What are included in the sample of the charter of multi-member limited liability companies in Vietnam? What contents are included in the company's charter in Vietnam?

What are included in the sample of the charter of multi-member limited liability companies in Vietnam?

You can refer to the sample of the charter of multi-member limited liability companies here.

When registering a multi-member limited liability company in Vietnam, whose signatures should be included in the company's charter?

Pursuant to Clause 3 Article 24 of the Law on Enterprises in 2020 stipulating the company's charter:

The company's charter.

...

3. The initial company's charter shall contain the full names and signatures of:

a) For partnerships, the partners;

b) For single-member limited liability companies, the owner that is an individual or the legal representative of the owner that is an organization;

c) For multi-member limited liability companies, the members that are individuals or authorized representatives of members that are organizations;

d) For joint stock companies, founding shareholders that are individuals and legal representatives or authorized representatives of founding shareholders that are organizations.

4. The revised company's charter shall contain the full names and signatures of:

a) For partnerships: the President of the Partner Assembly;

b) For single-member limited liability companies: the owner, the legal representative of the owner, or the legal representative;

c) For multi-member limited liability companies and joint stock companies: the legal representative.

As regulations above, when registering a multi-member limited liability company in Vietnam, it is compulsory to include signatures of the members that are individuals or authorized representatives of members that are organizations in the company's charter.

What are included in the sample of the charter of multi-member limited liability companies in Vietnam? What contents are included in the company's charter in Vietnam? - image from internet

What contents are included in the company's charter in Vietnam?

Pursuant to Clause 2 Article 24 of the Law on Enterprises in 2020 stipulating contents of the company's charter:

- The company’s name, addresses of the headquarters, branches and representative offices (if any);

- The company’s business lines;

- The charter capital; total quantity of shares, types of shares and face value of each type (for joint stock companies);

- Full name, mailing address, nationality of each partner (for partnerships), the owner and each member (for limited liability companies) or the founding shareholders (for joint stock companies). Stakes held by each member or partner (for limited liability companies and partnerships) and values thereof. Quantity of shares, types of shares and value of each type held by founding shareholders (for joint stock companies);

- Rights and obligations of the members or partners (for limited liability companies and partnerships) or shareholders (for joint stock companies);

- The organizational structure;

- Quantity, titles, rights and obligations of each of the enterprise’s legal representatives;

- Method for ratifying the company’s decisions; rules for settlement of internal disputes;

- Basis and method for determination of salaries and bonuses of the executives and controllers;

- Cases in which members/shareholders may request the company to repurchase their stakes/shares (For limited liability companies/joint stock companies);

- Rules for distribution of post-tax profits and settlement of business losses;

- Cases of dissolution; procedures for dissolution and liquidation of the company’s assets;

- Procedures for revising the company's charter.

What are regulations on the company's charter in Vietnam in case a limited liability company or joint stock company have more than one legal representative?

Pursuant to Article 12 of the Law on Enterprises in 2020 stipulating the enterprise’s legal representative:

The enterprise’s legal representative

1. The enterprise’s legal representative is the person that, on behalf of the enterprise, exercises and performs the rights and obligations derived from the enterprise’s transactions, acts as the plaintiff, defendant or person with relevant interests and duties before in court, arbitration, and performs other rights and obligations prescribed by law.

2. A limited liability company or joint stock company may have one or more than one legal representative. The enterprise’s charter shall specify the quantity, position, rights and obligations of its legal representatives. In case there are more than one legal representative, the charter shall specify the rights and obligations of each of them. Otherwise, each of the legal representatives shall fully representative the enterprise and take joint responsibility for any damage to the enterprise as prescribed by civil laws and relevant laws.

...

As regulations above, in case a limited liability company or joint stock company having one or more than one legal representative, the company's charter shall be as follows:

- It shall specify the quantity, position, rights and obligations of its legal representatives.

In cases where the allocation of rights and obligations of each legal representative is not clearly specified in the company's charter, each legal representative of the company is considered as the authorized representative of the enterprise before third parties.

Note: each of the legal representatives shall fully representative the enterprise and take joint responsibility for any damage to the enterprise.

Best regards!