Vietnam: What does the company's charter include? Whose information is required in the company's charter upon enterprise registration?
What does the company's charter in Vietnam include?
The company's charter includes the primary contents specified in Clause 2, Article 24 of the Law on Enterprises 2020 as follows:
- The company’s name, addresses of the headquarters, branches and representative offices (if any);
- The company’s business lines;
- The charter capital; total quantity of shares, types of shares and face value of each type (for joint stock companies);
- Full name, mailing address, nationality of each partner (for partnerships), the owner and each member (for limited liability companies) or the founding shareholders (for joint stock companies). Stakes held by each member or partner (for limited liability companies and partnerships) and values thereof. Quantity of shares, types of shares and value of each type held by founding shareholders (for joint stock companies);
- Rights and obligations of the members or partners (for limited liability companies and partnerships) or shareholders (for joint stock companies);
- The organizational structure;
- Quantity, titles, rights and obligations of each of the enterprise’s legal representatives;
- Method for ratifying the company’s decisions; rules for settlement of internal disputes;
- Basis and method for determination of salaries and bonuses of the executives and controllers;
- Cases in which members/shareholders may request the company to repurchase their stakes/shares (For limited liability companies/joint stock companies);
- Rules for distribution of post-tax profits and settlement of business losses;
- Cases of dissolution; procedures for dissolution and liquidation of the company’s assets;
- Procedures for revising the company's charter.
Whose information is required in the company's charter upon enterprise registration in Vietnam?
Pursuant to Clause 3, Article 24 of the Law on Enterprises 2020 as follows:
- The initial company's charter shall contain the full names and signatures of:
+ For partnerships, the partners;
+ For single-member limited liability companies, the owner that is an individual or the legal representative of the owner that is an organization;
+ For multi-member limited liability companies, the members that are individuals or authorized representatives of members that are organizations;
+ For joint stock companies, founding shareholders that are individuals and legal representatives or authorized representatives of founding shareholders that are organizations.
- The revised company's charter shall contain the full names and signatures of:
+ For partnerships: the President of the Partner Assembly;
+ For single-member limited liability companies: the owner, the legal representative of the owner, or the legal representative;
+ For multi-member limited liability companies and joint stock companies: the legal representative.
Where will the company's charter in Vietnam be retained?
The regulations on the company's charter retention are specified in Article 11 of the Law on Enterprises 2020 as follows:
Article 11. Document retention
1. An enterprise, depending on its type of business, shall retain the following documents:
a) The charter, internal rules and regulations; the member/partner/shareholder register;
b) The certificate of Industrial property rights; the certificate of registration of product/service quality; other licenses and certificates;
c) Documents proving the enterprise’s ownership of its assets;
d) Votes, vote counting records, minutes of meetings of the Board of Members/Partners, General Meeting of Shareholders, Board of Directors; the enterprise’s decisions;
dd) The prospectus for offering or listing securities;
e) Reports of the Board of Controllers, verdicts of inspecting authorities and audit organizations;
g) Accounting books, accounting records and annual financial statements.
2. The documents mentioned in Clause 1 of this Article shall be retained at the company’s headquarters or another location specified in the enterprise’s charter for a period of time prescribed by law.
Thus, the company's charter shall be retained at the company’s headquarters or another location specified in the company’s charter.
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