Pursuant to the law on organization of the Government of 25 December 2001;

Pursuant to the law of business on November 29, 2005;

Considering the recommendation of the Minister of planning and investment, the DECREE: article 1. Scope this guide details the implementation of some articles of the law on business related to the establishment, organization, management, operation, reorganization and dissolution of the business.

Article 2. The object to apply the applicable object of this Decree include: 1. limited liability companies, joint stock companies, partnerships and private enterprises, including limited liability companies, joint stock companies are switching from 100% state capital business, the business of party organizations and of the political-social organizations , business venture, 100% foreign capital enterprise (hereinafter referred to as the enterprise);

2. Business venture, 100% foreign-owned businesses do not register under Decree No. 103/2006/ND-CP dated 21 September 2006 from the Government regulation on the registration, conversion and change of registered investment certificates of the enterprises with foreign investment under the provisions of the law on business and investment law (hereinafter referred to as the Decree No. 101/2006/ ND-CP);

3. Business households;

4. Organizations and individuals concerning the establishment, organization and management of activities, reorganization and dissolution of the business.

Article 3. Application of business law, international treaties and related legislation 1. The establishment, organization, management and operation of business apply according to the regulations of the corporate law; except in the cases specified in paragraphs 2 and 3 of this article.

2. in case of the international treaties to which the Socialist Republic of Vietnam is a member otherwise stated on record, sequence, procedure and conditions for establishment, registration, ownership structure and business autonomy shall apply according to the provisions of international treaties.

3. where there is no difference between the regulations of the corporate law and the law on the following about the profile, sequence, procedure and conditions of establishment, the business register; about the management structure, the authority of the body corporate, internal management autonomy, business restructuring and dissolution of business shall apply in accordance with the law.

a law on credit institutions);

b) oil and gas Law;

c) Vietnam civil aviation Law;

d) publication Laws;

the Press Law);

e educational Law);

g) securities laws;

h) insurance business law;

I) lawyer;

k) certified Law;

l) revised and supplemented the law specified in this clause and the special law was passed by Congress after the Decree has effect.

Article 4. Party organizations, unions in the Enterprise 1. The party organizations, unions in active business in the framework of the Constitution, the law and under the Charter organization.

2. respecting the business and created favorable conditions for the propagation, establishing the party organizations, unions at enterprise, the people who work in business organizations.

3. enterprises create favorable conditions of the facilities, the time and the other necessary conditions to members of the party organizations, unions worked in the enterprise performs full living mode according to the statutes and rules of the organization.

Article 5. Capital contribution by the intellectual property rights intellectual property rights used to, which includes copyright, rights related to copyright, industrial property rights, rights to plant varieties and other intellectual property rights under the provisions of intellectual property law. Only individuals, organized as the owner for the right to speak on the new has the right to use the assets to capital contribution. The Ministry of Finance shall guide the pricing of capital contribution by intellectual property rights.

Article 6. Charter capital of the company and the number of shares is entitled to release the company's 1. Charter capital of limited liability company, two or more members is the total value of the shares by the members who have contributed or pledged to contribute in a specific deadline and has to be written to the Charter company.

2. the Charter capital of a limited liability company membership is the total value of capital by owners have contributed or pledged to contribute in a specific deadline and has to be written to the Charter company.

3. The time limit for that Member, the owner company to donate enough amount of capital has pledged on capital as defined in items 1 and 2 of this not so, 36, from the date of the registration certificate to be issued business or additional registration certificates, membership changes.

4. the Charter capital of a joint stock company is the total number of shares par value was released. The number of shares issued is the number of shares that the shareholder has to pay enough for the company. At the time of business registration business establishment, capital of a joint stock company is the total value of the face value of the shares by the shareholders and other common shareholders subscribed to buy and be recorded in the company Charter; the number of shares to be paid in full within a period of 90 days from the date of certificate of registration of business.

5. The number of shares is entitled to the company's release of shares is the number of shares that the shareholder General Assembly decision will release to raise more capital. The number of shares to be issued by the power company at the time of registration is the total number of shares by the shareholders and other common shareholders subscribed to buy at the time of business registration and the number of shares will release more within a period of 3 years, since being granted a certificate of registration of business and are recorded in the company Charter.

Article 7. Forbidden lines of business 1. Category lines of business include: banning a) business arms, equipment, techniques, equipment, specialized military vehicles, public safety; ammunition (including badges, insignia, badges of the British army, police), the use of the armed forces; components, spare parts, supplies and special equipment, specialized manufacturing technology;

b) drugs business types;

c) table 1 chemical business (according to international treaties);

d) business reactionary cultural products, depraved, superstitious or harmful to aesthetic education, personality;

DD) business of artillery;

e) trading toys, dangerous games, toys, and games are harmful to human health and education of children or to the security, safety and order of society;

g) sales of plants, wildlife, including organisms and parts of them have been processed, the list of international treaties to which Vietnam is a member of regulation and the types of plants, rare animals in the category of exploitation, prohibition of use;

h) prostitution business, organized prostitution, sale;

I) business service organization of gambling, unauthorized silver holders in any form;

k) business secret investigation violated the interests of the State, the legitimate rights and interests of citizens and organizations;

l business brokerage services) married foreign element;

m) business brokerage services get parents, adoption, adoption to have foreign elements;

n) trading of imported scrap polluting the environment;

o) trading of products, goods and equipment of prohibited circulation, all use or unauthorized circulation and/or use in Vietnam;

p) The prohibition to other business lines are defined in the laws, ordinances and decrees.

2. The business lines defined in paragraph 1 of this article in some special cases apply according to the provisions of the law, decree or Ordinance related majors.

Article 8. Lines of business conditions and business conditions 1. Lines of business conditions and business conditions imposed under the provisions of the law, Ordinance, decree or specialisation relevant decision of Prime Minister (hereinafter referred to as specialized law).

2. Business conditions are shown below the form: a) business license;

b) certificate of the eligible business;

c) practice;

d) certified professional liability insurance;

capital confirmation);

e) acceptance of competent State agencies;

g) other requirements that businesses have to make or to have been the right business lines without confirmation, approval of any kind by the competent State bodies.

3. The rules on the type of industry, business conditions and business conditions for the industry, the profession that in the legal texts other than the type of legal text had stated in paragraph 1 of this article are without effect.

Article 9. Business lines must have the certificate of practice 1. The certificate of practice prescribed in clause 2 article 7 of business law is the text that the competent State agencies of Vietnam or professional associations are State-level authorization for individuals who have sufficient expertise and experience on a certain lines.

Practising certificate issued abroad has no effect in Vietnam, except in the case of specialized laws or international treaties to which Vietnam is a member otherwise.

2. business lines must have the certificate of practice and the conditions of the corresponding professional level applied under the provisions of the law of the relevant professions.

3. for the business lines must have a certificate of practice under the provisions of the law, the registration of business or registered additional business lines, which must follow the rules below: a) for business lines that the law requires Corporate Director or the head of a business establishment must have the certificate of practice , Director of the business or the head of a business establishment must have the certificate of practice.

b) for business lines that law require directors and others must have the certificate of practice, Director of the business and at least one professional officers under the provisions of the law that disciplines must have certificates of practice.


c) for business lines that the law does not require the directors or heads of business establishments must have a certificate of practice, at least one professional officers under the provisions of the law that disciplines must have certificates of practice.

Article 10. Business lines must have capital of 1. Business lines must have capital, specifically capital levels, the competent authority of the State management of capital, the Agency, the competent organization to confirm the legal capital, profile, the conditions and manner of capital verification applied under the provisions of the law.

2. The Chairman of the Board of directors or President of the company and the directors (General Director) for a limited liability company, Chairman of the Board and Executive Director (ceo) for the company, all the members of partnership for companies and owners of private enterprises for private enterprises must take responsibility for the integrity and accuracy of which was confirmed as the capital when establishing the business. The enterprise has the obligation to ensure the level of capital not lower than the actual level of capital was confirmed in all the process operations of the business.

3. for registration established business lines must have capital, in business registration records must contain more confirming of the Agency, the competent organization to confirm the legal capital. Who directly endorsed capital together jointly take responsibility for the accuracy and honesty of the capital at the time of confirmation.

4. for additional subscription business lines must have legal capital is not required to have further confirmed by the Agency, the competent organization confirmed capital if the equity in the property table of the enterprise at the time not more than 3 months from the date of filing, greater than or equal to the level of regulatory capital.

Article 11. Business registration rights and the conduct of business activities 1. The enterprise has the right business registration active and business activities, do not need to ask permission, approval, consult your state management agency if that business lines: a) not belonging to the forbidden lines of business;

b) not belonging to the business lines have the conditions prescribed by the law.

2. for business lines business condition is entitled to the business lines that since have qualified under the rules.

If enterprises conduct business when not eligible according to the rules, the Chairman of the Board of directors or President of the company and the directors (General Director) for a limited liability company, Chairman of the Board and Executive Director (ceo) for the company, all the members of partnership for companies and owners of private enterprises for private business must jointly responsible before the law about that business.

3. Except in the case of international treaties to which Vietnam is a member or the specialized law otherwise, enterprises established in Vietnam are owned by foreign investors to no more than 49% of the capital is applied to conditions of investment business as for domestic investors.

4. Except in the case of international treaties to which Vietnam is a member or the specialized law otherwise, enterprises established in Vietnam are owned by foreign investors on the 49% capital investment conditions are applied, as business for foreign investors.

5. Ownership according to the provisions in clause 3 and 4 of this Article are applied during the investment implementation business trading in the relevant field.

Article 12. The right to establish enterprises 1. All the institutions are legal entities, including enterprises with foreign investment capital in Vietnam, regardless of where the registered address of the headquarter and all individuals irrespective of their place of residence and nationality, if not subject to the provisions in paragraph 2 of article 13 business law , all have the right to establish, join established business in Vietnam according to the regulations of the corporate law.

2. Every individual is entitled to subscribe only to establish a private business or a household or business partnership membership of a company, except in the case of partnership members have other agreements. Individual owners of private businesses or households, personal or business partnership members have the right to establish, join established a limited liability company, limited liability company, two members, a joint stock company.

3. institutional investors, foreign individuals established the first business in Vietnam made registration of investment associated with the establishment of the economic organizations under the provisions of the law on investment. In this case the enterprise is granted investment certificates at the same time as the business registration certificate.

4. Enterprise with foreign capital established in Vietnam plan to establish new business in Vietnam follow the following rules: a) the new business case due to the businesses have on 49% is owned by foreign investors who establish or join a start-up investment projects and perform registration of investments tied to the establishing economic organizations under the provisions of the law on investment. In this case, the enterprise was granted investment certificates at the same time as the business registration certificate.

b) new business case due to the businesses have no more than 49% of the capital is owned by the foreign investor to establish, participate in the establishment, the establishment of enterprises in accordance with the corporate law. The registration of the investment in this case applied the corresponding regulations for investment projects in the country.

Article 13. Capital contribution, stock purchase rights 1. All the institutions are legal entities, including enterprises with foreign investment, irrespective of the place where the registered office and all individuals irrespective of nationality and place of residence, if not subject to the provisions of paragraph 4 of article 13 business law are rights which , buy shares with unlimited levels in the enterprise according to the regulations of the corporate law, except in the following cases: a) the rate of ownership of foreign investors in listed companies made under the provisions of the law on securities;

b) owned by foreign investors in the special case of applying the provisions of the laws stated in paragraph 3 of article 3 of this Decree and the legal provisions of other relevant majors;

c) ownership of a foreign investor in the business 100% state capital shares or convertible owned by other forms follow the laws on privatization and enterprise switch 100% state capital;

d) ownership of foreign investors in the enterprise business services apply according to the schedule of specific commitments on trade in services (annex WTO Protocol of Vietnam).

2. foreign investors capital contribution made to the limited liability company or receive transfer of shares of the members or of the owner of the company according to the regulations on capital contribution or the transfer of shares and registered members change according to the regulations of the corporate law and related laws.

The registration of membership changes for the company was granted the certificate of the investment made in the competent State agencies manage about investing.

The registration of membership changes in other cases done at the business registration agency.

3. foreign investors to buy new shares issued, assignee of shares according to the regulation on purchase of shares, transfer of shares and the shareholder registration or implementation of registration change of shareholders according to the respective regulations of the corporate law and related laws.

The case received equity stakes of shareholders stipulated in paragraph 3 Article 84 or receive transfer of shares of shareholders stipulated in clause 5 Article 84 of business law, must register the change of shareholders under the provisions of the law on enterprises in the business registration agency or competent State agencies manage about investing.

Article 14. Prohibits State agencies, units of the people's armed forces use of capital, property of the State to the capital contribution, purchase of shares and formed to profit private businesses 1. Prohibits State agencies, units of the people's armed forces of using the property of the State and public funds to established businesses, raising capital and buy shares of the business to profit for the Agency.

2. The property of the State and public funds provided for in this Article include: a) the property purchased by the State budget and a capital budget of State origin;

b) funds granted from the State budget;

c) land was assigned to use to perform the functions and duties in accordance with the law;

d property and other income) generated from the use of the assets and funds.

DD) funds are financed by Governments, organizations and individuals.

3. Profit for the Agency, his unit is the use of any form of income from business activities, from which buy shares on at least one of the following purposes: a) divided into any form for some or all of the officers, the staff of the Agency Unit;

b) added to the operational budget of the Agency, contrary to the provisions of the law on the State budget;

c) additional funds or Foundation serve the private interests of the Agency, the unit.

Article 15. Additional instructions about the Director (ceo) and member of the Management Board 1. Director (ceo) stock company, limited liability company, two members must have the following conditions and criteria: a) Have full capacity for civil acts and not subject to banned founded and managed the business specified in item 2 of article 13 business law;


b) shareholders as individuals possessing at least 5% of the common shares (for the company), individual member owns at least 10% of the capital (for limited liability companies) or someone else must have qualifications or practical experience in business administration or in the industry the main business of the company.

Case the Charter company of the standard rules and other conditions with criteria and conditions defined in this point shall apply the standards and conditions prescribed by the company Charter;

c) for a subsidiary of the company shares, the shares of the State constitute over 50% of the Charter capital, in addition to the criteria and conditions defined in the point a and b of this paragraph, the Director (ceo) of the company is not your wife or husband, father, mother, father, foster mother , children, adopted children or siblings, brother of company managers and the representative of the State stake in the subsidiary.

2. The Director (ceo) limited liability company a member organization must have the following conditions and criteria: a) Have full capacity for civil acts and not subject to banned founded and managed the business specified in item 2 of article 13 business law;

b) has the expertise, the corresponding practical experience in business administration or in the lines of business of the company, unless the company Charter provisions;

c) where the owner of the company is the State agency or business for more than 50% State owned, in addition to the criteria and conditions defined in the point a and b of this paragraph, Director (General Manager) is not your wife or husband, father, father, mother, mothers, children, adopted children or you , siblings of the head, deputies of the heads of State agencies and representatives of the State stake in that company.

3. members of the Board of joint stock companies must have the following conditions and criteria: a) Have full capacity for civil acts, not subject banned founded and managed the business specified in item 2 of article 13 business law;

b) shareholders as individuals possessing at least 5% of the total number of common shares or shareholders owning less than 5% of the total number of shares, shareholders who are not, they must have expertise or experience in business management or in the main business lines of the company.

Case the Charter company of the standard rules and other conditions with criteria and conditions defined in this point shall apply the standards and conditions prescribed by the company Charter.

4. If the Charter company does not otherwise specified, the President of the Council members, the President of the company, the Chairman of the Board and Executive Director (ceo) of a company can cum Chairman of the Council members, the President of the company, the Chairman of the management board or the Director (ceo) of the company except where the Director (ceo) company shares are not at the same time the Director (ceo) of other companies according to item 2 Article 116 of the law on business.

Article 16. Authorized by the legal representative of the Enterprise 1. Legal representative of the enterprise must reside in Vietnam; the case is absent in Vietnam on 30 October, the authorization must be in writing to other people to make the right and duty of the legal representative of the enterprise.

2. in case of expiry of authorization that the legal representative of the enterprise has not yet returned to Vietnam and have no other authorization then done according to the following rules: a) the person authorized to continue to implement the rights and obligations of the legal representative of private business in the scope have been authorized until the legal representative of the business back to work in the enterprise;

b) Who are authorized to continue to implement the rights and obligations of the legal representative of the limited liability company, joint stock company, partnerships in the range have been authorized until the legal representative of the company go back to work at the company or until Council members , the owner of the company, the Board, Board member companies sent others to do the legal representative of the enterprise.

3. in case of absence in Vietnam more than 30 days without authorization for someone else perform the rights and duties of the legal representative of the enterprise, the Board Member, the owner of the company, the Board, Board member companies sent others to do the legal representative of the company.

Article 17. Establishment of branches, representative offices of business for foreign-invested enterprises with foreign investment established by investment law and business law or registered conversion under the provisions of the law have the right to establish branches and representative offices outside Headquarters. The establishment of the branch is not necessarily attached to or concurrently with the implementation of the procedure prescribed by the law on investment. Record, process and procedure for registration of branches and representative offices follow the respective regulations of the corporate law and the registration of branches, representative offices are made in the competent State agencies manage about investing.

Article 18. Capital contribution made and the rights, obligations related to the capital contribution into limited liability company two members.

1. members shall contribute to the full capital, progress has been committed in the Member list. If the work had been made more than once, the last capital contribution deadline of each Member does not exceed 36 months from the date the company was granted the certificate of registration or a certificate of additional registration, membership changes and each time, which members are issued a digital certificate which has been contributed by times that capital contribution.

2. within 15 days after each batch, which according to the commitment, the legal representative of the company must report the results of progress capital contribution to the business registration agency.

Representative case law does not announce results progress capital contribution as Chairman of the Board members or directors (General Director) or member owns shares in the company have the right to the name of the company made progress report results.

3. Within the time limit has not contributed enough capital according to the commitment, the number of voting members and is divided into the return corresponds to the actual amount of capital contribution rate, unless the Charter company.

4. After the last contribution commitment period which still have capital contribution yet members have committed to donate, members have not had in the company according to the commitment, of course, is no longer a member of the company and do not have the right to assign the rights which it to others; yet capital contributions are processed according to the provisions in clause 5 of this Article.

5. within 90 days from the date of the last capital contribution commitments, amount of capital has not contributed enough are processed in the order of priority is as follows: a) The remaining members get partial or the entire amount of capital has not contributed in proportion to the number of which had contributed to the company;

b) of one or several members get enough amount of capital has not contributed;

c) mobilize more others donate enough amount of capital has not yet contributed.

6. within 15 days from the date of the end of the 90-day time limit prescribed in paragraph 5 of this article, the representative under the law of the company shall report the results of progress capital contribution and registration of changes of company members. The registration profile to change membership in this case include: a) the paper proposed the registration of membership changes;

b) reported the results of progress capital contribution or a copy, certified by the company, the certificate of the shares of members;

c) list of members.

7. within 10 working days, from receipt of application prescribed in this paragraph, the business registration agency must make registration and subscription level membership changes for the company.

The case of a member or member's authorized representative does not sign in the list of members specified in point c of paragraph 6 of this article, the business registration agency announcements list to the relevant Member and ask them to confirm in writing about the amount of capital has his contribution within 15 days from the date of receipt of the notice. The notice must be delivered by ensuring relevant members receive that message. So the time limit above which does not receive confirmation in writing of the relevant members, the business registration agency registered members change at the request of the company. Case members do not sign the list of members who have confirmed in writing the number of objections which are recorded in the members list, the business registration agency refused to grant the registration of membership changes.

8. in case of real capital contribution made under clause 5 this is still lower than the total amount of capital committed to contribute to the business registration agency, registered capital has contributed is the capital of the company when making registration changes to members of the company as defined in paragraph 6 of this Article; the members have not contributed enough capital according to commitment to jointly bear responsibility equivalent to a capital contribution yet about the debt and other financial obligations of the firm incurred before the registration of the change of members under paragraph 6 of this Article.

9. the business register has the right to check the results of progress, which at the request of one or several members owning shares of at least 25% of the Charter capital of the company. Test results progress capital contribution of the business register is used to determine the number of voting slips and divides profit according to the provisions in paragraph 3 of this article and establish the registration profile to change member as defined in clause 6.

Article 19. Rights of members for the President of the Council members, the Director (ceo) 1. Members have the right to themselves or on behalf of the company to sue for civil liability for the President of the Council members, directors (General Director) in the following cases:


a) Chairman of the Board members, the Managing Director (ceo) not done properly the rights and duties; not done, perform incomplete, untimely decision of Council members; exercise their rights and duties are contrary to the provisions of the law or the company Charter;

b) Chairman of the Board members, the Managing Director (ceo) has used the information, recipes, company's business opportunity to own self-interest or serve the interests of the Organization, the other individual;

c) Chairman of the Board members, the Managing Director (ceo) had abused its position, and the company's assets to a private benefit or serve the interests of the Organization, the other individual;

d) other circumstances as stipulated by law and Charter company.

2. The order and procedure for claims made under the respective provisions of the law on civil procedure.

Article 20. Additional instructions on some of the rights and obligations of members of limited liability companies 1. Individual cases are members of limited liability companies in custody, detention, sentenced to prison or be deprived of the rights court practice because the crime of smuggling, making counterfeiting, unauthorized trading, tax evasion, cheating customers and other crimes under the provisions of the law that authorized for members, other participants of the Council members manage the company.

2. for limited liability company has two members, if any members are individuals who represent the company's legal custody, detention, escaped from the residence, is lost or is limited capacity for civil acts or be deprived of the rights court practice because of the crimes of smuggling , doing unauthorized trading, counterfeiting, tax evasion, cheating customers and other crimes under the provisions of the law, the remaining members, of course, legal representative of the company until a new decision of the Council members on the legal representative of the company.

3. in case the company is not buying back shares, not payment shares are acquired or not the agreement is about the price of buying back shares as stipulated in article 43 of the law on enterprises, members asked to buy back company has the right to transfer shares to another person. In this case, the assignment is not required to comply with the provisions of article 44 of the law on business.

Article 21. Signature of members, members of the representative Council of members meeting minutes 1. According to the provisions in point c Article 2 clause 53 of business law, all members, who represented members must sign the minutes of the meeting of the Council members. The case of the Member Council resolution has been passed in accordance with the provisions of articles 51 and 52 of the law on business, but the members or representatives of minority members refused to sign the minutes of the meeting of the Council members then signed to confirm the attendance of their meetings is considered a signature at the Council of members meeting minutes.

2. Paragraph 1 of this article also apply similarly to the signature of members of the Management Board of the company specified in point 1 article 113 paragraph i of business law.

Article 22. Authorized representative of participant Board members or shareholders meeting part 1. If the Charter company does other regulations: a) is a member organization of the limited liability company has owned for at least 35% of the Charter capital is election authority not more than three persons authorized representatives involved Board Member;

b) organization is the Corporation had shareholders owning at least 10% of the total number of common shares accepted up to three attendees of the meeting of the General Assembly of shareholders.

2. The number of members of the Board members of a limited liability company membership is held by the owner of the company decision.

Article 23. Shareholders 1. Shareholders who contribute equity, participation, through the building and sign a first Charter of the company.

2. the newly established Corporation must have at least three shareholders; the company shares are converted from the business 100% state capital or from the limited liability company or be divided, split, merge, merged from other joint stock company does not necessarily have shareholders.

In case there is no shareholders, the Charter company in business registration documents must be signed by the legal representative or the common shareholders of that company.

3. The founding shareholders must register together buy at least 20% of the total number of common shares is entitled to release at the time of registration. Founders and shareholders at the time of registration must pay the full number of shares registered to buy within 90 days from the day the company was granted the certificate of business registration. In this period, the number of shareholders voting is calculated according to the number of common shares to be registered.

4. Within 15 days from the last day shareholders stipulated in paragraph 3 of this article are fully paid registered shares are purchased, the company must announce the results registered equity contribution to the business registration agency.

5. in case of payment not enough shareholders number of shares registered to buy within 90 days from when the company was granted the certificate of registration shall follow the following rules: a) the unpaid shareholder number of shares registered the purchase will of course no longer be shareholders of the company and the non-transferable right to buy that stake for others;

b) shareholders only paid part of the registered stock buying will have the right to vote, receive benefits and other rights corresponding to the number of shares already paid; not be entitled to transfer the right to buy the number of shares outstanding to others;

c) where the payment is not enough shareholders number of shares registered to buy the remaining stake, are processed according to the provisions in paragraph 3 to article 84 of the enterprise law within a period of 90 days from the date of last payment is enough shareholders number of shares registered to buy; at the same time, the company must register the change of shareholders according to the provisions in paragraph 6 of this Article.

6. The company must register the change of shareholders of 7 working days from the date of the end of the 90-day time limit specified in point c paragraph 5 of this Article. The registration profile to change the founding shareholders include: a) the paper suggested the sign change shareholders;

b) copies the registry of shareholders of the company;

c) additional list, modify the founding shareholders.

Within 5 working days from the date of receiving the application, the business registration agency made sign change shareholders.

7. Case of shareholders authorized representatives, shareholders do not sign the additional list, modify the founding shareholders, the business registration agency announced additional list, modify the founders to the relevant shareholders and ask them to confirm the accuracy of the number of shares already paid in 15 days from the date of the notice. The notice must be delivered by ensuring to the relevant shareholders to receive that message.

After 15 days it comes on without receive confirmation in writing of shareholders involved, the business registration agency made the change registered shareholders at the request of the company. The case concerned shareholders objected in writing on the accuracy of the content of the list of shareholders, the business registration agency refused to register the change of shareholders.

8. the business register has the right to check the results of equity contribution at the request of one or a group of shareholders owning at least 10% of the Charter capital of the company. Test results the equity contribution was used to created the registry of shareholders, make a list of shareholders, the stock level for the shareholders and other necessary paper records of the company.

9. After 3 years from the date the certification was registered first business, if the number of shares to be issued rights prescribed in paragraph 4 to article 84 of the business law was not sold out, the company must register the reduction of capital be released right on par with the number of shares already issued. Joint stock companies are not increasing the number of shares is entitled to release when the number of shares we have not yet sold out.

10. Limiting the transfer of shares of shareholders stipulated in clause 5 Article 84 of business law apply only with respect to the number of shares registered at the time of purchase to register first and business have within a period of 90 days from the date of certificate of registration of business.

Article 24. Selling of shares 1. Company made offered for sale of shares in one of the following methods: a) through mass media, including the internet;

b) selling for from a hundred or more investors, excluding professional stock investors;

c) offered to a number of investors are not identified;

d) offered for sale for under a hundred investors have been identified.

2. Profile, sequence, procedure and conditions of selling of shares made under the relevant provisions of the law on securities.

3. after the selling of shares, company registration capital according to the regulations of the corporate law and Decree No. 43/2010/ND-CP dated 15 April 2010 the Government registration of the business.

Article 25. The right to sue for the members of the Board, the directors (General Director) 1. Shareholders, shareholder group that owns at least 1% of the common shares within a period of 12 consecutive months have the right to request control board claims liabilities for members of the Management Board, Director (General Manager) in the following cases: a) the members of the Management Board , Director (General Manager) is not done properly the rights and duties; not done, perform incomplete, untimely decision of the Board; exercise their rights and duties contrary to provisions of the law, Charter companies or resolutions of the General Assembly of shareholders;

b) members of the Management Board, Director (General Manager) has used the information, recipes, company's business opportunity to own self-interest or serve the interests of the Organization, the other individual;


c) Member, Board of Directors (General Director) had abused its position, and the company's assets to a private benefit or serve the interests of the Organization, the other individual;

d) other circumstances as stipulated by law and Charter company.

2. Within 15 days from the date of the request initiated by the shareholders, the shareholders group specified in clause 1 of this article, the Board of supervisors to answer in writing confirm received the request to sue and to conduct the procedure initiated as required.

3. where the Control Board does not sue as required the provisions in paragraph 2 of this Article or in the company without Control Board, the shareholders, the shareholders group specified in clause 1 of this article has the right to directly sue the Board members, the Managing Director (ceo).

4. The order and procedure for claims made under the respective provisions of the law on civil procedure.

Article 26. A number of issues related to the General Assembly of shareholders 1. Shareholders may attend the General Assembly of shareholders in one of the following forms: a) directly attending shareholder General Assembly meeting;

b) Sent by mail voting guarantees to the Board at the latest 7 days before the opening of the meeting. In this case, head of the Congress tally the shareholder has the right to open the voting of shareholders;

c) authorize others to attend meeting of the General Assembly of shareholders. The shareholders case is held not to have authorized representative as defined in paragraph 3 Article 96 of the law on the authorized business of other people attended the Assembly of shareholders.

2. where the shareholders attending the meeting as the person concerned does not have the right to vote, the resolution of the general shareholders meeting on that issue adopted when at least 65% or 75% of the total votes was the corresponding voting rights as specified in points a and b of paragraph 3 to article 104 of the law business.

Article 27. The effect of the resolution, the decision of the general shareholders meeting, Board Member, the Board 1. If the Charter company does other regulations, resolutions and decisions of the General Assembly of shareholders, Board members, the Board has effect from the day was through, or from the effective date specified in the resolution, that decision.

2. Case of shareholders, the shareholder group, the members of the Board members or Board members asked to sue or suing directly for resolution, the decision was adopted, the resolution, the decision was to sue continues to be enforced until the Court or arbitrator has decided otherwise.

Article 28. Publicly the persons concerned and of their transactions with the company If the Charter company does not otherwise specified, the publicity turned the people involved and their transactions with the company follow the following rules: 1. The company must set and updated list of the persons concerned of the company as defined in paragraph 4 of Article 17 of law Businesses and their respective transactions with the company; This list must be kept at the Head Office of the company; case of need can keep part or all of the contents in the list above in the branch of the company;

2. All the shareholders, managers, members of the Board of control of the company and who their authorized representative has the right to view, extract and copy part or all of the contents of the list comes on during working hours.

3. The company must create conditions to those stated in clause 2 of this approach, see, excerpts and copies the list of relevant companies and other content quickly, the most favorable. No one has the right to prevent, difficult for them in the implementation of the right to access to information specified in paragraph 2 of this Article.

Article 29. The overwhelming vote of votes 1. The method of projecting the vote specified in point c of paragraph 3 to article 104 of business law are applicable to all joint-stock companies, including listed companies, except in the case of securities legislation have provisions.

2. Before and during the meeting of the General Assembly of shareholders, the shareholders have the right to group together to nominate and vote for the mighty in their nominations.

3. The number of candidates that each group has the right to nominate depends on the number of candidates due to the Congress decision and shares ownership of each group. If the Charter company does other regulations or General Assembly of shareholders no other decision, the number of candidates that the Group has the right to nominate as follows: a) shareholders, shareholder group owns from 10% to below 20% of the total number of voting shares was nominated for a maximum of one candidate;

b) shareholders, shareholder group owning from 20% to below 30% of the total number of voting shares was nominated for a maximum of two candidates;

c) shareholders, shareholder group owns from 30% to 40% of the total number of voting shares was nominated for a maximum of three candidates;

d) shareholders, shareholder ownership group from 40% to under 50% of the total voting shares be nominated up to four candidates;

DD) shareholders, shareholder group owns from 50% to below 60% of the total voting shares be nominated up to five candidates;

e) shareholders, shareholder group owns from 60% to below 70% of the total voting shares be nominated up to six candidates;

g) shareholders, shareholder group owns 70% to below 80% of the total voting shares be nominated up to seven candidates;

h) shareholders, shareholder group owns 80% to under 90% of the total voting shares be nominated up to eight candidates.

The case of the number of candidates who are shareholders, shareholder groups lower than the nomination of candidates that they are entitled to nominate, the remaining candidates by the Board or supervisory board or other shareholders nominated.

4. The election of members of the management board or supervisory board members is determined by the number of votes counted from parity, started from candidates having the highest number of votes until the number of members provided for in the company Charter. Cases from the two candidates over reaching the same number of votes as each other for the last member of the management board or supervisory board shall proceed to elect again among the candidates have equal vote number or choose according to the election rules or criteria Charter company.

Article 30. Additional instructions regarding the meetings of the Management Board 1. The meeting of the Board following the first summons to be conducted when there from three quarters of the total number of members attended the meeting.

2. in case of a meeting convened under paragraph 1 of this regulation are not sufficient number of members under the rules shall be summoned for a second time within 15 days from the date of intended first meeting. In this case, the meeting was conducted if more than half of the members of the Board attended the meeting.

Article 31. Convert the limited liability company to a member of the limited liability company two members 1. The conversion of limited liability company, 100% State-owned limited liability company two members or more are made according to the Government's own rules.

2. limited liability company a member (except in the case specified in clause 1 of this article) be converted to a limited liability company, two members when the owner of the company has enough capital into the company as was committed. The company be converted according to the following method: a) the owner of the company, for the transfer, donate a portion of his ownership in the company to one or several of the others;

b) the company mobilized more capital contributions from one or several others.

Value shares are transferable, give, donate or obtain corresponding to how the aforementioned conversion must follow the market price, the price is determined according to the method of assets, discount cash flow method or other methods.

3. Within 15 working days from the date of transfer of company owners, for, donated a portion of his ownership in the company to one or several other persons or companies mobilize more capital or capital contributions from a commitment or some other person, the company submitted the application or switch in the business registration agency or competent State agencies investment management has investment certificates. Profile conversion procedure sequence, follow the corresponding provisions of Decree No. 43/2010/ND-CP dated 15 April 2010 the Government registration of the business.

Within 5 working days from the date of receipt of the switch, the business registration agency or State Agency investment management authorities back the certificate of registration or certificate of the corresponding investment.

4. conversion company naturally inherit the whole of the rights and legitimate interests, responsibility for the debts, including labor contracts, tax debts and other obligations of the company to be converted.

5. within 7 working days from the date of certificate of registration of business or investment certificates stipulated in paragraph 3 of this article, the business registration agency or State agency authorized to manage investment must notify the relevant State agencies as prescribed in article 27 paragraph 1 of the law; at the same time delete the name of the company was transformed in the registry business.

Article 32. Convert a joint stock company or limited liability company, two members into limited liability company a member 1. A joint stock company or limited liability company, two members or more can convert into a limited liability company members according to the following method: a) A stockholder or member receiving the transfer of shares, the shares of all of the shareholders, the remaining members;

b) A stockholder or member is the entity receiving the capital contribution by the whole shares or shares of all of the shareholders, the remaining members;

c) an organization or individual not the members or shareholders receiving the transfer or receive capital contributions by the entire number of shares or the shares of all shareholders or members of the company.


2. The transfer or receive capital contribution invested in shares, shares prescribed in paragraph 1 of this article must follow the market price, the price is determined according to the method of assets, discount cash flow method or other methods.

3. Within 15 working days from the date of a shareholder or a member's assignee as defined in point a, paragraph 1 of this article or get investment capital contribution specified in point b of paragraph 1 of this article or the other one assignee or receive donations of capital specified in point c of paragraph 1 of this article the company, sending or filing of conversion in the business registry where businesses have registered or competent State agencies manage about investing have investment certificates. Convert records made under the provisions of Decree No. 43/2010/ND-CP dated 15 April 2010 the Government registration of the business.

Within 5 working days from the date of receipt of the switch, the business registration agency or competent State agencies manage about investment grade back business registration certificate or certificate of investment.

4. conversion company naturally inherit the whole of the rights and legitimate interests, responsibility for the debts, including labor contracts, tax debts and other obligations of the company to be converted.

5. within 7 working days from the date of certificate of registration of business or investment certificates stipulated in paragraph 3 of this article, the business registration agency or State agency authorized to manage investment must notify the relevant State agencies as prescribed in article 27 paragraph 1 of the law; at the same time delete the name of the company was transformed in the registry business.

Article 33. Converted limited liability company into a joint stock company 1. For limited liability company, 100% state capital to convert into a joint stock company shall follow the provisions of the law on the transfer of State-owned companies into joint stock companies.

2. limited liability company can be transformed into a joint stock company according to the following method: a) converted into joint stock companies which do not obtain the same equity contribution for others, do not sell the shares available to others;

b) converted into a joint stock company incorporated with the securities offered to the public;

c) converted to stock companies associated with selling the shares for less than 100 investors have identified.

3. for limited liability companies to convert into stock companies by selling stock to the public, then the conversion conditions, sequence, procedure and conditions of the securities offered for sale made under the provisions of the law on securities.

4. within 10 working days from the date of receipt of the switch, the business registration agency or State Agency investment management level enterprise registration certificate or certificate of the corresponding investment; at the same time, revoking the certificate of business registration, investment certificates granted for the company to be converted. Convert records made under the provisions of Decree No. 43/2010/ND-CP dated 15 April 2010 the Government registration of the business.

5. conversion company naturally inherit the whole of the rights and legitimate interests, responsibility for the debts, including labor contracts, tax debts and other obligations of the company to be converted.

6. within 7 working days from the date of certificate of registration of business or investment certificate prescribed in paragraph 4 of this article, the business registration agency or State agency authorized to manage investment must notify the relevant State agencies as prescribed in article 27 paragraph 1 of the law; at the same time delete the name of the company was transformed in the registry business.

Article 34. The content of the paper suggest a conversion proposal Paper conversion rules in articles 31, 32 and 33 of this decree a minimum must have the following: 1. The name of the company be converted;

2. Company name switch (if the company intends to change the name when conversion);

3. head office address, phone number, fax number, address, electronic mail transaction (if any);

4. Lines of business;

5. the current capital and capital after the mobilization of more equity, or shares;

6. Form conversion;

7. Full name, permanent address, number of the identity card, or passport number of the representative under the law of the company;  

8. Other contents prescribed in paragraphs 5 and 6 of article 21 of law business.

Article 35. Content of the business registration certificate or registration of business content in the investment certificates applicable to the case of conversion of business registration certificate for the company under the provisions of the transition article 31, 32 and 33 of this Decree has the following principal contents : 1. The name of the company was the transition, and on the registration certificate or certificate of business investment, the capital;

2. Company name switch, and on the registration certificate or business certificate of investing;

3. Address of head office, branches, representative offices; phone number, fax number and electronic mail address of the transaction (if any) of the company switch;

4. Capital the company's conversion to limited liability companies, the number of shares and the value of shares sold, the number of shares to be offered for sale rights against the company;

5. business lines;

6. the full name, permanent address or registered address staying (for foreigners), nationality, identity card number, passport (for foreigner) or other legal personal certificate of legal representative of the company;

7. Other contents prescribed in paragraph 3 article 25 of the law on business.

Article 36. Transformation of private enterprises into limited liability companies 1. Private enterprise can transform into a limited liability company according to the decision of the private business owners if the following conditions: a) has enough of the conditions specified in article 24 of the law on enterprises;

b) private business owners to be the owner of the company (for the case of conversion into a limited liability company membership is personal) or members (for the case of conversion into a limited liability company, two members);

c) private business owners committed to writing personal responsibility by the whole of its assets for all of the outstanding debt of the private business and is committed to full debt payment when due;

d) private business owners have written agreements with the parties of the contract not yet liquidated about limited liability company be converted to receive and perform the contract;

private business owner) committed by text or agreed in writing with members of other capital contribution of the reception and existing employers of private enterprise.

2. within 10 working days from the date of receipt, the business registration agency review and certification of registered business if there are enough of the conditions specified in paragraph 1 of this article. The case refused to answer in writing, stating the reason and guide these requests need additional amendments. Conversion profiles follow the corresponding provisions in Decree No. 43/2010/ND-CP dated 15 April 2010 the Government registration of the business.

3. within 7 working days from the date of certificate of registration prescribed in paragraph 2 of this article, the business registration agency or State agency authorized to manage investment must notify the relevant State agencies as prescribed in article 27 paragraph 1 of the law; at the same time delete the name of the private businesses have converted in the registry business.

Article 37. Business venture, 100% foreign-owned businesses have yet to re-register under Decree No. 103/2006/ND-CP of the Government 1. The Organization of the internal management and operations of the business conducted under the provisions of the Charter; Charter cases not specified shall apply according to the respective regulations of the corporate law and the enforcement Guide text.

2. the respective rights and obligations under the provisions of the Investment Law, Business Law and other related laws in performing business activities within the scope of the industry, the profession has been recorded in the investment license.

Article 38. Additional instructions about corporations 1. The economic group include the Group of large-scale companies, have independent legal personality, formed on the basis of the set, the link through investments, raising capital, merger, acquisition, reorganization or other links forms; sticking together on the long term economic benefits, technology, markets and the other business service forms the business combination from two business level and above in the form of the parent company-subsidiary.

2. Corporations do not have legal personality, does not have to register under the provisions of the law on business enterprises. The Organization of activities by companies established corporations negotiate to decide.

3. The parent company was organized in the form of a joint stock company or limited liability company, meets the conditions stated in paragraph 15 of article 4 of law business. The company was organized in the form of a joint stock company or limited liability company in accordance with the corporate law or related laws.

The parent company, subsidiaries and other companies into corporations have the rights, duties, organization and management of activities consistent with the enterprise organization form in accordance with the corporate law, related laws and company regulations.

4. The term "group" can be used as an auxiliary element constitutes the name of the parent company, in accordance with the provisions from Articles 31 to 34 Articles of the law on business name business.

5. The Ministry of finance guidelines consolidated financial reports, monitoring the financial activities of corporations, of the group parent company-subsidiary corporations in the economy.


Industry guide to the monitoring of the economic group, the parent company-subsidiary corporations in the implementation of the rules on competition, restrictions against abuse of dominant market position or exclusive position abuse.

Article 39. Monitoring of the business registration agency for the order and procedure for conducting meetings and decisions of the General Assembly of shareholders 1. Shareholders, shareholder groups specified in paragraph 2 to article 79 of the enterprise law has the right to propose the business registration agency or competent State bodies of management of the investment process, monitoring procedures for convening, conducting meetings and decisions of the General Assembly of shareholders because they summoned under the provisions of clause 6 of 97 the enterprise law Thing.

2. Proposals must be in writing and must at a minimum have the following principal contents: a) the name and head office address of the company;

b) and on the registration certificate of the enterprise;

c) list of shareholders, shareholder groups demanded the convening of a meeting of the General Assembly of shareholders, including the full name (for individuals), name and head office address (for legal entities), the number of common shares and on ownership and the number of registered shareholders in the register of shareholders;

d) the reason for convening the shareholders General Assembly meeting, the time and location of the meeting;

DD) signed by all shareholders, shareholder groups convene meeting; 

3. The proposal specified in paragraph 2 of this Article must be accompanied by: a) the request of the Management Board and the Supervisory Board convened meeting of shareholders General Assembly according to the provisions in point c paragraph 3 to article 97 of the law on business.

b) invited shareholders General Assembly meeting;

c) program of the meeting and the documents of the meeting.

4. the business registration agency or competent State agencies manage about investing send representatives monitoring the Assembly of shareholders if receipt of sufficient number and content at the paragraph 2 and 3 of this article at least 3 days before the meeting and shareholders, shareholder groups convene meetings have registered in the shareholder register of the company and have insufficient ownership rate as specified in paragraph 2 to article 79 of the law on business.

5. the representative of the business registration agency or competent State agencies manage about responsible investment process monitoring procedures to conduct meetings and decisions of the General Assembly of shareholders on issues in the programme of the meeting according to the regulations of the corporate law and the enforcement Guide text.

At the request of the Chairperson, the representatives of business registration agency or competent State agencies manage about investing can present Guide forms and procedures for conducting the Congress and voting, if it deems necessary.

6. A day after the closing date of the meeting the shareholders General Assembly, represented the business registration agency or State Agency investment management must have the written report on the results of monitoring the meeting, sent to the company and at the same time stored in the registration records of the company's business. The report must be identified on the legality of the order and procedure for conducting the meeting.

Article 40. Corporate dissolution 1. The business is dissolved in the cases specified in paragraph 1 to article 157 of the enterprise law, revoked the certificate of investment stipulated in article 68 of Decree 108/2006/ND-CP of September 22, 2006 the Government detailing and guiding the implementation of some articles of the law on investment or the Court declared dissolved.

2. The order and procedure of dissolution, liquidation of the property business performed as defined in the clause 1 to clause 4 Article 158 of the law on business.

3. within 7 working days from the date of the end of the dissolution of the business and pay off the debts of the business, the legal representative of the enterprise sends Enterprise dissolution profile to the business registration agency or competent State agencies manage about investing. Corporate dissolution profile specified in paragraph 5 to article 158 of the law of business include: a) the dissolution decision or the decision to revoke the certificate of registration of business, decided to withdraw investment certificates or court decision declared the dissolution of the enterprise;

b) list of creditors and debt payment, including paying off the debts on taxes and social premiums owed;

c) list of existing workers and workers rights have been resolved;

d) tax agency's certificate on the completed tax obligations;

DD) certificate of the police about the cancellation of the stamp;

e) business registration certificate or certificate of investment.

4. members of the Board of joint-stock companies, members of the Board Member limited liability company, the owner of the company, a private business owner, Director or General Manager, Partnership members responsible for the truthfulness, accuracy of records dissolved the business.

5. in case of dissolution profiles, fake, those prescribed in clause 4 of this are jointly responsible for payment of the unpaid debt, tax not remitted and the rights of workers are not yet resolved and personal responsibility before the law about the consequence arising within 3 years from the date of filing dissolution business to business registration agency or competent State agencies manage about investing.

6. The dissolution of enterprises, economic organizations are established and operate in accordance with the law specified in paragraph 3 of article 3 of this Decree shall follow the provisions of the law on specialized in it.

Article 41. Termination of affiliation 1. Branch of the business was to terminate the operation decided by the enterprise itself or by the decision to revoke the certificates of operation branch of the competent State bodies.

2. Record the termination of activity of the branch include: a) the decision of the business of the branch or cessation of the decision to revoke the certificates of the branch of competent State agencies;

b) list of creditors and unpaid debt, including arrears of tax and debt branch social premiums;

c) list of workers and the corresponding rights of workers;

d) registration activities of the branch;

DD) certificate of the police about the cancellation stamp of the branch.

3. the legal representative of the enterprise and the Branch directors were dissolved jointly responsible for the truthfulness and accuracy of active termination records branch.

4. The enterprise has the branch terminated operations is responsible for performing the contract, payment of debts, including the tax debt of the branch and continue to employers or settled enough legal rights for workers already working in the branch under the provisions of the law.

5. within 7 working days from the date of receiving the application to terminate the operation of the branch specified in paragraph 2 of this article, the business registration agency or competent State agencies manage about investing delete name branch in the registry branch.

Article 42. Effect 1. The Decree has effect as from November 15, 2010.

2. This Decree replacing Decree 139/2007/ND-CP on January 9, 2007 by Government instructions detailing the implementation of a number of articles in business law.

43 things. The Organization made the Ministers, heads of ministerial agencies, heads of government agencies, the Chairman of people's Committee of the central cities, and the applicable object of the decree is responsible for the implementation of this Decree.