Are limited partners of a partnership jointly liable for debts in Vietnam?

1. Are limited partners of a partnership jointly liable for debts in Vietnam?

Pursuant to Article 177 of the Enterprise Law 2020 stipulates that a partnership is as follows:

1. A partnership is an enterprise in which:

a) There are least 02 partners that are joint owners of the company and do business under the same name ((hereinafter referred to as “general partner”). There can be limited partners in addition to general partners;

b) A general partner shall be an individual whose liability for the company’s obligations is equal to all of his/her assets;

c) A limited partner can be an organization or an individual whose liability for the company’s debts is equal to the promised capital contribution.

2. A partnership has the status of a juridical person from the day on which the Certificate of Enterprise Registration is issued.

3. A partnership must not issue any kind of securities.

Thus, if you are a limited partner in a partnership whose liability for the company’s debts is equal to the promised capital contribution, not jointly responsible for the debts of the companyt as a general partner in Vietnam.

2. Can a partnership only open one bank account in Vietnam?

According to Article 184 of the Enterprise Law 2020, business administration of partnerships is as follows:

1. General partners are the partnership’s legal representative and shall administer its everyday business. A limitation to general partners is only applied to a third party when it is known by the third party.

2. General partners shall assume different managerial positions in the partnership under agreement.

When some or all general partners perform certain business activities together, it will be decided under the majority rule.

A general partner’s activities beyond the scope of operation of the partnership are not responsibility of the partnership unless they are accepted by the other partners.

3. A partnership may open one or some bank accounts. The Board of Partners authorize certain partners to deposit and withdraw money from such account.

4. The President of the Board of Partners, the Director/General Director has the following rights and obligations:

a) Manager the partnership’s everyday business as general partners;

b) Convene and organize meetings of the Board of Partners; sign resolutions and decisions of the Board of Partners;

c) Assign tasks and coordinate operation of general partners;

d) Organize and fully retain accounting records, invoices and other documents of the partnership as prescribed by law;

d) Represent the company in civil proceedings, as the plaintiff, defendant, person with relevant interests and duties in front of the court or arbitral tribunal; represent the company in performance of other rights and obligations prescribed by law;

e) Other obligations specified in the charter.

According to this Article, a partnership may open one or some bank accounts in Vietnam.

3. In how many days must new limited partners in a partnership fully contribute capital as promised in Vietnam?

Article 186 of the Enterprise Law 2020 regulates admission of new partners as follows:

1. A partnership may admit new general partners and limited partners; the admission of a new partner is subject to approval by the Board of Partners.

2. The new general partner or limited partner shall fully contribute capital as promised within 15 days from the day on which the admission is approved unless a different time limit is decided by the Board of Partners.

3. The new general partner has a joint liability for the company’s debts and liabilities which is equal to his/her total assets, unless otherwise agreed upon by the new partner and the other partners.

According to this Article, limited partners must fully contribute capital as promised within 15 days from the day on which the admission is approved unless a different time limit is decided by the Board of Partners in Vietnam.

Best Regards!