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The Decree 139/2007/nd-Cp: Instructions Detailing The Implementation Of A Number Of Articles In Business Law

Original Language Title: Nghị định 139/2007/NĐ-CP: Hướng dẫn chi tiết thi hành một số điều của Luật doanh nghiệp

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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. individual 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 case prescribed in clause 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, then apply according to the provisions of international treaties.

In this case, if the bilateral commitment of other content with multilateral commitments shall apply according to the content of the commit more favorable for business and investors.

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. Forbidden lines of business listing prohibited lines of business include: 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, trafficking in women, children;

I) business service organization of gambling, Vice and silver 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 5. 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 that trades 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 that industry in the legal texts other than the type of legal text mentioned in clause 1 of this article is effective since September 1, 2008.

Article 6. Business lines must have the certificate of practice 1. Occupational certificates 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 legislation of business registration or register 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 a certificate of practice, the 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, the 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 7. 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 Director/General Manager (for limited liability companies), Chairman of the Board and the Director/General Manager (for the company), all Partnership members (for the companies) and the owners of private enterprises (for private companies) must take responsibility for the integrity and the exact number of which are confirmed as 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 the registration of business enterprises or additional registration lines must have the capital, the business register or register additional business lines must have more confirmed by the Agency, the competent organization to confirm the legal capital, except where the equity is recorded in the table summarizing the assets of the business at the time to the nearest greater or by water capital according to the regulations.

4. Who directly endorsed capital together jointly take responsibility for the accuracy and honesty of the capital at the time of confirmation.

Article 8. 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, ask the opinion of any State Agency would, 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 conditional, then business is business right lines, since there are eligible 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 Director/General Manager (for limited liability companies), Chairman of the Board and the Director/General Manager (for the company), all Partnership members (for the companies) and owner (private enterprise for private enterprise) must jointly responsible before the law about that business.

Article 9. 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 office and address in every individual, irrespective of nationality and place of residence, 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 business or individual households as members of partnerships a partnership company, except in the case of partnership members have other agreements. Individual owners of private enterprises or individual business households or individuals Partnership members have the right to establish, join established a limited liability company, limited liability company, two members, a joint stock company.

3. organizations and individuals, the first foreign investment enterprises in Vietnam are made as follows: a) business case to have the property of foreign investors more than 49% of the capital must have investment projects and perform registration of investment associated with the establishment of the 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 (hereinafter referred to as certificates of investment);

b) business case to have the property of foreign investors to no more than 49% of the Charter capital, the establishment of enterprises in accordance with the corporate law and Decree No. 88/2006/ND-CP on August 29, 2006 by the Government on business registration (hereinafter referred to as the Decree No. 88/2006/ND-CP). The registration of the investment in this case applied the corresponding regulations for investment projects in the country.

Article 10. 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 of all individuals, irrespective of nationality and place of residence, if not subject to the provisions of paragraph 4 of article 13 of law firms, have the right, which , buy shares with unlimited levels in the enterprise according to the regulations of the corporate law, except in the cases below: a) the 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 mentioned in clause 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 holdings or switch owned by other forms follow the law on holdings and convert 100% of State enterprises;

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 transfer of shares; registration and membership changes according to the regulations of the corporate law and Decree No. 88/2006/ND-CP.

The registration of membership changes for the company was granted the certificate of the investment made in State bodies competent investment manager.

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

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, execution or registration change of shareholders in the registry of shareholders under the provisions of the law on business.

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, it must register the change of shareholders under the provisions of Decree No. 88/2006/ND-CP in the business registration agency or State Agency authorised investment management all rights reserved.

Article 11. 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.

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 12. 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, then the members authorize the other person to join 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 the decision of the new Board members.

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 enterprise law, the members requested the company to buy back 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.

4. Member contributed or have had enough and on time but yet a capital as was committed shall pay the highest interest rates of commercial banks until fully committed capital contributions, unless the Charter companies have different regulations or other agreement members.

Article 13. 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 at this point, applying the standards and conditions prescribed by the company Charter;

c) for a subsidiary of the company shares, the shares of the State constitute more than 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, mom , mothers, children, adopted children or siblings, brother of company managers and the State capital in part an wild 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, then 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 Management Board and the Director/General Manager of that company can cum Chairman of the Council members, the President of the company, the Chairman of the Board or the Executive Director/ceo (except the Director/General Director of joint-stock companies) of another company.

5. Individual cases foreigners assigned legal representative of the enterprise, then that person must stay in Vietnam throughout the duration of the term of registration and must stay under the provisions of the law. The case of exit from Vietnam within 30 days, they must constantly too: a) authorized in writing to another person under the provisions of the Charter company to the person that made the rights and duties of the legal representative of the enterprise;

b authoritative text) send it to the Department of planning and investment or management of industrial-economic zone management committee, where registered enterprises headquarters for at least 2 days prior to departure.

Article 14. 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 representatives as mandated participation Council members;

b) organization is the Corporation had shareholders owning at least 10% of the total number of common stock have the right to authorize 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 15. Shareholders 1. Shareholders who contribute equity, participation, through the building and sign a first Charter of the company.

2. the newly established Corporation to have 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 no case shall the Charter founding the company shares in business registration records must be signed by the legal representative of that company.

3. After three years from the date of being granted a certificate of registration, if the number of shares to be offered 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.

Article 16. Establishment of branches, representative offices of business for foreign investment of 1. Enterprise with foreign capital established by the investment law and business law or registered conversion under the provisions of the law, has the right to establish branches and representative offices outside Headquarters. The establishment of the branch is not necessarily attached to or simultaneously with the implementation of procedure prescribed by the law on investment. Record, process and procedure for registration of branches and representative offices follow the corresponding provisions of Decree No. 88/2006/ND-CP and the registration of branches, representative offices are made in State bodies competent investment manager.

2. in case the branch registration concurrently with registered investment projects, the profile includes the profile registration branch under Decree No. 88/2006/ND-CP and profile investment registration under the provisions of the law on investment.

In this case, the branch was established and granted investment certificates at the same time as the certificate of registration of the branch when projects are registered or verified the investment approval and registration records branch. Investment certificates in this case include the registration content affiliates and content investment project registration under the provisions of the law.

Article 17. 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 do not decide otherwise the number 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.

Article 18. 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 as a rule, then was summoned for the 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 19. Convert to a limited liability company members to challenge company limited hai members 1. Limited liability company a member be transformed into limited liability company two members when the owner of the company has enough capital into the company as was committed. The company was converted by: 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; or b) mobilize more capital company contributions from one or several others.

2. where the conversion as defined in art. 1 of this article, the conversion profile include: a) the conversion proposal Paper;

b) Charter company switch as specified in article 22 of the law on enterprises;

c) list of members includes the content specified in paragraph 1, paragraph 3 Article 23 of the Corporate Law and the respective shares of each Member;

d) assignment or contract confirmations for, donated part ownership of the company.

3. in case the switch as specified in point b of paragraph 1 of this article, then the conversion profile include: a) the conversion proposal Paper;

b) Charter company switch as specified in article 22 of the law on enterprises;

c) list of members according to the provisions of article 23 of the law on enterprises;

d) the decision of the owners of the company about the mobilization of more capital.

4. 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 State Agency management Investment Authority has issued the certificate of investment.

Within 5 working days from the date of receipt of the switch, the business registration agency or State Agency investment management has the authority to grant leave business registration certificate or certificate of the corresponding investment; at the same time, revoking the certificate of business registration or certificate of investment for the company to be converted.

5. conversion company inherited 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 certification registering the business or investment certificate prescribed in paragraph 4 of this article, the business registration agency or State Agency investment management has the authority to 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 20. Convert a joint stock company or limited liability company, two members into a limited liability company membership


1. Joint stock companies or limited liability company, two members may convert into a limited liability company members by: a) A stockholder or member receiving the transfer of shares, the shares of all of the shareholders, the remaining members; or 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; or c) a person who is not a member or shareholder to receive transfer or receive capital contributions by the entire number of shares or the shares of all shareholders or members of the company.

2. The record converted include: a) the conversion proposal Paper;

b) Charter company switch;

c) transfer of shares or shares, or agreement on the recipient, which is invested in shares or shares.

3. Within 15 working days from the date of a shareholder or a member receiving the transfer specified in point a, or receive contributions of capital specified in point b, or another assignee or receive donations of capital specified in point c of paragraph 1 of this article, the company submitted the application or switch in the business registration agency where business has posted or State Agency authorised investment management has investment certificates.

Within 5 working days from the date of receipt of the switch, the business registration agency or State Agency investment management has the authority to grant leave business registration certificate or certificate of investment; at the same time, revoking the business registration certificate, or certificate of investment has changed with the company be converted.

4. converting the company inherited 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 certificate prescribed in paragraph 3 of this article, the business registration agency or State Agency investment management has the authority to 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 21. Converted limited liability company into a joint stock company 1. Limited liability company may be transformed into a joint stock company. The case of limited liability companies have less than three members, the mobilization of more new members can be made simultaneously with the switch. New members may be the assignee of a shares of existing members who either contribute more capital into the company.

2. The record converted include: a) the conversion proposal Paper;

b) decisions of the company owners or Board members about the conversion of the company;

c) Chartered joint-stock companies;

d) a list of shareholders (if any) or the common shareholders with the content as prescribed in paragraph 3 article 19 of the law on enterprises;

DD) transfer shares or capital contribution agreement.

3. Within 15 working days from the date of the company owners or Board members make decisions transforming the company, sending or filing of conversion in the business registration agency of competent jurisdiction or State Agency investment management has investment certificates.

Within 5 working days from the date of receipt of the switch, the business registration agency or State Agency investment management levels back to the business registration certificate or certificate of the corresponding investment; at the same time, revoking the business registration certificates, investment certificates were issued for the company to be converted.

4. converting the company inherited 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 certificate prescribed in paragraph 3 of this article, the business registration agency or State Agency investment management has the authority to 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 22. The content of the proposed conversion of paper paper suggest converting the provisions in articles 19, 20 and 21 of this decree must have at least 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 clause 5, paragraph 6 article 21 of the law on business.

Article 23. Content of the business registration certificate or registration of business content in the investment certificates applicable to cases of transition the business registration certificate for conversion companies as specified in the article 19, 20 and 21 of this Decree has the following principal contents : 1. The name of the company was the transition, and on the registration certificate or business certificate of investing; Charter capital;

2. Company name transformation; 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 staying (for foreigners), nationality, identity card, 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 24. 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 (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 agreed in writing 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. The record converted include: a) Charter company;

b) recommended Paper Converting and business registration;

c) list of creditors and unpaid debt, including the tax debt, the time limit for payment; list of existing employees; list of contracts not yet liquidated and the documentation provided for in points c, d and DD clause 1 of this article;

d) certificate of business registration of the private entrepreneur;

DD) list of members according to the provisions of article 23 of the law lies with the business case converted into limited liability company two members.

3. within 10 working days, from receipt of resumes, business registration agency review and certification of business registration for limited liability companies, if there is 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.

4. within 7 working days from the date of certificate of registration prescribed in paragraph 3 of this article, the business registration agency or State Agency investment management has the authority to 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 25. Business venture, 100% foreign-owned enterprises are not registered or not registered under Decree No. 103/2006/ND-CP of the Government 1. Only the right business activities within the industry, the profession and the time limit stated in the investment license; not expand the scope of business to other lines.

2. Is the right to make new investment projects and open a branch operation in other places outside the headquarters, within the business lines stated in the investment license.

3. 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.

4. 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 26. Additional instructions about corporations 1. The economic group including group 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 27. 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 State Agency authorised investment management supervision order, the procedure of 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 least have the following principal contents: a) the name and head office address of the company;

b) and on the certification of business registration;

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 Assembly clear stock in accordance with point c paragraph 3 to article 97 of the law on enterprises;

b) invited shareholders General Assembly meeting;

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

4. the business registration agency or State Agency Investment Management Authority elected representatives monitoring the Assembly of shareholders if receipt of sufficient number and content in clause 2 and 3 of this article at least 3 days before the meeting, and the shareholders, the shareholders meeting has the convening group registered in the shareholder register of the company and have enough male ownership as specified in paragraph 2 to article 79 of the law on business.

5. the representative of the business registration agency or State Agency investment management authority is responsible for monitoring the process, the procedure for the conduct of the meeting and the decision of the general shareholders meeting on problems in the program 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 State Agency investment management has the authority can present Guide forms and procedures for conducting the Congress and voting, if it deems necessary.

6. A day after the closing meeting of the General Assembly of shareholders, represented the business registration agency or State Agency investment management must have the written report on the results of monitoring meetings. The report must be identified on the legality of the order and procedure for conducting the meeting.

Article 28. 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 the Government detailing and guiding the implementation of some articles of the law courts or investment statement.

2. The order and procedure of dissolution, liquidation of the property business performed as prescribed in 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 agencies authorized investment management. 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 the decision of the Court declaring the dissolution of business;

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) business registration certificate or certificate of investment;

DD) seal, seal registration certificate, certificate of registration of tax code of the business;

e) value Invoice Number not yet used;

g) summary report on the implementation of the procedure of dissolution, which has already committed to pay off debts, including the tax debt, resolve the legal rights of laborers.

4. Members of the Board of Trustees, members Council members 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, then those specified in clause 4 of this are jointly responsible for payment of the unpaid debt, tax not remitted and the rights of workers have not yet been resolved; and bear personal responsibility before the law about the consequence arising within a period of 3 years from the date of filing dissolution business to business registration agency or State Agency authorised investment management.

6. within 7 working days, the Agency accepted the dissolution of business records prescribed in paragraph 3 of this article, the tax authority informed the police about the dissolution of the business and remove business name in the business registry or the registry of investment, if the tax authorities and the police are concerned there is no other requirement.

7. 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 29. Dissolve the branch 1. Branch of the business was dissolved by decision of the corporate decision or certificate revocation operations branch of the State bodies are competent.

2. the dissolution profile of the branch include: a) the decision of the business about the dissolution of the branch or the decision to revoke the certificates of the branch of competent State agencies;

b) list of creditors and unpaid debt, including debt tax, debt and their branches of social insurance funds;

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

d) registration activities of the branch;

DD) seal, seal registration certificate, certificate of registration of tax code of branch enterprises;

e) value Invoice Number not yet used;

3. the legal representative of the enterprise and the Branch directors were dissolved jointly responsible for the truthfulness and accuracy of the dissolution profile of the branch.

4. Business branch was dissolved is responsible for performing the contract, payment of debts, including the tax debt, and their affiliates 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 may award prescribed in clause 2 of this đoanh business registration agency, or State Agency investment management has the authority to inform the tax authorities and the police about the dissolution of the branch enterprises; at the same time delete the name of the branch in the branch register, if the tax authorities and the police have no other requirements.

Article 30. Effective enforcement of this Decree has effect after 15 days from the date The report.

Article 31. Implementation the Minister of planning and investment is responsible for guiding and organizing the implementation of this Decree.

The Ministers, heads of ministerial agencies, heads of government agencies, the Chairman of people's Committee of the central cities, is responsible for the implementation of this Decree.