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Decree 04/2000/nd-Cp: Guide The Implementation Of A Number Of Articles In Business Law

Original Language Title: Nghị định 03/2000/NĐ-CP: Hướng dẫn thi hành một số điều của Luật Doanh nghiệp

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The DECREE guiding the implementation of a number of articles in business law _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ the GOVERNMENT pursuant to the law on Government Organization, 30 September 1992;
Based business law No. 13/1999/QH10 on June 12, 1999;
According to the recommendation of the Minister of planning and investment, the DECREE: article 1. The object of this Decree shall apply to the following types of businesses: 1. limited liability companies, joint stock companies, partnerships and private enterprise was established by regulations of the corporate law;
2. limited liability companies, joint stock companies, private enterprises have been established and operate in accordance with the Company Law, the law on private enterprises on December 21, 1990 and the law on amendments and supplements to some articles of the law firm, the law on amendments and supplements to some articles of the law on private enterprises in 22 June 1994;
3. joint stock company was established from the equitizing State enterprises;
4. joint stock company was established from the party's business holdings, enterprises of socio-political organization;
5. limited liability company was formed from the conversion of State enterprises;
6. limited liability company was formed from the conversion of party business, the business of social-political organisation.
Article 2. Apply the specialized law where there is no difference between the regulations of the corporate law and the provisions of the following specialized law on the establishment, organization, management and operation of limited liability companies, joint stock companies, partnerships and private business, then apply according to regulations of the specialized law : 1. The law on credit institutions on 12 December 1997;
2. The law on mineral resources, on 20 March 1996;
3. The oil and gas law, 6 July 1993;
4. The law on water resources, on 20 May 1998;
5. Vietnam civil aviation Law on December 26, 1991; Law on amendments and supplements to some articles of the law of civil aviation Vietnam on 20 April 1995;
6. A law published on 7 July 1993;
7. The law on the press on December 28, 1989; Law on amendments and supplements to some articles of the law on press, June 12, 1999;
8. The Education Law on 02 December 1998;
9. The law of the sea on 30 June 1990;
10. other specialized Law or the law on amendments and supplements of specialized law passed after this Decree has effect.
Article 3. Forbidden lines of business 1. Directory of forbidden lines of business include: a) the trading of weapons, ammunition, Army equipped and specialized military engineering vehicles used by the armed forces;
b) trading explosives, poisons, radioactive substances;
c) Narcotics business;
d) prostitution business, the service organized prostitution, trafficking in women, children;
DD) Organization business gamble, holders of silver;
e) chemicals business has strong toxic;
g) trading in artifacts of historical, cultural, Museum;
h) business reactionary cultural products, depraved, superstitious, decency or are harmful to the education of personality;
I) trading artillery;
k) plant business, wild animals belong in the category of international treaties to which Vietnam signed or participation rules and types of rare plants, animals should be protected;
l) toy sales are harmful to human health, education of children or affect the security, safety, social order.
2. The Ministry of industry, Ministry of science, technology and environment, the Government issued specific categories of explosives, toxic substances, radioactive substances and toxic chemicals are strong provisions in point b and point e clause 1 of this article.
The Government's Ministry of public security issued a specific category of narcotics specified in point c of paragraph 1 of this article.
The Ministry of culture and information, the Government issued a specific list of the artifacts in the historical, cultural, Museum specified in point g and specific category of reactionary cultural products, depraved, superstitious, decency or are harmful to the personality education specified in point h paragraph 1 of this article.
The Ministry of agriculture and rural development of the Government issued specific categories of plants, wild animals belong in the category of international treaties to which Vietnam signed or participation rules and the type of animal, plants and rare in need of protection specified in point k of this paragraph 1.
The Ministry of education and training process of the Government issued specific categories of toys that are harmful to human health, education of children or affect the security, order, social security specified in clause 1 of this article the l point.
The Ministry is responsible for submitting to the Government specific categories as defined in this paragraph within sixty days from the date of the Decree has effect.
Article 4. Business lines have the condition 1. Business lines have terms and conditions of business lines that are applied under the provisions of the law, decree or Ordinance is relevant. Business conditions are expressed under two forms: a) business license by the competent State agencies;
b) regulations on environmental standards, food safety and hygiene; regulations on fire, fire, social order, traffic safety and other requirements prescribed in respect of business activities (hereinafter referred to as business conditions do not need the license).
The legal texts by the ministries or local authorities issued that are not based on laws and ordinances, decrees and regulations on industry, business conditions and conditions of the business lines that were not in effect executed.
2. in case of established business to business sectors, business condition, then the business registration, business registration agency must inform and guide the establishment of business conditions and business lines.
Business case additional registration, change of business lines conditional, then the additional registration, change the lines of business, business registration agency must inform and guide the business know about business conditions that lines.
3. for business lines must have a business license, then business is business right lines, since the licensed business.
For business lines must have business conditions do not need a license, then business is business right lines, since there is enough business conditions as prescribed and the commitment to comply that conditions during operations.
The founder of the enterprise and the legal representative of the enterprise is responsible for the implementation of the right business conditions as prescribed. If enterprises conduct business without having to qualify, then the established business and legal representative of the enterprise are jointly responsible to the same law on doing business there.
Article 5. 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 has the authority to confirm and certify legal capital is determined by the provisions of laws and ordinances and decrees regulating the legal capital.
2. the legal representative of the enterprise responsible for the truthfulness, accuracy of the capital confirmed the establishment of the business and in the process of business activity of the business.
3. the heads of State management authority about the capital, heads capital confirmation together jointly liable for the accuracy of the capital confirmed the establishment of the enterprise.
Article 6. Business lines must have the certificate of practice

1. The certificate of practice prescribed in paragraph 4 to article 6 business law is the text that the competent State agencies or professional associations provided only for individuals who have sufficient expertise and experience on a certain lines.
The practice was granted to the Organization are expired.
2. business lines must have the certificate of practice include: a) legal services;
b) business service examination and treatment and pharmaceutical business;
c) veterinary services business and trading currency;
d) design services business works;
DD) audit services business;
e) business brokerage services.
3. for the business lines defined in paragraph 2 of this Article, the business registration, must have more conditions on practising certificates as defined below: a) for a limited liability company, joint stock company, one of the people who manage the enterprise as defined in item 12 of article 3 business law must have a certificate of practice;
b) with respect to partnerships, all Partnership members must have a certificate of practice;
c) for private business, the business owner or Managing Director business must have the certificate of practice.
Article 7. Subscription rights trading business lines have the right to actively register and business activities, do not need to ask permission of any State Agency would, if business lines: 1. Not forbidden lines in the business;
2. Not in lines of business should have a business license;
3. Not in lines of business must have legal capital;
4. Not in business lines must have the certificate of practice.
Article 8. The right to establish enterprises 1. Every organization regardless of where the registered address of the headquarters, all individuals regardless of their place of residence, if not subject to established businesses is prohibited prescribed in article 9 of law firms, have the right to establish enterprises in Vietnam according to the regulations of the corporate law.
2. Vietnam People settled abroad, foreigners residing in Vietnam have the right to establish enterprises in Vietnam according to the regulations of the corporate law.
Article 9. The person was not entitled to establish business and raising capital in the business 1. The Organization, the individual provisions in the clause from clause 1 to clause 8 article 9 of law no business is entitled to establish business in Vietnam.
2. Prohibiting State agencies, units of the people's armed forces of using the property of the State and public funds to establish business or raising capital in the business profit for the Agency.
3. The property of the State and public funds prescribed in clause 2 of this include: a) the property purchased by the State budget;
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 property and funds.
4. Profit for the unit, his agency is using the profits from the business of the enterprise or from the capital into one of the following purposes: a) divided into any form for some or all of the Agency's officers, unit;
b) added to the operational budget of the Agency, contrary to the provisions of the law on the budget;
c) additional funds or Foundation serve the private interests of Agency officers, the unit.
5. Leaders, professional management of State enterprises as defined in paragraph 4 article 9 business law including the members of the Management Board, the Director General, Deputy Director General, Director, Deputy Director, Chief Accountant, member Supervisory Board, the Deputy Chief rooms, professional Committee, Chief of branch and representative offices of business.
6. Leaders, professional staff in State enterprises are the right people to manage in other businesses as an authoritative representative for State enterprises or competent State agencies or the personal capital contribution on behalf of other businesses, but do the Manager in the business.
Article 10. Charter company 1. Charter company is a commitment of all members on the establishment, organization, management and operation of the company.
The first Charter of the limited liability company must be all founding members approve.
The first statutes of the company must be all founding shareholders approve.
The Charter of partnerships must be all Partnership members approved.
Charter company content is not contrary to the provisions of the corporate law and the other legal texts concerned.
2. The Charter limited liability company must have the following content: a) the name, address of Head Office of the company; address of branch, Representative Office (if available);
b) objectives and business lines;
c) capital;
d) name, address of the Member, the shares of each of the members with regard to limited liability companies from two members; the name, the address of the owner of the limited liability company a Member;
DD) rights and obligations of members or the owner of the company;
e) organizational structure and management control (if available);
g) rights, duties and practices through the decision of each agency in the organization structure of company management;
h) the rights, obligations and working mode of the Control Board and Chairman of the Control Board for the limited liability company has over eleven members;
I) legal representative of the company;
k) principles for resolving disputes between members;
l) these cases members have the right to require the company to buy back shares;
m) principle of dividing the profit for the company from two members, the principle of using the profit for the company is a Member;
n) cases of dissolution and liquidation procedure of the company's assets;
o) Protocol amending, supplementing the company Charter;
p) signed by all members of the company or of the owner of the company.
Members may agree or the company owner can decide to write to the Charter company of the other content.
3. The Charter company must have the following content: a) the name, address of Head Office of the company; address of branch, Representative Office (if available);
b) objectives and business lines;
c) capital, stock type, the total number of shares to be offered rights of each type, the face value of the shares;
d) rights and obligations of each type of shareholders;
DD) The case of shareholders have the right to require the company to buy back shares;
e) organizational structure and management control of the company (if any);
g) the rights, obligations and working mode of each agency in the organization structure of the company and the Management Board, head of the Supervisory Board;
h) legal representative of the company;
I) The type of Fund, the limit each Fund was established at the company;
k) the principle that pay dividends;
l) principles for resolving internal disputes;
m) Protocol amending, supplementing the company Charter;
n) The case of dissolution, the order and procedure of liquidation of company assets;
o) signed by all shareholders or of the legal representative of the company.
The shareholders may agree to write to the Charter company of the other content.
4. The Charter companies must have the following content: a) the name, address of Head Office of the company; address of branch, Representative Office (if available);
b) objectives and business lines;
c) name, address of all Partnership members;
d) name, address of all members, which (if any);
DD) rights and obligations of each type of membership;
e) capital stock and shares of each Member;
g) structure of management companies;
h) combined principles of work, Division of powers and responsibilities within the organization structure of company management;
I) Protocol through the decision of the company;
k) The prohibition or restriction with regard to Partnership members;

l) these cases members have the right to withdraw from the company or being expelled from the company;
m) the principle of dividing profits or suffer losses in business operations;
n) way to resolve disagreements between the members;
o) protocol change, additional charter company;
p) the duration of activity and the case of dissolution of the company;
q) signature of all Partnership members.
Partnership members may agree to write to the Charter company of the other content.
Article 11. The content of the list members and list of shareholders 1. Limited liability company has a member not to list members.
2. List of members have limited liability companies from two members must have the following content: a) the name, address of each Member;
b) shares and the capital value of each Member;
c) property type, number of assets capital contribution; the remaining value of each property for the property, which is not money, Vietnam foreign currencies freely convertible, gold;
d) capital contribution time;
DD) signature of the legal representative of the company or of all members.
3. List of shareholders company must have the following content: a) the name, address of all shareholders;
b) total shares, the number of shares and the value of shares each type of individual shareholders;
c) property type and the amount of assets contributed equity; the remaining value of each property for the property, which is not money, Vietnam foreign currencies freely convertible, gold;
d) equity contribution time;
DD) the total number of shares and the value of the total stock of all shareholders;
e) signed by all shareholders or of the legal representative of the company.
4. The list of partnership members of partnerships must have the following content: a) Them, the name and residence of each Member;
b) profession and professionalism of each Member;
c) shares and value shares;
d) property type and the amount of capital contribution of assets; the remaining value of each property for the property, which is not money, Vietnam foreign currencies freely convertible, gold;
DD) capital contribution time;
e) signature of all Partnership members.
Article 12. Conditions for conducting of the meeting Council members of limited liability companies 1. Conditions for conducting of the meeting Council members is to have members attending representing at least 65% of the Charter capital; If the Charter company does not prescribe a different rate is higher than 65%. In case the Charter company other rate higher than regulation, the minimum rate applied must be as prescribed by the Charter company.
2. in case the meeting of the Council of members shall convene for the second time, the conditions for the conduct of the meeting is to have the number of participants representing at least 50% of the Charter capital, if the Charter company does not prescribe a different rate is higher than 50%. In case the Charter company other rate higher than regulation, the minimum rate applied must be as prescribed by the Charter company.
3. in case the meeting of the Board members be summoned a third time, then that meeting of Council members are always conducted, does not depend on the number of participants.
Article 13. Through the decision of Board members 1. Council members through the decision by voting at the meeting or the opinions of the members in writing.
2. through case decided by voting at the meeting, then follow the following rules: a) The following decision was adopted when the vote represents at least 75% of the capital of the members approved, if the Charter company does not prescribe a different rate is higher than 75%; case the Charter company other rate higher than regulation, the minimum rate applied must be as prescribed by the Charter company:-decided to sell the property to have a value equal to or greater than 50% of the total value of the assets of the company are recorded in the accounting books of the company, if the Charter company does not prescribe a different rate is under 50%; case the Charter company rate regulation is under, shall apply the rate prescribed by the company Charter;
-Decided to amend and supplement the Charter company;
-The decision to reorganize the company including split, split, merge, merging and transforming the company;
-The decision to dissolve the company.
b) other decisions under the authority of the Council members to be adopted when the vote represents at least 51% of the capital of the members approved, if the Charter company does not prescribe a rate of 51% higher than the other; case the Charter company other rate higher than regulation, the minimum rate applied must be as prescribed by the Charter company.
3. The case through the decision by taking the opinions of members in writing, then the decision of the Board members on all matters of jurisdiction is passed when the number of members representing at least 65% of the Charter capital of the company approved, if the Charter company does not prescribe a different rate is higher than 65%; case the Charter company other rate higher than regulation, the minimum rate applied must be as prescribed by the Charter company.
4. procedures for obtaining opinions of members shall be as follows: a) the President of the Council members sent to each Member votes, with the necessary documents. Slip opinions are clearly those issues need opinions to pass decisions and final deadline for members to send comments about the company;
b) perform and record-setting tally the results of votes, the announcement of results and passed decisions to members within seven days from the deadline for members to send in comments about the company.
Article 14. Owner limited liability company a member organization is the owner of the limited liability company a member specified in article 46 of law is legal and business can include: 1. State agencies, units of the armed forces;
2. The party central level agencies, provinces and cities under central;
3. the Central Committee of the Vietnam Fatherland Front and the Vietnam Fatherland Front, central cities;
4. the Vietnam General Confederation of labor and the Labor Federation, the central cities;
5. Central Vietnam Women's Union and the women's Union, central cities;
6. Central Youth Union Ho Chi Minh Communist Youth Union Ho Chi Minh's Communist province, central cities;
7. The central Vietnam Veterans and the Veterans Association, central cities;
8. Vietnam farmers Association and the farmers, the central cities;
9. The organization of peace, solidarity, friendship and Vietnam;
10. State Enterprise;
11. The business of the party, of the social-political organization;
12. The cooperative;
13. limited liability companies;
14. Joint stock companies;
15. The social organizations, the social-professional organizations;
16. the Social Fund, a Charitable Fund;
17. Other organizations.
Article 15. Rights of owner limited liability company a member 1. Pursuant to point (i) of paragraph 1 to article 47 of law firms, corporate Charter complements the other rights of the owners of the company. Other rights of the owners of the company was added to the Charter company depends on management organization model was selected and applied according to the provisions in paragraph 2 of this Article.
2. in case of application of the model of organization management including company President and Chief Executive Officer (ceo), then the owners of the company, in addition to the rights specified in paragraph 1 to article 47 of law firms, have to add the following rights and obligations: a) decide the direction of company development;
b) decide the solutions market development, marketing, technology;

c) through the contract of loan, loans and other contract are defined in the Charter company whose value is equal to or greater than 50% of the total value of assets are recorded in the accounting books of the company or a smaller rate due to the Charter company regulations;
d) decide the organizational structure, the company management regulation;
DD) decided to set up a subsidiary, capital contribution to other companies, established a branch, Representative Office;
e) decide the salary, bonus for company President, Director (ceo) and the other managers by the owners of the company.
Article 16. Organizational structure management limited liability company a member 1. According to the provisions in clause 1 Article 49 of law business, the management structure of a limited liability company members are organized in one of two models. The first model consisted of the Board and Executive Director (ceo) called the model of the Board provided for in article 17 of this Decree. A second model the company Chairman and Managing Director (ceo) called the company President model specified in article 18 of this Decree.
In the case of large business scale, lines of business, then the selection board model.
2. Rights and obligations of the Board and Executive Director (ceo) or of the Chairman of the company and the directors (General Director) by the owners of the company decided and stipulated in the Charter of the company. The owner of the company not authorized for the Board and Executive Director (ceo) or the company President and Director make the rights and obligations stipulated in article 47 business law.
Article 17. The governing body of the company according to the model of the Board 1. In case of application of the model of the Board, the legal status, rights and obligations of the Board and Chief Executive Officer (ceo) is made in accordance with the terms of paragraphs 2, 3 and 4, 5.
2. The Board is the governing body of the company, have full rights in the name of the company to decide all matters related to the management and operation of the company, except for those matters under the authority of the owner of the company.
3. The Board has the following rights and obligations: a) the decision of the company's development strategy;
b) decides investment projects worth less than 50% of the total value of assets are recorded in the accounting books of the company;
c) decided to develop market solutions, marketing and technology; through the contract to buy, sell, loan, loans, and other contract has a value equal to or greater than 50% of the total value of assets are recorded in the accounting books of the company or a smaller percentage are stipulated in the company Charter;
d) appointment, dismissal, resignation of Directors (General Director) and other key managers of the company; decide on the salary and other benefits of the managers;
DD) organization structure decision, regulation, company management decided to establish branches and representative offices;
e) report annual financial report up the owner of the company;
g) petitions scheme using the profits of the company;
h) propose investment projects in the authority of the owner of the company;
I) recommendations to adjust capital companies;
k) petition to sell the property to have a value equal to or greater than 50% of the total value of assets are recorded in the accounting books of the company;
l) additional recommendations, amend the Charter company;
m) petitioning the reorganization or dissolution of the company.
Other issues related to the Board are applied according to the provisions in articles 81, 82, 83, 84, 86 and 87 business law.
4. The Director (ceo) is who runs the company's daily operations and responsible to the Board on the implementation of the rights and duties assigned.
5. The Director (ceo) has the following rights and obligations: a) decided the issue related to the day-to-day operations of the company;
b) implementation of the decisions of the Board;
c) organized the implementation of the business plan and the investment plan of the company;
d) organizational approach recommendations, the company management regulation;
DD) appointment, dismissal, resignation of company management titles except the title due to the Board the appointment, dismissal, resignation;
e) decided to pay and allowances (if any) for workers in the company, including management officer appointed under the authority of the directors (General Director);
g) The other rights and obligations under the provisions of the law, the Charter of the company and the decision of the Board.
Article 18. Corporate management organization model of company President 1. Applicable models of company President, the legal status, rights and obligations of the company President and Chief Executive Officer (ceo) applied under the provisions of clause 2, 3 and 4, 5.
2. The President of the company who is helping direct the owner of the company in the implementation of the rights and obligations stipulated in article 47 business law and item 2 article 15 of this Decree.
3. The President of the company has the following rights and obligations: a) recommendations to owners of the company decided the issues under the authority of the owner;
b) recommendations to owners of the company about the appointment, dismissal, resignation of Directors (General Director) and other management titles defined in the company Charter; about the salary and other benefits of the managers;
c) Organization oversees the implementation of the decision of the owners of the company; company owners to report results and situation of the company's business activities;
4. The Director (ceo) is the company who runs the daily business operations of the company, responsible to the owners of the company on the implementation of the rights and obligations. Director (ceo) is the legal representative of the company.
5. The Director (ceo) has the following rights and obligations: a) the implementation of the decision of the owners of the company;
b) decided the issue related to the day-to-day operations of the company;
c) organized the implementation of the business plan and the investment plan of the company;
d) issued a regulation on management of the company;
DD) appointment, dismissal, resignation of company management titles, except the titles under the authority of the owner of the company;
e) petitioning organization approach;
g) in collaboration with the Chairman of the company reports annual financial report up the owner of the company and scheme to use, handle profits losses in business;
h) recruitment;
I) make the rights and duties in an honest way, introspection, rolling for the benefit of the company;
k) not abuse the position and powers, using the assets of the company to profit for themselves, for others; not to reveal the secrets of the company, unless the company owner approved;
l) When the company doesn't pay enough of the debts and other assets the obligation to limit pay, they must inform the company's financial situation for the owners of the company and creditors to know; not increase salaries, not to pay bonuses to employees of the company, including for the Manager; bear personal responsibility about the damage occurring to the creditor do not perform the obligation prescribed in this point; recommendations to remedy the financial difficulties of the company;
m) The other rights and obligations by law and Charter company regulations.
Article 19. Preferential voting shares 1. A voting preference shares having more than one voting; without limiting the maximum number of voting preference shares voted. Number of voting shares of a specific preference voting is regulated by the Charter company.

2. in case of the new Corporation, the shareholders must make decisions unanimously rules the following matter: a) the total number of voting preference shares;
b) Of voting of a voting preference shares;
c) shareholders are entitled to preferential shares holding voting and voting preference shares of each shareholder.
3. in case of joint stock companies are switching from State enterprises, the voting preference shares are to be used only for business activity in the sector: a) currency, credit and other financial services;
b) telematics;
c) air transportation;
d) others as determined by the Prime Minister.
The total number of shares voting, preferential voting votes of each voting preference shares, the authorized organization holding the voting preference shares in equitizing State enterprises due to the decision by the Prime Minister's proposal, the heads of State administration concerned.
Article 20. The level of dividends of shares preference dividends 1. Fixed annual dividend level of dividend preference shares is determined by the percentage of the total equity of food donations on the company. Based on the percentage and total equity of food to the company to determine the number of fixed annual dividend of dividend preference shareholders.
2. bonus dividends of shares preference dividends are determined according to the following rules: a) No dividend bonus in case of failure to pay dividends to common shares or dividend rate of common shares is lower than the fixed dividend of dividend preference shares;
b) where the level of the common stock dividend is higher than or equal to a fixed dividend rate of dividend preference shares, it must have additional bonus dividend. Bonus dividend to be determined at a level ensuring the total dividend of dividend and fixed preferential dividend stock is higher than that of the common stock dividend is payable in that year;
c) fixed annual dividend Level and how to determine the level of dividends by the company and the relevant investment agreement or the company determined by decision of the general shareholders meeting.
3. dividend rate, the total number of equity shares, the total number of fixed dividends are received every year and how to determine the bonus dividend must be recorded on the stock of shares preference dividends.
Article 21. Refund preference shares company is entitled to use the two types of shares completed stock incentives are refundable at any time at the request of the shareholders and the shares are returned according to the conditions set by the company and the relevant investment agreement and listed on the stock's stock incentives refundable.
Article 22. The order and procedures of selling stocks of companies selling shares, bonds in the form of securities issued to the public under the provisions of the law on securities. The selling of shares, in the form of bonds by the company and decisions are made by agreement between the company and the buyer.
Article 23. Conditions, compliance Assembly of shareholders 1. Shareholders have the right to direct or authorize another person to attend the meeting of the General Assembly of shareholders. The case of the authorization, the person authorized shall produce an authoritative and paper stock for presiding know before the opening. Send shareholder voting has sealed to the company before the opening of the meeting of the General Assembly of shareholders is considered to attend the meetings of the General Assembly of shareholders.
2. The meeting of the General Assembly of shareholders is conducted when the number of shareholders attending the meeting represent at least 51% of the voting shares, if the company Charter does not prescribe a rate of 51% higher than the other; the company Charter cases defined a different rate is higher, then the minimum rate applied must be as prescribed by the Charter company.
3. in case the meeting of the General Assembly of shareholders convened for the second time, the meetings that are in progress when the number of shareholders in attendance representing at least 30% of the voting shares, if the company Charter does not prescribe a different rate is higher than 30%; the company Charter cases defined a different rate is higher, then the minimum rate applied must be as prescribed by the Charter company.
4. in case the meeting of the General Assembly of shareholders must be convened for the third time, then that meeting always proceed, regardless of the number of shareholders attending the meeting and the percentage of voting shares that they represent.
Article 24. Through the decision of the General Assembly of shareholders 1. General Assembly of shareholders have the power through the decision by voting at the meeting or take the poll in writing.
2. where the General Assembly of shareholders decided by voting at the meeting, then follow the following rules: a) The following decision was adopted when the number of shareholders representing at least 65% of the total votes of all voting shareholders attending the meeting approved If the Charter company does not prescribe a different rate is higher than 65%; the company Charter cases defined a different rate is higher, then the minimum rates applicable must be in accordance with the Charter company:-decide on the type of stock and number of shares to be offered rights of every kind;
-Decided to amend and supplement the Charter company;
-The decision to reorganize the company;
-The decision to dissolve the company;
-Decided to sell the property to have a value greater than 50% of the total value of assets are recorded in the accounting books of the company.
b) other decisions under the jurisdiction of the general shareholders meeting be adopted when the number of shareholders representing at least 51% of the total votes of all the shareholders voting at the meeting to approve the project, if the Charter company does not prescribe a higher rate of 51%; the company Charter cases defined a different rate is higher, then the minimum rate applied must be as prescribed by the Charter company.
3. in case the General Assembly of shareholders decided by shareholder opinions in writing, then the decision of the general shareholders meeting be adopted when the number of shareholders representing at least 51% of the total votes of all the shareholders voting approved, if the Charter company does not prescribe a higher rate of 51%; the company Charter cases defined a different rate is higher, then the minimum rate applied must be as prescribed by the Charter company.
4. The case through the decision by taking the poll in writing, then the Board must do the following work: a) decided the issue should, the form and content of the poll votes;
b) content at least poll votes must have name, address of Head Office of the company; the purpose of obtaining the opinion; issue should take the comments and the corresponding document headers are included; the final deadline to submit comments about the company; voting approach "agreed", "agreed", not "no comments";
c) submit comments attached documents related to all shareholders have the right to attend the meeting of the General Assembly of shareholders;
d) ballot and tally the results thereon; notice of results of votes and the decision was passed to all shareholders have the right to attend the General Assembly meeting of shareholders within a period of fifteen days, counting from the last period in which shareholders have to submit their comments on the company, unless the company Charter stipulates a different time limit.
Article 25. Meeting minutes of the Board of all meetings of the Board must be recorded in full in the record book. Meeting minutes of the Board must have the following content: 1. time and place of the meeting;
2. Full name of members to attend;
3. The programme of the meeting;

4. The matter of discussion and voting, voting results;
5. Summary of statements of opinion at the meeting;
6. The decision was the Board through;
7. The signature indicates the full name of all members.
Chairperson and Secretary must jointly take responsibility for the accuracy and honesty of Board meeting minutes.
Article 26. Partnerships 1. There are two types of partnerships are partnerships have all members are members partnership and partnerships have all Partnership members and members.
2. professional conditions and occupational prestige of partnership members are defined as follows: a) for business companies the scope stipulated in item 2 article 6 of this Decree, all Partnership members must have the certificate of practice.
b) for partnerships in other lines of business, the partnership's members who have been trained on the lines of that.
Article 27. Rights and obligations of the Partnership members 1. Partnership members have the right: a) to join the discussion and voting on all the Affairs of the company;
b) divided the profits under the agreement stipulated in the Charter company;
c) directly involved in managing the company's business activities;
d) using the company's assets for the benefit of the company; be refunded any payments already made to serve the interests of the company;
DD) receive information about the operations and management of the company, see the accounting and other records of the company;
e) other rights set forth in the Charter of the company.
2. Partnership members are obliged to: a) enough capital has pledged to donate to the company;
b) responsible by the whole of its assets on the obligations of the company;
c) business case lost the hole, take the hole according to the principles stipulated in the Charter company;
d) when managing or performing operations on behalf of the company or representative for the company, to act in an honest way, introspection, rolling, serve the legitimate interests of the company;
DD) observance of the rules and the decisions of the company;
e) Partnership members not be simultaneously a member of the partnership to other companies or private entrepreneur;
g) Partnership members are not themselves or on behalf of a third person to perform business activities in the same lines of business of the company;
h) Partnership members are not in the name of the company the contract, establish and perform other transactions in order to benefit for individuals and for others;
I) other obligations prescribed by the company Charter.
Article 28. The rights and obligations of members, which is 1. Members which have the right to: a) to join the discussion and voting on the supplement, modify the rights and obligations of members, which are stipulated in the company Charter; about reorganizing and dissolution of companies;
b) Be divided into profit; property values are split rest when the company dissolved under the provisions of the company Charter;
c) Was the transfer of his shares in the company to another person, if the Charter company does not otherwise specified;
d) receive information about the operations and management of the company, see accounting and other records of the company;
DD) other rights stipulated by the Charter company.
2. A member which is obliged to: a) enough capital already committed to and responsible for the debts of the company to the extent that the value of capital has pledged to donate to the company;
b) is not involved the management company, not doing business on behalf of the company;
c) true Executive rules and the decision of the company;
d) other obligations prescribed by the company Charter.
Article 29. The governing partnerships 1. Council members include all members, is the highest decision-making body of the company. Council members decided to all the activities of the company. When voting, every partnership members only one vote.
2. Decide on the following matters must be all Partnership members have voting rights approve: a) the election of Directors;
b) receiving Member;
c) expels Partnership members;
d) additions, revised Charter company;
DD) Organization, dissolution of the company;
e) contract of the company with members, who are related by Partnership members.
3. Decisions on other matters must be a majority of members approved partnerships.
4. All decisions of the Council of members shall be recorded in the minutes book and must be kept at the Head Office of the company.
5. In the course of operation, the Partnership members assigned to undertake the responsibilities of management and operational control of the company and the election of one of them as Director.
Partnership members actively carry the work is assigned in order to achieve the objectives of the company; representing the company in negotiating the contract to perform the work; represent the company before the law and the State authority in the scope of work is assigned.
When the name of the company to perform the work, Partnership members have to work honestly, not contrary to the decision of the Board members, did not violate the prohibition or limitations as prescribed in clause 2 of this Decree, article 27.
6. the Director of the partnerships have a duty: a) assigned, regulate and coordinate the work of the Partnership members;
b) operating in the company;
c) other work done under authorization of partnership members.
Article 30. The reception of members 1. People are receptive to partnership or membership are welcome as members of the company's capital contribution being all Partnership members of the company agree, unless other regulations Charter company.
2. Partnership members are welcome on the company responsible for the company's obligations arising after registration with the registry business.
Article 31. Termination of membership 1. Partnership membership terminated in the following cases: a) has died or been declared dead by the courts;
b) missing, restricted or lost the capacity for civil acts;
c) voluntarily withdrew from the company;
d) Were expelled from the company.
2. in case of termination of membership as defined in point a and point b of paragraph 1 of this article, the company still had the right to use the property corresponds with that person's responsibility to implement the obligations of the company.
3. in case of termination of membership as specified in points c and d clause 1 of this article, they are jointly liable for the obligations of the company have arisen before the termination of subscription membership that with business registration agency.
4. capital contribution membership ended when members transfer their shares to others.
Article 32. The company withdrew from the 1. Partnership members is entitled to withdraw from the company, if the majority of the remaining Partnership members agreed to pull out of the company, when shares are repaid according to the agreed price or rates are determined based on the principles set forth in the Charter of the company. After the withdrawal from the company, that person must still jointly liable for the obligations of the company under the provisions of article 31 paragraph 3 of this Decree.
2. where the name of the Partnership members have withdrawn from the company are used to name the company, then that person has the right to require the company to change the name.
3. A member which has the right to withdraw their shares out of the company, if the majority of members agree partnership. The transfer of shares of a member which is for others the freedom to perform, unless the Charter company.
Article 33. Business Division

1. The separation of the business made only for limited liability companies and joint stock companies. Limited liability company can be divided into two or more other limited liability company. Joint-stock companies can be divided into two or more of the other corporation.
2. The percentage of the vote must be approved through the decision to divide the limited liability company is applied in accordance with art. 2 article 13 of this Decree.
3. The proportion of the vote must be approved through the decision to split the company is applied in accordance with point a of paragraph 2 article 24 of this Decree.
4. When divided into limited liability company two members into the company, the members of the newly formed company can process in one of two ways: a) to all members of the company being divided are members of the newly formed company from the company being divided;
b) the members of the company being divided is divided into respective groups as members of the newly formed company from the company being divided. The separation of the members of the company being divided into groups corresponding members of the new company formed from the company being divided must follow the principle of unanimity.
5. When divided into limited liability company a member, then the owner of the company being divided is still the owner of the new company formed from the company being divided.
6. When you split a company into a joint stock company, the shareholders of the new company can process in one of two ways: a) all the shareholders of the company being divided are the shareholders of the new company is formed from the company being divided;
b) The shareholders of the company being divided is divided into respective groups do the shareholders of the new company formed from the company being divided. The separation of the shareholders of the company being divided into groups corresponding on shareholders of the new company formed from the company being divided must be the number of shareholders representing at least 65% of the total votes of all voting shareholders attended the meeting of the General Assembly of shareholders to approve it. Shareholders opposed the scheme decided on split into corresponding Group shareholders have the right to request the company being divided into buying back their shares before the company split. The procedure of acquisition of shares made under the provisions of clause 2 Article 64 of law business.
7. The handling of the debt and the obligation of the other assets of the company being divided shall be as follows: a) decided to split the responsibilities of the newly established company for the debts and obligations of the company being divided into no legal effect with regard to creditors There, for the rights and interests involved, except where the new company and the creditor concerned have agreed otherwise.
b) all new companies formed from the company being divided shall be jointly liable for the debts and obligations of the company being divided, unless the creditor and the new company formed from the company being divided have agreed otherwise. When the debt or obligation to the other due to pay property, the creditor has the right to request one of the new companies formed from the company being split payment of the debt or obligation to the other due to pay property. The company is required to pay debts to them, at the same time have the right to request the remaining company refunded the respectively that they have to suffer.
Article 34. Business separation 1. The separation of business only apply to limited liability companies and joint stock companies.
2. The percentage of the vote must be approved through the decision to separate limited liability companies, joint-stock company is applied in accordance with art. 2 and art. 2 article 13 Article 24 of this Decree.
3. where the separate limited liability company two members, the members of the company were split and the company be split is processed under one of the following ways: a) the separated company became the owner of the company was split;
b) all members of the company being split are all members of the company were split;
c) the members of the company being split into respective groups as members of the limited liability company after the separation of the company. In this case, the decision on dividing the members into their respective groups as members of the company after the separation must be all approved members.
4. where the separate limited liability company a member, then the owners of the company were split at the same time as the owner of the company is split, or the company being split as owners of the company were split.
5. in case of joint-stock company, shareholders of the company being split and the company be split is processed under one of the following ways: a) all the shareholders of the company being split are all shareholders of the new company were split;
b) The shareholders of the company being split is itemized respectively do the shareholders of the company being split and the company was split. The separation of the shareholders of the company being split into the shareholders of the company after the separation must be the number of shareholders representing at least 65% of the total votes of all voting shareholders attended the meeting of the General Assembly of shareholders approve, if the Charter company does not prescribe a different rate higher. Shareholders opposed the scheme decided on split into corresponding Group shareholders have the right to request the company separated acquired their shares before the company split. The procedure of acquisition of shares made under the provisions of clause 2 Article 64 of law business.
6. Following a limited liability company, the debts and obligations of yet another property company's payment being separated are handled as follows: a) where the company being split to become the owner of the company is split, then the separated companies remain fully responsible for the debts and obligations of the other assets not yet paid; the company was split is not responsible for the debts and obligations of the company being split.
b) where all members of the company being split are all members of the company were split, or members of the company being split is itemized respectively for membership of the company after the separation, the separated company and the company split shall be jointly liable for the debts and obligations of the other assets of the company were outstanding Cup arises before splitting the company, unless the creditors, who have the rights and interests involved and the company being split or split company have agreed otherwise. If there is no other agreement, then when the debt or obligation to the other due to pay property, separated companies must repay debt or perform an obligation on that property. The case of the company being split does not pay the debt or obligation other property arising before splitting the company, the creditors, who have the rights and interests involved have the right to request the company split the payment of the debt or obligation to the other due to pay property.
7. After the separation of the company shares, the company was split and the company be split are jointly liable for the debts and obligations of yet another property company's payment split arose before splitting the company, unless the creditors, who have the rights and interests involved and the company being split or split company have agreed otherwise. The absence of other agreements, then the debt or obligation to the other due to pay property, separated companies must repay debt or perform an obligation on that property. The case of the company being split does not pay the debt or obligation other property arising before splitting the company, the creditors, who have the rights and interests involved have the right to request the company split the payment of the debt or obligation to the other due to pay property.

Article 35. Determining the payment business debts and obligations to other assets are due to charged businesses is regarded as sufficient payment of debts and other assets due to the obligation to pay if: 1. There is no overdue debt, no other property obligations has expired without payment;
2. Do not use the new loans, including the island of debt, to pay the debts and obligations of the other assets are due to charged.
Article 36. Determining payment guarantee enough business debts and obligations other assets limited liability companies, joint stock companies are considered to be capable of paying the debts and obligations of the other property, if the total value of assets recorded on the balance sheet of the company is greater than the total debt and other assets the obligation to pay.
Article 37. Guidance on the terms of the implementation of the provisions of Chapter X of law base business article 6 and paragraph 3 Article 122 business law, the law here was cancelled: 1. Decree No. 221-dated 23 July 1991 of the Council of Ministers Regulation on materialize some articles of the law on private enterprises.
2. Decree No. 222-dated 23 July 1991 of the Council of Ministers Regulation on materialize some articles of the law firm.
3. Decree No. 361-dated 12 October 1992 of the Council of Ministers Regulation of the supplement, modify some of the rules attached to Decree No. 221 and 222-dated 23 July 1991 of the Council of Ministers.
4. Decree No. 26/1998/ND-CP on 7 May 1998 by the Government on regulating the levels of capital for private enterprise, limited liability company, joint stock company.
5. The provisions of Decree No. 51/1999/ND-CP of July 8, 1999 of the Government regulations on the representative office, branch of traders and of Vietnam tourism business in the country and abroad concerning the establishment and operation of enterprises under the enterprise law.
6. Decree No. 40/1998/ND-CP dated 10 June 1998 from the Government about the business of shipping companies, private enterprises.
7. The circular of the Ministry of industry, the Minister's decision, the heads of ministerial agencies, the decision of the local authorities a legal basis to grant the licenses, certificates, professional certificates, the business conditions and other requirements applicable to the business lines of business but, contrary to the provisions of laws and ordinances, the relevant decree.
Article 38. This Decree enforcement provisions have effect after fifteen days from the date of signing.
The Ministers, heads of ministerial agencies, heads of government agencies, the Chairman of people's Committee of the province, the central cities in the function, duty, their powers are responsible for the implementation of this Decree.
Minister of planning and investment, chaired the follow-up, monitoring and periodic reporting of the Prime Minister on the implementation of this Decree.