Vietnam: New provisions on partnerships under the Enterprise Law 2020

Vietnam: New provisions on partnerships under the Enterprise Law 2020- Illustrative photo.

Under Article 177 of the Enterprise Law 2020 on partnerships in Vietnam:

- A partnership is an enterprise in which:

+ There are least 02 partners that are joint owners of the company and do business under the same name ((hereinafter referred to as “general partner”). There can be limited partners in addition to general partners;

+ A general partner shall be an individual whose liability for the company’s obligations is equal to all of his/her assets;

+ A limited partner can be an organization or an individual whose liability for the company’s debts is equal to the promised capital contribution.

Additionally, in Article 20 of the Enterprise Law 2020, the application for registration of a partnership in Vietnam includes:

- The enterprise registration application form.

- The company's charter.

- The list of partners.

- Copies of legal documents of the partners.

- Copies of the Certificate of Investment Registration of foreign investors as prescribed by the Law on Investment.

Moreover, in Article 179 of the Enterprise Law 2020, a partnership’s assets include:

- Assets that are contributed by the partners and have been transferred to the company;

- Assets created under the partnership’s name;

- Assets obtained from business activities performed by general partners on behalf of the company and from business activities of the partnership performed by general partners in their own names;

- Other assets prescribed by law.

Note: In Article 177 of the Enterprise Law 2020, a partnership has the status of a juridical person from the day on which the Certificate of Enterprise Registration is issued. A partnership must not issue any kind of securities.

Further details may be found in Enterprise Law 2020 effective January 1, 2021.

Le Vy

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