Which are the organizations and individuals that do not have the rights to establish and manage enterprises in Vietnam?
- Which are the organizations and individuals that do not have the rights to establish and manage enterprises in Vietnam?
- Who is not allowed to contribute capital to joint stock companies, limited liability companies and partnerships?
- Before registering an enterprise, can the enterprise’s founder sign contracts?
Which are the organizations and individuals that do not have the rights to establish and manage enterprises in Vietnam?
Pursuant to Clause 2, Article 17 of the 2020 Law on Enterprises in Vietnam stipulating the rights to establish, contribute capital, buy shares/stakes and manage enterprises, of which 07 subjects do not have the right to establish and manage enterprises in Vietnam as follows:
- State authorities, People’s armed forces using state-owned assets to establish enterprises to serve their own interests;
- Officials and public employees defined by the Law on Officials and the Law on Public Employees;
- Commissioned officers, non-commissioned officers, career military personnel, military workers and public employees in agencies and units of Vietnam People’s Army; commissioned officers, non-commissioned officers and police workers in police authorities and units, except for those designated and authorized representatives to manage state-owned stakes in enterprises or to manage state-owned enterprises;
- Executive officers and managers of state-owned enterprises prescribed in Point a Clause 1 Article 88 of this Law, except those who are designated as authorized representatives to manage state-owned stakes in other enterprises;
- Minors; people with limited legal capacity; incapacitated people; people having difficulties controlling their behaviors; organizations that are not juridical persons;
- People who are facing criminal prosecution, kept in temporary detention, serving an imprisonment sentence, serving an administrative penalty in a correctional institution or rehabilitation center, has limited legal capacity or is incapacitated, is not able to control his/her own behaviors, is banned by the court from holding certain positions or doing certain works; other cases prescribed by the Law on Bankruptcy and the Anti-corruption Law.
If requested by the business registration authority, the applicant shall submit the judicial records;
- Juridical persons that are banned from business operation or banned from certain fields as prescribed by the Criminal Code.
Which are the organizations and individuals that do not have the rights to establish and manage enterprises in Vietnam?
Who is not allowed to contribute capital to joint stock companies, limited liability companies and partnerships?
Pursuant to Clause 3, Article 17 of the 2020 Law on Enterprises in Vietnam stipulating as follows:
The rights to establish, contribute capital, buy shares/stakes and manage enterprises
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3. Organizations and individuals have the right to contribute capital, buy shares and stakes of joint stock companies, limited liability companies and partnerships in accordance with this Law, except:
a) State authorities, People’s armed forces contributing state-owned assets to enterprises to serve their own interests;
b) The entities that are not allowed to contribute capital to enterprises prescribed by the Law on Officials, the Law on Public Employees, and Anti-corruption Law.
Thus, organizations and individuals have the right to contribute capital, buy shares and stakes of joint stock companies, limited liability companies and partnerships in accordance with this Law, except:
- State authorities, People’s armed forces contributing state-owned assets to enterprises to serve their own interests;
- The entities that are not allowed to contribute capital to enterprises prescribed by the Law on Officials, the Law on Public Employees, and Anti-corruption Law.
Before registering an enterprise, can the enterprise’s founder sign contracts?
Pursuant to Article 18 of the 2020 Law on Enterprises in Vietnam as follows:
Pre-registration contracts
1. The enterprise’s founder may sign contracts serving the establishment and operation of the enterprise before and during the process of enterprise registration.
2. When the Certificate of Enterprise Registration is granted, the enterprise shall continue exercising and performing the rights and obligations under the concluded contracts mentioned in Clause 1 of this Article, and the parties shall transfer the rights and obligations in accordance with the Civil Code, unless prescribed by the contracts.
3. In case the Certificate of Enterprise Registration is not granted, the persons who conclude the contracts mentioned in Clause 1 of this Article are responsible for their execution. Any other participant in the establishment of the enterprise is also responsible for the execution of these contracts.
Thus, the enterprise’s founder may sign contracts serving the establishment and operation of the enterprise before and during the process of enterprise registration.
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