Decree No. 102/2010/ND-CP detailing the implementation of certain provisions of the Enterprise Law

DECREE

Detailed Implementation Guidelines for Certain Provisions of the Enterprise Law

______________________________

THE GOVERNMENT

Pursuant to the Law on Organization of the Government dated December 25, 2001;

Pursuant to the Enterprise Law dated November 29, 2005;

The Prime Minister issues this Decision on principles, criteria, and allocation standards for state budget investment capital development phase 2016-2020.

DECREE:

Article 1. Scope of Regulation

This Decree provides detailed implementation guidelines for certain provisions of the Enterprise Law related to establishment, management organization, operation, restructuring, and dissolution of enterprises.

Article 2. Applicability

The subjects to which this Decree applies include:

1. Limited liability companies, joint-stock companies, partnerships, and sole proprietorships, including limited liability companies and joint-stock companies converted from state-owned enterprises with 100% state capital, enterprises of Party organizations and political-social organizations, joint ventures, and foreign-invested enterprises with 100% foreign capital (hereinafter referred to collectively as enterprises);

2. Joint ventures and foreign-invested enterprises with 100% foreign capital shall not re-register pursuant to Decree No. 101/2006/NĐ-CP dated September 21, 2006 of the Government on re-registration, conversion, and registration of changes to Investment Certificates of foreign-invested enterprises under the Enterprise Law and the Investment Law (hereinafter referred to as Decree No. 101/2006/NĐ-CP);

3. Individual business households;

4. Other organizations and individuals related to the establishment, management organization, and operation, restructuring, and dissolution of enterprises.

Article 3. Application of the Enterprise Law, International Treaties, and Related Laws

1. The establishment, management organization, and operation of enterprises shall be governed by the provisions of the Enterprise Law, except for cases stipulated in Clauses 2 and 3 of this Article.

2. In cases where international treaties to which the Socialist Republic of Vietnam is a party provide different provisions regarding the documents, procedures, formalities, and conditions for establishment, business registration, ownership structure, and business autonomy, such provisions shall apply.

3. Where there are differences between the provisions of the Enterprise Law and the following laws regarding the documents, procedures, formalities, and conditions for establishment and business registration; organizational structures, authorities of internal management bodies, business autonomy, restructuring, and dissolution of enterprises, the provisions of such laws shall apply.

a) The Law on Credit Institutions;

b) The Petroleum Law;

c) The Civil Aviation Law of Vietnam;

d) The Publishing Law;

đ) The Press Law;

e) The Education Law;

g) The Securities Law;

h) The Insurance Business Law;

i) The Lawyers Law;

k) The Notarization Law;

l) The Law amending and supplementing the laws mentioned in this Clause and other special laws passed by the National Assembly after the effectiveness of this Decree.

Article 4. Party and Mass Organizations in Enterprises

1. Party and mass organizations in enterprises operate within the framework of the Constitution, laws, and their constitutions.

2. Enterprises respect and create favorable conditions for the promotion and mobilization of the establishment of Party and mass organizations within the enterprise, and the recruitment of employees into these organizations.

3. Enterprises create favorable conditions in terms of physical facilities, time, and other necessary conditions for members of Party and mass organizations working in the enterprise to fully implement their activity schedules according to their constitutions and internal regulations.

Article 5. Contributing Capital with Intellectual Property Rights

Intellectual property rights used for contributing capital include copyright, related rights, industrial property rights, rights to plant varieties, and other intellectual property rights as prescribed by intellectual property laws. Only individuals and organizations that are owners of the aforementioned rights may use them to contribute capital. The Ministry of Finance shall guide the valuation of contributions made with intellectual property rights.

Article 6. Registered Capital of the Company and Number of Shares Entitled to Issue of Joint Stock Companies

1. The registered capital of a limited liability company with two or more members is the total value of the capital contributions made or committed to be made by the members within a specific period and recorded in the Company Charter.

2. The registered capital of a single-member limited liability company is the total value of the capital contributed or committed to be contributed by the owner within a specific period and recorded in the Company Charter.

3. The period for members or the owner of a single-member company to contribute the committed capital to the registered capital as stipulated in Clauses 1 and 2 of this Article shall not exceed thirty-six months from the date of issuance of the Enterprise Registration Certificate or the supplementary or amended Enterprise Registration Certificate.

4. The registered capital of a joint stock company is the total par value of issued shares. The number of issued shares is the number of shares that shareholders have fully paid to the company. At the time of business registration for establishment, the registered capital of a joint stock company is the total par value of shares subscribed by founding shareholders and other common shareholders and recorded in the Company Charter; these shares must be fully paid within ninety days from the date of issuance of the Enterprise Registration Certificate.

5. The number of shares entitled to issue of a joint stock company is the number of shares decided by the General Shareholders' Meeting to issue for additional capital raising. The number of shares entitled to issue at the time of business registration of a joint stock company is the total number of shares subscribed by founding shareholders and other common shareholders at the time of business registration and additional shares to be issued within three years from the date of issuance of the Enterprise Registration Certificate and recorded in the Company Charter.

Article 7. Prohibited Industries and Trades

1. The list of prohibited industries and trades includes:

a) Trading in military weapons, equipment, technology, supplies, and special-purpose vehicles for military and police forces; military uniforms (including insignia, rank badges, and military emblems of the military and police), military supplies for armed forces; parts, components, accessories, materials, and special equipment and technology for manufacturing them;

b) Trading in all types of narcotics;

c) Trading in chemicals listed under Schedule 1 (according to the International Convention);

d) Trading in reactionary, obscene, superstitious, or harmful cultural products detrimental to aesthetic education and personality development;

đ) Trading in various types of fireworks;

e) Trading in dangerous toys and games, or toys and games harmful to children's character education and health, or to public security and social order;

g) Trading in wild plants and animals, including live specimens and processed parts thereof, as specified in international agreements to which Vietnam is a party, and rare plants and animals prohibited from exploitation and use;

h) Trading in prostitution, organizing prostitution, buying and selling people;

i) Operating gambling services, illegal gambling under any form;

k) Providing secret investigation services infringing upon the interests of the State, rights, and legitimate interests of organizations and citizens;

l) Providing marriage brokerage services involving foreign elements;

m) Providing adoption brokerage services involving foreign elements;

n) Trading in imported waste causing environmental pollution;

o) Trading in products, goods, and equipment banned from circulation, use, or not yet permitted for circulation and/or use in Vietnam;

p) Other prohibited industries and trades as prescribed by relevant laws, ordinances, and sectoral decrees.

2. The operation of industries and trades specified in Clause 1 of this Article in certain special cases shall be governed by the provisions of relevant laws, ordinances, or sectoral decrees.

Article 8. Industries and trades subject to conditions and business conditions

1. Industries and trades subject to conditions and business conditions shall be applied in accordance with the provisions of laws, ordinances, decrees, circulars, or decisions related to such industries issued by the Prime Minister (hereinafter referred to collectively as specialized laws).

2. Business conditions are expressed in the following forms:

a) Business license;

b) Certificate of eligibility for business;

c) Professional certificate;

d) Professional liability insurance certification;

đ) Legal capital confirmation;

e) Other approvals of competent state agencies;

g) Other requirements that enterprises must fulfill or possess in order to obtain the right to operate in such industries and trades without any confirmation or approval from competent state agencies in any form.

3. Provisions regarding types of industries and trades subject to conditions and business conditions for those industries and trades in other regulatory legal documents outside those mentioned in Clause 1 of this Article shall not take effect.

Article 9. Industries and trades requiring a professional certificate

1. The professional certificate prescribed in Clause 2, Article 7 of the Enterprise Law is a document issued by a competent state agency of Vietnam or a professional association authorized by the State to issue to individuals who have the necessary professional qualifications and experience in a specific industry or trade.

A professional certificate issued abroad does not take effect in Vietnam, except where specialized laws or international treaties to which Vietnam is a party provide otherwise.

2. Industries and trades requiring a professional certificate and the conditions for issuing such certificates shall be applied in accordance with the provisions of relevant specialized laws.

3. For enterprises operating industries and trades that require a professional certificate under the law, registration for business or supplementary registration for such industries and trades must be carried out according to the following regulations:

a) For enterprises operating industries and trades where the law requires the General Director of the enterprise or the head of the business establishment to hold a professional certificate, the General Director of the enterprise or the head of the business establishment must hold a professional certificate.

b) For enterprises operating industries and trades where the law requires both the General Director and others to hold a professional certificate, the General Director of the enterprise and at least one specialist as stipulated by the relevant specialized law must hold a professional certificate.

c) For enterprises operating industries and trades where the law does not require the General Director or the head of the business establishment to hold a professional certificate, at least one specialist as stipulated by the relevant specialized law must hold a professional certificate.

Article 10. Industries and trades requiring legal capital

1. Industries and trades requiring legal capital, specific levels of legal capital, competent state agencies managing legal capital, organizations or entities authorized to confirm legal capital, application procedures, conditions, and methods of confirming legal capital shall be applied in accordance with the provisions of specialized laws.

2. The Chairman of the Board of Members or the Chairman of the company and the General Director (Managing Director) for limited liability companies, the Chairman of the Board of Directors and the General Director (Managing Director) for joint-stock companies, all general partners for partnership companies, and the sole owner of a private enterprise for private enterprises must bear responsibility for the truthfulness and accuracy of the confirmed legal capital when establishing the enterprise. The enterprise has the obligation to ensure that the actual registered capital is not less than the confirmed legal capital throughout its business operations.

3. For registration of new enterprises operating industries and trades requiring legal capital, the registration dossier must include confirmation of legal capital by the organization or entity authorized to confirm legal capital. The person directly confirming the legal capital shares joint responsibility for the accuracy and truthfulness of the capital at the time of confirmation.

4. For enterprises registering supplementary industries and trades requiring legal capital, there is no need for additional confirmation of legal capital by the organization or entity authorized to confirm legal capital if the owner's equity recorded in the balance sheet of the enterprise at the time not exceeding three months from the date of submission of the dossier is equal to or greater than the required legal capital.

Article 11. Right to register for business and conduct business activities

1. Enterprises have the right to proactively register for business and conduct business activities without having to apply for permission, approval, or seek opinions from state management agencies if the industry or profession does not:

a) Belong to prohibited industries or professions;

b) Belong to conditional business industries or professions as prescribed by specialized laws.

2. For conditional business industries or professions, enterprises are entitled to engage in such industries or professions from the moment they meet the conditions as prescribed.

If an enterprise conducts business activities without meeting the prescribed conditions, the Chairman of the Board of Members or the Chairman of the company and the Director (General Director) for limited liability companies, the Chairman of the Board of Directors and the Director (General Director) for joint-stock companies, all general partners for partnership companies, and the sole owner of a private enterprise shall jointly bear legal responsibility for such business activities.

3. Except where international treaties to which Vietnam is a party or specialized laws provide otherwise, foreign-invested enterprises established in Vietnam with foreign investors owning no more than 49% of the charter capital shall be subject to investment and business conditions applicable to domestic investors.

4. Except where international treaties to which Vietnam is a party or specialized laws provide otherwise, foreign-invested enterprises established in Vietnam with foreign investors owning more than 49% of the charter capital shall be subject to investment and business conditions applicable to foreign investors.

5. The ownership ratio prescribed in Clauses 3 and 4 of this Article shall be applied throughout the entire period during which the enterprise carries out investment and business activities in relevant fields.

Article 12. Right to establish an enterprise

1. All organizations that are legal entities, including foreign-invested enterprises in Vietnam, regardless of the registered address of their main office, and individuals irrespective of their place of residence and nationality, who do not fall under the categories specified in Clause 2 of Article 13 of the Enterprise Law, have the right to establish or participate in establishing enterprises in Vietnam in accordance with the provisions of the Enterprise Law.

2. Each individual may only have the right to register to establish one private enterprise or one household business or become a general partner in one partnership company, except where the remaining general partners agree otherwise. The individual owner of a private enterprise or household business or an individual general partner has the right to establish or participate in establishing a single-member limited liability company, a limited liability company with two or more members, or a joint-stock company.

3. Foreign investors, whether organizations or individuals, who establish an enterprise in Vietnam for the first time must register investment in conjunction with establishing an economic organization in accordance with the law on investment. In this case, the enterprise will be issued an Investment Registration Certificate simultaneously serving as the Enterprise Registration Certificate.

4. Foreign-invested enterprises already established in Vietnam planning to establish new enterprises in Vietnam shall follow the provisions below:

a) Where the new enterprise is established or participated in establishing by an enterprise with over 49% of its charter capital owned by foreign investors, it must have an investment project and register investment in conjunction with establishing an economic organization in accordance with the law on investment. In this case, the enterprise will be issued an Investment Registration Certificate simultaneously serving as the Enterprise Registration Certificate.

b) Where the new enterprise is established or participated in establishing by an enterprise with no more than 49% of its charter capital owned by foreign investors, the establishment of the enterprise shall be carried out in accordance with the Enterprise Law. The investment registration in this case shall be applied in accordance with the corresponding provisions for domestic investment projects.

Article 13. Rights to contribute capital and purchase shares

1. All organizations that are legal entities, including foreign-invested enterprises, regardless of their registered headquarters location, and all individuals regardless of nationality and place of residence, if not falling within the categories specified in Clause 4, Article 13 of the Enterprise Law, have the right to contribute capital and purchase shares without limitation at enterprises in accordance with the corresponding provisions of the Enterprise Law, except for the following cases:

a) The proportion of foreign investors' ownership in listed companies shall be implemented in accordance with the laws on securities;

b) The proportion of foreign investors' ownership in special cases shall apply the provisions of the laws mentioned in Clause 3, Article 3 of this Decree and other relevant specialized laws;

c) The proportion of foreign investors' ownership in enterprises with 100% state-owned capital undergoing shareholding reform or ownership conversion through other forms shall be carried out in accordance with the laws on shareholding reform and conversion of enterprises with 100% state-owned capital;

d) The proportion of foreign investors' ownership in service business enterprises shall be applied according to the specific Commitment Schedule on Trade in Services (Annex to the Protocol on Accession to the WTO of Vietnam);

2. Foreign investors shall implement capital contribution to limited liability companies or accept the transfer of equity contributions from members or owners of the company in accordance with the provisions on capital contribution or equity transfer and registration of changes in membership as stipulated in the Enterprise Law and related laws;

The registration of changes in membership for companies that have been issued Investment Certificate shall be conducted at the competent state agency managing investment;

In other cases, the registration of changes in membership shall be conducted at the business registration authority;

3. Foreign investors purchasing newly issued shares or accepting the transfer of shares shall comply with the provisions on share purchase and transfer and shall carry out shareholder registration or changes in shareholder registration as stipulated in the Enterprise Law and related laws;

In cases where they receive capital contributions from founding shareholders as provided in Clause 3, Article 84 or receive the transfer of shares from founding shareholders as provided in Clause 5, Article 84 of the Enterprise Law, they must also register changes in founding shareholders in accordance with the Enterprise Law at the business registration authority or the competent state agency managing investment;

Article 14. Prohibition on State Agencies and Units under the People's Armed Forces from Using State Funds and Assets to Contribute Capital, Purchase Shares, and Establish Enterprises for Private Gain

1. It is strictly prohibited for state agencies and units under the people's armed forces to use state assets and public funds to establish enterprises, contribute capital, and purchase shares of enterprises for private gain for their own agencies or units;

2. State assets and public funds referred to herein include:

a) Assets purchased or acquired using state budget funds and funds of state origin;

b) Budget funds allocated from the state budget;

c) Land granted for use to perform functions and tasks as prescribed by law;

d) Other assets and income generated from the use of such assets and budget funds;

e) Funds sponsored by the Government, organizations, and individuals from abroad;

3. Private gain for agencies or units refers to the use of income obtained from business activities, capital contribution, and share purchase for at least one of the following purposes:

a) Distributing in any form to some or all employees of the agency or unit;

b) Supplementing the operating budget of the agency or unit contrary to the provisions of the State Budget Law;

c) Establishing or supplementing a fund for the private benefit of the agency or unit.

Article 15. Additional Guidelines on the Director (General Director) and Members of the Board of Directors

1. The Director (General Director) of a joint-stock company or a limited liability company with two or more shareholders must meet the following criteria and conditions:

a) Possess full civil capacity and not be among the prohibited persons for establishing and managing a business as stipulated in Clause 2, Article 13 of the Enterprise Law;

b) For individual shareholders holding at least 5% of the ordinary shares (for joint-stock companies) or individual members holding at least 10% of the charter capital (for limited liability companies), or other individuals, they must have professional qualifications or practical experience in business management or in the main business sector of the company.

In cases where the Company Charter sets different criteria and conditions from those specified herein, the criteria and conditions set forth in the Company Charter shall apply;

c) For subsidiaries of companies where the State's shareholding exceeds 50% of the charter capital, in addition to the criteria and conditions stipulated in points a and b of this clause, the Director (General Director) of the subsidiary may not be the spouse, parent, adopted parent, child, adopted child, brother, sister, or half-sibling of the manager of the parent company and the representative of the State's capital at that subsidiary.

2. The Director (General Director) of a limited liability company with one member being an organization must meet the following criteria and conditions:

a) Possess full civil capacity and not be among the prohibited persons for establishing and managing a business as stipulated in Clause 2, Article 13 of the Enterprise Law;

b) Have professional qualifications and corresponding practical experience in business management or in the main business sectors of the company, except when the Company Charter provides otherwise;

c) In cases where the company owner is a state agency or a business with over 50% state ownership, in addition to the criteria and conditions stipulated in points a and b of this clause, the Director (General Director) may not be the spouse, parent, adopted parent, child, adopted child, brother, sister, or half-sibling of the head or deputy head of the state agency and the representative of the State's capital at that company.

3. Members of the Board of Directors of a joint-stock company must meet the following criteria and conditions:

a) Possess full civil capacity and not be among the prohibited persons for establishing and managing a business as stipulated in Clause 2, Article 13 of the Enterprise Law;

b) For individual shareholders holding at least 5% of the total ordinary shares or shareholders holding less than 5% of the total shares, or non-shareholders, they must have professional qualifications or experience in business management or in the main business sector of the company.

In cases where the Company Charter sets different criteria and conditions from those specified herein, the criteria and conditions set forth in the Company Charter shall apply.

4. If the Company Charter does not provide otherwise, the Chairman of the Board of Members, the Chairman of the Company, the Chairman of the Board of Directors, and the Director (General Director) of a company may concurrently hold the positions of Chairman of the Board of Members, Chairman of the Company, Chairman of the Board of Directors, or Director (General Director) of another company, except that the Director (General Director) of a joint-stock company may not simultaneously hold the position of Director (General Director) of another company according to Clause 2, Article 116 of the Enterprise Law.

Article 16. Delegation by the Legal Representative of the Enterprise

1. The legal representative of the enterprise must reside in Vietnam; in case of absence from Vietnam for more than 30 days, they must delegate in writing to another person to perform the rights and duties of the legal representative of the enterprise.

2. In case the delegation period expires and the legal representative of the enterprise has not returned to Vietnam and there is no other delegation, the following provisions shall apply:

a) The delegate continues to exercise the rights and obligations of the legal representative of the sole proprietorship enterprise within the scope of the delegation until the legal representative of the enterprise returns to work at the enterprise;

b) The delegate continues to exercise the rights and obligations of the legal representative of the limited liability company, joint-stock company, or partnership within the scope of the delegation until the legal representative of the company returns to work at the company or until the Board of Members, shareholders of the company, Board of Directors, or Board of Members of the partnership decides to appoint another person as the legal representative of the enterprise.

3. In case of absence from Vietnam for more than 30 days without delegating another person to perform the rights and duties of the legal representative of the enterprise, the Board of Members, shareholders of the company, Board of Directors, or Board of Members of the partnership shall appoint another person as the legal representative of the company.

Article 17. Establishment of Branches and Representative Offices of Enterprises with Foreign Investment Capital

An enterprise with foreign investment capital established under the Investment Law and the Enterprise Law or registered to convert according to the provisions of the law has the right to establish branches and representative offices outside the main office. The establishment of a branch does not necessarily have to be accompanied by or carried out simultaneously with the investment procedures prescribed by the laws on investment. The registration documents, procedures, and process for branch and representative office activities are implemented according to the corresponding provisions of the Enterprise Law, and the registration of branch and representative office activities is carried out at the competent state agency managing investment.

Article 18. Implementation of Capital Contributions and Related Rights and Obligations in Limited Liability Companies with Two or More Members

1. Members must fully contribute capital according to the progress committed in the List of Members. If the capital contribution is made in multiple stages, the final contribution deadline for each member shall not exceed 36 months from the date the company was issued the Business Registration Certificate or the Supplementary or Change Certificate of Membership, and each contribution stage will be confirmed by a certificate of the amount contributed.

2. Within 15 days after each contribution stage according to the commitment, the legal representative of the company must report the progress of the capital contribution to the business registration authority.

In case the legal representative fails to report the progress of the capital contribution as required, the Chairman of the Board of Members, Director (General Director), or the member holding the largest share of the subscribed capital may report the progress of the capital contribution on behalf of the company.

3. During the period when the committed capital has not been fully contributed, members have voting rights and dividends proportional to the actual contributed capital, except where otherwise provided in the Company's Articles of Association.

4. After the final contribution deadline, if any member has not contributed the committed capital, that member is automatically no longer a member of the company and has no right to transfer their contribution rights to another person; the uncontributed capital shall be handled according to the provisions of Clause 5 of this Article.

5. Within 90 days from the final contribution commitment date, the uncontributed capital shall be handled in the following priority order:

a) The remaining members accept part or all of the uncontributed capital according to the proportion of their already contributed capital;

b) One or several members accept the full uncontributed capital;

c) Additional persons are mobilized to contribute the full uncontributed capital.

6. Within 15 days from the end of the 90-day period specified in Clause 5 of this Article, the legal representative of the company must report the progress of the capital contribution and register changes in membership. The registration documents for changing membership in this case include:

a) Application for Changing Membership Registration;

b) Report on the progress of the capital contribution or a copy thereof, certified by the company, and certificates of the subscribed capital of the members;

c) List of Members.

7. Within five working days from receiving the complete documents as stipulated herein, the business registration authority must register and issue a Change in Membership Registration for the company.

In case a member or authorized representative of a member does not sign the List of Members as stipulated in point c, Clause 6 of this Article, the business registration authority shall notify the relevant member of the list and request them to confirm in writing about their contributed capital within 15 days from the date of receipt of the notification. The notification must be sent in a manner ensuring that the relevant member receives it. If no written confirmation is received from the relevant member beyond the deadline, the business registration authority shall register the change in membership at the request of the company. If a member does not sign the List of Members and provides a written objection to the capital contribution recorded in the list, the business registration authority shall refuse to issue the Change in Membership Registration.

8. In the case where the actual contributed capital implemented according to Clause 5 of this Article remains lower than the total committed capital contribution, the business registration authority shall register the contributed capital as the charter capital of the company when processing the procedure for changing members of the company in accordance with the provisions of Clause 6 of this Article; members who have not fully contributed capital as committed must jointly bear responsibility equivalent to the uncontributed capital regarding debts and other financial obligations of the company arising before the change of members is registered under Clause 6 of this Article.

9. The business registration authority has the right to inspect the progress of capital contributions upon request from one or more shareholders holding at least 25% of the charter capital of the company. The results of the inspection of the progress of capital contributions by the business registration authority shall be used to determine the number of voting shares and profit distribution as stipulated in Clause 3 of this Article and to prepare the necessary registration documents for changing members as prescribed in Clause 6 of this Article.

Article 19. Shareholder's Right to Sue the Chairman of the Board of Members, General Director (Chief Executive Officer)

1. A shareholder has the right to sue the Chairman of the Board of Members, General Director (Chief Executive Officer) for civil liability in the following cases:

a) The Chairman of the Board of Members, General Director (Chief Executive Officer) fails to properly perform the rights and duties assigned; does not implement, implements inadequately, or does not act promptly on decisions of the Board of Members; performs the assigned rights and duties contrary to the provisions of the law or the Company’s Articles of Association;

b) The Chairman of the Board of Members, General Director (Chief Executive Officer) uses information, trade secrets, or business opportunities of the company for personal gain or to serve the interests of another organization or individual;

c) The Chairman of the Board of Members, General Director (Chief Executive Officer) abuses their position, office, and company assets for personal gain or to serve the interests of another organization or individual;

d) Other cases as provided by law and the Company’s Articles of Association.

2. The procedures and formalities for filing a lawsuit shall be carried out in accordance with the provisions of the Civil Procedure Law.

Article 20. Supplementary Guidance on Certain Rights and Obligations of Limited Liability Company Shareholders

1. In the case where an individual shareholder of a limited liability company is temporarily detained, imprisoned, sentenced to imprisonment, or deprived of the right to practice their profession by the court for committing smuggling, producing counterfeit goods, illegal business operations, tax evasion, defrauding customers, or other crimes as prescribed by law, such shareholder may authorize another person to participate in the Board of Members to manage the company.

2. For a limited liability company with two shareholders, if one of the shareholders is an individual acting as the legal representative of the company and is temporarily detained, imprisoned, absconds from residence, loses or is restricted in civil capacity, or is deprived of the right to practice their profession by the court for committing smuggling, producing counterfeit goods, illegal business operations, tax evasion, defrauding customers, or other crimes as prescribed by law, the remaining shareholder shall automatically become the legal representative of the company until a new decision is made by the Board of Members regarding the legal representative of the company.

3. In the case where the company does not repurchase the shareholding, cannot pay for the repurchased shareholding, or cannot agree on the price for repurchasing the shareholding as stipulated in Article 43 of the Enterprise Law, the shareholder requesting the company to repurchase has the right to transfer their shareholding to another person. In this case, the transfer is not necessarily required to be conducted in accordance with the provisions of Article 44 of the Enterprise Law.

Article 21. Signature of Members and Representatives of Members in Minutes of the Board of Members' Meeting

1. In accordance with point c, Clause 2, Article 53 of the Enterprise Law, all members and representatives of members attending the meeting must sign the minutes of the Board of Members' meeting. In cases where the resolution of the Board of Members has been passed in compliance with Articles 51 and 52 of the Enterprise Law, but minority members or their representatives refuse to sign the minutes of the Board of Members' meeting, their signatures confirming their attendance at the meeting shall be considered as their signatures on the minutes of the Board of Members' meeting.

2. Clause 1 of this Article also applies similarly to the signature of the board member of a joint-stock company as stipulated in point i, Clause 1, Article 113 of the Enterprise Law.

Article 22. Number of Authorized Representatives Participating in the Board of Members or Attending the General Shareholders' Meeting

1. If the Company Charter does not provide otherwise:

a) An organization that is a member of a limited liability company with ownership of at least 35% of the charter capital may appoint up to three authorized representatives to participate in the Board of Members;

b) An organization that is a shareholder of a joint-stock company with ownership of at least 10% of the total ordinary shares may authorize up to three persons to attend the General Shareholders' Meeting.

2. The number of members of the Board of Members of a single-member limited liability company which is an organization shall be determined by the owner of the company.

Article 23. Founding Shareholders

1. Founding shareholders are those who contribute capital shares, participate in establishing, approving, and signing the first Charter of a joint-stock company.

2. A newly established joint-stock company must have at least three founding shareholders; a joint-stock company converted from a state-owned enterprise with 100% state capital or from a limited liability company or divided, split, merged, or consolidated from another joint-stock company does not necessarily need founding shareholders.

In the absence of founding shareholders, the Charter of the joint-stock company in the business registration dossier must bear the signature of the legal representative or the ordinary shareholders of the company.

3. Founding shareholders must jointly register to purchase at least 20% of the total ordinary shares eligible for issuance at the time of business registration. Founding shareholders and ordinary shareholders at the time of business registration must pay the full amount of the registered shares within ninety days from the date the company receives its Business Registration Certificate. During this period, the voting rights of shareholders are calculated based on the number of ordinary shares registered for purchase.

4. Within fifteen days from the last day when the shareholders specified in Clause 3 of this Article must pay the full amount of the registered shares, the company must notify the results of the registered share capital contribution to the business registration authority.

5. In case a shareholder fails to pay the full amount of the registered shares within ninety days from the date the company receives its Business Registration Certificate, the following provisions shall apply:

a) A shareholder who has not paid the registered shares will automatically cease to be a shareholder of the company and cannot transfer the right to purchase such shares to another person;

b) A shareholder who only pays part of the registered shares will have the right to vote, receive dividends, and other rights corresponding to the paid shares; they cannot transfer the right to purchase the unpaid shares to another person;

c) In case a shareholder fails to pay the full amount of the registered shares, the remaining shares shall be handled according to the provisions of Clause 3, Article 84 of the Enterprise Law within ninety days from the last day the shareholder must pay the full amount of the registered shares; simultaneously, the company must register changes to the founding shareholders in accordance with Clause 6 of this Article.

6. The company must register changes to the founding shareholders within seven working days from the end of the ninety-day period stipulated in point c, Clause 5 of this Article. The application for registering changes to the founding shareholders includes:

a) Application for registering changes to the founding shareholders;

b) Copy of the shareholder register certified by the company;

c) List of supplementary and amended founding shareholders.

Within five working days from the date of receiving complete documents, the business registration authority shall register changes to the founding shareholders.

7. In case there are founding shareholders, and the authorized representatives of the founding shareholders do not sign the list of supplementary and amended founding shareholders, the business registration authority shall notify the list of supplementary and amended founding shareholders to related shareholders and request them to confirm the accuracy of the paid shares within fifteen days from the date of receipt of the notification. The notification must be sent in a manner ensuring that the related shareholders receive it.

If no confirmation in writing is received from the relevant founding shareholders within the aforementioned fifteen days, the business registration authority shall register changes to the founding shareholders upon the company's request. In case a related shareholder objects in writing to the accuracy of the content of the founding shareholders' list, the business registration authority shall refuse to register changes to the founding shareholders.

8. The business registration authority has the right to inspect the results of share capital contributions at the request of one or a group of shareholders holding at least 10% of the company's charter capital. The results of the inspection of share capital contributions shall be used to establish the shareholder register, compile the list of founding shareholders, issue share certificates to shareholders, and other necessary documents of the company.

9. After three years from the date of the initial issuance of the Business Registration Certificate, if the shares eligible for issuance as stipulated in Clause 4, Article 84 of the Enterprise Law have not been fully sold, the company must register to adjust the authorized issuance capital equal to the issued shares. A joint-stock company may not increase the number of shares eligible for issuance while the existing shares have not been fully sold.

10. The restriction on the transfer of shares of founding shareholders as stipulated in Clause 5, Article 84 of the Enterprise Law only applies to the shares registered for purchase at the time of the initial business registration and contributed within ninety days from the date of issuance of the Business Registration Certificate.

Article 24. Offering Shares

1. A joint-stock company shall offer shares through one of the following methods:

a) Through mass media, including the internet;

b) Offering to at least one hundred investors, excluding professional securities investors;

c) Offering to an unspecified number of investors;

d) Offering to fewer than one hundred determined investors.

2. The procedures, conditions, and requirements for offering shares shall be carried out in accordance with relevant laws on securities.

3. After the completion of the share offering period, the company shall re-register its charter capital in accordance with the Law on Enterprises and Decree No. 43/2010/NĐ-CP dated April 15, 2010 of the Government on business registration.

Article 25. Right to Sue Members of the Board of Directors, General Director (Chief Executive Officer)

1. Shareholders holding at least 1% of the ordinary shares continuously for six months have the right to request the Supervisory Board to initiate civil liability lawsuits against members of the Board of Directors, General Director (Chief Executive Officer) in the following cases:

a) Members of the Board of Directors, General Director (Chief Executive Officer) fail to properly perform their assigned rights and duties; fail to implement, implement inadequately, or implement untimely decisions of the Board of Directors; perform their assigned rights and duties contrary to the provisions of the law, the Company's Charter, or the Resolution of the General Meeting of Shareholders;

b) Members of the Board of Directors, General Director (Chief Executive Officer) have used information, trade secrets, or business opportunities of the company for personal gain or to serve the interests of other organizations or individuals;

c) Members of the Board of Directors, General Director (Chief Executive Officer) have abused their positions, powers, and assets of the company for personal gain or to serve the interests of other organizations or individuals;

d) Other cases as provided by law and the Company’s Articles of Association.

2. Within fifteen days from the date of receiving the lawsuit request from shareholders as stipulated in Clause 1 of this Article, the Supervisory Board must respond in writing confirming receipt of the lawsuit request and proceed with the lawsuit procedures as requested.

3. In case the Supervisory Board does not initiate a lawsuit as required in Clause 2 of this Article or if there is no Supervisory Board in the joint-stock company, shareholders as stipulated in Clause 1 of this Article have the right to directly initiate a lawsuit against members of the Board of Directors, General Director (Chief Executive Officer).

4. The procedures and requirements for initiating a lawsuit shall be carried out in accordance with the relevant laws on civil procedure.

Article 26. Certain Issues Related to the General Meeting of Shareholders

1. Shareholders may attend the General Meeting of Shareholders in one of the following forms:

a) Attend the General Meeting of Shareholders in person;

b) Send voting ballots by guaranteed mail to the Board of Directors at least one day before the meeting opens. In this case, the head of the ballot counting committee of the General Meeting of Shareholders has the right to open the shareholder's voting ballot;

c) Delegate another person to attend the General Meeting of Shareholders. In the case where a shareholder organization does not have a representative under Clause 3 of Article 96 of the Law on Enterprises, it may delegate another person to attend the General Meeting of Shareholders.

2. In the event that a shareholder attending the meeting is a related party without voting rights, the resolution of the General Meeting of Shareholders on that issue shall be passed when at least 65% or 75% of the total number of votes with voting rights, respectively, as provided for in Points a and b of Clause 3 of Article 104 of the Law on Enterprises.

Article 27. Effectiveness of resolutions and decisions of the General Meeting of Shareholders, Board of Members, and Board of Directors

1. Unless otherwise provided in the Company's Charter, resolutions and decisions of the General Meeting of Shareholders, Board of Members, and Board of Directors shall take effect from the date they are adopted or from the effective date specified in such resolutions or decisions.

2. In cases where a shareholder, group of shareholders, member of the Board of Members, or member of the Board of Directors requests litigation or directly initiates litigation against adopted resolutions or decisions, such resolutions or decisions shall continue to be implemented until a court or arbitration body issues a different decision.

Article 28. Disclosure of Related Parties and Their Transactions with the Company

Unless otherwise provided in the Company's Charter, the disclosure of related parties and their transactions with the company shall be carried out as follows:

1. The company must compile and update a list of related parties of the company in accordance with Clause 17, Article 4 of the Enterprise Law and the corresponding transactions between them and the company; this list must be kept at the company’s main office; if necessary, part or all of the contents of this list may be kept at the company’s branches.

2. All shareholders, managers, members of the Supervisory Board of the company, and their authorized representatives have the right to view, extract, and copy part or all of the contents of the aforementioned list during working hours.

3. The company must create conditions for those mentioned in Clause 2 of this Article to access, view, extract, and copy the list of related parties of the company and other relevant information as quickly and conveniently as possible. No one has the right to obstruct or make it difficult for them to exercise the right to access information as stipulated in Clause 2 of this Article.

Article 29. Cumulative Voting

1. The cumulative voting method prescribed in point c, Clause 3, Article 104 of the Enterprise Law shall apply to all joint-stock companies, including listed companies, except where securities laws provide otherwise.

2. Prior to and during the General Meeting of Shareholders, shareholders have the right to form groups to nominate and cumulatively vote for candidates they propose.

3. The number of candidates that each group has the right to nominate depends on the number of candidates decided by the General Meeting and the shareholding ratio of each group. If the Company's Charter does not provide otherwise or the General Meeting of Shareholders does not decide otherwise, the number of candidates that groups have the right to nominate shall be as follows:

a) A shareholder or group of shareholders holding from 10% to less than 20% of the total voting shares may nominate up to one candidate.

b) A shareholder or group of shareholders holding from 20% to less than 30% of the total voting shares may nominate up to two candidates.

c) A shareholder or group of shareholders holding from 30% to less than 40% of the total voting shares may nominate up to three candidates.

d) A shareholder or group of shareholders holding from 40% to less than 50% of the total voting shares may nominate up to four candidates.

đ) A shareholder or group of shareholders holding from 50% to less than 60% of the total voting shares may nominate up to five candidates.

e) A shareholder or group of shareholders holding from 60% to less than 70% of the total voting shares may nominate up to six candidates.

g) A shareholder or group of shareholders holding from 70% to less than 80% of the total voting shares may nominate up to seven candidates.

h) A shareholder or group of shareholders holding from 80% to less than 90% of the total voting shares may nominate up to eight candidates.

In cases where the number of candidates nominated by shareholders or groups of shareholders is lower than the number of candidates they are entitled to nominate, the remaining candidates shall be nominated by the Board of Directors, the Supervisory Board, or other shareholders.

4. The elected members of the Board of Directors or the Supervisory Board shall be determined based on the number of votes counted from highest to lowest, starting from the candidate with the highest number of votes until the number of members specified in the Company's Charter is reached. In cases where two or more candidates achieve the same number of votes for the last position on the Board of Directors or the Supervisory Board, a re-vote will be conducted among these candidates with equal votes or selected according to the election rules or the Company's Charter.

Article 30. Additional Guidance on Holding Board of Directors Meetings

1. The first convened meeting of the Board of Directors shall be held when at least three-quarters of the total number of members attend.

2. In case the first convened meeting does not have the required number of attendees as stipulated in Clause 1 of this Article, it shall be reconvened within fifteen days from the date of the first planned meeting. In this case, the meeting shall proceed if more than half of the Board of Directors members attend.

Article 31. Conversion of a Single-Member Limited Liability Company to a Multi-Member Limited Liability Company

1. The conversion of a single-member limited liability company wholly owned by the State into a multi-member limited liability company shall be carried out in accordance with specific regulations set forth by the Government.

2. A single-member limited liability company (except for cases specified in Clause 1 of this Article) may convert into a multi-member limited liability company when the company's owner has contributed the committed capital amount to the company. The conversion shall be conducted through the following methods:

a) The company's owner transfers, gives, or gifts a portion of their ownership in the company to one or several other individuals.

b) The company raises additional capital contributions from one or several other individuals.

The value of the transferred, given, or gifted ownership, or the raised additional capital contribution, corresponding to the aforementioned conversion method must be based on market price, asset valuation method, discounted cash flow method, or another appropriate method.

3. Within fifteen working days from the date the company's owner transfers, gives, or gifts a portion of their ownership in the company to one or several other individuals or the company raises additional capital contributions or committed capital contributions from one or several other individuals, the company shall submit or file the conversion application with the business registration authority or the competent state management agency that issued the Investment Certificate. The conversion application procedures shall comply with the relevant provisions of Decree No. 43/2010/NĐ-CP dated April 15, 2010, of the Government on Business Registration.

Within five working days from the date of receiving the conversion application, the business registration authority or the competent state investment management agency shall issue a new Enterprise Registration Certificate or Investment Certificate accordingly.

4. The converted company shall automatically inherit all legitimate rights and interests, be responsible for all debts including taxes, labor contracts, and other obligations of the converted company.

5. Within seven working days from the date of issuing the Enterprise Registration Certificate or Investment Certificate as stipulated in Clause 3 of this Article, the business registration authority or the competent state management agency regarding investment must notify relevant state agencies according to Clause 1 of Article 27 of the Law on Enterprises; simultaneously removing the name of the converted company from the business registration book.

Article 32. Conversion of a Joint Stock Company or a Multi-Member Limited Liability Company to a Single-Member Limited Liability Company

1. A joint stock company or a multi-member limited liability company may convert into a single-member limited liability company through the following methods:

a) One shareholder or member acquires the entire shares or equity contributions of all remaining shareholders or members.

b) One corporate shareholder or member receives investment capital contributions equivalent to the entire shares or equity contributions of all remaining shareholders or members.

c) An organization or individual who is not a shareholder or member acquires the entire shares or equity contributions of all shareholders or members of the company.

2. The transfer or receipt of investment capital contributions by shares or equity contributions as stipulated in Clause 1 of this Article must be conducted at market price, determined by asset valuation method, discounted cash flow method, or another appropriate method.

3. Within fifteen working days from the date one shareholder or member acquires the transfer as stipulated in Point a, Clause 1 of this Article or receives investment capital contributions as stipulated in Point b, Clause 1 of this Article or another person acquires the transfer or receives investment capital contributions as stipulated in Point c, Clause 1 of this Article, the company shall submit or file the conversion application with the business registration authority where the enterprise was registered or the competent state management agency regarding investment that issued the Investment Certificate. The conversion application procedures shall comply with the relevant provisions of Decree No. 43/2010/NĐ-CP dated April 15, 2010, of the Government on Business Registration.

Within five working days from the date of receiving the conversion application, the business registration authority or the competent state management agency regarding investment shall issue a new Enterprise Registration Certificate or Investment Certificate.

4. The converted company shall automatically inherit all legitimate rights and interests, be responsible for all debts including taxes, labor contracts, and other obligations of the converted company.

5. Within seven working days from the date of issuing the Enterprise Registration Certificate or Investment Certificate as stipulated in Clause 3 of this Article, the business registration authority or the competent state management agency regarding investment must notify relevant state agencies according to Clause 1 of Article 27 of the Law on Enterprises; simultaneously removing the name of the converted company from the business registration book.

Article 33. Conversion of Limited Liability Company to Joint Stock Company

1. For a limited liability company with 100% state capital converting to a joint stock company, it shall be implemented in accordance with the provisions of the law on the conversion of state-owned companies to joint stock companies.

2. A limited liability company may convert to a joint stock company through the following methods:

a) Converting to a joint stock company without raising additional capital from other contributors or selling existing shares to others;

b) Converting to a joint stock company combined with offering securities to the public;

c) Converting to a joint stock company combined with issuing shares to fewer than 100 identified investors.

3. For a limited liability company that converts to a joint stock company by offering securities to the public, the conditions for conversion, procedures, formalities, and conditions for offering securities shall be carried out in accordance with the provisions of the Securities Law.

4. Within five working days from the date of receiving the conversion file, the business registration agency or the competent state management agency on investment shall issue again the Enterprise Registration Certificate or Investment Certificate accordingly; at the same time, revoke the Enterprise Registration Certificate or Investment Certificate previously issued for the converted company. The conversion file shall be implemented in accordance with the corresponding provisions of Decree No. 43/2010/ND-CP dated April 15, 2010 of the Government on enterprise registration.

5. The converted company shall automatically succeed all lawful rights and interests, be responsible for debts including taxes, labor contracts, and other obligations of the converted company.

6. Within seven working days from the date of issuance of the Enterprise Registration Certificate or Investment Certificate as stipulated in Clause 4 of this Article, the business registration agency or the competent state management agency on investment must notify relevant state agencies according to Clause 1 of Article 27 of the Enterprise Law; simultaneously remove the name of the converted company from the business registration book.

Article 34. Main Content of the Conversion Application Form

The conversion application form prescribed in Articles 31, 32, and 33 of this Decree shall contain the following main contents at minimum:

1. Name of the converted company;

2. Name of the converting company (if the company intends to change its name during the conversion);

3. Head office address, telephone number, fax number, email transaction address (if any);

4. Business sectors;

5. Current charter capital and charter capital after raising additional contributions or shares;

6. Conversion method;

7. Full name, permanent residence address, identification card number, or passport number of the legal representative of the company;

8. Other contents as prescribed in Clauses 5 and 6 of Article 21 of the Enterprise Law.

Article 35. Contents of the Enterprise Registration Certificate or Business Registration Content in the Investment Certificate Applicable to Conversion Cases

The Enterprise Registration Certificate for companies converting as prescribed in Articles 31, 32, and 33 of this Decree shall contain the following main contents:

1. Name of the converted company, certificate number and issuance date of the Enterprise Registration Certificate or Investment Certificate, charter capital;

2. Name of the converting company, certificate number and issuance date of the Enterprise Registration Certificate or Investment Certificate;

3. Head office address, branch addresses, representative office addresses; telephone number, fax number, and email transaction address (if any) of the converting company;

4. Charter capital of the converting company for a limited liability company, number and value of sold shares, number of shares available for sale for a joint stock company;

5. Business sectors;

6. Full name, permanent residence address or temporary residence address (for foreigners), nationality, identification card number, passport number (for foreigners) or other legally valid personal certification of the legal representative of the company;

7. Other contents as prescribed in Clause 3 of Article 25 of the Enterprise Law.

Article 36. Conversion of a Private Enterprise into a Limited Liability Company

1. A private enterprise may be converted into a limited liability company pursuant to the decision of the owner of the private enterprise if it meets the following conditions:

a) Meeting all conditions stipulated in Article 24 of the Law on Enterprises;

b) The owner of the private enterprise must be the sole shareholder (in the case of conversion into a single-member limited liability company) or a member (in the case of conversion into a limited liability company with two or more members);

c) The owner of the private enterprise commits in writing to bear personal responsibility for all outstanding debts of the private enterprise with their entire assets and to pay off the full amount of debt when due;

d) The owner of the private enterprise agrees in writing with the parties to the unfulfilled contracts regarding the acceptance and performance of those contracts by the limited liability company being converted;

đ) The owner of the private enterprise commits in writing or agrees in writing with other capital contributors regarding the acceptance and utilization of existing labor force of the private enterprise.

2. Within ten working days from the date of receiving the application file, the business registration agency shall examine and issue the Business Registration Certificate if the conditions stipulated in Clause 1 of this Article are met. In case of refusal, a written response stating the reasons and guidance on necessary amendments and supplements shall be provided. The conversion application file shall be implemented according to the corresponding provisions of Government Decree No. 43/2010/NĐ-CP dated April 15, 2010 on business registration.

3. Within seven working days from the date of issuing the Business Registration Certificate as stipulated in Clause 2 of this Article, the business registration agency or the competent state agency managing investment must notify relevant state agencies as prescribed in Clause 1 of Article 27 of the Law on Enterprises; at the same time, remove the name of the converted private enterprise from the business registration book.

Article 37. Joint Ventures and Wholly Foreign-Owned Enterprises Not Requiring Reregistration Pursuant to Government Decree No. 101/2006/NĐ-CP

1. Internal management and operations of the enterprise shall be carried out in accordance with the provisions of the Enterprise Charter; where the Charter does not provide, applicable provisions of the Law on Enterprises and guiding documents shall apply.

2. They have corresponding rights and obligations as prescribed by the Law on Enterprises, the Investment Law, and related laws in conducting business activities within the scope of industries and businesses recorded in the Investment License.

Article 38. Supplementary Guidance on Economic Groups

1. An economic group consists of a group of large companies with independent legal status, formed based on the aggregation and linkage through investment, capital contribution, merger, acquisition, restructuring, or other forms of association; they are closely linked to each other economically, technologically, in markets, and other business services, forming a business conglomerate with at least two levels of enterprises under the form of parent company - subsidiary company.

2. An economic group does not have legal personality and is not required to conduct business registration in accordance with the Law on Enterprises. The organization and operation of the group are decided by mutual agreement among the companies forming the group.

3. The parent company can be organized in the form of a joint stock company or a limited liability company, meeting the conditions set forth in Clause 15 of Article 4 of the Law on Enterprises. Subsidiary companies can be organized in the form of a joint stock company or a limited liability company in accordance with the Law on Enterprises or related laws.

The parent company, subsidiary companies, and other companies forming the economic group have rights, obligations, organizational structures, and operations consistent with the form of enterprise organization as prescribed by the Law on Enterprises, related laws, and the Company Charter.

4. The term "group" may be used as an auxiliary component in the name of the parent company, in compliance with the provisions from Article 31 to Article 34 of the Law on Enterprises regarding naming enterprises.

5. The Ministry of Finance shall guide the consolidated financial reporting system, monitor the financial activities of economic groups, and groups of parent-subsidiary companies within economic groups.

The Ministry of Industry and Trade shall guide the supervision of economic groups and groups of parent-subsidiary companies within economic groups in implementing regulations on limiting competition, preventing abuse of dominant market position, or abuse of monopoly position.

Article 39. Supervision by the Business Registration Authority over the procedures and decisions made at the General Meeting of Shareholders

1. Shareholders or groups of shareholders as specified in Clause 2, Article 79 of the Enterprise Law have the right to request the Business Registration Authority or the competent state agency managing investment to supervise the procedures for convening, conducting meetings, and making decisions at the General Meeting of Shareholders they have convened, in accordance with Clause 6, Article 97 of the Enterprise Law.

2. The request must be in writing and must minimally include the following main contents:

a) Name and headquarters address of the company;

b) Number and date of issuance of the Enterprise Registration Certificate;

c) List of shareholders or groups of shareholders requesting the convening of the General Meeting of Shareholders, including full name (for individuals), name and headquarters address (for legal entities), number of ordinary shares and ownership ratio, date and registration number in the shareholder register;

d) Reasons for convening the General Meeting of Shareholders, time and location of the meeting;

đ) Signature of all shareholders or groups of shareholders convening the meeting;

3. The request as stipulated in Clause 2 of this Article must be accompanied by:

a) A letter requesting the Board of Directors and the Audit Board to convene the General Meeting of Shareholders in accordance with point c, Clause 3, Article 97 of the Enterprise Law.

b) An invitation letter for the General Meeting of Shareholders;

c) Agenda and documents serving the meeting.

4. The Business Registration Authority or the competent state agency managing investment will send representatives to supervise the General Meeting of Shareholders if it receives complete files in terms of quantity and content as stipulated in Clauses 2 and 3 of this Article at least three days before the meeting, and the shareholders or groups of shareholders convening the meeting are registered in the company's shareholder register and have sufficient ownership ratio as prescribed in Clause 2, Article 79 of the Enterprise Law.

5. Representatives of the Business Registration Authority or the competent state agency managing investment are responsible for supervising the procedures and processes of holding the meeting and making decisions at the General Meeting of Shareholders on issues included in the agenda as prescribed by the Enterprise Law and guiding documents.

At the chairman's request, representatives of the Business Registration Authority or the competent state agency managing investment may present guidance on the format and procedures for holding the General Meeting and voting, if deemed necessary.

6. One day after the closing of the General Meeting of Shareholders, representatives of the Business Registration Authority or the state agency managing investment must submit a written report on the results of the supervision of the meeting to the company and simultaneously file it in the company's business registration dossier. The report must contain an assessment of the legality of the procedures and processes of holding the meeting.

Article 40. Dissolution of Enterprises

1. An enterprise shall be dissolved in cases prescribed in Clause 1, Article 157 of the Enterprise Law, has its Investment Certificate revoked as prescribed in Article 68 of Decree No. 108/2006/NĐ-CP dated September 22, 2006 of the Government detailing and guiding the implementation of certain provisions of the Investment Law, or is declared dissolved by the Court.

2. The procedures and steps for dissolution and liquidation of enterprise assets shall be carried out in accordance with Clauses 1 to 4, Article 158 of the Enterprise Law.

3. Within seven working days from the completion of the enterprise dissolution and settlement of all debts, the legal representative of the enterprise shall submit the dissolution dossier to the Business Registration Authority or the competent state agency managing investment. The dissolution dossier as prescribed in Clause 5, Article 158 of the Enterprise Law includes:

a) Decision on dissolution or decision to revoke the Enterprise Registration Certificate, decision to revoke the Investment Certificate, or decision of the Court declaring the dissolution of the enterprise;

b) List of creditors and amounts paid off, including full payment of tax debts and social insurance contributions;

c) List of current employees and resolved employee benefits;

d) Confirmation letter from the tax authority regarding the completion of tax obligations;

đ) Confirmation letter from the police authority regarding the cancellation of the seal;

e) Enterprise Registration Certificate or Investment Certificate.

4. Members of the Board of Directors of a joint-stock company, members of the Board of Members of a limited liability company, owners of a company, individual business owners, Directors or General Managers, and partners in a partnership are responsible for the truthfulness and accuracy of the dissolution dossier.

5. In case the dissolution dossier is inaccurate or forged, those persons as stipulated in Clause 4 of this Article shall jointly bear responsibility for paying off unpaid debts, unpaid taxes, and unresolved employee benefits, and shall bear personal responsibility under the law for any consequences arising within three years from the date of submission of the dissolution dossier to the Business Registration Authority or the competent state agency managing investment.

6. The dissolution of enterprises and economic organizations established and operating according to laws specified in Clause 3, Article 3 of this Decree shall be implemented in accordance with the relevant specialized laws.

Article 41. Termination of Branch Operations

1. The branch of a business may be terminated according to the decision of the business itself or according to the decision of the competent state agency to revoke the Certificate of Branch Operation.

2. Documents for terminating branch operations include:

a) The business's decision on terminating branch operations or the decision of the competent state agency to revoke the Certificate of Branch Operation;

b) A list of creditors and outstanding debts, including taxes owed by the branch and social insurance contributions;

c) A list of employees and their current rights;

d) The registration certificate of the branch;

đ) A confirmation letter from the police authority regarding the cancellation of the branch's seal.

3. The legal representative of the business and the Director of the dissolved branch shall jointly bear responsibility for the truthfulness and accuracy of the documents for terminating branch operations.

4. A business with a terminated branch shall be responsible for performing contracts, paying off debts, including taxes owed by the branch, and continuing to employ labor or settling legitimate benefits for employees who worked at the branch in accordance with the law.

5. Within seven working days from the date of receiving all documents for terminating branch operations as stipulated in Clause 2 of this Article, the business registration agency or the competent state agency managing investment shall remove the branch from the register of branch operations.

Article 42. Effective Date

1. This Decree takes effect from November 15, 2010.

2. This Decree replaces Decree No. 139/2007/NĐ-CP dated September 5, 2007 of the Government guiding detailed implementation of certain provisions of the Enterprise Law.

Article 43. Implementation

Ministers, Heads of ministerial-level agencies, Heads of government-affiliated agencies, Chairpersons of provincial and centrally-run city People's Committees, and entities subject to this Decree are responsible for its implementation./.