligations under the provisions of this Law and Corporate Charter.

What? 84. Thù Thu, salaries and other benefits of corporate manager and Corporate Controller.

1. Corporate manager and Controller are entitled to the benefit of TB or other wages and benefits according to the results and business efficiency of the company.

2. The company ' s owner determines the extent of the credit, salaries and other benefits of the member Council member, the Chairman of the Company and the Controller. Labor, salaries and other benefits of corporate managers and controls are charged at the cost of business under the provisions of the law on taxes, the relevant legislation and are shown a separate item in the company's annual financial statements.

3. Thù TB, salaries and other benefits of control may be paid by the owner of the company directly under the regulation at the Company Charter.

What? 85. The organizational structure manages the LLC a member owned by the individual as its owner.

1. The LLC is a member of a member owned by the owner of the company's President, Director, or General Manager.

2. The president of the company can either/or hire others as a Director or General Manager.

3. Rights, the obligations of the Director or General Manager are prescribed at the Company Charter, the labor contract that the Director or General Manager signs with the President of the Company.

What? 86. Contract, transaction of the company with those involved.

1. The Company ' s charter case has no other regulation, the contract, the transaction between a limited liability company a member owned by the organization as the owner with the following must be joined by the Board of Member or Corporate Chairman, Director or General Manager. and the Control Officer considers the decision:

a) the company owner and the relevant person of the company owner;

b) Member Council, Director, or General Manager and Controller;

c) The relevant person of the specified persons at this b point;

d) The manager of the company owner, who has the authority to appoint those managers;

The relevant person of the specified person at this point of payment.

The contracting person must notify the Member Council or the Chairman of the Company, Director, or General Manager and Controller on the relevant subjects for the contract, that transaction; at the same time accompanied by the contract draft or the principal content of the project. It's the deal.

2. The Company ' s charter case has no other regulation, the Board of members, the Chairman of the Company and the Controller must decide whether to approve the contract or trade in a 10-day deadline, since the date received according to the majority principle, each. has a vote vote; the person with the relevant benefit has no voting rights.

3. Contract, transaction specified at paragraph 1 This is only approved when there are enough of the following conditions:

a) The parties to the contracting or implementation of the transaction are independent legal subjects, entitled, obligations, assets and separate interests;

b) The price use in the contract or trading is the market price at the time the contract is signed or the transaction is made;

c) The owner of the company complied with the right obligations at paragraph 4 Article 76 of this Law.

4. Contract, the transaction is disabled and processed under the rule of law if signed inproperly at 1, 2 and 3 Articles, causing damage to the company. The contracting person and the relevant person are the parties of the union contract responsible for the damages of the birth and reimbursable to the company of the benefits obtained from the implementation of the contract, that transaction.

5. Contract, the transaction between a member of the LLC a member owned by the individual owner with the company owner or the relevant owner of the company owner must be documented and saved to the company's own records.

What? 87. Change of rules

1. The LLC a member changes the regulatory capital in the following cases:

a) A partial return to the company's charter capital if it has been operating business continuously for more than 2 years, since the date of the business registration date and the guarantee of payment of all other debts and obligations after reimbursable to the owner;

b) The charter capital is not fully paid by the owner of the full and right term as specified in Article 74 of this Law.

2. The LLC a member increases the charter capital by the owner of the company to add or raise another person's capital. The owner decides to form an increase and the level of the charter capital.

3. The case of increased capital by raising additional part of other people ' s capital, the company must organize the management in one of the following two types:

a) The company is responsible for two or more members and the company must announce a change in the business registration content for a 10-day period, since the date of the completion of the regulatory capital changes;

b) The holding company pursues to provisions at Article 196 of this Law.

Chapter IV

STATE BUSINESS

What? 88. Apply Regulation to State Business

1. The state business is held in accordance with the regulation in this Chapter, the respective regulations at section 2 Chapter III and other provisions relevant to this Law. There is a difference between the rules of Chapter IV with Chapter III and other relevant regulations of the Law, which applies to the Chapter IV.

2. The organization of the state-owned enterprise management is under 100% of the regulatory capital implementation under the respective provisions at section 1 Chapter III and Chapter V of the Law.

What? 89.

The owner's representative body decides to organize a state enterprise management in the form of a limited liability company under one of the two prescribed models at 1 Article 78 of this Law.

What? 90. Board members

1. Council members on behalf of the company perform the rights and obligations of the company as defined by the Law and the other provisions of the relevant law.

2. Board members include the President and other members, the number of no more than 07. Member Council member works in a specialized manner and is decided by the representative body, appointing, dismissal, or commendation, discipline.

3. The term of the President and other member of the Council of members is no more than 05 years. Member Council members can be reappointed but only appointed as a member of a member council of a corporation that does not include any more than 2 terms.

What? 91. The rights and obligations of the Council of members

1. A member council on behalf of the company performs the rights, obligations of the owner, shareholder, member to the company owned by the company as the owner or owner of the shares, part of the contribution.

2. Council members have the following rights and obligations:

a) Decision on the rules of regulation at the Management Law, which uses state capital invested in manufacturing, business at the business;

b) The decision to establish, reorganization, branch dissolution, representative office and dependent accounting units;

c) Decided to plan the annual business, which advocated market development, marketing and technology of the company;

d) The organization operates internal audits and decided to establish an internal audit unit of the company.

b) Rights and other obligations under the provisions of this Law, the relevant legislation and the Company Charter.

What? 92. Standards and conditions for Member Council Member

1. There is a degree of expertise, practical experience in business administration or in the sector, industry, the operating profession of the business.

2. Not a wife or husband, biological father, foster father, birth mother, mother, child, child, child, brother, sister, brother-in-law, brother-in-law, brother-in-law, sister-in-law, sister-in-law, the head of the head of the head of the body of the owner; Director, Deputy Director or General Manager, Deputy General Manager and Chief Accounting Officer of the company; Corporate Controller.

3. Not a cadre, civil service in the state agency, political organization, political organization-society or not the manager, executive at the member business.

4. Have not been removed from the position of President of the Member Council, Member Council Member or Chairman of the Company, Director, Deputy Director or General Manager, Deputy Director General of the state-owned enterprise.

5. Other standards and conditions stipulate at the Company Charter.

What? 93. As long as the membership council membership

1. The chairman and other member of the Member Council are dismissed in the following circumstances:

a) There is no longer sufficient standards and conditions specified in Article 92 of this Law;

b) Have the application to resign and be approved by the owner of the office by writing;

c) There ' s a decision to move, other job layout or retirement;

d) There is no power, the qualifications for which the work is delivered; lost, or limited to the power of the people;

There is not enough health or no credibility left to be a member of the membership council.

2. The chairman and other member of the Member Council is removed in the following circumstances:

a) The company does not complete the objectives, only the annual plan, not to preserve and develop capital investment at the request of the owner representative body without the process of the objective cause or the cause of the unelected cause of the agency. the owner of the approved owner;

b) prosecuted and declared guilty by the Court;

c) Not to be honest in law enforcement, obligations or abuse of status, office, use of the company 's assets to gain or serve the interests of the organization, the other individual; the non-central report of financial situation and the results of the company' s business production. Ty.

3. In the 60-day period, since the date of the dismissal decision, the way the office, the owner of the owner considers, decides the selection, appointing the alternative.

What? 94. Board Chair

1. Chairman of the Member Council appointed by the representative body of the owner. The Chairman of the Board of members is not served by the Director or Director General of his company and other businesses.

2. The chairman of the following member Council has the following right and obligation:

a) Building the yearly and yearly activities of the Council of the Member;

b) Preparing the program, document the meeting or get the Member Council opinion;

c) Million volumes and presiding over the Member Council meeting or taking the opinion of Member Council members;

d) The organization implemented the resolutions of the owner representative body and the resolution of the Member Council;

Monitoring, direct monitoring and evaluation of the results of a strategic objective, the results of the operation of the company, the results of the executive management of the Director or General Manager of the company;

e) The organization announced, publicly informed the company according to the regulation of the law; being responsible for the full, timely, accurate, honest, and systemic information of the information published;

g) Rights and other obligations under the provisions of this Law, the relevant legislation and the Company Charter.

3. In addition to the prescribed cases at Article 93 of this Law, the Speaker of the Council of the Member may be dismissed, dismissed if it does not perform the prescribed duties at paragraph 2 This.

What? 95. Rights and obligations of other members of the Member Council.

1. Attend to the board meeting, discuss, petition, vote on issues of the jurisdiction of the Member Council.

2. Check, review, lookup, copy or extract records and track transactions, accounting books, annual financial statements, book committee meetings, members of the company, documents and other documents of the company.

3. Rights and other obligations under the provisions of this Law, the relevant legislation and the Company Charter.

What? 96. The responsibility of the President and other members of the Council of members

1. Compliance with the law, the Company Charter, the decision of the company owner.

2. implement the right to be honest, carefully, best to ensure maximum of the legal benefits of the company and the State.

3. Loyalty to the interests of the company and the State; do not use the information, tips, business opportunities of the company, status, office, property of the company to benefit or serve for the interests of the organization, the other individual.

4. Notice in time, full and accurate for the company about the businesses that themselves and the person who are involved as the owner or have a stake, the part of which contributed. The announcement is listed at the company's headquarters and branch.

5. Accept Member Council resolutions.

6. Responsible for taking advantage of the identity of the company performing a violation of the law; conduct of business or other transaction not to serve the interests of the company and to damage others; payment of undue debunes when possible. The risk of financial risk may occur to the company.

7. The case of the membership of the Member Council has a violation of obligations in the exercise of rights and obligations assigned, the other member of the Member Council is obliged to report by writing to the owner of the owner; the request to end. It's a violation and a remediation solution.

What? 97. The employment regime, condition and format of the Member Council meeting.

1. Board members work in collective mode; meeting at least once in a quarter to review and decide on matters of authority, obligations of their own. For issues that do not require discussion, the Council of Member can take the opinion of the members by the prescribed text at the Company Charter.

A member council may refer to an extraordinary meeting to address pressing matters at the request of the company representative agency or at the recommendation of the Board of the Member Council or over 50% of the total Member Council Member or Director or Director. Director General.

2. The President of the Member Council or member is authorized by the Chairman of the Board of Commissioners responsible for preparing the program, document content, convening and presiding over the Member Council meeting. Members of the Member Council have the right to petition in writing about the meeting program. The content and meeting documents must be sent to members of the Member Council and the invited delegates, if there is before a meeting of at least 03 working days. The document used in the meeting involved the petition for the agency to own the revised company, the addition of the Company Charter, through the direction of the company development, through the annual financial report, reorganization or dissolution of the company must be used. has been sent to the slog members of the five working days before the meeting date.

3. Invitations to the meeting may be by invitation, telephone, fax or other electronic vehicles and sent directly to each member of the Member Council and other delegates invited to the meeting. The announcement content must specify the time, location, and meeting program. The form of online meeting can be applied when needed.

4. Meeting members of the Member Council valid when at least two-thirds of the total member Council members attend. The resolution of the Council of members is passed when there are more than half of the total number of members attending the approval vote; the case with equal number of votes is the approval of the Speaker of the Council Member or the President of the Council. The committee presiding over the meeting was adopted. Member Council members have the right to secure their opinions and petition to the agency that owns the company.

5. The case for the opinion of members of the Member Council is passed by the Council of members ' resolution, which is passed over half of the total number of members who approve.

The resolution can be adopted by using multiple copies of the same text if each copy has at least one signature of the member Council membership.

6. Based on the content and meeting program, when the review is needed, the Member Council has the right to or is responsible for inviting the competent representative of the agencies, the relevant organization to attend and discuss specific issues in the meeting program. Representatives of the agencies, the organization invited to the meeting have the right to give a speech, but not a vote. The representative opinion of the representative invited to the meeting was fully scored on the border of the meeting.

7. Content of discussion issues, speech comments, voting results, decisions made by Member Council and the conclusion of the Council of Member meetings must be written. The presiding officer and secretary of the meeting must be held accountable for the accuracy and integrity of the Member Council meeting. The membership of the Council of Counces must be done and passed before the end of the meeting. The compilation must have the following principal contents:

a) Time, location, purpose, meeting program; list of members of the session; the issue is discussed and voting; summarism of the member's speech on each issue of discussion;

b) The vote count endorsed and not endorsed for the case does not apply the white voting method or the vote vote esprave, does not endorse and no opinion on the case of the applicable white vote method;

c) The decisions are adopted; they, the names, the signatures of the members of the session.

8. Members of the Member Council have the right to ask the Director, Deputy Director, or General Manager, Deputy General Manager, Chief Accounting Officer and Manager, executive in the company, the company subsidiary holding 100% of the charter capital, who represents the company ' s contribution capital. Companies in other businesses provide information, documentation of financial situation, activities of the business under the Information Regulation provided by the Member Council or by the resolution of the Board of members. The person who is required to provide information must provide timely, complete and accurate information, documents at the request of the Member Council, except for the case of another decision-making member Council.

9. The member council uses the operating apparatus, the help department (if any) and the company ' s seal to carry out its mission.

10. The operating costs of the Council of members, salaries, accessories, and other remuners are charged at the cost of corporate management.

11. The case is needed, the Council of Member organizes the taking of the opinion experts in the country and abroad before deciding on key issues under the jurisdiction of the Board of members. The cost of consulting professional advice is regulated at the company's financial management regulation.

12. The resolution of the Member Council takes effect since the day passed or from the date of the validity of that resolution, unless the case must be approved by the representative body.

What? 98. Corporate Chairman

1. The president of the company is appointed by the agency representative by the rule of law. The president of the company has a term of no more than 05 years. The president of the company may be reappointed but not more than two terms. The standards, conditions and cases of dismissal, the way the President of the Company is implemented under the regulation at Article 92 and Article 93 of this Law.

2. The chairman of the company performs the rights, the obligations of the representative holders directly at the company under the provisions of the Management Law, which uses state capital invested in manufacturing, business at the business; other rights and obligations under the regulation at this Article. 91 and Article 96 of this Law.

3. Money, reward, and other rights of the president of the company are decided by the owner of the owner and are charged at the cost of corporate management.

4. The company 's president uses the department of management, executive, the help department (if any) and the company' s seal to exercise its rights and obligations. In case of necessity, the Chairman of the Company organizes the opinion of consulting professionals in and out of the country before deciding on key issues under the authority of the president of the company. The cost of consulting professional advice is regulated at the company's financial management regulation.

5. Rules of the jurisdiction stipulated at paragraph 2 This must be established as a document, signed by the title of President of the Company including the case of the Chairman of the Company and the Director or General Manager.

6. The company Chairman ' s decision to take effect from the date of signing or from the date is valid in that decision, unless the case must be approved by the owner of the owner.

7. The case of the company's president absent from Vietnam for 30 days must be authorized by writing to others performing a number of rights, the obligations of the President of the Company; the mandate must be notified in time by writing to the owner of the owner. Other authorized cases follow regulations at the company's internal management process.

What? 99. Director, General Manager

1. The Director or General Manager of the company appointed by the Board or the Chairman of the Company appointed or hired by the personnel method has been approved by the owner of the owner. The Company has one or several Deputy Director-General or Deputy Director. The number, the authority to appoint Deputy General Manager or Deputy Director of Regulation at the Company Charter. The right and obligations of the Deputy Director or Deputy General Manager of the regulation at the Company ' s Charter or Labor contract.

2. The Director or General Manager has the duty to run the day-to-day operations of the company and have the following rights and obligations:

a) Organization implementation and evaluation of the results of planning implementation, business methodology, corporate investment plan;

b) The implementation and evaluation of the results of the implementation of the resolutions of the Member Council, the Chairman of the Company and of the company's representative body;

c) Decision the day-to-day work of the company;

d) The company ' s internal management statute has been approved by the Member Council or the President of the Company;

) Signing, the company's behalf agreement, minus the case of the authority of the President of the Member Council or the Chairman of the Company;

e) Appointment, lease, dismissal, dismissal, termination of contract on management functions within the company, except for the authorship of the Board of the Board members or the President of the Company;

g) Labour recruitment;

h) Setting up and presenting the Council of members or the President of the Company to report the annual, annual periodic reports on the results of the implementation of the business plan and annual financial statements;

i) The methodology to reorganize the company, when it is needed;

l) The petition for allocation and use of post-tax returns and other financial obligations of the company;

l) Rights and other obligations under the provisions of the law and the Charter of the Company.

What? 100. Standard, condition of the Director, General Manager

1. There is a degree of expertise, practical experience in business administration or in the field, industry, business profession of the company.

2. Not a wife or husband, biological father, foster father, birth mother, foster mother, child, child, biological brother, sister, brother of the head, deputy to the head of the head of the body representative agency.

3. Not a wife or husband, biological father, foster father, birth mother, foster mother, child, child, sibling, sister, sister of member council member.

4. Not a wife or husband, biological father, foster father, birth mother, foster mother, child, child, sibling, sister, brother, brother of Deputy Director General, Deputy Director and Chief Accounting Officer of the company.

5. Not a wife or husband, biological father, foster father, birth mother, mother-in-law, child, child, sibling, sister, brother-in-law, brother-in-law, brother-in-law, sister-in-law, sister-in-law, sister-in-law, sister-in-law.

6. Unlike cadres, civil officials in state agency or political organization, political-social organization.

7. Have not been removed from the position of President of the Member Council, Member Council Member, Chairman of the Company, Director, or General Manager, Deputy General Manager or Deputy Director at the company or in other state business.

8. Not either the Director or General Manager of the other business.

9. Standards, other conditions stipulate at the Company Charter.

What? 101. Dismissal, the way to the Director, the Director General and the other company manager

1. The Director or General Manager is dismissed in the following cases:

a) There is no longer sufficient standards and conditions specified in Article 100 of this Law;

b) Have a job application.

2. The Director or General Manager is removed in the following cases:

a) The business is not fully regulated by the rule of law;

b) The business does not complete the annual business plan objectives;

c) There is not sufficient qualifications and capacity to meet the requirements of the enterprise ' s new development strategy and business plan;

d) The business violates the law or has a business activity contrary to the rule of law;

) Violation of one of the obligations of the regulatory manager at Article 96 of this Law;

e) Other cases stipulate at the Company Charter.

3. The case of dismissal, the way of office for Deputy Director General, Deputy Director, Chief Accounting Officer and other company manager due to the Regulation Company Regulation.

What? 102. Control.

1. The company 's size base, the owner' s agency that decides to appoint 01 Controller or to form the Control Board of 3 to 05 Controller. The Board of Control is no more than 05 years and is reappointed but each individual is appointed as the Controller of a non-802-term company.

2. The control board has the following rights and obligations:

a) Monitoring the implementation of the development strategy, business plan, implementation of the strategic objectives and plan objectives of the company;

b) Monitoring and evaluation of the implementation of the rights, obligations of Member Council Member and Board Member, Director, or General Manager;

c) Monitoring and evaluation of performance and compliance levels of internal audit compliance, management and prevention of risk, reporting and other internal governance practices of the company;

d) Monitoring the legitimacy, system and honesty in accounting work, accounting books, in the contents of financial statements, the appendix and related documents;

Monitoring the company's transactions with relevant parties;

e) Supervisor implementation of major investment projects, purchases, sales, and other business transactions that have a large scale or an unusual business transaction of the company;

g) Set up and submit a review report, petition for regulatory content at points a, b, c, d, e, and e this paragraph for the body representative body and Member Council;

h) Perform other rights and obligations at the request of the owner representative body or stipulate at the Company Charter.

3. The salary, the reward of the Controller due to the decision-owning representative body and the pay.

4. The government regulates this.

What? 103. Standards and conditions for Control

1. Training one of the majors in finance, accounting, audit, law, business administration and has at least 03 years of work experience; Head of Control must have at least 05 years of work experience related to financial majors, accounting and finance. accounting, audit, law, business administration trained.

2. Not the employees of the company.

3. Not a wife or husband, biological father, foster father, birth mother, mother, child, child, biological brother, sister, brother-in-law, brother-in-law, brother-in-law, sister-in-law, sister-in-law, sister-in-law of the following object:

a) The head of the head, the deputy head of the head of the agency, the owner of the company;

b) Member of the member council of the company;

c) Deputy Director or Deputy General Manager and Chief Accounting Officer of the company;

d) Other control of the company.

4. Not either the Director or General Manager of the other business.

5. Not at the same time as the Controller, member of the Member Council, the board member of the business is not a state business.

6. Other standards and conditions stipulate at the Company Charter.

What? 104. The rights to the Board of Control and Control

1. Participate in Member Council meetings, consultations and official and non-formal exchanges of the representative body of the owner with the Council of membership; have the right to question the Council of members, member Council Member and Director or Director of the Council. The company's general manager about plans, projects, or development investment programs and other decisions in company management.

2. Consider accounting books, reports, contracts, transactions, and other documents of the company; check out the Executive Management Job of the Board Member, Member Council Member, Director, or General Manager when found necessary or at the request of the Board of Directors. the owner of the owner.

3. Review, evaluate the state of business activity, financial status of the company, the practice of operating and the effect of corporate internal governance rules.

4. Ask Member Council Member, Director, Deputy Director or General Manager, Deputy Director General, Chief Accounting Officer and other managers to report, provide information about anything within the scope of management and operations of investment, business of the company, and the company. company.

5. Ask the company managers to report on the financial realities, status and business results of the subsidiary when the test is needed to carry out the tasks under the regulation of the law and the Company Charter.

6. The case of detection has members of the Member Council, Director, or General Manager and other managers to do contrary to their rights, obligations, and responsibilities or have the risk of making those regulations; or the detection of violations of their obligations. the law, as opposed to the regulations of economic management, the contrary to which the Company rules or the rules of internal governance must report to the agency that owns the company, other members of the Board of Control and the individual are involved.

7. Proposal for the representative agency to establish a unit that performs the task audit task and directly supports the Control Board to execute the rights and obligations assigned.

8. Make other rights specified at the Company Charter.

What? 105. Board of Control and Control Board

1. The Head of the Control Board is in charge at the company; other members may join the Board of Control of no more than 04 state enterprises but must be agreed by the written consent of the owner ' s representative body.

2. Head of Control Board Building the monthly, quarterly and annual Board of Control Planning; task assignments and specific work for each member.

3. An independent and active control officer performs tasks and tasks assigned; proposed, petit to perform tasks, other control over the plan, in addition to the scope of the scope to be assigned when it is needed.

4. Board meets at least once a month to review, evaluate, pass a report results report in the month of the ownership agency; discuss and pass the next operational plan of the Control Board.

5. The decision of the Control Board is passed when a majority of the members are expected to approve. Other opinions with the decision content were adopted to be fully documented, correct, and reported the owner of the owner.

What? 106. The responsibility of the Control.

1. Compact with the law, the Company Charter, the decision of the representative body of the owner and the profession of the profession in the implementation of regulatory rights and obligations in this Law and the Company Charter.

2. Perform the rights and obligations to be delivered in an honest, carefully, best way to protect the interests of the State and the legitimate interests of the parties at the company.

3. Loyalty to the interests of the State and the company; do not use information, tips, business opportunities, abuse of status, office, property of the company to benefit or serve for the interests of the organization, the other individual.

4. Other obligations under the provisions of this Law and the Company Charter.

5. The case of a regulatory violation at 1, 2, 3 and 4 This thing that damages the company the controls must be responsible for individual or federal damages; depending on the nature, the extent of the breach and damages may be fatal. treatment for discipline, sanctiation of administrative violations or being prosecuted for criminal responsibility under the rule of law.

6. Every other income and benefits that direct or indirect control is due to a violation of the obligations obligations at 1, 2, 3 and 4 This must all return the company.

7. The case of detection has a violation of the obligation violation in the exercise of rights and obligations assigned, the other member of the Control Board has a written report obligation to the owner of the owner; the request to end the breach and have a solution. It's a remediation.

What? 107. Dismissed, the control of the officer.

1. The control of the officer is dismissed in the following cases:

a) There is no longer sufficient standards and conditions under regulation at Article 103 of this Law;

b) Have the application to resign and be approved by the owner of the owner;

c) The owner of the owner or other competent authority of the authority, the assignment of another task;

d) Other cases by regulation at the Company Charter.

2. The control of the officer is removed in the following cases:

a) Do not complete the task, the work is assigned;

b) Do not exercise its right and obligations, for three months of continuous months, unless the case is improbable;

c) Violation or violation of multiple times the obligations of the Regulation Control of this Law and the Company Charter;

d) Other cases by regulation at the Company Charter.

What? 108. Announces periodic information

1. The company must publish periodically on the company 's electronic information page and the owner of the owner' s agency owns the following information:

a) Basic information about the company and corporate charter;

b) Total objectives, objectives, specific indicators of the annual business plan;

c) The annual Financial Reporting and Summary Report has been audits audits by the independent audit organization over a period of no more than 150 days, since the end of the fiscal year;

d) The report and summary of the Mid-year Financial Report was auditated by the independent audit organization; the deadline for publication must be before July 31 each year;

The content published the regulation information at the point c and this d-point including the Financial Reporting by the parent company and the Merger Financial Report;

) The report reviews the results of the implementation of the annual business production plan and the last 03 years as of the year of reporting;

e) The results of the results of the implementation of the utility tasks assigned to the plan or bidding (if any) and other social responsibility;

g) Report on the status of governance, corporate organization structure.

2. The company administration status report includes the following information:

a) Information on the agency representative agency, the head and deputy of the head of the head of the owner representative body;

b) Information about the company manager, including a professional level, career experience, held management positions, how to be appointed, the management job being delivered, the wage level, reward, how pay wages and other benefits; these are the most important ones. the relevant and relevant people are related to the company; the self-test, their annual assessment on the erection of the company manager;

c) The relevant decisions of the owner representative body; the decisions, the resolution of the Member Council or the President of the Company;

d) Information on the Board of Control, Control and Operations;

Information about the General Assembly, the official; the number of workers per year and at the time of the report, the wages and other benefits of the five per capita of the worker;

e) The conclusion of the inspection agency (if any) and the report of the Control Board, Control Officer;

g) Information on the relevant parties of the company, the company ' s transaction with the relevant party;

h) Other information under the regulation of the Company Charter.

3. The information is reported and the publication must be full, accurate and timely according to the rule of law.

4. The representative under the law or the authorized person announced the information implementation of the information. The representative under the law must be responsible for the full, timely, honest, and accurate information of the published information.

5. The government regulates this.

What? 109. The publication of an unusual information

1. The company must publish on its electronic and publication information page (if available) and publicly listed at the company's headquarters and business location on unusual information during the 36-hour period, since one of the following events:

a) The company ' s account at the bank is blocked or allowed to operate back after being blockled;

b) suspend part or entire business activities; be revoked of the Enterprise Registration Certificate, established license or license to establish and operate or license operations or other licenses related to the company's business;

c) Modified, the addition of a Certificate of Enterprise Registration Certificate, established and operational license, operating permit or any license, other certificates relevant to the operation of the business;

d) Change the company manager, including Member Council Member, Corporate Chairman, Director, Deputy Director or General Manager, Deputy General Manager, Head of Control or Controller, Chief Accounting Officer, Head of Accounting Finance;

There is a decision to discipline, to prosecute, to have a sentence, a court decision on one of the business managers;

e) There is the conclusion of the inspection agency or of the tax management agency on the violation of the business of the business;

g) There is a decision to change the organization of independent audit, or be denied the financial reporting audit;

h) There is a decision, establishment, dissolution, merge, mergers, transformation of the subsidiary; decision making, capital reduction, capital loss, or investment of investment in other companies.

2. The government regulates this.

Chapter V.

STOCK COMPANY

What? 110. Company.

1. The holding company is business, in it:

a) The charter capital is divided into many equal parts called shares;

b) The shareholder may be the organization, the individual; the minimum number of shareholders is 03 and does not limit the maximum number;

c) The shareholder is solely responsible for the debt and other property obligations of the business within the amount of capital that has contributed to the business;

d) The shareholder has the right to freely transfer its shares to others, except for the specified case at paragraph 3 Article 119 and paragraph 1 Article 126 of this Law.

2. The holding company has a legal status since the date of the sale of the business registration certificate.

3. The holding company has the right to issue shares of the types to raise capital.

What? 111. Equity Corporation

1. The equity equity is the total share price value that has sold the types. The equity of the holding company at the time of the establishment of the enterprise was the total share value of the type that was registered for purchase and written in the Company Charter.

2. The shares sold are the most well-paid shares that have been paid by shareholders enough for the company. At the time of the establishment of the business, the shares sold were the total stock of the types that were registered for purchase.

3. The shares are entitled to the sale of the holding company as the total number of categories that the Eastern General Assembly decides to salute to raise capital. The number of shares entitled to the sale of the holding company at the time of the business registration is the total number of categories the company will sell to raise capital, including shares that have been registered to buy and shares unregistered shares.

4. The unsold shares are the most well-paid and unpaid shares. At the time of the registration of the business, the shares have not sold as a total number of shares that have not yet been purchased by shareholders.

5. The company can change the regulatory capital in the following cases:

a) Under the decision of the Grand Council of shareholders, the company returns a portion of its contribution to shareholders in proportion to their share of shares in the company if the company has been operating business continuously for more than 02 years, since the date of corporate registration and guarantee payment. Enough debts and obligations after paying for shareholders;

b) The Company ' s acquisition of shares has issued regulations at Article 129 and Article 130 of this Law;

c) The specified capital is not fully paid by the shareholders as specified in accordance with Article 112 of this Law.

What? 112. Registered equity payment for business registration

1. The shareholders must pay for a full amount of registered shares in the 90-day period, since the date of the issue of the Business Registration Certificate, except for the case of the Company ' s charter or registration contract that buys the regulation of a shorter term. The board is responsible for supervising, and the governor is sufficiently paid, and the shareholders of the shareholders are able to register.

2. In the deadline from the day the company issued a business registration certificate to the last day must pay the amount of shares registered to the regulation at 1 Article, the number of shareholders voting counted according to the number of shares of common equity. register for purchase, unless the Company Charter case has a different regulation.

3. If after the specified deadline at paragraph 1 This has unpaid shareholders or only payment of a share of the registered shares, then do the following regulation:

a) shareholders who have not paid a registered share of the purchase will of course be no longer a shareholder of the company and are not transferred to the right of that share to others;

b) The shareholder only payment of a portion of registered shares will have the voting rights, taking the benefits and other rights corresponding to the number of paid shares; not transfer of the rights to the stock of unpaid shares to others;

c) The number of unpaid shares is considered unsold shares and the Board of Directors is entitled to sell;

d) The company must register as an adjusted capital adjustment by the value of the number of shares that has been paid enough and the change of the ancient shareholder in the 30-day period, since the end of the deadline must pay the registered share of the registered shares in paragraph 1. This.

4. shareholders who have not paid or unpaid enough shares of registered shares are responsible for the total value of registered shares in the company's financial obligations that arise in the statute of limitations at 1 Article Hey. A member of the Board of Directors, the representative under the law must be held responsible for the damages of the damages due to the non-implementation or the correct implementation stipulated at the 1 and point of paragraph 3 This Article.

What? 113. Types of shares

1. The holding company must have a common stake. The common owner is a popular shareholder.

2. In addition to the popular share, the holding company may have a preferable stake. Holders of preferable shares are called preferable shareholders. Preferable shares include the following types:

a) The shares of the voting are made.

b) Preserve the dividend;

c) The share of the reward is complete;

d) Shares other preferable shares due to the regulation of the Company.

3. Only the organization authorized by the Government and the shareholder is the right to hold the share of the voting privileges. The founding advantage of the founding shareholder was only valid for 3 years, since the date the company was granted a business registration certificate. After that deadline, the shares favoured the voting of the founding shareholder transformed into a popular share.

4. The person who is entitled to buy a share of the dividends, shares the refund and the other preferable shares due to the Regulation of the Company or by the General Assembly.

5. Each share of the same kind creates the person who owns it in equal rights, obligations, and interests.

6. Common shares cannot be converted to preferable shares. Preferable shares may be converted into common shares according to the General Assembly resolution.

What? 114. Common shareholder rights

1. The common shareholder has the following rights:

a) attend and give a speech in the shareholders of the east and exercise the right to vote directly or through proxy-mandated representation or in other form due to the law, the Rules of the Company stipulated. Each share of the common stock has a voting vote;

b) Receive dividends at the discretion of the General Assembly;

c) The preferred purchase of new shares of shares corresponds to the proportion of the common equity of each shareholder in the company;

d) Free transfer of its shares to others, except for the specified case at paragraph 3 Articles 119 and paragraph 1 Article 126 of this Law;

) Review, lookup and extracts the information in the List of shareholders with the right to vote and request to modify the information that is not correct;

e) Review, lookup, citation or copy of the Company ' s Charter, the border meeting of the General Assembly and the resolutions of the General Assembly;

g) When the company is dissolved or bankrupt, it is accepted that a portion of the remaining assets corresponds to the share ownership rate at the company;

2. Shareholders or shareholders who own from 10% of the total share of common shares return for a continuous period of at least 6 months or a smaller proportion stipulated at the Charter of the Company having the following rights:

a) Proposal to the Board of Directors and Board of Control;

b) Review and excerpts of the Board of Directors and resolutions of the Board, the financial reporting between the year and the yearly according to the sample of the Vietnam accounting system and the report of the Control Board;

c) Request to convene the General Assembly of the Eastern Council in the case of regulation at paragraph 3 This Article;

d) Ask the Board to examine each specific problem related to management, run the operation of the company when it is needed. The requirement must be written; must have them, names, permanent addresses, nationality, number of citizen ID cards, People's ID cards, passports, or other legal personal endorsement to the shareholder; name, permanent address, nationality, decision number. established or the business registration number for shareholders is the organization; the number of shares and the time of shareholder registration of each shareholder, the total number of shares of both the shareholder group and the ownership rate in the company ' s total stake; the problem of testing, the purpose of testing. Look.

charge) Other rights under the regulation of this Law and the Company Charter.

3. The shareholder or shareholder group stipulated at paragraph 2 This has the right to ask for the convening of the Eastern General Assembly in the following cases:

a) The board of directors violates the authority of the shareholder, the obligation of the manager or the decision to exceed the jurisdiction delivered;

b) The term of the Board of Directors has exceeded 6 months that the new Board of Directors has not been elected instead;

c) The other case by the regulation of the Company Charter.

The requirement to convene the General Assembly of the Eastern Council must be established in writing and must have them, names, permanent addresses, citizen ID cards, People's ID cards, passports, or other legal personal endorsement to shareholders; names, number of business codes. A career or decision number established, the headquarters address to the shareholder is the organization; the number of shares and the time of the registration of the shares of each shareholder, the total number of shares of both the shareholder group and the ownership rate in the company ' s total stake, base and reason required. Summon the Council of the Eastern Council. Accompanying the request for a summons must have the documents, evidence of the violations of the Board, the degree of violation or of the decision to exceed the jurisdiction.

4. The case of the Company ' s Charter of No Other regulation then the nomination of the Board to the Board and the Regulation Control Board, at the point a 2 This is done as follows:

a) The common shareholders are grouped into groups to nominate people to the Board of Directors and the Control Board must inform the meeting of groups for the shareholders to meet before the opening of the Grand Council;

b) The number of members of the Board of Directors and Board of Control, shareholders or groups of shareholders stipulated at paragraph 2 This is entitled to nominate one or some as determined by the decision of the General Assembly as a board candidate and the Board of Control. Where the number of candidates is recommended by the shareholders or the shareholder group is less than the number of candidates they are entitled to nominate by the decision of the General Assembly, the number of remaining candidates nominated by the Board, the Board of Control and other shareholders.

5. Other rights under the regulation of this Law and the Company Charter.

What? 115. Common sense of shareholder duty

1. Pay enough and correct the share of the share committed.

No capital is drawn from the company in all forms, except where the company or other purchasate shares. The case with a partial withdrawal of a portion or entire equity has contributed to the regulation at this time shareholder and the person with the relevant interest in the company must be in the same union responsible for the company ' s other assets and obligations in the company. The value of the shares was withdrawn and the damage occurred.

2. comply with the Company ' s internal regulatory and regulatory compliance.

3. Accept the resolution of the Grand Council of shareholders, the Board of Directors.

4. Make other obligations under the provisions of this Law and the Company Charter.

What? 116. The shares offer the voting and the rights of the shareholder to offer the vote.

1. Shares of voting privileges are the shares that have more voting votes than the common shares, the voting number of a share of the preferable voting shares due to the Rules of Regulation.

2. The shareholder owns shares of voting privileges with the following rights:

a) A vote on matters of the jurisdiction of the Council of the shareholders with a vote of voting in accordance with this one Article;

b) Other rights such as the common shareholder, minus the specified case at paragraph 3 This.

3. The shareholder who owns shares of the voting privilege is not transferred that part of the shares to others.

What? 117. Shares of the dividend and the right of the shareholder preferable

1. The dividend preferable dividend is the dividend paid off dividends at a higher level than the dividend of the common stock share or the constant level of stability. Dividends are divided annually consisting of fixed dividends and reward dividends, fixed dividends, which are not dependent on the company's business results. The specific level of fixed dividends and the method of identifying the dividends is inscribed on the shares of the dividend preferable dividends.

2. The shareholder owns shares of the dividend that has the following rights:

a) Take the dividend in accordance with the provisions of this one Article;

b) The remaining asset portion corresponds to the share ownership rate at the company, after the company has paid off all the debt, the incentive share returns when the company is dissolved or bankrupt;

c) Other rights such as the common shareholder, minus the specified case at paragraph 3 This.

3. The shareholder who owns shares of the dividend favors no voting rights, the shareholders ' General Assembly meeting, nomining a person to the Board of Directors and Board of Control.

What? 118. Shares of the refund and the right of the shareholder preferable

1. The refund section is the return of the company reimbursable by the company that contributes to the owner ' s request or under the conditions that are inscribed at the stock of the reimbursable shares.

2. The shareholder who owns a refund share of the refund has other rights such as the common shareholder, except for the specified case at paragraph 3 This.

3. The shareholder who owns a refund of the refund does not have the voting rights, the shareholders ' Assembly meeting, nomining people to the Board of Directors and the Control Board.

What? 119. The common shares of the founding shareholder

1. The newly established holding company must have at least 03 founding shareholders; the holding company is transformed from state-owned enterprises or from a limited or divided liability company, which separates, merge, merged from the other holding company that does not necessarily have to have a stake. It's a big deal.

In the absence of a founding shareholder, the Company ' s Charter Company Charter must have the signature of a representative under the law or the common shareholders of that company.

2. The founding shareholders must jointly register to buy at least 20% of the total share of the common shares that are entitled to the sale at the time of the business registration.

3. In the 03-year period, since the day the company is granted a business registration certificate, the founding shareholder has the right to free transfer of its shares to other founding shareholders and only transferred its share of the common shares to the non-member. is a founding shareholder if approved by the General Assembly. In this case, the shareholder intends to transfer the shares without the right to vote on the transfer of those shares.

4. The restrictions on the common shares of the founding shareholder were abolished after a 3-year deadline, since the date the company issued a Business Registration Certificate. The restrictions of this regulation do not apply to the shares in which the founding shareholder is added after the establishment of a business and stake in which the majority shareholder is transferred to others is not the founding shareholder of the company.

What? 120. Stock

1. The stock is a certificate issued by the holding company, a notebook or electronic data that confirms the ownership of one or some of the shares of that company. The stock must have the following principal content:

a) Name, enterprise number code, corporate headquarters address;

b) The number of shares and types of shares;

c) The price per share and the total number of shares shares on the stock;

d) They, names, permanent addresses, nationality, number of citizen ID cards, People's ID cards, passports, or other legal personal endorsement of shareholders are personal; name, corporate code or established decision number, the headquarters of the shareholders ' headquarters. The organization.

Summary of the equity transfer procedure;

e) The signature of the representative under the law and stamp of the company (if any);

g) The registration number at the company ' s shareholder register and the date of the stock release;

h) Other content under the regulation at Articles 116, 117 and 118 of this Law on the stock of the preferable shares.

2. The case with errors in the content and stock form issued by the company is the right and the interests of the owner it is not affected. The company's legal representative is responsible for the damage caused by those mistakes.

3. The stock case was lost, ruined or damaged in another form, and the shareholder was given a stock-holding company by the shareholder's suggestion.

Shareholder proposal must have the following content:

a) The stock has been lost, ruined or damaged in another form; the case is lost, it must be assured that the search is out of course and if the search is returned to the destruction of the company;

b) Take responsibility for the disputes that arise from the granting of the new stock.

For shares of total denominates per ten million Vietnam, before the reception of the new stock offer, the company ' s legal representative may require shares of the stock to post a notice of lost stock, ruined or damaged by the stock market. broken up in the other form and after 15 days, since the announcement date will recommend the new stock-level company.

What? 121. Shareholder Register

1. The holding company has to establish and store shareholder register since being issued a business registration certificate, shareholder register may be text, electronic data set, or both of these.

2. The shareholder register must have the following principal contents:

a) Name, address the headquarters of the company;

b) The total number of shares is entitled to the sale, the type of shares entitled to the sale and the number of shares entitled to the sale of each type;

c) The total number of shares sold of each type and the equity value contributed;

d) They, names, permanent addresses, nationality, number of citizen ID cards, People's ID cards, passports, or other legal personal evidence to shareholders are personal; name, corporate code or established decision number, address headquarters for the company. The east end is the organization;

The number of shares of each shareholder's share, the date of registration.

3. The shareholder register is kept at the company's headquarters or the Stock Exchange Center, the shareholder has the right to check, lookup or extract, copy shareholder registry contents during the company's work hours or the Stock Exchange Center.

4. The shareholder case that changes the permanent address must be notified in time with the company to update the shareholder register. The company is not responsible for not being able to contact shareholders due to not being informed of changing the address of the shareholder.

What? 122. Hello, sell shares.

1. Welcome to the shares is the company ' s increasing number of shares are entitled to sell and sell those shares during the operation to increase the charter capital.

2. Hi semi-equity can be done in one of the following forms:

A greeting to the ancient shareholders;

b) salute the public;

c) Welcome to the individual shares.

3. Hi, sell the shares to the public, greet the shares of the listed holding company and the public in accordance with the laws of securities law.

4. The Company performs registration changes in charter capital over the 10-day period, since the date of the completion of the share sale.

What? 123. Selling individual shares

The sale of the individual shares of the holding company is not the public holding company that is regulated as follows:

1. During the 5-day period of work, since the decision to sell individual shares, the company must announce a separate sale of shares with the Business Registry. It is accompanied by a separate shareholding message that must have the following documents:

a) The resolution of the Grand Council of the Ancient Council on the sale of individual shares;

b) The individual shareholding method has been adopted by the General Assembly (if any);

2. The individual shareholding notification includes the following content:

a) Name, headquarters address, corporate code;

b) The total number of shares is expected to sell; the exclamation shares and the number of shares of the sale per type;

c) The time, the form of greeting semi-shares;

d) They, the name, the signature of the representative according to the law of the company;

3. The company has the right to sell shares after 5 working days, since the date of sending the notification without receiving an objection opinion of the Business Registry;

4. The Company performs a change of capital changes with the business registry for a 10-day period, since the date of the completion of the share sale.

What? 124. Sell shares to existing shareholders

1. Hi, selling shares to the existing shareholder is the firm case that increases the number of shares that are entitled to the sale and sell all of that share to all shareholders in proportion to their existing share of shares at the company.

2. Hi selling shares to the existing shareholder of the holding company is not the public holding company that is done as follows:

a) The company must inform the shareholders in accordance with the guarantee method to reach their permanent address or contact address in the slowest shareholder register 15 days prior to the date of the end of the stock purchase deadline;

b) The notice must have them, name, permanent address, nationality, number of citizen ID cards, People's ID cards, passports, or other legal personal endorsement of shareholders; name, corporate code or established decision number, headquarters. the main shareholder is the organization; the number of shares and shares of the existing shares of shareholders at the company; the total number of shares expected to be sold and the number of shareholder shares is entitled to purchase; the price of sale shares; the registration deadline; they, the name, the signature of the representative under the law of the company. Attached to the notification must have a stock purchase registration form issued by the company. The registration of a registered share of the shares is not sent to the company, such as the announcement that the shareholder is deemed to have not received the option of purchasing;

c) The shareholder has the right to transfer priority to buy her shares for others.

3. The case in which the number of shares is expected to sell is not shareholders and the person who receives the option to buy the subscription, the Board has the right to sell the majority of the shares entitled to the shareholders of the company or others in the manner. streamline conditions are not more favorable than the conditions that have been offered to shareholders, except for the case of other approved shareholders or shares sold through the Stock Exchange.

4. The shares are considered to have sold when sufficient payment and the information about the buyer stipulated at 2 Article 121 of this Law is fully written into the shareholder register; since that time, the purchaswoman became the shareholder shareholder.

5. After the shares are fully paid, the company must release and give the stock to the buyer. The company can sell shares without giving a stock. In this case, information about shareholder regulation at paragraph 2 Article 121 of this law is inscribed in the shareholder register to demonstrate ownership of shares of that shareholder in the company.

What? 125. Semi-shares

The board decides the time, the method and the sale price. The share price is not lower than the market price at the time of the sale or value recorded in the shares of the shares at the nearest time, except the following cases:

1. The first sale shares for those who are not the founding shareholder;

2. Shares share the sale to all shareholders according to their existing share share in the company;

3. The shares are selling to the broker or the patron. This case, the discount number or the specific discount rate must be approved by the General Assembly of the Eastern Council, minus the case of another regulatory company Charter;

4. The other case and the discount level in those cases is due to the Regulation Company Regulation.

What? 126. Stock transfer

1. The shares are free to transfer, except for the specified case at paragraph 3 Article 119 of this Law and the Charter of the Company to restrict the equity transfer. Where the Company Charter is limited to the equity transfer, these regulations are only valid when it is specified in the shares of the corresponding shares.

2. The transfer is done by contract in a conventional way or through trading on the stock market. In the case of contract transfer, the transfer papers must be transferred to the transfer party and the recipient of the transfer or delegate of the commission. The case of transfer through trading on the stock market, the procedure, procedure, and the recognition of the ownership follows the regulation of the securities law.

3. The ancient case is the dead individual who the heir to the will or according to the law of that shareholder is the shareholder of the company.

4. The equity case of the shareholder is the individual who dies without an heir, the heir who refuses to accept inheritance or is dethroned, the number of which is resolved by the rule of civil law.

5. The shareholder has the right to donate to one part or all of its shares at the company to others; use the shares to pay off the debt. This case, who was given to or receiving a debt payment by the shares will be the company ' s shareholder.

6. The case of shareholder transfer of a number of shares then the old stock was canceled and the company released a new stock recording the number of shares transferred and the number of shares remaining.

7. The recipient of the shares in the prescribed cases in this Article only becomes a shareholder shareholder from the time their information stipulated at paragraph 2 Article 121 of the Law is fully documented in the shareholder register.

What? 127. Vote on the bonds.

1. The holding company has the right to issue bonds, convertiback bonds and other types of bonds according to the rule of law and Corporate Charter.

2. The company does not pay enough of the original and interest of the bonds issued, neither payment nor payment of the debt to the limit in the previous three consecutive years will not be entitled to issue bonds, unless the legal case of securities is available. The rules are different.

3. The release of bonds for creditors is that the financial institution is chosen not to be restricted by regulation at paragraph 2 This.

4. The other non-regulated company Charter case, the Board has the right to decide the type of bond, the total bond value and the time of release, but must report the General Assembly at the nearest meeting. The report must be accompanied by the document and document of the Board's resolution on the issue of the bond issue.

5. The case of the holding company that releases the bond of conversion to a share is done in the order, the corresponding procedure for the sale of shares according to the provisions of this Law and the other regulation of the relevant law. The company implemented a change in the charter capital for the 10-day period since the completion of the bond conversion to share.

What? 128. Buy shares, bonds.

Shares, bonds of the holding company can be purchased with the Vietnam Copper, free foreign currency conversion, gold, land rights value, intellectual property rights value, technology, technical tips, other assets stipulated at the Company ' s Charter and must be found in the United States. Once in a while.

What? 129. Acquisition of shares at the request of the shareholder

1. The shareholder expressed opposition to the resolution on the reorganization of the company or the change of rights, the obligations of the specified shareholder at the Charter of the Company have the right to ask the company to buy back its shares. Written requirements, which specify the name, the address of the shareholder, the number of shares of each type, the expected sale price, the reason the company buys it. The request must be sent to the company for a 10-day period, since the date of the Eastern Council of the shareholders through the resolution on the regulatory issues at this paragraph.

2. The company must repurchase shares at the request of the specified shareholder at this 1 Article at a market price or price is charged according to the principle of regulation at the Company ' s Charter for the 90-day period, since the date received request. In the absence of an agreement, the parties may require a professional price appraisal organization. The company introduced at least 03 professional price appraisal organizations to shareholder selection and that choice was the final decision.

What? 130. Acquisition of shares by company decision

The company has the right to buy no more than 30% of the total share of the common shares sold, in part or the entire dividend preferable shares sold under the following regulation:

1. The board has the right to decide to buy no more than 10% of the total shares of each category that has been on sale for 12 months. In other cases, the purchase of the shares was decided by the Eastern General Assembly;

2. The board decides to buy the shares back. For popular shares, the purchase price is not higher than the market price at the time of the acquisition, except for the specified case at paragraph 3 This. For other types of shares, if the Company ' s charter does not rule or the company and shareholders are involved with no other agreement, the acquisition price is not below the market price;

3. The company can buy back shares of each shareholder corresponding to their share of shares in the company. In this case, the decision to buy back the shares of the company must be notified by the method of securing all shareholders in the 30-day period, since the date of that decision was adopted. The announcement must be named, the company's headquarters address, the total number of shares and the type of shares acquired, the acquisition price or the principle of acquisition pricing, procedures and payment deadline, the procedure and the deadline for shareholders to salute their shares to the company.

Shareholders agreed to resell shares that had to be sent to sell their shares by a guarantee of up to the company for a 30-day period, since the date of the announcement. The sale must have them, names, permanent addresses, citizen ID numbers, People's ID cards, passports, or other legal personal endorsement of shareholders; names, business codes or established decisions, the headquarters of the stock. It is the organization; the share of ownership and the number of shares of the shares are sold; the method of payment; the signature of the shareholder or the representative under the law of the shareholder. The company only acquired shares that were offered in the meantime.

What? 131. Payment conditions and disposal of the shares acquired

1. The company is only entitled to pay the shares purchased to the shareholder in accordance with Article 129 and Article 130 of this Law if soon after the payment of the shares is purchased, the company still guarantees payment of sufficient debts and obligations.

2. The shares acquired by regulation at Article 129 and Article 130 of this Law are considered to be unsold shares in paragraph 4 Article 111 of this Law. The company must manually adjust the rate of regulation corresponding to the total value of shares acquired by the company in the 10-day period, since the date of the completion of the payment of the stake, minus the case of law on regulated securities. Different.

3. The stock that confirmed ownership of the shares was acquired must be destroyed soon after the corresponding shares have been paid enough. The chairman of the Board of Directors and Director, or General Manager, is responsible for the damages or delays of cancelization of the stock.

4. After the payment of the number of acquisitions shares, if the total asset value is written in the company ' s accounting book reduction of more than 10%, the company must notify all of the creditors for 15 days, since the date of payment of the purchase shares.

What? 132. Pay dividends

1. The dividend paid for preferable shares is made under the conditions of its own application for each type of preferable stock.

2. The dividend payout to the common stock is determined based on the number of net returns made and the dividend payout is extracted from the company ' s retained profitability. The holding company is only paid to the dividend of the common shares when there is enough of the following conditions:

a) The Company has completed its tax obligations and other financial obligations under the rule of law;

b) has already extracted the corporate funds and offset enough of the previous hole in accordance with the rule of law and the Company Charter;

c) Shortly after the return of the specified dividend, the company still guarantees the payment of sufficient debt and other asset obligations to the limit.

3. The dividend can be paid in cash, by the shares of the company or by other assets stipulated at the Company Charter. If the cash is paid in cash, it must be made with the Vietnamese and may be paid by cheque, transfer or order of deposit sent by post office to the permanent address or contact address of the shareholder.

4. The dividend must be fully paid for a period of 6 months, since the date of the end of the annual shareholders ' Congress. The board of directors established an ancient list of shareholders, which identified the level of dividends paid to each of the shares, the deadline and the most repaid form 30 days before each dividend payout. The return notice is sent by a guarantee of a guarantee to a shareholder registered in the slowest shareholder register 15 days prior to the return of the dividend. The message must have the following contents:

a) the company name and address of the company ' s headquarters;

b) They, names, permanent addresses, nationalities, citizen ID cards, People's ID cards, passports, or other legitimate shareholder endorsement are personal;

c) Name, enterprise number codes or established decision number, the main headquarters of the shareholder is the organization;

d) The amount of ancient shares of the shareholder; the dividend for each of the shares and the total number of dividends that the shareholder is received;

The time and the response to dividends;

e) They, the name, signature of the Chairman of the Board of Directors and the representative under the law of the company.

5. The case of shareholder transfer of its shares during the time between the end of the shareholder list and the return of dividends the transfer was the recipient of dividends from the company.

6. The case of paying dividends by shares, the company does not have to do the procedure to sell shares in accordance with regulations at Articles 122, 123 and 124 of this Law. The company must register an increase in charter capital corresponding to the total value of the shares used to pay dividends over the 10-day period, since the date of the completion of the dividend payment.

What? 133. Return payment of acquisition shares or dividends

In case the payment of the shares acquired against the stipulation at paragraph 1 Article 131 of the Law, or in return to the provisions at Article 132 of this Law, the shareholders must return to the money company, the other assets received; the case of shareholders. For the company, all members of the Board of Directors must be jointly responsible for the debt and other obligations of the company within the value of the money, the assets paid to shareholders without reimbursable.

What? 134. Organization of holding company management

1. The holding company has the option to organize the management and operate in one of the following two models, except for the legal case of other regulated securities:

a) the General Assembly of the East, the Board of Directors, the Board of Control and the Director or General Manager. Where the holding company is under 11 shareholders and shareholders is that the organization that owns less than 50% of the company ' s total shares is not required to have the Board of Control;

b) the great shareholder assembly, the Board of Directors and the Director or General Manager. In this case at least 20% of the Board members must be independent members and have the Internal Control Board directly under the Board of Directors. Independent members perform the monitoring function and organizational control over the management of the company.

2. The case with only one representative under the law, then the Chairman of the Board of Directors or Director-General is the representative under the firm ' s law; the case where the Charter has no other regulation then the Chairman of the Board is the agent. according to the law of the company. In the case of more than one representative under the law, the Chairman of the Board of Directors and the Director, or General Manager, is a representative under the law of the company.

What? 135. The Eastern Council of the East.

1. The Eastern Council of shareholders of all shareholders has the right to vote, which is the highest decision body of the holding company.

2. The Eastern General Assembly has the following rights and obligations:

a) Through the development orientation of the company;

b) Decide the type of shares and the total number of shares of each type are entitled to salute; decide the annual dividend of each type of shares;

c) Elg, dismissal, dismiss board member, Control Officer;

d) The investment decision or sales of a property with a value equal to or greater than 35% of the total asset value is written in the company's nearest financial report if the Company Charter does not specify a rate or another value;

Decide to modify, add Company rules;

e) Through the annual financial report;

g) The decision to buy over 10% of the total number of shares sold of each type;

h) Consider and handle the violations of the Board of Directors, the Control Board that damages the company and shareholders of the company;

i) To reorganize, dissolving the company;

n) Rights and other obligations under the provisions of this Law and the Company Charter.

What? 136. The authority to convene the Eastern Council of the Old Council.

1. The annual general assembly meets every year. In addition to the annual meeting, the Grand Council of the shareholders can meet extraordinary. The location of the Eastern General Assembly must be on the territory of Vietnam. In the case of the General Assembly Meeting held simultaneously in various locations, the site of the meeting of the Grand Council of the shareholders was determined to be the host of the meeting.

2. The Eastern Council of the shareholders must meet annually for a period of 4 months, since the end of the fiscal year. At the recommendation of the Board of Directors, the Business Registry may renew, but not more than 6 months, since the end of the fiscal year.

The annual general assembly of shareholders discussed and adopted the following issues:

a) the company's annual business plan;

b) The annual financial report;

c) The Board ' s report on the governance and operational results of the Board of Directors and each member of the Board of Directors;

d) The Board report on the company ' s business results, on the operational results of the Board of Directors, Director, or General Manager;

The report itself evaluated the operational results of the Board of Control and of each of the controlled staff;

e) The dividend level for each share of each type;

g) Other issues under jurisdiction.

3. The Board of Directors must convene an extraordinary meeting of the General Assembly in the following cases:

a) The board of directors is required for the benefit of the company;

b) The number of board members, the Board of Control remains less than the number of members in accordance with the rule of law;

c) At the request of the shareholder or the shareholder group stipulated at paragraph 2 Article 114 of this Law;

d) At the request of the Control Board;

Other cases by law and corporate regulation.

4. Cases of other non-regulation company Charter, the Board must convene the General Assembly meeting in the 30-day period, since the date the number of remaining board members is prescribed at the b point or receive a regulatory requirement at the point. And point three.

The Board of Directors does not convene the Council of the Eastern Council under the rules that the Chairman of the Board and the Board members are accountable to the law and must pay damages to the company.

5. Case of the Board of Directors does not convene the General Assembly under the provisions of Article 4 of Article 4 on the next 30 days, the Board of Control replaced the Board of Directors to convene the General Assembly under the provisions of the Law.

The case of the Board of Control does not convene the Council of the Eastern Council under its provisions, the Board of Control must be held accountable to the law and damages the damages to the company.

6. The case of the Board of Control does not convene the Council of the Eastern shareholders as stipulated at paragraph 5 that the shareholder or the shareholder group under the provisions at paragraph 2 Article 114 of this Law has the right to represent the company of millions in accordance with the General Assembly. It's the law.

7. The convener must perform the following work to hold the Eastern Council of the Eastern Council:

a) Set up a list of shareholders who have the right to meet;

b) Provide the information and resolve of the complaint concerning the list of shareholders;

c) Set up the program and the content of the meeting;

d) Preparing the document for the meeting;

The draft resolution of the Grand Council of the shareholders according to the expected content of the meeting; the list and details of the candidates in the case of a board member, the Board of Directors;

e) Define the time and location of the meeting;

g) To the invitation of a meeting to each shareholder entitled to the provisions of this Law;

) Other jobs serve the meeting.

8. Cost of convening and conduct of the General Assembly Meeting in accordance with rules 4, 5 and 6 of this will be reimbursable by the company.

What? 137. The shareholder list reserves the right to the Eastern Council of the Ancient Council

1. The shareholder list has the right to the Grand Council of the Eastern Council established based on the company ' s shareholder register. The list of shareholders with the right to meet the Grand Council of the shareholders was established no earlier than 05 days before the date of the invitation to the shareholders of the General Assembly if the Company ' s charter did not specify a longer term.

2. The shareholder list reserves the right to meet the General Assembly of the East to have them, name, permanent address, nationality, number of citizen ID cards, People's ID cards, passports, or other legal personal endorsement of shareholders; name, enterprise number code Or the number of established decisions, the main headquarters of the shareholder is the organization; the number of shares of each type, number, and the shareholder registration date of each shareholder.

3. The shareholder has the right to check, lookup, copy and star list of shareholders who have the right to project the Grand Council of shareholders; ask for the amendment of false information or additional information about themselves in the shareholder list entitled to the General Assembly. -Yeah. The company manager must provide timely notice of shareholder registration, revised, additional misinformation at the request of the shareholder; at the same time responsible for the damages of the damages arise due to the unsupply or supply of no timely, unorthodox supply. the shareholder register information is required. The procedure, the procedure requires that the information in the shareholders register is made as specified at the Company Charter.

What? 138. The program and the events of the General Assembly

1. The convener of the Eastern General Assembly must prepare the program, the meeting of the meeting.

2. The shareholder or shareholder group stipulated at paragraph 2 Article 114 of this Law has the right to petition the issue taken into the shareholders ' General Assembly meeting program. The petition must be written in writing and sent to the slog company 3 days prior to the opening day, unless the Company Charter case has a different deadline. The petition must specify the shareholder name, the number of each type of shares of the shareholder or the equivalent information, the issue of petition brought to the meeting program.

3. The convener of the Grand Council of the Eastern Council has the right to reject the petition for regulation at paragraph 2 Article if one of the following cases:

a) The petition was sent to the wrong time or not enough, not correct content;

b) The issue of the petition does not belong to the decision authority of the Eastern Council;

c) The other case by the regulation of the Company Charter.

4. The convener of the General Assembly of the Eastern Council must accept and submit the decree stipulated at paragraph 2 This Article on the program envisage and content the meeting, except for the regulation at paragraph 3; the petition is officially added to the program and The meeting was agreed upon by the Eastern Conference.

What? 139. A meeting of the Eastern Council of the East.

1. The convener of the General Assembly of the Eastern Council must submit an invitation to a meeting to all shareholders in the List of shareholders who have the power to meet at least 10 days before the opening date if the Company ' s charter does not specify a longer term. The announcement of the meeting must be named, the address of the headquarters, the number of businesses; the name, the permanent address of the shareholder, the time, the meeting location and the other requirements for the meeting person.

2. Messages are sent by a guarantee of ensuring shareholder addresses; at the same time posting on the company's electronic information pages and daily or local daily reports, when it is required by the regulations of the Company Charter.

3. Invitations to the meeting must be submitted with the following documents:

a) The meeting program, the documents used during the meeting and the draft resolution on each issue in the meeting program;

b)

c) The specified pattern represents the expected commission.

4. The company case has an electronic information page, the sending of a meeting document according to an invitation to make a stipulation at paragraph 3 This can be replaced by the company's electronic information page. In this case, the invitation to the meeting must be clear where the document is loaded, and the company must submit a meeting document to the shareholder if the shareholder demands it.

What? 140. Exercise the right to the Eastern Council of the Council.

1. The shareholder may directly attend the meeting, the written authorization for another person to attend or through one of the prescribed forms at paragraph 2 This. In the case of the United States, it is an unrepresentative organization that does not have a representative under the jurisdiction of Article 4 of Article 15 of the Law, which grants the other to the Council of the Eastern Council.

The proxy for the representative of the Grand Council of the Eastern Council must form a template by the company issued by the company. The authorized member of the Council of the Eastern Council must publish the authorship's text upon the meeting of the meeting before entering the meeting room.

2. The shareholder is considered to be attending and voting at the Eastern General Assembly meeting in the following case:

a) attend and directly vote at the meeting;

b) The commission for another person to attend and vote at the meeting;

c) Attend and vote through online conference, electronic voting or other form of electronic;

d) Send a vote to the meeting via mail, fax, email.

What? 141. The conditions of the Eastern Council meeting.

1. The shareholder General Assembly meeting is conducted when the majority of shareholders are expected to represent at least 51% of the total vote vote; the specific percentage due to the Regulation of the Company.

2. The first meeting of the first meeting is not eligible to proceed as stipulated at this 1 Article, which is convened for the second time in the 30-day period, since the date of the first meeting, if the Company Charter does not specify otherwise. The meeting of the second Congress of shareholders convened for the second time as the number of shareholders expected to represent at least 33% of the total number of voting votes; the specific proportion due to the Regulation of the Company.

3. The case of a second summons is not eligible to proceed as stipulated in paragraph 2 which is convened for the third time in a 20-day period, since the date of the second meeting date, if the Company Charter does not specify otherwise. In this case, the meeting of the Eastern Council of shareholders was conducted not to depend on the total number of voting votes of the shareholders in the meeting.

4. Only the new General Assembly has the right to decide to change the meeting program that has been submitted with an invitation to meet under the stipulation at Article 139 of this Law.

What? 142. The format of meeting and voting at the Grand Council of the East

In the event that the Company ' s charter had no other regulation, the practice of meeting and voting at the Eastern General Assembly meeting was conducted as follows:

1. Before the opening of the meeting, the shareholder registration must be conducted in the shareholders ' General Assembly;

2. The election of the Chairperson, the secretary and the board of the checks are as follows:

a) Chairman of the Board of Directors presiding over meetings issued by the Board of Directors convened; the case of the President's absence or temporary loss of work, the remaining board members elect one of them presiding over the meeting. Majority rule; the unelected case was chaired by the chairman, the Chief of Control Controlons to the Eastern Council of the East, and the highest number of votes in the meeting.

b) In other cases, the signor summoned the Eastern Council of the Eastern Council to govern the assembly of the shareholders in the meeting and the highest number of votes in the meeting;

c) The host has one or some people as secretary of the meeting;

d) The shareholders ' assembly elected one or some to the board at the recommendation of the meeting presiding;

3. The program and the meeting content must be adopted by the General Assembly in the inaugural session. The program must specify and details the time to each issue in the conference program content;

4. The Chair has the right to take the necessary and reasonable measures to control the meeting in a orderly manner, according to the program that has been adopted and reflected the wishes of the majority of the participants;

5. The Grand Council of the Eastern Council discusses and denses each issue in the program ' s content. The voting was conducted by collecting a vote card to the resolution, and then the voting card was not endorsed, and eventually the vote to rally the vote votes to be endorsed, not endorsed, without an opinion. The results of the check were presided over shortly before the closing of the meeting, except for the case of another regulation;

6. The shareholders or authorized people to attend to after the inaugural meeting are still registered and have the right to participate in the voting immediately after the registration; in this case, the validity of the contents that had been previously expressed did not change;

7. The convener of the Eastern General Assembly has the following rights:

a) Ask all persons to be subject to examination or other legal, logical, or legal security measures;

b) The authority for the authority to maintain the order of the meeting; the deportation of those who do not comply with the presiding authority of the presiding officer, deliberately disturbing the order, which prevents the normal progression of the meeting or does not comply with the requirements of security checks out. The great council meeting;

8. The chairman has the right to postpone the meeting of the Grand Council of the shareholders who have had enough registration of the session under the regulation to another time or change the location of the meeting in the following cases:

a) The location of the meeting does not have sufficient seats for all who are expected to meet;

b) The media at the meeting site did not guarantee the shareholders to attend, discuss, and vote;

c) There are people who are expected to impede, disturbing the order, which is at risk of making the meeting unworkable in a fair and legal way.

The maximum delay time is not more than 03 days, since the date of the opening scheduled meeting;

9. The host case adjourn or paused to the Eastern General Assembly contrary to the stipulation at paragraph 8 This, the Grand Council of the Ancient Council elected another among those who were expected to replace the presiding presiding over the meeting until the end; all MPs. The decision was made at that meeting.

What? 143. Form through the resolution of the Grand Council of the East

1. The Eastern Council of the Council of shareholders through decision-based decisions by the form of voting at the meeting or taking a written opinion.

2. The case of the Company 's charter of no other regulation, the General Assembly resolution on the following issues must be passed by the form of voting at the shareholders' General Assembly meeting:

a) Modified, the addition of the contents of the Company Charter;

b) The direction of the company development;

c) The type of shares and the total number of shares of each type;

d) Vote, dismiss, dismiss members of the Board and Board of Control;

) Deciding to invest or sales of assets with a value equal to or greater than 35% of the total asset value recorded in the company's nearest financial report, or a rate, the smaller value due to the Rules of Regulation;

e) Through the annual financial report;

g) reorganization, corporate dissolution.

What? 144. The conditions for resolution are passed.

1. Resolution on the following content is passed if the shareholder number represents at least 65% of the total vote count of all shareholders expected to approve; the specific proportion due to the Company ' s Charter of Regulation:

a) the type of shares and the total number of shares of each type;

b) Change the industry, the profession and the business sector;

c) Change the organizational structure of the company;

d) The investment project or sale of assets with a value equal to or greater than 35% of the total asset value recorded in the company's nearest financial report, or rate, the smaller value due to the Rules of Regulation;

Reorganization, corporate dissolution;

e) Other issues due to the Regulation Company Regulation.

2. Other resolutions are passed when the shareholder number represents at least 51% of the total voting votes of all shareholders of the approved meeting, except for the specified case at 1 and paragraph 3; the specific proportion due to the Rules of the Company.

3. The other non-regulation company Charter case, the voting of the board member and the Control Board must perform in accordance with the ballot method, whereby each shareholder has a total number of voting votes corresponding to the total number of human ownership shares. with the number of elected members of the Board or the Control Board and the shareholder has the right to cork all or part of its total votes for one or some of the candidates. The winner of the Board of Directors or Controller is determined by the low-down vote count, starting from the candidate with the highest number of votes until the number of members stipulated at the Company Charter. The case with which from the 02 candidates to the same number of votes is equal to the last member of the Board of Directors or the Board of Control that will proceed to re-elect among candidates with equal number of votes or selection by the electoral criteria criteria. Send or charter the company.

4. The case through resolution in the form of written opinion, the resolution of the Grand Council of shareholders is adopted if the majority of shareholders represent at least 51% of the total number of approved voting votes; the specific proportion due to the Rules of the Company.

5. The Congress of shareholders ' resolution must be notified to the shareholder with the right to meet the Grand Council of the shareholders in the 15-day period, since the day of resolution is passed; the company case has an electronic information page, the sending of resolutions may replace. by posting to the company ' s electronic information site.

What? 145. Authority and the format of shareholder opinion by text to pass the resolution of the Eastern Council of shareholders.

The case of the Charter of the Company has no other regulation, the authority and the format of shareholder opinion in writing to pass the resolution of the Grand Council of shareholders to be made in accordance with the following regulation:

1. The Board of Directors has the right to take shareholder opinion in writing to pass the General Assembly ' s resolution when the review is needed for the benefit of the company;

2. The board of directors prepares to take the opinion, draft the resolution of the Grand Council of the East, the draft resolution documents resolution and send to all shareholders who have the slowest voting rights 10 days before the deadline must submit to the opinion vote, if required. The company charter does not specify a longer term. The establishment of a list of shareholders in accordance with the provisions of Article 1 and paragraph 2 Article 137 of the Law. The request and the way to submit the votes take the comments and documents accompanying the implementation under provisions at Article 139 of this Law;

3. The vote is expected to have the following mainly content:

a) Name, headquarters address, corporate code;

b) The purpose of the opinion;

c) They, names, permanent addresses, nationality, number of citizen ID cards, People's ID cards, passports, or other legal personal endorsement of shareholders are personal; name, corporate code or established decision number, the headquarters of the shareholders ' headquarters. is the organization or surname, name, permanent address, nationality, number of citizen ID cards, People's ID cards, passports, or other legal personal endorsement of the representative under the jurisdiction of the shareholder, the organization; the number of shares of each type and the vote count. the neck of the east;

d) The issue needs to take the opinion to pass;

The voting method included courtship, unendorsed and unintended;

e) The deadline must be sent to the vote firm that was answered;

g) They, the name, signature of the Chairman of the Board and the representative under the law of the company;

4. Shareholding can send votes in comments that have responded to the company in one of the following forms:

a) Senor. The vote was said to have had the signature of the shareholder's signature was the individual, of the authorized representative or the representative in accordance with the law of the shareholder organization. The vote took the opinion that sent to the company must be contained in the sealed envelope and no one was entitled to open before the check;

b) Send fax or email. The vote to be sent to the company via fax or email must be kept confidential by the time of the check.

The votes that were sent to the company after the specified deadline at the contents of the vote were taken or were opened in the case of mail and were disclosed in the case of a fax, the email was not valid. The vote was not sent to the vote, but the vote was not a vote.

5. The Board of Directors organizes checks and sets the checks under the certification of the Control Board or shareholders who do not hold the position of corporate management.

The checklist must have the following principal content:

a) Name, headquarters address, corporate code;

b) The purpose and issues need to take the opinion to pass the resolution;

c) The shareholder number with the total number of voting votes entered the voting vote, which distinguished the number of valid voting votes and the number of unvalid voting and the voting method, accompanied by a list of shareholder list participants voting;

d) The total number of votes endorsed, unendorsed and unintended for each issue;

The problems were passed;

e) They, the name, signature of the Chairman of the Board of Directors, who is represented by the law of the company, who oversees the checks and the auditor.

The Board members, the censure and the auditbearer must be federally responsible for the integrity, the accuracy of the check-margin; the union is responsible for the damages arise from the decisions adopted by the government. The vote is not honest, it's not accurate.

6. The audit receipt must be sent to the shareholders for a 15-day period, since the date of the end of the check. Where the company has an electronic information page, the dispatch of a check-out can be replaced by posting the company's electronic information page;

7. The receipt of the opinion was answered, the receipt of the check, the resolution was passed and the relevant document accompanying the vote was deposited at the company's headquarters;

8. The resolution is adopted in the form of an ancient written shareholder opinion as the resolution passed at the shareholders ' General Assembly meeting.

What? 146. Embassy of the Eastern Council meeting

1. The Eastern General Assembly Meeting must be written and can record or write and save in other electronic forms. The script must be made in Vietnamese, which can be added in foreign language and have the following mainly content:

a) Name, headquarters address, corporate code;

b) the time and the location of the assembly of the great shareholders;

c) Program and content meeting;

d) They, the presiding name and the secretary;

The summary of the meeting and the opinions of the delegates at the General Assembly on every issue of the meeting program;

e) The number of shareholders and the total number of voting votes of shareholders in the meeting, appendix a list of shareholder registration lists, shareholder representative meeting with the number of shares and corresponding votes count;

) The total number of voting votes on each voting issue, which notes the method of voting, the total number of valid votes, is not valid, endorsed, unendorsed, and no opinion; the corresponding ratio on the total number of shareholder vote votes is expected;

h) The issues have been adopted and the vote vote through the corresponding;

i) The signature of the presiding officer and the secretary.

The written version is written in Vietnamese and foreign languages are equally legal. There is a difference in Vietnamese and foreign content, and the content of the Vietnamese language is applicable.

2. The Eastern Council of the General Assembly meets to finish and pass before the end of the meeting.

3. The chairman and secretary of the meeting must be in the union responsible for the integrity, the exact nature of the compiled content.

The Eastern Council of the Eastern Council meeting must be sent to all shareholders for a 15-day period, since the end of the meeting; the deposing of the checks may be replaced by posting the company's electronic information page (if available).

The shareholders of the Eastern Council meeting, the shareholders of the list of shareholders registered to the meeting, the resolution was passed and the relevant document accompanying the invitation to the meeting must be kept at the company's headquarters.

What? 147. Requesting cancellation of the General Assembly resolution.

In the 90-day period, since the date of receipt of the Eastern Council meeting or the receipt of the vote results in the opinion of the Eastern Council, the shareholder, the shareholder group stipulated at paragraph 2 Article 114 of this Law have the right to ask the Court or Referee view. try, revoking the resolution or part of the parliamentary assembly resolution in the following cases:

1. The procedure and procedure of convening and decision making of the General Assembly of the Eastern Council does not follow the provisions of this Law and the Charter of the Company, except for the specified case in paragraph 2 Article 148 of the Law;

2. Content resolution violation or Corporate Charter.

What? 148. Effect of the UN General Assembly resolutions

1. The resolutions of the General Assembly are in effect since the day passed or from the moment the validity of the resolution is in that resolution.

2. The resolutions of the General Assembly are passed by 100% of the total number of voting shares that are legal and effective even if the sequence and the procedure through that resolution is not implemented properly as specified.

3. The case with a shareholder, the shareholder group asking the Court or the Referee to cancel the Congress of shareholders ' resolution as stipulated at Article 147 of this Law, then those resolutions remain in effect until the Court, the Referee has other decisions, except for the law. the case applies a temporary emergency measure by the decision of the competent authorities.

What? 149. Board of Directors

1. The Board of Directors is the company ' s governing body, which has the full rights of the company to decide, implementing the rights and obligations of the company that is not under the jurisdiction of the Grand Council of shareholders.

2. The board has the following rights and obligations:

a) Strategic decision, the company's annual development plan and business plan;

b) The share type and total number of shares are entitled to the sale of each type;

c) The decision to sell new shares in the number of shares is entitled to the sale of each type; the decision to raise additional capital in other form;

d) Decide the sale of the shares and bonds of the company;

The decision to buy the stake in accordance with Article 130 of this law;

e) Decision on the investment and investment project in the jurisdiction and limits under the rule of law;

g) The solution to market development, marketing and technology;

h) Through the purchase contract, sale, loan, loan, and other contracts valued at or greater than 35% of the total asset value recorded in the company's nearest financial statements, if the Company ' s charter does not specify a different proportion or value. This regulation does not apply to the contract and the regulation of regulation, at point 2 Article 135, paragraph 1 and paragraph 3 Article 162 of this Law;

i) Elg, dismissal, dismissal of the Board of Directors; appointments, dismissal, contracting, termination of contracts for the Director or General Manager and other key managers due to the regulation of the Company regulations; decision, wages and other rights of the company. These managers, who sent representatives to the commission to join the Council of Membership or the General Assembly at the other company, decide the extent of their labor and other rights;

l) Monitoring, directed the Director or General Manager and other manager in the day-to-day business of the company;

l) Decision the organizational structure, the company's internal management process, the decision to establish a subsidiary, branch office, representative office and capital donation, purchase of the shares of other businesses;

m) browse the program, document content that serves the shareholders of the shareholders, summons the Grand Council of the shareholders or take an opinion to the Grand Council of the shareholders through the decision;

n) The report of the annual financial decision to the General Assembly;

o) The dividend level is paid; the deadline decision and the return procedure or the loss of the hole arise during the business;

p) The reorganization of reorganization, dissolution, request for bankruptcy;

q) Rights and other obligations under the regulation of this Law and Corporate Charter.

3. The Board of Directors passed the decision by voting at the meeting, taking the opinion by writing or other form due to the Rules of Regulation. Each board member has a voting vote.

4. When performing its functions, rights and obligations, the Board of Directors adheres to the provisions of the law, the Company Charter and the resolution of the Eastern Council of the shareholders. In the case of resolution passed by the Board of Directors through the regulation of the law or the Charter of the Company that damages the company, members approve of that resolution must be jointly responsible for individual responsibility for that resolution and the decision. must make up the damage to the company; the protest member through the resolution is exempt from the responsibility. In this case, shareholders who owned the shares of the company repeatedly in the period of at least 01 years have the right to ask the Board of Directors to make the decision making the resolution said above.

What? 150. The term and the number of members of the Board of Directors

1. The board has between 3 and 11 members. The company charter specifies the number of members of the Board of Directors.

2. The term of the board member, the independent member of the Board of Directors no more than 05 years and can be re-elected with a non-limited term number. The number, the specific deadline of the term, the number of members of the Board of Directors must reside in Vietnam due to the Regulation of the Company.

3. The case all members of the Board of Directors and the end of the term are members of the Board until a new member is elected to replace and take over the work, unless the Company Charter case is regulated. Different.

4. The case of a holding company is held in accordance with the regulation at point b 1 Article 134 of this Law, the company's transactions must specify "independent members" before them, the name of the respective board member.

5. The company charter specifies the number of numbers, rights, obligations, how to organize and coordinate the activities of independent members of the Board of Directors.

What? 151. Structure, standards, and conditions as a Board Member

1. The Board Member must have the following standards and conditions:

a) There is full civil conduct capacity, not subject to the non-regulated business under regulation at paragraph 2 Article 18 of this Law;

b) There is a professional degree, experience in corporate business management and not necessarily the shareholders of the company, except for the exception of another regulatory company Charter.

c) The corporate board member can simultaneously be a member of the board of directors of another company.

d) For the subsidiary that the State holds over 50% of the charter capital is not the wife or husband, the father, the adopted father, the mother, mother, mother, child, child, brother, brother, brother, brother-in-law, brother-in-law, brother-in-law, brother-in-law, brother-in-law, sister-in-law, sister-in-law, brother-in-law, sister-in-law, brother-in-law, brother-in- The company's general manager and manager; it is not the relevant person of the manager, who has the authority to appoint a parent company manager.

2. The Independent Member of the Board pursues at the point b 1 Article 134 of this Law has the following standards and conditions, except for the legal case of other regulated securities:

a) Not the person who is working for the company, the company 's subsidiary; it is not the one who has worked for the company, the company' s subsidiary, at least for the previous three years.

b) Not the person who is on the wage, remunation from the company, except for the allowable allowable allowable subterms;

c) Not a person with a wife or husband, a father, a foster parent, birth mother, mother, child, child, child, sibling, sister, sister, brother of the company; as a manager of the company or subsidiary of the company;

d) Not directly or indirectly possess at least 1% of the total number of shares that have the voting rights of the company;

Not the one who had been a board member, the company ' s Board of Control at least five years earlier.

3. The Independent Member of the Board must inform the Board of the Board of No longer being eligible under the provisions at paragraph 2 of this and of course not the independent member of the Board since the date of not being eligible to meet. The Board must announce the case of an independent member of the Board of Directors no longer meet at the nearest shareholders ' General Assembly meeting or to convene the General Assembly meeting to elect a supplement or replace the Independent Member of the Council. The administration for the 6-month period from the date received the notification of the independent member of the Board of Directors involved.

What? 152. Chairman of the Board of Directors

1. The Board of Directors elect a member of the Board of Directors as Chairman. The Chairman of the Board of Directors may and the Director General or General Manager except for the specified case at paragraph 2 of this and the Company Charter, the law on securities has no other regulation.

2. The holding company held by the State on 50% of the total number of voting votes, the Chairman of the Board of Directors is not served by either the Director or General Manager.

3. The chairman of the Board has the following rights and obligations:

a) Program, the operational plan of the Board of Directors;

b) Preparing the program, content, document serving meeting; convening and presiding over the Board meeting;

c) The organization through the resolution of the Board of Directors;

d) the process of organizing the organization to implement the resolutions of the Board of Directors;

Chairman of the Eastern Council meeting, the board meeting;

e) Rights and other obligations under the provisions of this Law and Corporate Charter.

4. The case of the President of the Board of Directors absent or unable to perform its mandate, the written authorization for another member performs the rights and obligations of the Chairman of the Board under the principle of regulation at the Public Charter. Ty. In the absence of authorized persons, the remaining members elected one of the provisional members to hold the Presidency of the Board under the principle of majority rule.

5. When the review is needed, the Chairman of the Board of Directors recruited the company secretary to support the Board and the Chairman of the Board of Directors to perform the obligations under the jurisdiction under the provisions of the law and the Company Charter. The company secretary has the following rights and obligations:

a) Support to organize the convening of the General Assembly of the Eastern Council, the Board of Directors; the records of the meeting;

b) Support Member of the Board in the exercise of the right and obligation to be delivered;

c) Support the Board in the application and implementation of the principle of corporate governance;

d) Support the company in the construction of shareholder relations and protect the legal rights and interests of the shareholder;

to support the company in compliance with the right obligations to provide information, to formalize administrative information and procedures;

e) Rights and other obligations under the regulation at the Company Charter.

6. The chairman of the Board of Directors may be abolished as a result of the Board ' s decision.

What? 153. Board meeting

1. Chairman of the Board of Directors shall be elected in the first meeting of the board of the Board of Directors for a period of 7 working days, since the date of the election of the Board of Directors of that term. The meeting was due to the highest number of votes or the highest percentage of votes and the presiding over. Where more than one member has the highest number of votes or the highest percentage of votes, the members elect to the majority of the majority rules to choose the 01 of them to convene the Board of Directors.

2. The Board of Directors may meet periodically or irregularly. The board meets at the headquarters of the company or elsewhere.

3. The Board of Directors meeting chaired by the Chairman of the Board of Directors when the review is needed, but each quarter must meet at least once.

4. The Chairman of the Board must convene the Board meeting when there is one of the following cases:

a) the offer of the Board of Control or Independent Member;

b) There is a suggestion of the Director or General Manager or at least 05 other managers;

c) The offer of at least 02 executive members of the Board of Directors;

d) Other cases provided by the Charter of the Company.

The proposal must be established in writing, which specifies the purpose, the issue to discuss and decide under the jurisdiction of the Board of Directors.

5. Chairman of the Board of Directors must convene the Board meeting for a period of 7 working days, since the date of the receiving offer stipulated at paragraph 4 This. When the Chairman does not convene the Board of Directors, the Chairman is responsible for the damages that occur to the company; the offer is entitled to replace the Board of Directors to convene the Board of Directors.

6. The Chairman of the Board of Directors or the convener of the Board of Directors must submit a notice of a three-day delay meeting before the meeting date if the Company ' s charter has no other regulation. The announcement of the meeting must define a specific time and place of meeting, program, discussion issues, and decision-making. It is accompanied by an invitation to have the document used at the member's meeting and vote.

The invitation to the meeting is sent by a post office, fax, email or other vehicle, but must make sure that the contact address of each board member is registered at the company.

7. The Chairman of the Board of Directors or the convener sends an invitation to a meeting and the accompanying documents to the controls as for the Board members.

The administrator is entitled to the meetings of the Board of Directors; there is a right to discuss but not vote.

8. The board meeting is conducted when there are three-quarters of the total members returning to the meeting. Where the meeting is convened by the stipulation not enough of the number of members of the scheduled meeting, it is convened for the second time in the 7-day period, since the date of the first meeting, except for the shorter statute of statute of limitations. In this case, the meeting was conducted, if more than half of the board members were in the meeting.

9. Members of the Board of Directors are considered to attend and vote at the meeting in the following case:

a) attend and directly vote at the meeting;

b) The authority for the other to attend the prescribed session at paragraph 10 This.

c) Attend and vote through the online conference or other similar form;

d) Send a vote to the meeting via mail, fax, email.

The ballot case voted to the meeting through the letter, the voting vote must be contained in the closed envelope and must be transferred to the Chairman of the Board of Directors for the delay an hour before the opening. The voting vote was only opened in the sight of all the participants.

Unless the Company 's charter case has a higher rate of regulation, the Assembly' s resolution is passed if the majority of the members are expected to approve; the case of equal number of votes is the final decision of the Chairman of the Board. co-governance.

10. Members must attend full meetings of the Board of Directors. The member is authorized by others to meet if the board is approved by the majority of the Board members.

What? 154. Board of Directors meeting

1. The Board of Directors meetings must be written and able to record, write, and save in other electronic forms. It has to be established in Vietnamese and can be added in foreign language, with the following mainly:

a) Name, headquarters address, corporate code;

b) The purpose, program, and content of the meeting;

c) The time, the meeting place;

d) They, the names of each of the members of the meeting, or the delegated to the meeting, and the way of the meeting; they, the names of the members who did not meet and reason;

The issues were discussed and voting at the meeting;

e) Summary the opinions of each member of the meeting in the sequence of the meeting;

g) The results of the voting in which the members of the city are scattered, disendorsed and without an opinion;

h) The issues have been adopted;

i) They, the name, the chair signature and the editor.

The presiding officer and the editor are responsible for the integrity and accuracy of the border meeting of the Board meeting.

2. The board of the Board of Directors and documents used in the meeting must be kept at the company ' s headquarters.

3. The border is in Vietnamese and foreign languages are equally valid. There is a difference in Vietnamese and foreign content, and the content of the Vietnamese language is applicable.

What? 155. The right to provide the information of the board member

1. Members of the Board of Directors have the right to ask the Director, Deputy Director, or General Manager, Deputy Director General, who manages the units in the company providing information, documents on the financial situation, the company ' s business activities and of the various applications. You're in the company.

2. The manager is required to provide timely, full and accurate information, documents at the request of the board member. The procedure, the procedure requires and provides information provided by the Rules of the Company.

What? 156. Dismissal, dismissal and addition to the Board Member

1. Members of the Board of Directors are dismissed in the following circumstances:

a) There is not sufficient standards and conditions under regulation at Article 151 of this Law;

b) Do not participate in the activities of the Board of Directors for 6 months of continuous, unless the case is impossible;

c) There is a resignation;

d) The other case specified at the Company Charter.

2. Members of the Board of Directors may be dismissed under the resolution of the Grand Council of shareholders.

3. The board must convene the General Assembly meeting to elect a member of the Board of Directors in the following case:

a) The number of members of the Board of Directors is reduced by one-third to the number of regulations at the Company Charter. In this case, the Board of Directors must convene the General Assembly meeting in the 60-day period, since the number of members is reduced by one-third.

b) The number of independent members of the Board of Directors is reduced, not to guarantee the prescribed rate at 1 Article 134 of this Law.

In other cases, at the nearest meeting, the new Grand Council of the Ancient Council elected a new member to replace the board member who was dismissed, dismissed.

What? 157. Director, Director General of the Company

1. The Board of Directors appoint one of them or hires others as a Director or General Manager.

2. The Director or General Manager is the operator of the company's daily business; subject to the oversight of the Board of Directors; accountable to the Board of Directors and before the law on the implementation of the rights and obligations assigned.

The term of the Director or General Manager for no more than 05 years; may be reappointed with a non-limited term number.

The criteria and conditions of the Director or General Manager applicable under the regulation at Article 65 of this Law.

3. The Director or General Manager has the following rights and obligations:

a) Decision matters concerning the day-to-day business of the company without the need for the decision of the Board of Directors;

b) The organization performs the resolutions of the Board of Directors;

c) The organization performs the business planning and investment methodology of the company;

d) The organizational structure of organizational structure, the governance of the internal management of the company;

Appointing, dismissal, dismissal of the management functions within the company, except for the titles of the authority of the Board of Directors;

e) Decision the wages and other rights to the worker in the company including the administrator of the appointment authority of the Director or General Manager;

g) Labour recruitment;

h) The method of paying dividends or handling holes in business;

i) Rights and other obligations under the provisions of the law, the Charter of the Company and the resolution of the Board of Directors.

4. The Director or General Manager must run the company ' s daily business in accordance with the provisions of the law, the Company Charter, the contract of labor signed with the company and the resolution of the Board of Directors. The case of running contrary to this regulation that damages the company, the Director or General Manager must be held accountable to the law and must pay damages to the company.

What? 158. Foes, salaries and other benefits of the board member, Director, General Manager of the Board.

1. The company has the right to pay a repayment to the Board Member, pay the salaries of the Director or General Manager and other manager according to the results and business efficiency.

2. The case of the Company Charter does not have a different regulation, the salaries, salaries, and other rights of the board member, the Director, or General Manager are paid in accordance with the following regulation:

a) A member of the Board of Directors is entitled to the benefits of jobs and bonuses. Job feituation is calculated according to the number of days the work required to complete the mandate of the board member and the degree of remunation per day. The board envisages the degree of remunation for each member by unanimous principle. The total extent of the Board of Directors due to the Eastern General Assembly decided at the annual meeting;

b) The board member has the right to be paid for the costs of eating, in, travel and other reasonable costs that they pay when carrying out the tasks delivered;

c) The Director or General Manager is paid and the prize money. The salary of the Director or General Manager is decided by the Board of Directors.

3. The payment of the Board Member and the salaries of the Director or General Manager and the other manager is charged at the company ' s business expenses as prescribed by the law on corporate income tax and must be expressed as a separate item. in the company ' s annual financial statements, it must report the General Assembly at the annual meeting.

What? 159. Public relations

The Company ' s charter case has no more strict regulation, the public capitalization of the benefits and stakeholders of the company to follow the following regulation:

1. The company must gather and update the list of relevant companies by the stipulation at paragraph 17 Article 4 of this Law and their respective transactions with the company;

2. Member of the Board of Directors, Controller, Director, or General Manager and other manager of the company must prescribe their associated interests with the company, including:

a) Name, number of business numbers, location of the headquarters, industry, business profession of the business that they have part of the capital; the rate and the time that the portion of the capital contributes or shares it;

b) Name, enterprise number code, headquarters, industry, business profession of the business that their stakeholders jointly own or own in private equity or equity on 10% of the charter capital;

3. The prescribation stipulated at paragraph 2 This must be done in a 7-day period of work, since the date of the relevant benefit of the benefit; the amendment must be notified to the company over the 7-day period of work, since the revised date, appointment. The same;

4. Public matters, review, copy, copy of the relevant persons list and relevant interests are prescribed in paragraph 1 and paragraph 2 This is done as follows:

a) The Company must announce the relevant list of persons and benefits that are relevant to the General Assembly at the annual meeting;

b) The relevant persons list and relevant interests are kept at the business headquarters of the business; the required case can save part or the whole of the list contents above at the company's affiliates;

c) The shareholder, representing the authority of the shareholder, member of the Board of Directors, Board of Control, Director, or General Manager and other manager has the right to review, extract and star part or all of the manifest contents during work hours;

d) The company must facilitate those stipulated at this point of access, see, extract and copy the list of stakeholders of the company and other content in the fastest, the most favorable; undeterred, undeterred. to them in the exercise of this right. The sequence, review procedure, copy and copy of relevant persons relevant and relevant interests are made as prescribed at the Company Charter.

5. Member of the Board, Director, or General Manager on behalf of the individual or in the name of another person to perform work in all forms within the scope of the business of the company must be given the essence, the content of that work. before the Board of Directors, the Control Board and only made when the remaining members of the Board of Directors approve; if it does not declare or do not receive the approval of the Board, all income is from active service. It belongs to the company.

What? 160. The responsibility of the company manager

1. Member of the Board of Directors, Director, or General Manager and other manager with the following responsibility:

a) Implementiation of the right and obligations assigned to the rules of this law, the relevant legislation, the Charter of the Company, the resolution of the Grand Council of the east;

b) Perform the rights and obligations to be delivered in an honest, careful, best way to secure the maximum legal benefits of the company;

c) Loyalty to the interests of the company and the shareholder; do not use the information, tips, business opportunities of the company, status, office and use of the company's assets to benefit or serve the interests of the organization, the other individual;

d) timely, full, accurate information for the company about the business in which they and their associated persons are master or part of the capital, the dominant share; this announcement is listed at the headquarters and branch of the company.

2. Other obligations under the provisions of this Law and the Company Charter.

What? 161. The right to sue for the board member, Director, General Manager.

1. The shareholder, the shareholder group that owns at least 1% of the continuous spectrum of shares in the 06-month period has the right to itself or by the name of a civil liability startup to the board member, Director or General Manager in the cases. The following:

a) Violation of the obligations of the company manager according to regulation at Article 160 of this Law;

b) Do not execute the right rights and obligations assigned; do not perform, perform incomplete, not timely the resolution of the Board of Directors;

c) Implementiation of the rights and obligations assigned to the regulation of the law, the Company Charter or the resolution of the Grand Council of the shareholders;

d) Use the information, tips, business opportunities of the company to private or serve for the interests of the organization, the other individual;

Using the status, office and use of the company's assets to gain private interest or serve the interests of the organization, the other individual;

e) Other cases by the regulation of law and corporate charter.

2. The procedure, the procedure of initiating the corresponding implementation by law on civil proceedings. The cost of the lawsuit in the shareholder case, the shareholder group that started on behalf of the company would take into account the cost of the company, except for the case of a lawsuit member being asked to sue.

What? 162. The contract, the transaction must be approved by the Grand Council or the Board of Directors.

1. Contract, trade between the company with the following objects must be approved by the General Assembly or the Board of Directors:

a) The shareholder, the proxy representative of the shareholder who owns over 10% of the company ' s total spectrum shares and its stakeholders;

b) Member of the Board, Director, or General Manager and of their relevant persons;

c) The business stipulated in paragraph 2 Article 159 of this Law.

2. The Board of Directors approved contracts and transactions with a value of less than 35% of the total enterprise asset value recorded in the financial statements, the nearest or another smaller than the regulation at the Company Charter. In this case, the company representative contracted to inform the Board members, the Control Officer on the relevant subjects for the contract, that transaction; simultaneously accompanied the contract bill or the principal content of the transaction. The board decides whether to approve the contract or trade in a 15-day deadline, since the date receives a notification unless the Company Charter Charter rules a different deadline; the member has the relevant interest that has no voting rights.

3. The Eastern Council approx contracts and deals other than the stipulated transactions at paragraph 2 This. In this case, the company representative contracted the contract to announce the Board of Directors and Control of the relevant subjects for the contract, that transaction; also accompanied by contract draft or the principal content announcement of the transaction. The Board of Directors of the draft contract or the solution of the principal content of the transaction at the General Assembly meeting in the east or taking the opinion of the shareholder in writing. In this case, shareholders with the relevant interest have no voting rights; contracts or transactions are approved when the majority of the shareholders representing 65% of the total vote votes remain, except for the exception of another regulatory company Charter.

4. Contract, the transaction is disabled and processed under the rule of law when signed or implemented without being approved under the regulation at paragraph 2 and paragraph 3 This, causing damage to the company; the signing of the contract, shareholder, member of the Council. governance or Director, or General Manager, is related to the damages of the damages, reimbursable the company of benefits from the implementation of the contract, the transaction.

What? 163. Control.

1. The control board has between 3 and 05 members, the term of the Control of No over 05 years and the Control can be re-elected with a non-limited term number.

2. The controls elected one of them as the Head of Control under the principle of majority rule. The Governor-General's rights and obligations under the Rules of Regulation. The control board must have more than half of all permanent members in Vietnam. The Head of the Control Board must be an accountant or a professional auditor and must work in charge at the company, unless the Company Charter Charter Charter is higher.

3. The case of the checkpoint at the same time that the term end of the term that the new administrator has not been elected, the administrator of the full term continues to exercise the right and duty until the newly elected administrator is elected and assigned to the task.

What? 164. Standards and conditions of Control

1. The controller must have the following criteria and conditions:

a) There is a full and non-subject civilian behavior capacity that is prohibited from the establishment and management of the business under the provisions of this Law;

b) Not either a wife or husband, father, father, father, mother, mother, child, child, child, sibling, sister, brother of the board member, Director, or General Manager and other manager;

c) Not to hold corporate management positions; not necessarily the shareholders or employees of the company, unless the Company Charter case has a different regulation;

d) Other standards and conditions under the other regulation of the relevant law and the Company Charter.

2. The listing equity firm, the company held by the State on 50% of the charter capital must be auditor or accountant.

What? 165. The rights and obligations of the Board of Control

1. The Control Board performs supervising the Board of Directors, Director, or General Manager in the management and operator of the company.

2. Compact of rationalization, legalization, honesty and a degree of caution in management, operating the business operations; the system, consistency, and suitcase of accounting work, statistics, and financial statements.

3. The full, legal, and honest appraisal of the business situation report, the company ' s annual and 06-month financial statements, reports the management work of the Board and the appraisal report at the annual General Meeting of the Board of Directors. -Yeah.

4. Runder, test and evaluate the effectiveness and effectiveness of internal control systems, internal audits, risk management and early warning of the company.

5. Consider accounting books, accounting records and other documents of the company, management jobs, operating the company ' s operations when the review is needed or under the resolution of the Eastern Council of shareholders or at the request of the shareholder or the proposed shareholder group. at paragraph 2 Article 114 of this Law.

6. When a request from the shareholder or the shareholder group rules at paragraph 2 Article 114 of this Law, the Control Board performs the inspection during the 7-day period of work, since the date of receiving the request. In the 15-day period, since the end of the examination, the Control Board must report the program on the issues required to examine the Board and the shareholders or the shareholders group required.

The inspection of the Regulation Control Board at this paragraph is not hampered by the normal operation of the Board of Directors, which does not disrupt the company's business operations.

7. Meeting of the Board of Directors or the General Assembly of the Eastern Council of Amendments, additions, restructuring of organizational structure, monitoring and operating the business operations of the company.

8. When a member of the Board of Directors, Director, or General Manager of the statute of violations at Article 160 of this Law must be notified immediately with the Board of Directors, requiring that the person with the breach of breach termination violation and resolution. It's all right.

9. Have the right to attend and participate in discussion at the General Assembly General Assembly meetings, Board of Directors and other meetings of the company.

10. Have the right to use independent counsel, the company ' s internal audit department to carry out the tasks delivered.

11. The control board may consult the Board of Directors before the report, conclusion, and petition to the General Assembly.

12. Perform other rights and obligations under the provisions of this Law, the Company Charter and the resolution of the General Assembly of the East.

What? 166. The right to provide the information of the Control Board

1. The invitation to the meeting, the vote for membership of the Board of Directors and the accompanying documents must be sent to the controls at the same time and in the same way as for the Board member.

2. The resolutions and border of the General Assembly of the Eastern Council, the Board of Directors must be sent to the controls at the same time and in the same way as for the shareholder, member of the Board of Directors.

3. The Director of the Director or General Manager of the Board of Directors or other documents released by the company is sent to the controls at the same time and in the same way as for the Board member.

4. The administrator has the right to access the records, documents of the holding company at its headquarters, branch offices, and other locations; there is a right to the employment sites of the manager and employees of the company during the working hours.

5. The Board of Directors, Board Member, Director, or General Manager, other manager must provide full, accurate and timely information, documentation of the company ' s management, executive and business operations at the request of the city, and the company. The Board of Control or the Control Board.

What? 167. The salaries and other rights of the Control

In the event that the Company ' s charter has no other regulation, then the salaries and other rights of the Control Officer are made in accordance with the following regulation:

1. The controls are paid for wages or foes and are entitled to other rights under the decision of the Grand Council of the East. The Eastern Council decided to sum up the total wage, remunation and the annual operating budget of the Control Board;

2. The auditor is paid for the cost of eating, in, on travel, the cost of using independent consulting services with a reasonable level. The total cost of TB and the cost does not exceed the total annual operating budget of the Control Board that has been approved by the shareholders of the General Assembly, except for the case of other decision-making shareholders;

3. The payroll and operating costs of the Control Board are charged at the company 's business expenses by the regulation of the corporate income tax, the relevant legislation and must be established as a private item in the company' s annual financial statements. Ty.

What? 168. The responsibility of the Control.

1. comply with the right of law, the Charter of the Company, the resolution of the Grand Council of the East and the profession of the profession in the exercise of the rights and obligations assigned.

2. Do the rights and obligations to be delivered in an honest, carefully, best way to secure the maximum legal benefits of the company.

3. Loyalty to the interests of the company and shareholder; do not use the information, tips, business opportunities of the company, status, office and use of the company's assets to benefit or serve the interests of the organization, the other individual.

4. Other obligations under the provisions of this Law and the Company Charter.

5. The case for violation of regulations at 1, 2, 3 and 4 This is to cause damage to the company or others, the Controller is liable to be personally liable or federated damages. Every other income and benefits that the Controller has to be reimbursable to the company.

6. The case of the detection of a violation of the breach in the exercise of rights and obligations assigned, the Board must inform the Board to notify the Board; requiring that the person with the breach to terminate the breach and have the solution to remedy the consequences.

What? 169. Dismissed, dismissed.

1. The control of the officer is dismissed in the following cases:

a) There is no longer sufficient standards and conditions as the prescribed Control at Article 164 of this Law;

b) Do not exercise its rights and obligations for the continuous 6 months, unless the case is improbable;

c) With the resignation and approval;

d) Other cases provided by the Charter of the Company.

2. The checkpoint is dismissed in the following cases:

a) Do not complete the task, the work is assigned;

b) A serious violation or violation of multiple times the obligations of the Regulation Control of this Law and the Company Charter;

c) As determined by the Council of the shareholders.

What? 170. Annual report

1. At the end of the fiscal year, the Board of Directors must prepare the following reports and documents:

a) Report the company ' s business results;

b) Financial reports;

c) The assessment of the management work management, which runs the company.

2. For the holding company that the law requires audits to audit, the annual financial report of the holding company must be audits before the shareholders ' Assembly review, through.

3. The reports and documents stipulated at 1 This must be sent to the Control Board for a delay of 30 days prior to the opening of the Annual General Meeting of the Grand Council if the Company ' s charter had no other regulation.

4. The report and document prepared by the Board of Directors; the inspection report of the Control Board and the audit report must be at the main headquarters and branch of the firm 's slowest 10 days before the opening of the annual General Assembly' s annual meeting if the Article The company does not specify a longer term.

Shareholders who own shares of at least 01 years of continuous company have the right to themselves or jointly with a lawyer or accountant and an auditor with a certificate of conduct directly considering the reports stipulated at this in reasonable time.

What? 171. Public company information

1. The holding company must submit a yearly financial report that has been passed by the General Assembly to the state authority under the provisions of the laws of accounting and related legislation.

2. The holding company announced on the electronic information page (if any) of its following information:

a) the corporate charter;

b) Primary background, academic qualifications and career experience of board members, Controller, Director, or General Manager;

c) The annual financial report has been adopted by the General Assembly;

d) The report reviews the annual operational results of the Board of Directors and the Control Board.

3. The holding company is not a listed company that must notify the Business Registry where the company has its slowest headquarters three days after it has information or has changes in information about them, name, nationality, passport number, permanent address, number of information, and more. The shares and the type of shares of the shareholders are foreign individuals; names, business codes, headquarters addresses, stock numbers, and type of shares and families, names, nationalities, passport numbers, permanent status addresses represented by the authorized shareholder's mandate are foreign organizations.

4. The public holding company makes the announcement, publicly informed by the law of securities law. The holding company in which the State holds more than 50% of its charter capital, publicly informed information in accordance with Article 108 and Article 109 of this Law.

Chapter VI

COMPANY NAME

What? 172. Company.

1. The company in partnership is business, in which:

a) There must be at least 02 members who are joint owners of the company, jointly business under a common name (later known as a valid member). In addition to the established members, the company may have additional capital members;

b) A member of the right to be personally, responsible for all of its assets on the obligations of the company;

c) A contributing member is solely responsible for the company's debt within the amount of capital that has contributed to the company.

2. The firm, which has a legal status since the day of being granted a corporate registration certificate.

3. The company of the partnership is not released any type of stock.

What? 173. Make capital contributions and grant certificates

1. A member of the title and member who contributes enough and is correct the amount of capital as committed.

2. The contract member does not contribute enough and is correct the amount of capital that has committed to inflict damage to the company responsible for damages to the company.

3. The case with a contributing member does not contribute enough and the number of capital is committed, the amount of which has not yet contributed to that member's debt to the company; in this case, the relevant capital may be deducted from the company by decision. It's a member council.

4. At the time of capital funding as committed, the membership is granted a donation certificate. The certificate of the capital contributes to the following principal contents:

a) Name, enterprise number code, corporate headquarters address;

b) the company ' s charter capital;

c) Name, permanent address, nationality, number of citizen ID cards, People's ID, passport or other legal personal endorsement; type of membership;

d) Value of the member's contribution and type of assets;

The number and date of the certificate level is part of the contribution;

e) The rights and obligations of the holders of the certificates that receive the part of the contribution;

g) They, the name, the signature of the property holders certificates the part of the donation and of the company ' s signage members.

5. The case where the certificate of capital is lost, destroyed, damaged or destroyed in another form, the member is given a partial certification by the company.

What? 174. The company's assets are listed.

The company's assets include:

1. The equity assets of the members have been transferred ownership to the company;

2. Property created by company name;

3. The assets obtained from business activities are made by members of the company's behalf and from the business activities of the company due to the members of the individual identity.

4. Other assets under the rule of law.

What? 175. Limit the rights to a member of the

1. A contract member is not owned by a private business owner or a member of the other company of the other, unless the case is given to the members of the remaining members of the other.

2. A successful member is not entitled to personally or by the name of another person who does business in the same industry, the business of that company to gain or serve the interests of the organization, the other individual.

3. The contract member is not allowed to transfer part or all of its contributing portion at the company to others if it is not approved by the remaining members of the other.

What? 176. The right and duty of a member of the city

1. The honorary member has the following rights:

a) Join the meeting, discuss and vote on the affairs of the company; each member of the name has a voting vote or has other voting votes stipulated at the Company Charter;

b) The name of the company conducts business operations, the business of the company; negotiation and contracting contracts, agreements or agreements with the conditions in which the member of that signage is the most beneficial to the company;

c) Using the seal, the company 's assets to operate the business of industries, the business profession of the company; the pre-payment case of its predecessor to perform the company' s business, which has the right to ask the company to return both its original and interest rates. the market rate on the number of pre-original money;

d) Asked the company to offset the damage from business activity in the jurisdiction if that damage occurred not due to the personal error of that member itself;

Ask the company, other member states to provide information about the company's business situation; check out the assets, accounting books, and other company documents when it is needed;

e) Being divided corresponds to the ratio of capital that contributes or under the regulatory agreement at the Company Charter;

g) When the company is dissolved or bankrupt, it is divided by a portion of the remaining asset value in proportion to the company that contributes to the company if the Company Charter does not specify a different proportion;

h) A member of the deceased member states the heir of the member to enjoy the value of the property at the company after having subtracted the debt part of that member's liability. The heir may become a valid member if approved by the Council of members;

i) Other rights under the regulation of this Law and the Company Charter.

2. The Honorary Member has the following obligations:

a) Progress management and implementation of business honesty, caution and best guarantee the maximum legal benefit to the company;

b) conduct the company's management and business practices in accordance with the provisions of the law, Charter of the Company, and the resolution of the Council of the Member; if left to rule at this point, the damage to the company is liable for damages;

c) Not to use the company ' s assets to benefit or serve the interests of the organization, the other individual;

d) reimbursable the company of money, assets received and compensated damages to the company in the event of a company name, personal identity or other person 's behalf to receive money or other assets from the company' s business operations without a payment. with the company;

The Federation is responsible for the payment of the company's remaining debt if the company's assets are not enough to cover the company's debt;

e) Suffer correspond to the portion of capital that contributes to the company or under the regulatory agreement at the Company ' s Charter in the case of a loss business company;

g) periodically the monthly reporting of honesty, accuracy of the situation document and its business results with the company; provide information about the situation and its business results to the required member;

h) Other obligations under the regulation of this Law and the Company Charter.

What? 177. Member Council.

1. All members to form members of the Board. A member council elect a member to be a member of the Board of Directors, concurrently and Director-General, if the Company Charter does not have a different regulation.

2. The honorary member has the right to ask for the convening of the Board of Members to discuss and decide the business of the company. The member requires the convening of the meeting to prepare the content, program, and meeting document.

3. Board members have the right to decide all the business of the company. If the Company ' s charter does not specify, then the following issues must be at least three-quarters of the total number of accepted members:

a) The direction of the company development;

b) Modified, supplemated Corporate Charter;

c) Continue to add a new name of the new name;

d) Accept a member of a contract to withdraw from the company or decide to declare a member;

The decision to project investment;

e) Decision on borrowing and raising capital in other form, lending to the value of equal or greater than 50% of the company 's charter capital, minus the case of the Company' s charter stipulated a higher rate;

g) The decision to buy, sell assets valued at or greater than the company 's charter capital, minus the case of the Company' s charter that stipulated another rate higher;

h) The decision to pass the annual financial statements, the total number of profits, is divided and the number of profits divided by each member;

i) Decided to dissolve the company.

4. The decision on other matters is not stipulated at paragraph 3 This is passed if at least two-thirds of the total number of members are endorsed; the specific percentage is specified by the Company ' s Charter.

5. The voting rights of the members contribute to the provisions of this Law and the Company Charter.

What? 178. Member Council Meeting

1. The Speaker of the Member Council may convene the Council of the Member Council when the review is needed or at the request of the honorary member. The President of the Council of the Member Council does not convene at the request of a member of the membership, and the membership convenes a member of the Council of Nations.

2. Invitations to the meeting may be by invitation, telephone, fax or other electronic media. The announcement of the meeting must specify the purpose, request and content of the meeting, the program and the meeting location, the member name requesting the convening of the meeting.

The discussion documents are used to decide the regulation issues at paragraph 3 Article 177 of the Law must be submitted prior to all members; prior to the submission deadline by the Company Regulation.

3. Member of the Council of members or members requesting the convening of the meeting. A member council meeting must be published by the company. The editorial content must have the following principal contents:

a) Name, enterprise number code, headquarters address;

b) The purpose, program, and content of the meeting;

c) The time, the meeting place;

d) They, the presiding officer, the members of the meeting.

The opinions of the members of the meeting;

e) The resolutions are adopted, the number of members who endorse and the basic content of those resolutions;

g) They, the names, signatures of the members of the meeting.

What? 179. Company of the company's business.

1. The signed members have the right to represent the law and the organization that runs the company ' s daily business operations. Any restrictions on a member of the company's membership, in the implementation of the day-to-day business of the company, are only valid for the third party when the person is known for its limitations.

2. In the company ' s business operations, the successful contract membership assumes the titles of management and control of the company.

When some or all of the members of the same name perform certain business tasks, the decision is passed under the principle of majority.

The active membership of the company is not part of the company's responsibility, unless it is approved by the remaining members.

3. The company may open one or some accounts at the bank. A member council appointed a member authorized to send and withdraw money from those accounts.

4. Member of the Board of Member, Director, or General Manager of the following tasks:

a) Management and executive of the company ' s daily business as a valid member;

b) Million volumes and organizes the Member Council; sign the resolutions of the Member Council;

c) The division, coordination of business, among the members of the name;

d) Organizing the organization, full retention and middle of accounting, invoices, testimonies and other documents of the company as defined by law;

to the company in relation to the state agency; representing the company as a defendant or plaintidown in lawsuits, trade disputes or other disputes;

e) Other obligations under the Rules of Regulation.

What? 180. Termination of a valid membership

1. The membership membership is terminated in the following circumstances:

a) voluntarily withdraw from the company;

b), dead, condemned by the Court of death, limited to the power of civil conduct or of the loss of the power of the people;

c) Extracted from the company;

d) Other cases provided by the Charter of the Company.

2. The signed member has the right to withdraw capital from the company if approved by the Member Council. In this case, the member who wanted to withdraw from the company had to be notified by the patent requirement of 6 months prior to the withdrawal date; it was withdrawn only at the time of the end of the fiscal year and the financial report of that fiscal year was passed.

3. The member of the honorary member is excluded from the company in the following cases:

a) There is no possibility to contribute or not to contribute as committed after the company had a second request;

b) Violation of regulation at Article 175 of this Law;

c) conduct non-honest, unwary business or other non-appropriate behavior that inflicts serious damage to the interests of the company and other members;

d) Do not perform the obligations of a valid member.

4. The case of termination of membership of the member is restricted or lost to the ability of civilian behavior, the part of that member's contribution is fair and satisfactory.

5. During the 02-year term, since the date of the termination of a prescribed membership at the point a and point 1, it is the person who still has to be held accountable by all of his assets to the company's debts. before the end of membership.

6. After an end to membership, if the name of the terminated member has been used as part or the entire company name then that person or heir, the representative under their law has the right to ask the company to end the use of the company. That name.

What? 181. Accept new membership

1. The company may accept additional member members or members; the adoption of a new member of the company must be approved by the Board of members.

2. A contract member or a member of the capital must submit enough funds to contribute to the company for a 15-day period, since the date is approved, except for the case of a member Council deciding the other deadline.

3. A new partnership member must be jointly responsible for all of its assets on other corporate debts and obligations, except for that member and other members of another agreement.

What? 182. The rights and obligations of the members

1. Members of the following rights:

a) Join the meeting, discuss and vote at the Board of the Member of the amendment, the addition of the Company Charter, the amendment, the addition of the rights and obligations of the member to the capital, on reorganization and dissolution of the company and other content of the Company ' s Charter. direct access to their rights and obligations;

b) The annual profit is corresponding to the ratio of capital to the company's charter capital;

c) Provided by the company 's annual financial statements; has the right to ask the Chair of the Board of members, the full-level Member of the Board to provide full and honest information about the company' s situation and business results; see accounting, compile, contract, etc. yes, transactions, records and other company documents;

d) Transfer of its contributing capital at the company to others;

In the name of the individual or by the name of another person to do business, the business of the company;

e) Defines The Portion Of His Contribution By Inheriture, mortgage, Mortgage, and Other forms of Law and Corporate Charter; The case of death the heir to replace the deceased member becomes the capital's capital. company;

g) divided part of the company ' s remaining asset value corresponding to the proportion of capital that contributes to the company charter as the company dissolved or bankrupt;

h) Other rights under the regulation of this Law and the Company Charter.

2. The members who contribute to the following obligations:

a) responsible for the debt and other obligations of the company ' s other assets within the amount of capital that has pledged to contribute;

b) Do not participate in the management of the company, not to conduct business on behalf of the company;

c) Compliance of the Charter, the corporate interagency and the decision of the Member Council;

d) Other obligations under the regulation of this Law and the Company Charter.

Chapter VII.

PRIVATE ENTERPRISE

What? 183. Private enterprise

1. Private enterprise is a business owned by an individual and is responsible for all of its assets on all activities of the business.

2. Private enterprise does not release any kind of securities.

3. Each individual is entitled to establish a private enterprise. Private business owners are not simultaneously a business owner, a member of the company.

4. Private enterprise is not entitled to an established capital or purchase of shares, the portion of which is in the company of a corporation, LLC, LLC or the holding company.

What? 184. The investment of the business owner

1. The investment of private enterprise owners by self-registered business owners. Private business owners are obliged to correctly register the total number of capital invested, which specifies the amount of capital in Vietnam, the free foreign currency conversion, gold and other assets; for capital by other assets also must record the amount of wealth, quantity and value remaining. All kinds of assets.

2. The entire capital and property including the borrower and the lease used to the business activity of the business must be fully documented in the accounting and financial statements of the business as defined by the law.

3. During the operation, private business owners have the right to increase or reduce their investment capital into business operations of the business. The increase or decrease of the investment capital of the business owner must be fully documented in the accounting book. The lower capital investment is lower than the registered investment capital, the private business owner has only been reduced to capital after having registered with the Business Registry.

What? 185. Enterprise Management

1. Private business owners have a full decision on all business activities of the business, the use of profits after paying taxes and implementing other financial obligations under the rule of law.

2. Private business owners can either directly or hire people to manage, run business operations. The hiring case for a business manager is still responsible for all business operations of the business.

3. Private business owners are plaintiffs, defendant, or persons with a right to associate the relevant obligation before the Referee or the Court in the business-related disputes.

4. Private enterprise is representative of the law of the business.

What? 186. Business lease

The private business owner has the right to lease his entire business but must notify by text accompanying a copy of the lease that has the evidence to the Business Registry, the tax authority over the 3-day period of work, since the date of contract. The lease is in effect. In the term of lease, private business owners are still accountable to the law as the business owner. The rights and responsibilities of the owners and tenants to the business operations of the business are regulated, in the rental contract.

What? 187. Business sales

1. Private business owners have the right to sell their business to others.

2. After the sale of the business, private business owners are still responsible for the debt and other property obligations of the business that arise during the pre-day of the business transfer date, except where the buyer, seller, and creditholder. Business has a different deal.

3. The seller, the business buyer must comply with the provisions of the law on labor.

4. The business buyer must register for a change in private enterprise according to the rules of this Law.

Chapter VIII

COMPANY GROUP

What? 188. Economic Corporation, Corporation.

1. Economic Corporation, the total company of the economic components is that the company group has a relationship with each other through the ownership of the shares, the portion of the contribution or the other link. The economic group, the corporation, is not a type of business, without legal status, not registered as defined by the law.

2. Economic Group, Corporation with its parent company, subsidiary and other member companies. The parent company, the subsidiary and every member company in the economic conglomerate, the corporation has the right and obligations of independent business under the rule of law.

What? 189. Parent company, subsidiary.

1. A company is considered to be the parent company of another company if belonging to one of the following cases:

a) Property above 50% of the common capital or total share of that company;

b) There is direct or indirect right to the decision to appoint a majority or all of the members of the Board, Director or General Manager of that company;

c) There is a right to determine the amendment, the Executive addition of that company.

2. The subsidiary is not invested in capital, buying shares of the parent company. The subsidiaries of the same parent company are not jointly funded, buying shares in order to cross each other.

3. The subsidiaries with the same parent company are businesses that own at least 65% of the state capital that is not jointly funded to form the business under the provisions of this Law.

4. The government regulates 2 and 3 of this.

What? 190. The rights and responsibilities of the parent company to the subsidiary

1. Depending on the legal type of the subsidiary, the parent company exercise its rights and obligations as a member, owner, or shareholder in relation to the subsidiary under the corresponding regulation of this Law and other provisions of the law that can be found in the company. All right.

2. Contract, trade and other relations between the parent company and the subsidiary must be established and implemented independently, equal under applicable conditions for independent legal subjects.

3. Case the parent company intervenes in addition to the authority of the owner, member or shareholder and force the subsidiary to perform its left business practices with normal business practices or perform non-lucrative activities without a reasonable compensation. in the relevant financial year, causing damage to your company, the parent company is responsible for that damage.

4. The manager of the parent company is responsible for the intervention that forced the subsidiary to perform a business operation stipulated at 3 This must be associated with the parent company responsible for those damages.

5. The parent company does not make up for your company by default at paragraph 3 This is debunking or member, shareholders who possess at least 1% of the company ' s charter capital has the right to name themselves or by the name, the subsidiary, the parent company. damage to your company.

6. The case of business activity like regulation at paragraph 3 This is done by the subsidiary company that benefits the other parent company of the same parent company, the benefit that the company has to do with the benefit parent company. For the loss of your company.

What? 191. The financial reporting of the parent company, the subsidiary

1. At the time of the end of the fiscal year, in addition to the report and document as prescribed by the law, the parent company must establish the following reports:

a) The merged financial statement of the parent company by the rule of law on accounting;

b) Report aggregation of the annual business results of the parent company and the subsidiary;

c) Report aggregation management, run by the parent company and the child company.

2. The person responsible for reporting the regulation at 1 This has not been established and submitted those reports if it has not received the full financial statements of the subsidiaries.

3. At the request of a representative under the law of the parent company, the legal representative of the subsidiary must provide the necessary reports, documents, and information such as the regulation to set up the merger of the merger and the combined report of the parent company. And my company.

4. The parent company manager uses those reports to set up the merger of the merger and the parent company ' s aggregation report and the subsidiary if there is no doubt about the report due to the partnership and the submission has misinformation, incorrect or false. Yeah.

5. In case the parent company manager has adopted the necessary measures within the scope of the jurisdiction that still does not receive the report, documents, and information needed as regulation from the subsidiary, the parent company manager is still setting up and the financial statements report. Merger, the combined report of the parent company and the subsidiary. The report may or may not include information from that subsidiary, but there must be a necessary solution to avoid misunderstanding or misunderstand.

6. Reports, the annual financial decision document of the parent company, of the subsidiary and the merged financial statements, the combined report of the parent company and the subsidiary company must be kept at the parent company ' s headquarters. The copy of the reports, the regulatory document at this paragraph must be in the subsidiaries of the parent company on the territory of Vietnam.

7. For its subsidiaries, in addition to reports, document by law, also have to report aggregation of purchase, sale, and other transactions with the parent company.

Chapter IX

REORGANIZATION, DISSOLUTION AND BANKRUPTCY

What? 192. Division of Business

1. Limited liability company, the holding company that can divide shareholders, members and corporate assets to form two or more new companies in one of the following cases:

a) A portion of the contributing capital, shares of its members, shareholders along with assets corresponding to the share value value, shares are divided over to the new companies according to the rate of ownership in the company divided and corresponding property values transferred to the new company;

b) The whole portion of the contribution, the shares of one or some members, shareholders along with the property corresponding to the value of the shares, the portion of which they contribute to new companies;

c) Combine both cases of regulation at the point a and this b point.

2. The procedure to split the LLC, the holding company is regulated as follows:

a) Member council, company holders or shareholders of the company's shareholders are divided through the decision to divide the company under the provisions of this Law and the Company Charter. The resolution divided the company must have the principal content of the name, the company ' s headquarters being divided by the companies that will be established; the principle, how and the procedures to divide the company assets; the use of labor; how to divide, the deadline and the capital. The company's shares, shares, bonds, and bonds are divided into newly established companies; the principle of resolving the company's obligations is divided; the deadline for implementation of the company. The resolution divided the company must be sent to all creditors and informed the worker who knew in the 15-day period, since the date of the resolution;

b) Members, company owners or shareholders of the new company are established through the Charter, elects, or appointing the Chair of the Board of Members, Corporate Chairman, Board of Directors, Director, or General Manager and conduct business registration in accordance with the rules. It's the law. In this case, the business registration record for the new company must be accompanied by a decision to split the company stipulated at this point.

3. The number of members, shareholders and numbers, the share ownership rate, the member 's share of the membership, shareholder and charter capital of the new companies will be credited with the way the division, which converts the portion of the funding, the company' s shares are divided into companies. The new company corresponds to the prescribed cases at this one.

4. The company is divided into existence after new companies are granted a business registration certification. The new companies must be jointly responsible for unpaid debts, labor contracts and other property obligations of the company that are divided or agreed upon with creditors, customers and workers to one of those companies to carry out their own debts and services. No, no, no

5. The business registry updates the legal status of the company divided in the National Database of Enterprise registration when granting the Business Registration Certificate to the new company. Where the new company has its own headquarters outside the province, the central-central city where the company is divided has its headquarters, the Business Registry, where the new company headquarters must announce a new corporate registration for the facility. business regionship where the company is divided into the headquarters to update the legal status of the company is divided on the National Database of Enterprise Registration.

What? 193. Business separation

1. Limited liability company, the holding company can separate by transferring part of the existing company ' s assets, rights and obligations (then called the split company) to establish one or some limited liability companies, the new holding company (after this, the company). It ' s called the company that ' s separated, and it ' s not ending the existing company.

2. Separate the company that can be done in one of the following methods:

a) A portion of the contributing capital, shares of its members, shareholders along with assets corresponding to the portion of the equity value, shares are transferred to new companies according to the rate of ownership in the company that is separated and the value of asset value transferred to the company. And

b) The whole portion of the contribution, the shares of one or some members, shareholders along with the property corresponding to the value of the shares, the portion of their contribution is transferred to new companies;

c) Combine both cases of regulation at the point a and this b point.

3. The split company must register for a change of regulatory capital and the number of members corresponding to the portion of the capital, shares, and the number of members descending at the same time as the corporate register of new companies.

4. The procedure separating the LLC and the holding company is regulated as follows:

a) Member council, company holders or shareholders of the company's shareholders are separated through a resolution separating the company under the provisions of this Law and the Company Charter. The resolution separating the company must have the principal content of the name, the company ' s headquarters being separated; the company name is split up; the method of using labor; how to separate the company; the value of property, rights and obligations transferred from the company. Separated from the company is separated; the deadline for the execution of the company. The resolution separating the company must be sent to all creditors and inform the worker who knows for a 15-day deadline, since the date of the resolution;

b) Members, company owners or shareholders of the company are separated through the Charter, elects, or appointing the Chair of the Board of Members, Corporate Chairman, Board of Directors, Director, or General Manager and conduct business registration in accordance with the rules. It's the law. In this case, a business registration record must be accompanied by a decision to separate the regulation company at this point.

5. After registering the business, the company is separated and the company is separated from the same federation responsible for unpaid debts, labor contracts and other property obligations of the company being separated, except where the company is separated, the new company is established. The company ' s creditors, creditors, customers and workers are separated from another agreement.

What? 194. Business merger.

1. Two or some companies (then called the merged company) can merge into a new company (later called the merger company), and the end of the existence of the companies that are united to be merged.

2. The company ' s merger procedure is regulated as follows:

a) The companies that are united to prepare for contract. The agreed contract must have the principal content of the name, the headquarters address of the incorporated companies; the name, address of the company ' s merger; procedure and merge conditions; the method of using labor; the deadline, the procedure and the conversion conditions of the company. asset, transformation of capital, shares, bonds of company are incorporated into the capital, shares, bonds of the merged company; the deadline for merger implementation; the draft of the merged company Charter;

b) Members, company owners or shareholders of the unions are merged through the merger contract, the merger of the Company to merge, elect or appoint the Chair of the Board of Members, Corporate Chairman, Board of Directors, Director, or General Manager. The company merged and conducts the firm's corporate enterprise under the rules of this law. The contract agreement must be sent to the creditors and inform the worker for a 15-day period, since the date of the passage.

3. The merger case under which the merger company shares a market share of 30% to 50% on the relevant market then the company ' s legal representative is merged to inform the competitive management body before the merger, except for the case of a competitive law. There are other rules.

The most incorporated cases by which the company merged to have a market share of over 50% on the relevant market, except for the case of other regulated competition law.

4. Records, the company's corporate ensign is merged to follow the corresponding rules of the Law and must accompany the following copy of the following papers:

a) contract contract;

b) The resolution and the margin of meeting through the merger contract of the merged companies.

5. After registering the business, the companies that were merged to end exist; the company incorporated the legal rights and interests, responsible for the unpaid debts, labor contracts and other property obligations of the companies that were incorporated in the company ' s debt-free trade. Yes.

6. The business registry updates the legal status of the company that is incorporated on the National Database of Enterprise registration when granting the Business Registration Certificate to the merged company. Where the merged company is headquartered outside the provincial headquarters, the central city of the central city where the company's headquarters are merged, the Business Registry, where the firm must announce the registration of the business to the Business Registry. The company's headquarters is merged to update the legal status of the merged company on the National Database of Enterprise Registry.

What? 195. Enterprise merger

1. One or several companies (later known as the merged company) may merge into another company (later known as the merger recipient) by transferring all of the assets, rights, obligations and benefits to the merger to the merger, and the end of the year. to end the existence of the merged company.

2. The procedure of merging the company is prescribed as follows:

a) Companies that are prepared to contract the merger and draft the Charter of the Company to receive the merger. The merger contract must have the principal content of the name, the company 's headquarters address to the merger; the name, address of the company' s headquarters is merged; the procedure and merger conditions; the use of labor; the manner, procedures, deadpoints and conditions. transfer of assets, transform the portion of the contribution, shares, bonds of the company being merged into the capital, shares, bonds of the company receiving the merger; the deadline for implementation of the merger;

b) Members, company owners, or shareholders of the companies involved through the merger contract, the Company Charter that receives the merger and conducts the registration of the company business adopted by the provisions of this Law. The merger contract must be sent to all creditors and inform the worker in the 15-day period, since the passing day;

c) After the business registration, the merged company ceased to exist; the company received a merger of the legal rights and interests, responsible for unpaid debts, labor contracts and other property obligations of the merged company.

3. The merger case under which the company received a merger with a market share of 30% to 50% on the related market, the company ' s legal representative informed the competition management agency before the merger, except for the case of a regulated competition law. -Yeah.

Prohibit cases of mergers of companies by which the company receives a market share of over 50% on the relevant market, except for the case of other regulated competition law.

4. Records, the company's corporate subscriptions receive the incorporation of the merged implementation in accordance with the respective rules of the Law and must be accompanied by the following copy of the following papers:

a) Contract of mergers;

b) The resolution and the margin of the meeting through the merger contract of the companies that receive the merger;

c) The resolution and the margin of the meeting through the merger contract of the merged companies, except for the merger of the merger that the merger is a member, shareholders who possess over 65% of the charter capital or shares have the voting rights of the merged company.

5. The business registry conducts updates on the legal status of the merged company on the National Database of Enterprise Registration and made changes to the business registration content for the merged company.

Where the merged company is located outside the provincial headquarters, the central city-central city where the company headquarters gets merged, the Business Registry, where the company receives the merger, announces the registration of the business to the Registry. business where the company headquarters is merged to update the legal status of the merged company on the National Database of Enterprise registration.

What? 196. Corporate transformation LLC to a holding company

1. For the state business to transform into a holding company, it is done by law on the transfer of the state company to a holding company.

2. Limited liability company that can convert to a holding company in the following method:

a) Transformation into a corporation that does not raise additional organization, other individuals and capital, do not sell the portion of the funding to the organization, the other individual;

b) Transformation to a holding company by mobiling more organization, individual contributing capital;

c) Transformation to a holding company by selling the whole or part of the capital that contributes to one or several organizations, other individuals;

d) Combine the regulation method at the points a, b, and c.

3. The company must register to convert the company to the Business Registry for a 10-day period, since the date of the completion of the conversion. During the 5-day period of work, since the date of the conversion record, the business registry reissued the Business Registration Certificate.

4. The Company transformed the course of all legal rights and benefits, responsible for debts, including tax debt, labor contracts, and other obligations of the company being transformed.

5. During the 07 day period of work, since the date of the Certificate of Business Registration, the Business Registry must notify the relevant state authorities at a Article 34 clause of this Law; at the same time updating the legal status of the law. of the company on the National Database of Enterprise Registration.

What? 197. Converting the holding company to a limited liability company a member.

1. The holding company can convert to a limited liability company one member in the following method:

a) A shareholder receives a transfer of all shares, the corresponding contribution of all the remaining shareholders;

b) An organization or individual is not a shareholder who receives a full transfer of the shares of all the shareholders of the company;

c) The company has left only one shareholder in time beyond the required minimum number of equity firms under the regulation at Article 110 of this Law.

2. The transfer or return of capital investment by the shares, the portion of which contributes to this one Article must be made at market price, the price is defined by the asset method, the discounted cash flow method or the other method.

3. In the 15-day period, since the date of completing the transfer of the shares by regulation at point a and point b 1 This thing and the case of a 1 Article 1 point, the company sends or file conversion records at the Business Registry where the business is located. Signed up. During the 5-day period of work, since the date of the conversion record, the Business Registry issued the Business Registration Certificate.

4. The Company transformed the course of all legal rights and benefits, responsible for debts, including tax debt, labor contracts, and other obligations of the company being transformed.

5. In the 7-day period of work, since the day of the Certificate of Business Registration, the Business Registry must inform the relevant state agencies under the regulation at 1 Article 34 of this Law; at the same time updating the legal status. of the company on the National Database of Enterprise Registration.

What? 198. Corporate transformation into a two-member LLC.

1. The holding company can convert to a limited liability company in the following method:

a) Transformation into a limited liability company without further mobiling or transfer of the shares to the organization, individual;

b) Transformation to a finite liability company simultaneously with additional organization, individual contributing;

c) Transformation to a finite liability company simultaneously with a full transfer or part of the whole or part of the share to the organization, individual to the capital;

d) Converts to a finite liability company that combines regulatory methods at points a, b, and c.

2. The company must register to convert the company to the Business Registry for a 10-day period, since the date of the completion of the conversion. During the 5-day period of work, since the date of the conversion record, the Business Registry issued the Business Registration Certificate.

3. The Company transformed the course of all legal rights and benefits, responsible for debts, including tax debt, labor contracts, and other obligations of the company being transformed.

4. During the 07 day period of work, since the day of the Certificate of Business Registration, the Business Registry must inform the relevant state authorities at a Article 34 clause of this Law; at the same time updating the legal status of the law. of the company on the National Database of Enterprise Registration.

What? 199. Converting private enterprise into a limited liability company

1. Private enterprise can convert to a limited liability company by the discretion of the private enterprise owner if enough of the following conditions:

a) There are sufficient provisions for the provisions of Article 28 of this Law;

b) The private business owner must be a company owner (for the case of conversion to a limited liability company a member owned by the owner) or member (for the case of conversion to a two-member limited liability company). Come on, come on.

c) The private enterprise is committed by the writing of personal responsibility by all of its assets to all unpaid debt of private enterprise and committed to payment of sufficient debt when it comes to a deadline;

d) The private business owner has a written agreement with the parties of the unreasonable contract that the LLC is converted to receive and implement those contracts;

Private business owners are committed in writing or having written agreements with other members of their own business to take on and use the existing labor of private enterprise.

2. During the 5-day period of work, since the filing date, the Business Registry considers and issued the Corporate Registration Certificate if there are sufficient regulatory conditions at 1 Article.

3. During the 07 day period of work, since the date of the issuing of the regulatory business registration stipulated at paragraph 2 This, the Business Registry must inform the relevant state authorities at a Article 34 clause of this Law; copper. time to update the legal status of the business on the National Database of Enterprise Registration.

What? 200. Business Pause

1. The business has a right to suspend business but must notice in writing about the moment and the deadline to suspend or continue the business for the Business Registration Authority 15 days before the date of the pause or continue the business. This provision applies in the case of a business continuing business ahead of the announcement deadline.

2. Business Registry, state agency with authority to require a business to suspend business business, a business that is conditional on finding that the business is not qualified under the law.

3. During the period of business pause, the business must submit enough of the debt owed; continue payment of debts, complete the implementation of the contract that has signed with customers and workers, except for the case of business, creditors, customers and labourers. There's another deal.

What? 201. Business dissolution cases and conditions

1. Enterprise is dissolved in the following cases:

a) The end of the activity deadline has been written in the Company Charter without renewed decision;

b) By the decision of the business owner to the private enterprise, of all member-of-a-person membership to the firm, of the Member Council, the company owner for the limited liability company, of the General Assembly of the shareholders to the holding company. Part;

c) The Company does not have sufficient minimum membership in accordance with the provisions of this Law for the continuous 6-month period without the procedure of converting the type of business;

d) revoked the business registration certificate.

2. The business is only dissolved upon ensuring payment of other debt and other property obligations and businesses are not in the process of resolving disputes at the Court or arbitration agency. The manager is relevant and the business stipulated at the point of clause 1 This is jointly responsible for the debts of the business.

What? 202. Order, Business dissolution procedure

The dissolution of the business in the specified cases at the points a, b and c 1 Article 201 of this Law are implemented under the following regulation:

1. Through the decision to dissolve the business. The decision to dissolve the business must have the following key content:

a) Name, address the headquarters of the business;

b) The reason for dissolution;

c) The deadline, the procedure for the contract liquing and payment of the debt of the business; the debt payment deadline, the contract liquoration is not exceeded for 6 months, since the date of the dissolution decision;

d) The method of handling the obligations that arise from the labour contract;

They, the names, the signatures of the representative of the law of the business.

2. Private business owner, Member Council or company owner, Board of Directors directly organizes a business asset liquoration, except for the case the Company Charter rules the establishment of a separate liquoration organization.

3. In the 7-day period of work since the passing day, the dissolution decision and the meeting border must be sent to the Business Registry, the tax authority, the worker in the business, which posts the dissolution decision on the National Information Portal on registration. enterprise and must be publicly listed at the headquarters, branch offices, representative offices of the business.

The business case in which the financial obligation is not paid, it is required to submit a solution to the dissolution of the debt settlement to the creditors, who have the right, benefits and obligations involved. The notification must be named, the address of the creditor; the amount of debt, the deadline, the location and the method of payment of that debt; the way and the deadline to resolve the creditor of the creditor.

4. The business registry must announce a state of business as the dissolution of the body on the National Portal on Enterprise registration soon after receiving the dissolution decision of the business. Accompanying the message must post the dissolution decision and the debt settlement method (if any).

5. Businesses of the business are paid in the following order:

a) The wage debt, the allowance of employment, social insurance by the rule of law and other rights of the workers under the collective labor agreement and the contracting labor contract;

b) Tax debt;

c) Other debts.

6. After having paid off the debt and cost of the business, the remainder divided up to private enterprise owners, members, shareholders, or company owners in a share of the share of equity, shares.

7. The business-based representative of the business sends a dissolution to the Business Registry for the 5 working days since the day of payment of all the debts of the business.

8. After a 180-day deadline, since the date received the dissolution of the dissolution by paragraph 3 This does not receive an opinion of the dissolution from the business or the objection of the relevant party or in the 5 working days since the date of the filing. The Business Registry updates the legal status of the business on the National Database of Enterprise Registration.

9. The government rules out the details of the sequence, the business dissolution procedure.

What? 203. The business dissolution in the case of revoked the Business Registration Certificate or by the Court ' s decision.

The dissolution of the business by regulation at the point of 1 Article 201 of this law is done according to the sequence, the following procedure:

1. Business Registry, must announce a state of business as a possible procedure on the National Portal on Corporate Registration at the same time as the decision to revoking the business registration certificate or shortly after receiving a certificate of registration. decided the dissolution of the Court took effect. It is accompanied by a decision to post a decision to revoking the Business Registration Certificate or Decision of the Court;

2. In the 10-day period, since the date received the decision to revoking the Business Registration Certificate or decision by the Court to take effect, the business must convene a meeting to decide the dissolution. The decision to dissolve and the copy of the decision to revoking the business registration certificate or decision by the Court to take effect must be sent to the Business Registry, the tax authority, the worker in the business and must be publicly listed. at the headquarters and branch of the business. For the case where the law requires to register, the decision to dissolve the business must be posted at least in a written or electronic newspaper in three consecutive numbers.

The business case is also an unpaid financial obligation, and it is accompanied by a resolution of the dissolution of the business of the solution to the creditor, who has the rights and obligations involved. The notification must be named, the address of the creditor; the amount of debt, the deadline, the location and the method of payment of that debt; the way and the deadline to resolve the creditor of the creditor.

3. The payment of the debts of the business is made in accordance with the regulation at paragraph 5 Article 202 of this Law.

4. The business representative of the business sends an account of the dissolution to the Business Registry for the 5 working days, since the day of payment of all the debts of the business.

5. After a 180-day deadline, since the date of the business dissolution of the business in accordance with the regulation at paragraph 1 This does not recognize the party ' s objections or in the 5 working days from the date of the dissolution of the dissolution, the Business Registry said. enterprise legal status updates on the National Database of Enterprise Registration.

6. Individuals who manage the company are involved in a personal responsibility for the damage caused by the non-implementation or the correct implementation stipulated at this Article.

What? 204. Enterprise dissolution profile

1. The business dissolution record includes the following paperwork:

a) The announcement of the business dissolution;

b) The business asset liquour; the creditor list and the amount of debt paid, including payment of all taxes on taxes and the debt of social insurance, the worker after the decision to dissolve the business (if any);

c) The seal and the sample certificate (if any);

d) Business registration certification.

2. Member of the holding company of the holding company, member of the Board Member of the LLC, the owner of the company, the private enterprise owner, the Director or General Manager, the established member, who represents the law of the business. responsibility for the integrity, the exact nature of the business dissolution record.

3. The case where the case profile is not correct, forgery, those stipulated at paragraph 2 This must be federated responsible for payment of unpaid debt, the unfiled tax number and the rights of unresolved workers and are responsible for personal responsibility. The law of the results of the 20-year period, since the date of the filing of the business dissolution of the business to the Business Registry.

What? 205. Activities are banned since the dissolution of the dissolution.

1. Since the decision has been decided to dissolve the business, ban the business, the business manager does the following activities:

a)

b) Give up or reduce the right to claim debt;

c) Transfer of unsecured debt into debt-secured debt by the property of the business;

d) Sign the new contract unless the case to implement the business dissolution;

Hold it up, take it, give it to it, give it to the property.

e) End of contract execution came into effect;

g), mobilize under all forms.

2. Depending on the properties and the extent of the violation, the individual whose behavior violates this 1 Article may be subject to the administrative violation or search for criminal responsibility; if the damage is caused, it must be compensated.

What? 206. End of branch activity, representative office

1. The branch office, the representative office of the business is terminated in accordance with the decision of that business itself or by the decision to revoking the branch operating registration certification, the representative office of the competent state agency.

2. The end of the branch operation, the representative office included:

a) The business ' s decision to end branch operations, representative office or decision to revoking the Certificate of Branch Activity Registration Certificate, the representative office of the state agency has jurisdiction;

b) List of creditors and unpaid debt, including branch tax debt and social insurance money;

c) A list of workers and the corresponding rights of the work of the worker;

d) Certificate of registration activity of the branch, representative office;

The seal of the branch, the representative office (if any).

3. The representative under the law of the business and the head of the branch, the dissolved representative office is responsible for the integrity and accuracy of the case of the termination of branch operations, the representative office.

4. The business with the branch has terminated the operation responsible for implementing contracts, payment of debts, including the branch tax of the branch and continuing to use labor or addressing sufficient legal rights for the worker who has worked at the expense of the government. It's the rules of the law.

5. During the 5-day period of work, since the date of getting enough records to end the regulatory branch operation in paragraph 2 This, the Business Registry updates the legal status of the branch, the office of representation on the National Database of Enterprise registration. Oh,

What? 207. Business bankruptcy

The bankruptcy of the business was carried out in accordance with the laws of bankruptcy.

Chapter X

THE ORGANIZATION.

What? 208. The responsibility of state management agencies

1. The government unified the state over the business.

2. The ministries, peer agencies responsible to the Government on the implementation of the task of being assigned in state management to the business.

3. Within the mission range, the permissions are assigned, the ministries, the peer-to-peer agency that directed the specialized agencies to submit to the Business Registry where the business is headquartered in the following information:

a) Information on business licenses, a certificate of sufficient business conditions, certificate of practice, certificate or approval text on business conditions granted to the business and the decision to sanctiate the administrative breach of the business. A career

b) Information on the operational situation and the taxpayer of the business from the corporate tax report;

c) Coordination, sharing information about the business of enterprise activity to enhance the efficiency of state management.

4. The Provincial People's Committee, the central city of the Central Committee, performs state management of the business within the local area.

5. The provincial committee of the provincial, central city within the scope of the mandate, the devolve jurisdiction is responsible for directing specialized agencies and the Standing District People ' s Committee to submit to the Business Registry where the business is located. It ' s the headquarters of the information that ' s defined at the end of this.

6. The government regulates this.

What? 209. Business Registry

1. Business regionship with a mandate, the following powers:

a) Resolve the registration of the business and granting the Certificate of Corporate Registration in accordance with the rule of law;

b) Coordination of construction, management of the National Information System on Enterprise Registration; provide information to the state agency, organization and individual required by law;

c) The business requirements report on adhering to the provisions of this Law when the review is needed; the governor does the implementation of the business ' s reporting obligations;

d) Direct or recommend the state agency have the authority to examine the business according to the content in the business registration filing;

Responsible for the validity of the business register profile, not responsible for the violations of the business that occurred before and after the registration of the business;

e) Processing in violation of business registration regulations in accordance with the rule of law; revoking the Business Registration Certificate and requiring that the business as a procedure as defined by the Law;

g) Perform other duties, other powers according to the provisions of this Law and other provisions of the relevant legislation.

2. The government regulates the organization of the Business Registry.

What? 210. Breach of breach

1. Agency, organization, individual violation of the regulation of this law, depending on the nature and extent of the breach, which is subject to disciplinary action, the case of administrative damages, the individual may be compensated for criminal responsibility. The law.

2. The government regulates the details of administrative sanctions on the behavior of violations of the provisions of the Law.

What? 211. Revoking Enterprise Registration Certificate

1. Enterprise is revoked of corporate registration certificates in the following cases:

a) The manifest contents in the business register profile are forgery;

b) The business led by those banned from the establishment of the business under paragraph 2 Article 18 of this Law established;

c) The business stops operating business for 01 years without notice to the Business Registry and the tax authority;

d) The business does not submit a prescribed report at the point of paragraph 1 Article 209 of this Law to the Business Registry for a period of 6 months, since the expiration date of the report or having a written request;

Another case by the decision of the Court.

2. The government rules the order, the procedure to recover the Business Registration Certificate.

What? 212. Performance Performance

1. This law took effect from 1 July 2015. Digital Business Law 60 /2005/QH11 November 29, 2005 and Law amended, the addition of Article 170 of the Digital Business Law 37 /2013/QH13 June 20, 2013 expires since the date of the Law is in effect, except for the following cases:

a) For the limited liability company established prior to this Law Day in effect, the period of capital implementation is specified by the regulation at the Company Charter;

b) The state-owned enterprises hold the charter capital to implement restructuring to ensure compliance with the correct compliance at paragraph 2 and paragraph 3 Article 189 of this Law before July 1, 2017;

c) Companies that do not have a share or portion of the funds that are held by the State to make a contribution to capital, purchasing the shares prior to July 1, 2015 do not have to be made in accordance with the provisions at Clause 2 Article 189 of the Law but are not increased in the cross-ownership rate.

2. A regular-use business of 10 or more workers must register to form an active business under the rules of this law. Small-scale business households perform business registration and operating under the Government's regulations.

3. Based on the regulation of this Law, the Government provides details of the organization's management and activities of the state enterprise directly serving the defense, security or economic combination with defence, security.

What? 213. Detailed rules

The government provides details of the provisions, which are assigned to the Law.

The law was appointed by the National Assembly of the Socialist Republic of Vietnam XIII, the 8th session through November 26, 2014.

President of Congress.

(signed)

Nguyen Gung Xiong