Does a general partner have the right to request the partnership to pay compensation for damage that is not on account of that partner in Vietnam?

Does a general partner have the right to request the partnership to pay compensation for damage that is not on account of that partner in Vietnam? (Internet image)

Regarding this issue, LawNet would like to answer as follows:

1. Does a general partner have the right to request the partnership to pay compensation for damage that is not on account of that partner in Vietnam?

According to Clause 1, Article 181 of the Law on Enterprises 2020, the rrights of general partners are as follows:

- Participate in meetings, discuss and vote on the partnership’s issues; each general partner shall have one vote or a specific number of votes specified in the partnership’s charter;

- Do business in the partnership’s business lines on its behalf; negotiate and enter into contracts, transactions or agreements under conditions that the partner believes to be most beneficial to the partnership;

- Use the partnership’s assets to do business in its business lines. In case a general partner advances money to do business on behalf of the partnership, he/she is entitled to request the partnership to reimburse the principal and interest thereon at market rate;

- Request the partnership to pay compensation for damage that is not on account of that partner.

- Request the partnership and other general partners to provide information about the partnership’s business performance; inspect the partnership’s assets, account records and other documents where necessary;  

- Receive distributed profits in proportion to his/her stake or as agreed;

- Receive the remaining assets in proportion to his/her stake upon the partnership’s dissolution or bankruptcy unless another ratio is specified in the charter;

- When a general partner dies, his/her heir shall receive a value of assets minus the partner’s debts and other liabilities. The heir may become a general partner if accepted by the Board of Partners;

- Other rights prescribed by this Law and the company's charter.

Thus, according to the above regulations, a general partner has the right to request the company to compensate for damages from business activities within the scope of assigned tasks if such damages are not caused by the individual's personal mistakes. that member.

2. What are the limitations of general partners in Vietnam?

Pursuant to Article 180 of the Law on Enterprises 2020, the limitations of general partners as follows:

- 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.

- 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.

- 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.

3. What are the partnership’s assets under the law in Vietnam?

A partnership’s assets include:

- Assets that are contributed by the partners and have been transferred to the company;

- Assets created under the partnership’s name;

- Assets obtained from business activities performed by general partners on behalf of the company and from business activities of the partnership performed by general partners in their own names;

- Other assets prescribed by law.

(Article 179 of the Law on Enterprises 2020)

Nguyen Ngoc Que Anh

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