Decree No. 139/2007/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;

Based on the Enterprise Law dated November 29 b) Circular No. 03/2015/TT-BKHĐT dated May 6, 2015 of the Minister of Planning and Investment detailing the preparation of construction tender documents.

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 private enterprises, 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/ND-CP dated September 21, 2006 of the Government on re-registration, conversion, and registration of investment certificates of foreign-invested enterprises under the Enterprise Law and Investment Law (hereinafter referred to as Decree No. 101/2006/ND-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, and conditions for establishment and business registration, ownership structure, and business autonomy, such provisions shall apply.

In such cases, if bilateral commitments differ from multilateral commitments, the more favorable commitment for enterprises and investors shall apply.

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

a) Law on Credit Institutions;

b) Petroleum Law;

c) Civil Aviation Law of Vietnam;

d) Publishing Law;

đ) Press Law;

e) Education Law;

g) Securities Law;

h) Insurance Business Law;

i) Lawyers Law;

k) Notarization Law;

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

Article 4. Prohibited Industries and Trades

1. The list of prohibited industries and trades includes:

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

b) Trading in all types of narcotics;

specialized agency under the People's Committee of the province/city.c) Trading in chemicals listed in Table 1 (according to the International Convention);

d) Trading in cultural products that are reactionary, pornographic, superstitious, or harmful to aesthetic education and personality development;

đ) Trading in various types of fireworks;

e) Trading in dangerous toys and games, toys and games harmful to children's personality development 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 conventions to which Vietnam is a party, and rare plants and animals prohibited from exploitation and use;

h) Trading in prostitution, organizing prostitution, trafficking in women and children;

i) Operating gambling services, betting under any form;

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

l) Operating marriage brokerage services involving foreign elements;

m) Operating 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 in specialized laws, ordinances, and decrees.

2. Engaging in the industries and trades specified in Clause 1 This shall be applied in certain special cases in accordance with the provisions of relevant laws, ordinances, or sector-specific decrees.

Article 5. Sectors and trades subject to conditions and business conditions

1. Sectors and trades subject to conditions and business conditions shall be implemented in accordance with the provisions of relevant laws, ordinances, sector-specific decrees, or decisions of the Prime Minister related thereto (hereinafter referred to as sector-specific 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 to be entitled to engage in such sectors and trades without any confirmation or approval from competent state agencies in any form.

3. Provisions regarding types of sectors and trades subject to conditions and business conditions for those sectors and trades in other regulatory legal documents outside the types of regulatory legal documents mentioned in Clause 1. This provision shall cease to be effective from January 1, 2008.

Article 6. Sectors 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 individuals who have the necessary professional qualifications and experience in a specific sector or trade.

A professional certificate issued abroad is not enforceable in Vietnam, except where otherwise provided by sector-specific laws or international treaties to which Vietnam is a party.

2. Sectors and trades requiring a professional certificate and corresponding conditions for issuing such certificates shall be applied in accordance with the provisions of relevant sector-specific laws.

3. For enterprises engaging in sectors and trades requiring a professional certificate as stipulated by law, registration for business or supplementary registration for such sectors and trades must comply with the following regulations:

a) For enterprises engaged in sectors and trades where the law requires the enterprise director or head of the business establishment to hold a professional certificate, the enterprise director or head of the business establishment must hold a professional certificate.

b) For enterprises engaged in sectors and trades where the law requires both the enterprise director and another person to hold a professional certificate, the enterprise director and at least one specialist as prescribed by the relevant sector-specific law must hold a professional certificate.

c) For enterprises engaged in sectors and trades where the law does not require the enterprise director or head of the business establishment to hold a professional certificate, at least one specialist as prescribed by the relevant sector-specific law must hold a professional certificate.

Article 7. Sectors and trades requiring statutory capital

1. Sectors and trades requiring statutory capital, specific levels of statutory capital, competent state agencies managing statutory capital, organizations or entities authorized to confirm statutory capital, application procedures, conditions, and methods of confirming statutory capital shall be implemented in accordance with the provisions of relevant sector-specific laws.

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

3. For enterprises registering for business or supplementary registration for sectors and trades requiring statutory capital, the business registration or supplementary registration for such sectors and trades must include confirmation by the organization or entity authorized to confirm statutory capital, except where the owner's equity recorded in the latest balance sheet of the enterprise is greater than or equal to the statutory capital as prescribed.

4. The person directly confirming statutory capital shall jointly bear responsibility for the accuracy and truthfulness of the capital at the time of confirmation.

Article 8. Right to register for business and conduct business activities joint,

1. Enterprises have the right to proactively register for business and conduct business activities without needing to obtain permission, approval, or seek opinions from any state agency if the industry or profession does not:

a) Belong to prohibited industries or professions;

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

2. For conditional industries or professions, enterprises have the right to engage in such industries or professions from the moment they meet the required conditions as stipulated.

If an enterprise conducts business activities without meeting the required conditions, the Chairman of the Board of Members or the Company Chairman and General Director/Managing Director (for limited liability companies), the Chairman of the Board of Directors and General Director/Managing Director (for joint stock companies), all general partners (for partnership companies), and the individual owner of a sole proprietorship enterprise must jointly bear legal responsibility for such business activities.

Article 9. Right to establish enterprises

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

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

3. Foreign organizations and individuals making their first investment to establish an enterprise in Vietnam shall proceed as follows:

a) In the case where the planned enterprise will have foreign investors owning more than 49% of the charter capital, they must have an investment project and register for investment in conjunction with establishing an economic organization according to the laws on investment. In this case, the enterprise will be issued an Investment Certificate which also serves as a Business Registration Certificate (hereinafter referred to as the Investment Certificate);

b) In the case where the planned enterprise will have foreign investors owning no more than 49% of the charter capital, the establishment of the enterprise shall be carried out according to the provisions of the Enterprise Law and Decree No. 88/2006/ND-CP dated August 29, 2006 of the Government on business registration (hereinafter referred to as Decree No. 88/2006/ND-CP). The investment registration in this case shall be implemented according to the corresponding regulations applicable to domestic investment projects.

Article 10. Right to contribute capital, purchase shares

1. All organizations that are legal entities, including foreign-invested enterprises, regardless of the registered address of their main office, and all individuals, regardless of nationality and place of residence, who are not subject to the provisions of Clause 4, Article 13 of the Enterprise Law, have the right to contribute capital or purchase shares without limitation at enterprises according to the corresponding provisions of the Enterprise Law, except for the following cases:

a) The proportion of foreign investor ownership in listed companies shall be implemented according to the provisions of securities laws;

b) The proportion of foreign investor ownership in special cases shall be implemented according to the provisions of the laws mentioned in Clause 3, Article 3 of this Decree and other relevant specialized laws;

c) The proportion of foreign investor ownership in 100% state-owned enterprises undergoing shareholding or ownership conversion through other forms shall be implemented according to the laws on shareholding and conversion of 100% state-owned enterprises;

d) The proportion of foreign investor ownership in enterprises engaged in service businesses 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 contributions to limited liability companies or receive transfers of contributed capital portions from members or owners of the company according to the provisions on capital contribution or transfer of contributed capital portions; and register changes in membership according to the corresponding provisions of the Enterprise Law and Decree No. 88/2006/ND-CP.

Changes in membership registration for enterprises that have been issued an Investment Certificate shall be conducted at the competent state management agency for investment.

Changes in membership registration in other cases shall be conducted at the competent business registration agency.

3. Foreign investors purchasing newly issued shares or receiving transfers of shares according to the provisions on share purchases, share transfers, and shareholder registration, or changes in shareholder registration in the shareholder register according to the corresponding provisions of the Enterprise Law.

In cases of receiving capital contributions from founding shareholders as stipulated in Clause 3, Article 84 or receiving transfers of shares from founding shareholders as stipulated in Clause 5, Article 84 of the Enterprise Law, they must also register changes in founding shareholders according to the provisions of Decree No. 88/2006/ND-CP at the competent business registration agency or the competent state management agency for investment.

Article 11. It is prohibited for state agencies and units under the people's armed forces to use state capital and assets to contribute capital, purchase shares, and establish enterprises for their own profit.

1. Strictly prohibited is the use of state assets and public funds by state agencies and units under the people's armed forces to establish enterprises, contribute capital, and purchase shares of enterprises for their own profit.

2. The state assets and public funds referred to in this Article include:

a) Assets purchased and equipped with state budget capital and capital of state budget origin;

b) Budget funds allocated from the state budget;

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

d) Other assets and income generated from the use of the aforementioned assets and budget funds.

3. Obtaining private profit for the agency or unit means using income in any form obtained from business activities, contributing capital, or purchasing shares for at least one of the following purposes:

a) Distributing in any form to some or all staff members 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 12. Supplementary guidance on certain rights and obligations of members of limited liability companies.

1. In cases where an individual member of a limited liability company is temporarily detained, arrested, sentenced to imprisonment, or deprived of the right to practice by the court due to committing smuggling, producing counterfeit goods, illegal business operations, tax evasion, deceiving customers, and other crimes as stipulated by law, that member shall authorize another person to participate in the Management Board to manage the company.

2. For a limited liability company with two members, if one member is an individual who acts as the legal representative of the company and is temporarily detained, arrested, missing from residence, losing or being restricted in civil capacity, or deprived of the right to practice by the court due to committing smuggling, producing counterfeit goods, illegal business operations, tax evasion, deceiving customers, and other crimes as stipulated by law, then the remaining member automatically becomes the legal representative of the company until a new decision is made by the Management Board.

3. In cases where the company does not repurchase the share capital, cannot pay for the repurchased share capital, or cannot agree on the price for repurchasing the share capital as prescribed in Article 43 of the Enterprise Law, the member requesting the company to repurchase has the right to transfer their share capital to another person. In such a case, the transfer does not necessarily have to be carried out according to the provisions of Article 44 of the Enterprise Law.

4. Members who have not contributed or have contributed but not fully and on time as committed must pay the highest interest rate of commercial banks until they fully contribute the committed capital, except in cases where the Company Charter provides otherwise or the members have agreed differently.

Article 13. Supplementary guidance on the General Director (General Manager) and members of the Board of Directors.

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

a) Having full civil capacity and not belonging to the group prohibited from establishing and managing enterprises as stipulated in Clause 2, Article 13 of the Enterprise Law;

b) Individual shareholders owning at least 5% of ordinary shares (for joint-stock companies) or individual members owning at least 10% of the charter capital (for limited liability companies) or others must have professional qualifications or practical experience in business management or in the main industry or profession of the company.

If the Company Charter specifies different criteria and conditions from those specified herein, then the criteria and conditions specified in the Company Charter shall apply;

c) For subsidiaries of companies where the state-owned capital accounts for more than 50% of the charter capital, in addition to the criteria and conditions specified in points a and b of this clause, the General Director (General Manager) of the subsidiary may not be the spouse, father, adopted father, mother, adopted mother, child, adopted child, brother, sister, or half-brother, half-sister of the manager of the parent company and the representative of the state-owned capital at that subsidiary.

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

a) Having full civil capacity and not belonging to the group prohibited from establishing and managing enterprises as stipulated in Clause 2, Article 13 of the Enterprise Law;

b) Having professional qualifications and practical experience corresponding to business management or in the main industries or professions of the company, except in cases where the Company Charter provides otherwise;

specialized agency under the People's Committee of the province/city.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 specified in points a and b of this clause, the General Director (General Manager) may not be the spouse, father, adopted father, mother, adopted mother, child, adopted child, brother, sister, or half-brother, half-sister of the head or deputy head of the state agency and the representative of the state-owned capital at that company.

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

a) Having full civil capacity and not belonging to the group prohibited from establishing and managing enterprises as stipulated in Clause 2, Article 13 of the Enterprise Law;

b) Individual shareholders owning at least 5% of the total ordinary shares; or shareholders owning less than 5% of the total shares, non-shareholders must have professional qualifications or experience in business management or in the main industry or profession of the company.

If the Company Charter specifies different criteria and conditions from those specified herein, then the criteria and conditions specified in the Company Charter shall apply.

4. If the Company Charter does not specify otherwise, the Chairman of the Management Board, the Chairman of the Company, the Chairman of the Board of Directors, and the General Director/General Manager of the company may concurrently hold the position of Chairman of the Management Board, Chairman of the Company, Chairman of the Board of Directors, or General Director/General Manager (except for the General Director/General Manager of a joint-stock company) of another company.

5. In the case where a foreign individual is appointed as the legal representative of a business, such person must reside in Vietnam throughout the term of their tenure and must register temporary residence in accordance with the provisions of the law. If they exit Vietnam for more than 30 consecutive days, they must:

a) Delegate in writing to another person in accordance with the Company Charter to perform the rights and duties of the legal representative of the business;

b) Send the written delegation to the Department of Planning and Investment or the Management Board of Industrial Zones or Economic Zones where the business has its principal office at least two days before exiting the country.

Article 14. Number of Authorized Representatives Participating in the Board of Members or Attending the General Meeting of Shareholders

1. Unless otherwise provided in the Company Charter:

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

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

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

Article 15. Founding Shareholders

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

2. A newly established joint-stock company must have founding shareholders; a joint-stock company converted from a state-owned enterprise with 100% state capital or from a limited liability company or formed through the division, merger, or consolidation of other joint-stock companies does not necessarily need founding shareholders.

In the absence of founding shareholders, the Articles of Association of the joint-stock company in the Business Registration Application must bear the signature of the legal representative of the company.

3. Three years from the date of issuance of the Business Registration Certificate, if the number of shares allowed for sale as stipulated in Clause 4 of Article 84 of the Enterprise Law has not been fully sold, the company must register to reduce the authorized issued capital to match the number of shares actually issued.

Article 16. Establishment of Branches and Representative Offices of Foreign-Invested Enterprises

1. A foreign-invested enterprise 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 its main office. The establishment of a branch does not necessarily have to be accompanied by or carried out simultaneously with investment procedures as prescribed by the law on investment. The application documents, procedures, and registration process for branch operations and representative offices are implemented in accordance with the relevant provisions of Decree No. 88/2006/ND-CP, and the registration of branch operations and representative offices is conducted at the competent state management agency for investment.

2. In cases where the registration of branch operations is made simultaneously with the registration of an investment project, the application documents include the application documents for branch operations under Decree No. 88/2006/ND-CP and the application documents for investment registration as prescribed by the law on investment.

In this case, the branch will be established and granted an Investment Registration Certificate which also serves as the Certificate of Registration for Branch Operations when the investment project is registered or approved for investment and the application documents for branch operations are valid. The Investment Registration Certificate in this case includes the registration content for branch operations and the registration content for the investment project as prescribed by the law.

Article 17. Cumulative Voting

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

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

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

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

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

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

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

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

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

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

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

In case the number of candidates nominated by shareholders or a group 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 or the Supervisory Board or other shareholders.

4. The elected member of the Board of Directors or the Supervisory Board shall be determined based on the number of votes received, starting from the candidate with the highest number of votes until the required number of members as stipulated in the Company's Articles of Association is reached.

Article 18. Additional Guidance on Board of Directors Meetings

1. The first-called 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 meeting called according to the provisions of Clause 1 of this Article does not meet the required number of attendees, it shall be convened again within 15 days from the date of the first call. In this case, the meeting shall be held if more than half of the Board of Directors members attend.

Article 19. Conversion of a Single Member Limited Liability Company into a Multi-Member Limited Liability Company

1. A single-member limited liability company can be converted into a multi-member limited liability company when the company owner has contributed the committed capital to the company. The conversion shall be carried out as follows:

a) The company owner transfers, gives, or gifts part of their ownership in the company to one or several other persons; or

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

2. In case of conversion as prescribed in point a, Clause 1 of this Article, the conversion dossier shall include:

a) Request for conversion;

b) The Company's Articles of Association as prescribed in Article 22 of the Enterprise Law;

specialized agency under the People's Committee of the province/city.) List of members containing the contents prescribed in Clause 1 and Clause 3 of Article 23 of the Enterprise Law and the corresponding capital contribution of each member;

d) Transfer agreement or document confirming the giving or gifting of part of the company's ownership rights.

3. In case of conversion as prescribed in point b, Clause 1 of this Article, the conversion dossier shall include:

a) Request for conversion;

b) The Company's Articles of Association as prescribed in Article 22 of the Enterprise Law;

c) List of members as prescribed in Article 23 of the Enterprise Law;

d) Decision of the company owner regarding the raising of additional capital contributions.

4. Within 15 working days from the date the company owner transfers, gives, or gifts part of their ownership in the company to one or several other persons or the company raises additional capital contributions or committed capital contributions from one or several other persons, the company shall submit or file the conversion dossier with the business registration authority or the competent state management agency for investment which issued the Investment Certificate.

Within 5 working days from the date of receipt of the conversion dossier, the business registration authority or the competent state management agency for investment shall issue a new Business Registration Certificate or Investment Certificate accordingly; simultaneously, revoke the Business Registration Certificate or Investment Certificate of the converted company.

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

6. Within 7 working days from the date of issuance of the Business Registration Certificate or Investment Certificate as prescribed in Clause 4 of this Article, the business registration authority or the competent state management agency for investment shall notify relevant state agencies as prescribed in Clause 1 of Article 27 of the Enterprise Law; simultaneously remove the name of the converted company from the business registration book.

Article 20. Conversion of a Joint Stock Company or a Limited Liability Company with Two or More Members to a One-Member Limited Liability Company

1. A joint stock company or a limited liability company with two or more members may convert into a one-member limited liability company through the following methods:

a) One shareholder or member acquires all shares or contributions corresponding to all remaining shareholders or members; or

b) One corporate shareholder or member invests capital by acquiring all shares or contributions of all remaining shareholders or members; or

c) A person who is not a shareholder or member acquires all shares or contributions of all shareholders or members of the company.

2. The conversion dossier shall include:

a) Request for conversion;

b) The charter of the converting company;

c) The share transfer contract or contribution agreement, or the agreement on investment contribution by shares or contributions.

3. Within fifteen working days from the date when one shareholder or member acquires the transfer as stipulated in point a, or receives investment contribution as stipulated in point b, or another person acquires the transfer or investment contribution as stipulated in point c of Clause 1 of this Article, the company shall submit or file the conversion dossier with the business registration authority where the enterprise has registered or the competent state management agency for investment that has issued the Investment Certificate. In this case, within five working days from the date of receiving the conversion dossier, the business registration authority or the competent state management agency for investment shall issue again the Business Registration Certificate or Investment Certificate; at the same time, it shall revoke the Business Registration Certificate or Investment Certificate previously issued to the converted company.

Within seven working days from the date of issuing the Business Registration Certificate or Investment Certificate as stipulated in Clause 3 of this Article, the business registration authority or the competent state management agency for investment must notify relevant state agencies as prescribed in Clause 1 of Article 27 of the Enterprise Law; at the same time, it shall remove the name of the converted company from the business registration book.

Article 21. Conversion of a Limited Liability Company to a Joint Stock Company

5. 1. A limited liability company may convert into a joint stock company. In cases where the limited liability company has fewer than three members, the recruitment of new members may be carried out simultaneously with the company's conversion. New members may be those who acquire part of the contributions of existing members or those who contribute additional capital to the company.

b) The decision of the company owner or the Board of Members regarding the company's conversion;

c) The charter of the joint stock company; d) The list of founding shareholders (if any) or ordinary shareholders with contents as prescribed in Clause 3 of Article 19 of the Enterprise Law;

2. The conversion dossier shall include:

a) Request for conversion;

đ) The contribution transfer contract or investment agreement.

Within fifteen working days from the date the company owner or the Board of Members makes the decision to convert, the company shall submit or file the conversion dossier with the competent business registration authority or the state management agency for investment that has issued the Investment Certificate.

Within five working days

from the date of receiving the conversion dossier, the business registration authority or the competent state management agency for investment shall issue again the Business Registration Certificate or Investment Certificate accordingly; at the same time, it shall revoke the Business Registration Certificate or Investment Certificate previously issued to the converted company.

3. Within seven working days from the date of issuing the Business Registration Certificate or Investment Certificate as stipulated in Clause 3 of this Article, the business registration authority or the competent state management agency for investment must notify relevant state agencies as prescribed in Clause 1

Within five working days from the date of receiving the application for conversion, the business registration authority or the state management agency shall issue again the Business Registration Certificate or Investment Certificate accordingly; at the same time, it shall revoke the Business Registration Certificate or Investment Certificate previously issued for the converted company.

Article 21. Conversion of a Limited Liability Company to a Joint Stock Company

5. Within seven working days from the date of issuing the Business Registration Certificate or Investment Certificate as stipulated in Clause 3 of this Article, the business registration authority or the competent state management agency for investment must notify relevant state agencies as prescribed in Clause 1 Article 27 of the Enterprise Law; at the same time, delete the name of the company being converted from the business registration book.

Article 22. Main contents of the application for conversion

The application for conversion prescribed in Articles 19, 20, and 21 of this Decree must include at least the following contents:

1. Name of the company being converted;

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

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

4. Business sectors and industries;

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

6. Form of conversion ;

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

8. Other contents as stipulated in Clause 5 and Clause 6 of Article 21 of the Enterprise Law.

Article 23. Contents of the Business Registration Certificate or business registration content in the Investment Certificate applicable to the case of conversion

The Business Registration Certificate for companies converting according to Articles 19, 20, and 21 of this Decree has the main contents as follows: The name of the company being converted, number and date of issuance of the Business Registration Certificate or Investment Certificate; charter capital;

1. 2. Name of the converting company; number and date of issuance of the Business Registration Certificate or Investment Certificate;

Principal address, branch offices, representative offices; telephone number, fax number, and email transaction address (if any) of the converting company;

3. 4. Charter capital of the converting company for limited liability companies; number and value of sold shares; number of shares available for public offering for joint-stock companies;

Business sectors and industries;

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

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

Article 24. Conversion of a private enterprise into a limited liability company

A private enterprise may convert into a limited liability company based on the decision of the owner of the private enterprise if it meets the following conditions:

1. a) Meeting all conditions prescribed in Article 24 of the Enterprise Law;

b) The owner of the private enterprise must be the owner of the company (in the case of converting into a single-member limited liability company as an individual), or a member (in the case of converting into a limited liability company with two or more members);

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

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

đ) The owner of the private enterprise commits in writing or agrees in writing with other shareholders about the acceptance and utilization of current employees of the private enterprise.

a) Company bylaws;

2. The conversion dossier shall include:

b) Application for conversion and business registration;

c) List of creditors and outstanding debts, including taxes, payment deadlines; list of current employees; list of unfulfilled contracts and corresponding documents as stipulated in points c, d, and đ of Clause 1;

d) Business Registration Certificate of the private enterprise; This provision;

) List of members as prescribed in Article 23 of the Enterprise Law for the case of converting into a limited liability company with two or more members.

đWithin ten working days from the date of receiving the file, the business registration agency shall examine and issue the Business Registration Certificate for the limited liability company, if it meets the conditions stipulated in Clause 1.

3. Within ten working days from the date of receipt of the application, the business registration authority shall examine and issue the Business Registration Certificate for a limited liability company if all conditions prescribed in Clause 1 are met. In case of refusal, a written response must be provided stating the reasons and guiding the necessary amendments and supplements.

4. Within seven working days from the date of issuance of the Business Registration Certificate as stipulated in Clause 3 of this Article, the business registration authority or the competent state management agency for investment shall notify relevant state agencies as prescribed in Clause 1 vof Article 27 of the Enterprise Law; at the same time, remove the name of the converted private enterprise from the business registration book. Article 25. Joint ventures and wholly foreign-owned enterprises that have not registered or have not re-registered pursuant to Decree No. 101/2006/NĐ-CP of the Government

1. Shall only be permitted to operate within the scope of industries and professions and the duration specified in the investment permit; they may not expand their business scope to other industries and professions.

2. Shall be entitled to implement new investment projects and open branches to operate outside the main office within the scope of industries and professions already recorded in the investment permit.

3. The internal management organization and operation of the enterprise shall be carried out in accordance with the Articles of Association; where the Articles of Association do not provide, corresponding provisions of the Enterprise Law and implementing regulations shall apply.

4. Shall have corresponding rights and obligations as prescribed by the Enterprise Law, Investment Law, and related laws when conducting business activities within the scope of industries and professions recorded in the Investment Permit.

Article 26. Supplementary guidance on economic groups

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

1. 2. Economic groups do not have legal personality and are not required to register business operations according to the Enterprise Law. The organization and operation of the group are determined 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 Enterprise Law. Subsidiary companies can be organized in the form of a joint-stock company or a limited liability company as prescribed by the Enterprise Law or related laws.

4. The parent company, subsidiary companies, and other companies forming the economic group shall have rights, obligations, organizational structures, and operations consistent with the form of enterprise organization as prescribed by the Enterprise Law, related laws, and the company's Articles of Association.

5. The term "group" may be used as a supplementary component in the name of the parent company, in compliance with the provisions from Article 31 to Article 34 of the Enterprise Law regarding naming enterprises.

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

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

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

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

Article 27. 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 of Article 79 of the Enterprise Law have the right to request the Business Registration Authority or the competent state investment management agency to supervise the procedures for convening, holding, and making decisions at the General Meeting of Shareholders they have convened, in accordance with Clause 6 of Article 97 of the Enterprise Law.

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

a) Name and address of the company's headquarters;

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

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

For coal-fired thermal power plants where the enterprise holds 100% of the registered capital and uses 100% of its own capital to invest in the project approved by the competent authority, E is determined as 100%;) Reasons for convening the General Meeting of Shareholders, time and place of meeting;

d) Signature of all shareholders or groups of shareholders convening the meeting.

3. The request provided for 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 of Clause 3 of Article 97 of the Enterprise Law;

b) Invitation letter for the General Meeting of Shareholders;

c) Agenda and documents for the meeting.

4. The Business Registration Authority or the competent state investment management agency shall dispatch representatives to monitor the General Meeting of Shareholders if they receive 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 hold the required ownership ratio as specified in Clause 2 of Article 79 of the Enterprise Law.

5. Representatives of the Business Registration Authority or the competent state investment management agency 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, in accordance with the Enterprise Law and guiding documents.

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

6. One day after the conclusion of the General Meeting of Shareholders, representatives of the Business Registration Authority or the competent state investment management agency must submit a written report on the results of monitoring the meeting. The report must include an assessment of the legality of the procedures and processes of holding the meeting.

Article 28. Dissolution of Enterprises

1. An enterprise will be dissolved in the cases specified in Clause 1 of Article 157 of the Enterprise Law, when its Investment Certificate is revoked pursuant to Article 68 of Decree No. 108/2006/NĐ-CP of the Government detailing and guiding the implementation of certain provisions of the Investment Law, or when it is declared dissolved by a court.

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

3. Within seven working days from the completion of the enterprise's dissolution and settlement of all debts, the legal representative of the enterprise must submit the dissolution file to the Business Registration Authority or the competent investment management agency. The dissolution file of the enterprise as specified in Clause 5 of Article 158 of the Enterprise Law includes:

a) Decision on dissolution or decision to revoke the Business 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, including the settlement of all tax debts and social insurance contributions;

c) List of current employees and benefits resolved for employees;

d) Business Registration Certificate or Investment Certificate;

đ) Seal, Certificate of Registration of Seal Samples, Certificate of Registration of Tax Identification Number of the enterprise;

e) Unissued VAT invoices;

g) Summary report on the implementation of the dissolution procedures, including a commitment to settle all debts, including taxes, and resolve legitimate employee benefits.

4. Members of the Board of Directors, members of the Board of Members of a limited liability company, owners of a company, individual business owners, Directors or General Managers, and general partners are responsible for the truthfulness and accuracy of the enterprise dissolution file.

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

6. Within seven working days, the agency receiving the enterprise dissolution file as specified in Clause 3 of this Article shall notify the tax authority and the police about the dissolution of the enterprise and remove the enterprise from the business registration book or investment registration book, if the tax authority and the police do not have other requirements.

7. The dissolution of enterprises and economic organizations established and operating in accordance with laws specified in Clause 3 of Article 3 of this Decree shall be carried out in accordance with the relevant specialized laws.

Article 29. Dissolution of Branches

1. The dissolution of a branch of a business entity shall be carried out pursuant to a decision of the business entity itself or pursuant to a decision revoking the Business Registration Certificate for the branch issued by the competent state agency.

2. The dissolution dossier of a branch includes:

a) The decision of the business entity regarding the dissolution of the branch or the decision revoking the Business Registration Certificate for the branch issued by the competent state agency;

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

c) A list of employees and their current entitlements;

d) The Business Registration Certificate of the branch;

đ) The seal, the Certificate of Seal Model Registration, and the Tax Code Registration Certificate of the branch of the business entity;

e) Unissued VAT invoices;

3. The legal representative of the business entity and the General Manager of the dissolved branch shall jointly bear responsibility for the truthfulness and accuracy of the dissolution dossier of the branch.

4. A business entity with a dissolved branch shall be responsible for performing contracts, settling debts, including tax debts, of the branch, and continuing to employ labor or providing adequate legal benefits to employees who have worked at the branch in accordance with the provisions of the law.

5. Within seven working days from the date of receiving the complete dissolution dossier as stipulated in Clause 2 of this Article, the business registration authority or the competent state investment management agency shall notify the tax authority and the public security agency about the dissolution of the business entity's branch; simultaneously, it shall remove the name of the branch from the register of branch activities if the tax authority and the public security agency do not have other requirements.

Article 30. Effective Date

This Decree shall take effect fifteen days after its publication in the Official Gazette.

Article 31. Implementation Organization

The Minister of Planning and Investment shall be responsible for guiding and organizing the implementation of this Decree.

The Ministers, Heads of ministerial-level agencies, Heads of government-attached agencies, Chairpersons of provincial People's Committees under the central city shall be responsible for implementing this Decree./.