Rights and obligations of general partners in Vietnam under the Law on Enterprise 2020

Rights and obligations of general partners in Vietnam under the Law on Enterprise 2020 (Internet image)

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

1. Rights and obligations of general partners in Vietnam under the Law on Enterprise 2020

1.1. Rights of general partners

According to Clause 1, Article 181 of the Law on Enterprise 2020, a general partner has the rights to:

- 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.

1.2. Obligations of general partners

A general partner has the following obligations:

- Manage and do business in an honest and prudent manner to ensure the partnership’s lawful and best interests;

- Manage and do business in accordance with law, the charter, resolutions and decisions of the Board of Partners; pay compensation for the damage caused by his/her violations of these;

- Do not use the partnership’s assets for personal gain or to serve the interests of any other organization or individual;

- Return to the partnership the money or assets that he/she received when doing business in his/her own name, in the partnership’s or another person’s name and has not returned to the partnership and pay for any damage caused by this action;  

- Jointly pay the partnership’s remaining debts (if any) after all of the partnership’s assets are used to pay them;

- Incur the loss that is proportional to his/her stake or as agreed in the charter in case the partnership makes a loss;

- Submit monthly written reports on his/her performance to the partnership; provide information on his/her performance for other partners on request;

- Other obligations prescribed by Law and the charter.

(Clause 2, Article 181 of the Law on Enterprise 2020)

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

Specifically, Article 180 of the Law on Enterprise 2020, the limitations of general partners are 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.

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