What is the application form for change of general partners in Vietnam? What does an application for change of general partners include?
What are the cases of termination of general partners in Vietnam?
Based on Article 185 of the Law on Enterprises 2020, the regulation is as follows:
"Article 185. Termination of general partners
1. The status of a general partner shall be terminated in the following cases:
a) Voluntarily withdraws capital from the company;
b) Dies, goes missing, is restricted or loses civil act capacity, or has difficulty in cognition or behavior control;
c) Is expelled from the company;
d) Serves a prison sentence or is prohibited by the court from practicing certain professions or performing certain jobs as prescribed by law;
dd) Other cases as stipulated by the company’s charter.
2. A general partner has the right to withdraw capital from the company if approved by the Board of Partners. In this case, the member wishing to withdraw capital must give a written notice at least 6 months before the withdrawal date; capital can only be withdrawn at the end of the fiscal year and when the financial statements for that fiscal year have been approved.
3. A general partner shall be expelled from the company in the following cases:
a) Unable to contribute capital or fails to contribute capital as committed after the company’s second request;
b) Violates the provisions of Article 180 of this Law;
c) Conducts business dishonestly, imprudently, or has other inappropriate behaviors causing serious damage to the interests of the company and other members;
d) Fails to fulfill the obligations of a general partner.
4. In the case of terminating the status of a general partner due to restricted or lost civil act capacity, or having difficulty in cognition or behavior control, the member’s contributed capital shall be fairly and reasonably refunded.
5. Within 2 years from the date of termination of general partners as per points a, c, d, and đ of Clause 1 of this Article, the person shall still be jointly liable for all debts of the company incurred before the date of termination.
6. After the termination of general partners, if the member’s name has been used as part of or the whole company name, the person or their heirs or legal representatives have the right to request the company to stop using that name."
Thus, a general partner will have their status terminated in a general partnership company under the cases aforementioned.
What is the application form for change of general partners in Vietnam? What does an application for change of general partners include?
Vietnam: Shall the admission of a new partner be subject to approval by the Board of Partners?
Based on Article 186 of the Law on Enterprises 2020, the regulation is as follows:
"Article 186. Admission of New Members
1. The company can admit additional general partners or capital-contributing members; the admission of new members must be approved by the Board of Partners.
2. General partners or capital-contributing members must fully contribute the committed capital to the company within 15 days from the date of approval, unless the Board of Partners decides otherwise.
3. New general partners must jointly be liable with their entire assets for the company's debts and other property obligations, unless there is an agreement between the new and existing members."
Thus, the admission of new general partners shall be done according to the aforementioned regulation. New general partners of a general partnership company shall only be admitted with the consent of the Board of Partners.
What does an application for change of general partners include in Vietnam?
Based on Article 49 of Decree 01/2021/ND-CP, the regulation is as follows:
"Article 49. Registration for Change of General Partners
1. In the case of terminating the status of a general partner or admitting a new general partner under the provisions of Articles 185 and 186 of the Law on Enterprises, the general partnership company shall send a registration dossier for changing the enterprise’s registration information to the Business Registration Office where the company’s headquarters is located. The dossier includes the following documents:
a) Notice of change of enterprise registration information signed by the legal representative of the enterprise;
b) List of members of the general partnership company as stipulated in Article 25 of the Law on Enterprises, excluding information related to capital-contributing members;
c) Copies of legal documents of individuals for new general partners.
2. Upon receipt of the enterprise registration dossier, the Business Registration Office issues a Receipt Notice, checks the dossier’s validity, and issues an Enterprise Registration Certificate to the enterprise."
When registering to change general partners, the enterprise must prepare the dossier as stated above.
What is the application form for change of general partners in Vietnam?
The application form for change of general partners is carried out according to Appendix II-1 issued with Circular 01/2021/TT-BKHDT as follows:
Download the latest sample notice of registration for change of general partners: Here.
Download the member list of general partners: Here.
LawNet
