What are the assets of a partnership in Vietnam?

General regulations on partnerships in Vietnam

Pursuant to Article 177 of the Law on Enterprises 2020, a partnership is an enterprise in which:

- There are least 02 partners that are joint owners of the company and do business under the same name ((hereinafter referred to as “general partner”). There can be limited partners in addition to general partners;

- A general partner shall be an individual whose liability for the company’s obligations is equal to all of his/her assets;

- A limited partner can be an organization or an individual whose liability for the company’s debts is equal to the promised capital contribution.

A partnership has the status of a juridical person from the day on which the Certificate of Enterprise Registration is issued. A partnership must not issue any kind of securities.

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.

What are the assets of a partnership in Vietnam? (Internet image)

Regulations on capital contribution and issuance of the capital contribution certificate for partnerships in Vietnam

According to  Article 178 of the Law on Enterprises 2020, regulations on capital contribution and issuance of the capital contribution certificate for partnerships in Vietnam 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.

What are the assets of a partnership in Vietnam?

Pursuant to Article 179 of the Law on Enterprises 2020, 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.

Mai Thanh Loi

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