Regulations on business administration of partnerships in Vietnam

Regulations on business administration of partnerships in Vietnam (Internet image)

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

1. Regulations on business administration of partnerships in Vietnam

Regulations on business operations of partnerships according to Article 184 of the Law on Enterprises 2020 are as follows:

- General partners are the partnership’s legal representative and shall administer its everyday business. A limitation to general partners is only applied to a third party when it is known by the third party.

- General partners shall assume different managerial positions in the partnership under agreement.

When some or all general partners perform certain business activities together, it will be decided under the majority rule.

A general partner’s activities beyond the scope of operation of the partnership are not responsibility of the partnership unless they are accepted by the other partners.

- A partnership may open one or some bank accounts. The Board of Partners authorize certain partners to deposit and withdraw money from such account.

- The President of the Board of Partners, the Director/General Director has the following rights and obligations:

+ Manager the partnership’s everyday business as general partners;

+ Convene and organize meetings of the Board of Partners; sign resolutions and decisions of the Board of Partners;

+ Assign tasks and coordinate operation of general partners;

+ Organize and fully retain accounting records, invoices and other documents of the partnership as prescribed by law;

+ Represent the company in civil proceedings, as the plaintiff, defendant, person with relevant interests and duties in front of the court or arbitral tribunal; represent the company in performance of other rights and obligations prescribed by law;

+ Other obligations specified in the charter.

2. Regulations on capital contribution and issuance of the capital contribution certificate in Vietnam

Regulations on capital contribution and issuance of the capital contribution certificate in Vietnam according to Article 178 of the Law on Enterprises 2020 are as follows:

- General partners and limited partners shall contribute capital fully and punctually as promised.

- A general partner who fails to contribute capital fully and punctually as promised and thus causes damage to the company shall pay compensation.

- In case a limited partner fails to contribute capital fully and punctually as promised, the uncontributed capital shall be considered that partner’s debt to the company, in which case the limited partner can be excluded from the company under a decision of the Board of Partners.

- When capital is fully contributed, the partner shall be granted the capital contribution certificate, which shall contain the following information:

+ The company’s name, EID number, headquarter address;

+ The company’s charter capital;

+ Full name, signature, mailing address, nationality and legal document number if the partner is an individual; EID number or legal document number, headquarters address if the partner is an organization; type of partner;

+ The value of capital contributed and types of contributed assets;

+ The number and date of issuance of the certificate of capital contribution;

+ Rights and obligations of the certificate holder;

+ Full names and signatures of the certificate holder and the company’s general partners.

- In case the capital contribution certificate is lost or damaged, the partner will be reissued with another certificate by the company.

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