Sample Request for Registration of a New Partnership Company? What Types of Assets Does a Partnership Company Include?
Latest Partnership Company Registration Proposal Form?
Appendix I-5, issued together with Circular 01/2021/TT-BKHDT, prescribes the partnership company registration proposal form.
See details and download the registration proposal form here.
Latest partnership company registration proposal form? What types of assets does a partnership company include? (Image from the Internet)
Who are the members of a partnership company?
Article 177 of the Enterprise Law 2020 prescribes partnership companies as follows:
Partnership Company
- A partnership company is an enterprise in which:
a) There must be at least two members who are co-owners of the company, jointly conducting business under a common name (hereinafter referred to as general partners). Apart from general partners, the company may have additional capital-contributing members;
b) General partners must be individuals and be responsible for the company's obligations with all their assets;
c) Capital-contributing members can be organizations or individuals and are only responsible for the company’s debts within the scope of the capital contributed to the company.
A partnership company has legal status from the date of issuance of the Certificate of Business Registration.
A partnership company is not permitted to issue any type of securities.
Thus, a partnership company includes:
General partners (with at least 02 members who are co-owners of the company, jointly conducting business under a common name) who are individuals and bear unlimited liability for the company’s obligations;
Capital-contributing members who can be either organizations or individuals and bear liability only within the scope of the capital they have committed to contribute to the company.
What types of assets does a partnership company include?
Article 179 of the Enterprise Law 2020 prescribes that a partnership company includes the following types of assets:
- Capital contributions of members that have been transferred to the company's ownership;
- Assets that are created in the name of the company;
- Assets acquired from business activities carried out by general partners on behalf of the company and from the company’s business activities carried out by general partners in their personal capacities;
- Other assets as prescribed by law.
What are the rights and obligations of general partners?
Article 181 of the Enterprise Law 2020 prescribes the rights and obligations of general partners as follows:
(1) Rights of General Partners
- To attend meetings, discuss, and vote on company issues; each general partner has one vote, or more as stipulated by the company's charter;
- To conduct the company's business lines on behalf of the company; negotiate, sign contracts, engage in transactions or commitments under conditions deemed most beneficial for the company by the general partner;
- To use the company's assets to conduct the company's business lines; if they advance their own money for the company's business, they have the right to demand reimbursement of both the advanced amount and interest at market rates on the advanced amount;
- To request the company to compensate for damages arising from business activities within the scope of assigned duties, provided such damages were not caused by personal errors of that partner;
- To request information about the company’s business situation from the company or other general partners; inspect the company's assets, accounting books, and other documents when deemed necessary;
- To receive a profit share corresponding to the capital contribution ratio or as agreed in the company's charter;
- In case the company is dissolved or goes bankrupt, to receive a share of the remaining asset value in proportion to their capital contribution ratio unless otherwise stipulated in the company's charter;
- In case of the death of a general partner, the successor is entitled to the property value in the company after deducting liabilities and other property obligations. The successor may become a general partner if approved by the Board of Members;
- Other rights as prescribed by the Enterprise Law 2020 and the company charter.
(2) Obligations of General Partners
- To manage and conduct business activities honestly, carefully, and optimally for the maximum legitimate benefit of the company;
- To manage and conduct business activities in accordance with the law, the company charter, and the resolutions and decisions of the Board of Members; if they act contrary, causing damages to the company, they must bear liability for compensation;
- Not to use the company's assets for personal gain or to serve the interests of other organizations or individuals;
- To return the company’s assets and compensate for any damages caused in circumstances where the partner conducts business activities on behalf of the company, themselves, or another person without submitting the obtained assets to the company;
- To jointly bear liability for repayment of the company’s remaining debts if the company’s assets are insufficient to cover its debts;
- To bear losses in proportion to their capital contribution or as stipulated in the company charter in case the company incurs losses;
- To honestly and accurately report in writing to the company monthly on their business situation and results; to provide business situation and result information to any requesting member;
- Other obligations as prescribed by the Enterprise Law 2020 and the company charter.
Respectfully!
