What should a general partner do in order to withdraw capital from the partnership in Vietnam? Withdrawing capital from the partnership, will the general partner status be terminated?
- What should a general partner do in order to withdraw capital from the partnership in Vietnam?
- In case of voluntary withdrawal of capital from the partnership, will the general partner status be terminated?
- Do general partners need to contribute the full amount of capital to the partnership in Vietnam?
What should a general partner do in order to withdraw capital from the partnership in Vietnam?
According to the provisions of Clause 2, Article 185 of the 2020 Law on Enterprises in Vietnam on the termination of the general partners as follows:
Termination of general partners
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2. A general partner is entitled to withdraw capital from the partnership if it is accepted by the Board of Partners. In this case, the withdrawing partner shall make a written notification at least 06 months before the withdrawal date and may only withdraw capital at the end of the fiscal year after the financial statement of the same year has been ratified.
3. A general partner will be excluded from the partnership if he/she:
a) is not able to contribute capital or fails to contribute capital as promised after a second notice is made by the company;
b) violates the regulations of Article 180 of this Law;
c) fails to do business in an honest and prudent manner or has inappropriate actions causing serious damage to the interest of the partnership and other partners; or
d) fails to fulfill a general partner’s obligations.
4. In case of termination due to a partner’s being incapacitated or having limited legal capacity or having difficulty controlling his/her behaviors, his/her stake shall be fairly returned.
5. For 02 years from the date of termination in the cases specified in Points a, c, d and dd Clause 1 of this Article, the partner still jointly has a liability for the company’s debts that occur before the termination date which is equal to his/her total assets.
6. After termination of a general partner whose name is used as part of or the whole partnership’s name, that general partner or his/her heir or legal representative is entitled to request the partnership to stop using that name.
Thus, a general partner is entitled to withdraw capital from the partnership if it is accepted by the Board of Partners.
In this case, the withdrawing partner shall make a written notification at least 06 months before the withdrawal date and may only withdraw capital at the end of the fiscal year after the financial statement of the same year has been ratified.
What should a general partner do in order to withdraw capital from the partnership in Vietnam? Withdrawing capital from the partnership, will the general partner status be terminated?
In case of voluntary withdrawal of capital from the partnership, will the general partner status be terminated?
Pursuant to Article 185 of the 2020 Law on Enterprises in Vietnam stipulating voluntary withdrawal of capital from the partnership as follows:
Termination of general partners
1. A general partner status will be terminated if he/she:
a) voluntarily withdraws capital from the partnership;
b) is dead, missing or incapacitated; has limited legal capacity; has difficulty controlling his/her own behaviors;
c) is excluded from the partnership;
d) is serving an imprisonment sentence or banned by the court from doing certain jobs;
dd) In other cases specified in the charter.
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5. For 02 years from the date of termination in the cases specified in Points a, c, d and dd Clause 1 of this Article, the partner still jointly has a liability for the company’s debts that occur before the termination date which is equal to his/her total assets.
6. After termination of a general partner whose name is used as part of or the whole partnership’s name, that general partner or his/her heir or legal representative is entitled to request the partnership to stop using that name.
Thus, if a general partner voluntarily withdraws capital from the partnership, his/her general partner status will be terminated.
For 02 years from the date of termination of general partner status, the partner still jointly has a liability for the company’s debts that occur before the termination date which is equal to his/her total assets.
Do general partners need to contribute the full amount of capital to the partnership in Vietnam?
Pursuant to the provisions of Clause 1, Article 178 of the 2020 Law on Enterprises in Vietnam as follows:
Capital contribution and issuance of the capital contribution certificate
1. General partners and limited partners shall contribute capital fully and punctually as promised.
2. A general partner who fails to contribute capital fully and punctually as promised and thus causes damage to the company shall pay compensation.
3. In case a limited partner fails to contribute capital fully and punctually as promised, the uncontributed capital shall be considered that partner’s debt to the company, in which case the limited partner can be excluded from the company under a decision of the Board of Partners.
4. When capital is fully contributed, the partner shall be granted the capital contribution certificate, which shall contain the following information:
a) The company’s name, EID number, headquarter address;
b) The company’s charter capital;
c) Full name, signature, mailing address, nationality and legal document number if the partner is an individual; EID number or legal document number, headquarters address if the partner is an organization; type of partner;
d) The value of capital contributed and types of contributed assets;
dd) The number and date of issuance of the certificate of capital contribution;
e) Rights and obligations of the certificate holder;
g) Full names and signatures of the certificate holder and the company’s general partners.
5. In case the capital contribution certificate is lost or damaged, the partner will be reissued with another certificate by the company.
Thus, general partners shall contribute capital fully and punctually as promised.
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