Is the sole proprietorship allowed to issue bonds in Vietnam?

Is the sole proprietorship allowed to issue bonds in Vietnam?

Article 188 of the Law on Enterprises 2020 provides for sole proprietorship as follows:

1. A sole proprietorship is an enterprise owned by a single individual whose liability for its entire operation is equal to his/her total assets.

2. A sole proprietorship must not issue any kind of securities.

3. An individual may only establish one sole proprietorship. The owner of a sole proprietorship must not concurrently own a household business or hold the position of general partner of a partnership.

4. A sole proprietorship must not contribute capital upon establishment  or purchase shares or stakes of partnerships, limited liability companies or joint stock companies.

Clause 1 Article 4 of the Securities Law 2019 provides as follows:

1. “securities” include the following assets:

a) Shares, bonds, fund certificates;

b) Warrants, secured warrants, pull options, depository receipts;

c) Derivatives;

d) Other kinds of securities defined by the Government.

According to this Article, bonds are a type of security. Therefore, your private enterprise may not issue bonds in Vietnam.

Are sole proprietorship owners in Vietnam allowed to sell the business to the organization?

Article 192 of the Law on Enterprises 2019 provides for the sale of private enterprises as follows:

1. The sole proprietorship’s owner is entitled to sell it to another organization or individual.

2. After selling the sole proprietorship, the owner is still responsible for its debts and liabilities that occur before the date of transfer, unless otherwise agreed upon by the owner, the buyer and the creditors.

3. The sole proprietorship’s owner and the buyer shall comply with labor laws.

4. The buyer of the sole proprietorship shall register the change of owner in accordance with this Law.

Pursuant to current regulations, private enterprise owners in Vietnam may sell enterprises to organizations.

Best Regards!