What are cases of termination of notary's general membership in the Notary Office in Vietnam?

What are cases of termination of notary's general membership in the Notary Office in Vietnam? (Internet image)

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

1. What are cases of termination of notary's general membership in the Notary Office in Vietnam?

According to Clause 1, Article 18 of Circular 01/2021/TT-BTP, a notary's general partner status in a private notary office shall terminate in the following cases:

- According to personal wishes according to the Notarization Law;

- Other cases as prescribed by the Law on Enterprises related to partnerships.

In addition, according to Clause 2, Article 18 of Circular 01/2021/TT-BTP, the notary shall terminate his or her status as a general partner according to the regulations when it is approved in writing by at least three quarters of the total number of general partners.

The notary must notify in writing other general partners and the Department of Justice where the private notary office has registered its operation of the termination of the general partner status at least 6 months before the expected date of termination.

Within 2 years from the date of termination of the general partner status, the person who has terminated the general partner status according to his/her personal wish must still be jointly and severally liable with all his/her assets for the debts of the private notary office that had been incurred before the date of termination of the general partner status.

2. Regulations on change of partners of notary offices in Vietnam

Regulations on change of partners of notary offices in Vietnam according to Article 27 of the Law on Notarization 2014 are as follows:

- A notary being a partner of a notary office may terminate his/her partnership status at his/her own will or in other cases prescribed by law.

A notary office may admit new notaries as partners, provided that such notaries are accepted by remaining notaries being its partners.

The termination of the partnership status of notaries and admission of new notaries as partners must comply with the Law on Notarization 2014 and the law on enterprises.

- In case a notary being the partner of a notary office dies or is declared to be dead by a court, his/her heir is entitled to enjoy the value of his/her assets at the notary office left after paying his/her debts.

The heir may become a partner of such notary office if he/she is a notary and accepted by other notaries who are partners of such notary office.

3. Regulations on termination of general partners in Vietnam

According to Article 185 of the Law on Enterprise 2020, the termination of general partners is as follows:

- A general partner status will be terminated if he/she:

= Voluntarily withdraws capital from the partnership;

= Is dead, missing or incapacitated; has limited legal capacity; has difficulty controlling his/her own behaviors;

= Is excluded from the partnership;

= Is serving an imprisonment sentence or banned by the court from doing certain jobs;

= In other cases specified in the charter.

- 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.

- A general partner will be excluded from the partnership if he/she:

= Is not able to contribute capital or fails to contribute capital as promised after a second notice is made by the company;

= Violates the regulations of Article 180 of this Law;

= Fails to do business in an honest and prudent manner or has inappropriate actions causing serious damage to the interest of the partnership and other partners; or

= Fails to fulfill a general partner’s obligations.

- In case of termination due to a partner’s being incapacitated or having limited legal capacity or having difficulty controlling his/her behaviors, his/her stake shall be fairly returned.

- For 02 years from the date of termination in the cases specified in Points a, c, d and dd Clause 1 of this Article, the partner still jointly has a liability for the company’s debts that occur before the termination date which is equal to his/her total assets.

- After termination of a general partner whose name is used as part of or the whole partnership’s name, that general partner or his/her heir or legal representative is entitled to request the partnership to stop using that name.

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