What are procedures for withdrawing from the partnership when the remaining members do not agree in a partnership with 2 members in Vietnam?

What are procedures for withdrawing from the partnership when the remaining members do not agree in a partnership with 2 members in Vietnam?

In Clause 2, Article 185 of the Enterprise Law 2020, there are provisions on termination of general partners as follows:

2. A general partner is entitled to withdraw capital from the partnership if it is accepted by the Board of Partners. In this case, the withdrawing partner shall make a written notification at least 06 months before the withdrawal date and may only withdraw capital at the end of the fiscal year after the financial statement of the same year has been ratified.

At Point d, Clause 3, Article 182 of the Enterprise Law 2020, the following provisions are made:

3. The Board of Partners is entitled to decide all business activities of the partnership. Unless otherwise prescribed by the charter, the following issues are subject to approval by at least three fourths (3/4) of the general partners:

a) Orientation for development of the partnership;

b) Revisions to the charter;

c) Admission of new partners;

d) Permission for withdrawal or exclusion of a partner;

dd) Investment in projects;

e) Taking of loans and other methods for raising capital; granting a loan that is worth at least 50% of the partnership’s charter capital, unless a higher rate is prescribed by the charter;

g) Purchase or sale of assets that whose value is equal to or greater than the partnership’s charter capital, unless a higher value is prescribed by the charter;

h) Ratification of the annual financial statement, total distributable profit and distributed profit of each partner;

i) Dissolution or bankruptcy of the company.

In order to withdraw capital from the company, you need to do the following:

First, written notification at least 06 months before the withdrawal date.

Second, capital at the end of the fiscal year after the financial statement of the same year has been ratified.

Third, there must be the consent of at least three fourths (3/4) of the general partners, unless otherwise provided for in the company's charter.

In the above case, because the company has only 2 members, if the company's charter does not provide otherwise, it is difficult to withdraw from the company, because only 1 person agreeing to withdraw only accounts for 1/2 of the total number of general partners, are not eligible to withdraw from the company.

Can general partners be owner of a sole proprietorship in Vietnam?

In Clause 1, Article 180 of the Enterprise Law 2020, there are provisions on limitations of general partners as follows:

1. A general partner must not be the owner of a sole proprietorship; must not be a general partner of another partnership unless it is accepted by the other general partners.

2. A general partner must not, in their own names or others’ names, do business in the same busines lines as those of the partnership for personal gain or to serve the interests of another organization or individual.

3. A general partner must not transfer part or all of his/her stake in the company to another organization or individual unless it is accepted by the other general partners.

Thus, in the case of a general partner in Vietnam, he/she will not be the owner of a sole proprietorship.

Best Regards!