What are regulations on consolidation of juridical persons? What are regulations on classificationf of juridical persons in Vietnam?
What is the Consolidation of Juridical Person?
Article 88 of the Civil Code 2015 stipulates the consolidation of juridical persons as follows:
Consolidation of juridical persons
1. Juridical persons may consolidate into a new juridical person.
2. After the consolidation, the old juridical persons cease to exist from the time the new juridical person is established; the civil rights and obligations of the old juridical persons are transferred to the new juridical person.
The consolidation of juridical persons can be understood as the process where two or several juridical persons consolidate into a new juridical person.
According to this regulation, after the consolidation, the old juridical persons cease to exist from the time the new juridical person is established; the civil rights and obligations of the old juridical persons are transferred to the new juridical person.
What are regulations on consolidation of juridical persons? What are regulations on classificationf of juridical persons in Vietnam?
Are the Conditions for Consolidating Juridical Persons in Vietnam Regulated by the Charters of Juridical Persons?
Based on Article 77 of the Civil Code 2015, the regulations are as follows:
Charters of juridical persons
1. A juridical person must have articles of association if required by law.
2. The Charters of juridical persons include the following essential contents:
a) Name of the juridical person;
b) Purpose and scope of operation of the juridical person;
c) Head office; branches, representative offices, if any;
d) Charter capital, if any;
dd) Legal representative of the juridical person;
e) Organizational structure; methods of appointment, election, dismissal, removal, duties, and powers of positions in the executive body and other bodies;
g) Conditions for becoming or ceasing to be a member of the juridical person, if the juridical person has members;
h) Rights and obligations of the members, if the juridical person has members;
i) Methods of passing resolutions of the juridical person; principles for resolving internal disputes;
k) Methods of amending and supplementing the articles of association;
l) Conditions for consolidation, merger, division, separation, transformation, and dissolution of the juridical person.
The Charters of juridical persons include the following essential contents:
- Name of the juridical person;
- Purpose and scope of operation of the juridical person;
- Head office; branches, representative offices, if any;
- Charter capital, if any;
- Legal representative of the juridical person;
- Organizational structure; methods of appointment, election, dismissal, removal, duties, and powers of positions in the executive body and other bodies;
- Conditions for becoming or ceasing to be a member of the juridical person, if the juridical person has members;
- Rights and obligations of the members, if the juridical person has members;
- Methods of passing resolutions of the juridical person; principles for resolving internal disputes;
- Methods of amending and supplementing the articles of association;
- Conditions for consolidation, merger, division, separation, transformation, and dissolution of the juridical person.
Therefore, the conditions for consolidating juridical persons are among the contents regulated by the Charters of juridical persons.
What are Regulations on Classification of Juridical Persons in Vietnam?
According to Article 74 of the Civil Code 2015, Article 75 of the Civil Code 2015, and Article 76 of the Civil Code 2015, the regulations are as follows:
Juridical person
1. An organization is recognized as a juridical person when it meets the following conditions:
a) Established under this Code and other relevant laws;
b) Has an organizational structure as prescribed in Article 83 of this Code;
c) Has assets independent from individuals, other entities, and takes responsibility with its own assets;
d) Participates in legal relations in its own name independently.
2. All individuals and juridical persons have the right to establish juridical persons, except as otherwise provided by law.
Commercial juridical person
1. A commercial juridical person is one with the primary objective of generating profit and distributing profits to its members.
2. Commercial juridical persons include enterprises and other economic organizations.
3. The establishment, operation, and termination of commercial juridical persons are conducted in accordance with this Code, the Enterprise Law, and other relevant legal provisions.
Non-commercial juridical person
1. A non-commercial juridical person is one whose primary objective is not profit-making; if there is profit, it is not distributed to the members.
2. Non-commercial juridical persons include state agencies, people's armed units, political organizations, socio-political organizations, socio-political-professional organizations, social organizations, social-professional organizations, social funds, charitable funds, social enterprises, and other non-commercial organizations.
3. The establishment, operation, and termination of non-commercial juridical persons are conducted in accordance with this Code, laws on the state organizational structure, and other relevant legal provisions.
An organization is recognized as a juridical person when it meets the following conditions:
- Established under the Civil Code 2015 and other relevant laws;
- Has an organizational structure as prescribed;
- Has assets independent from individuals, other entities, and takes responsibility with its own assets;
- Participates in legal relations in its own name independently.
According to the above regulations, juridical persons are classified into commercial and non-commercial entities.
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