PARTNERSHIP IN VIETNAM

GROUP 3
 MEMBERS OF GROUP

VIET HUY CHU DIEU THAO PHUONG

PHAM HOANG DINH THI

THU ANH HONG ANH

PHUONG ANH
NGUYEN NONG THI
TABLE OF CONTENTS

01
Definition and legal
features
02
Membership
 Types of member
 Formation and termination
of membership

Legal regulations on
capital
04 06
Organization and
management
 The Members’ Council
 Assets
 Transference and  Director or Director
mobilization of capital General
 VOCABULARY

Partnership enterprise (công ty Counterpart company (công ty

đối nhân): company established General partner (thành viên
đối vốn): only cares about the
based on the trustworthy regime hợp danh) and Limited partner
capital contribution instead of
of the members' relatives, (thành viên góp vốn): 2 types of
members’ relatives.
capital contribution is only the members of a partnership
secondary factor in it.

Partnership’s charter (Điều lê ̣ Charter capital (Vốn Điều lê ̣):

công ty): the document including
any articles of incorporation,
articles of association, operating
agreement, partnership
agreement, bylaws or similar
documents.
Total amount of capital
contributed or committed to
contribute by members for a
certain period of time and
recorded in the partnership’s
charter.
DEFINITION OF PARTNERSHIP
PARTNERSHIP
ENTERPRISE

GENERAL LIMITED
PARTNERSHIP PARTNERSHIP

GENERAL LIMITED
PARTNER PARTNER
 DEFINITION OF PARTNERSHIP
Article 172, Law on Enterprise: A partnership means an enterprise of which:
individuals who are only be liable for the
responsible for the debts of the partnership
PARTNERSHIP
company’s within the limit of the
Typical feature of Law in capital amount they have
obligations with all of
their property Vietnam: Law does not refer as contributed
partnership enterprise, but
GENERAL LIMITED
includes both two types ofPARTNERS
PARTNER it
due to other countries law.
LEGAL FEATURES OF PARTNERSHIP
Having legal status
Regarding the legal
- Charter capital fromand
status theasset
date of
Regarding members of liability of a
registration
- Contributed
Regarding the capital
partnership
a partnership of capital
a partnership certificate
enterprise

1 2 3 4 5

- Being not allowed to

Regarding the property Regarding
issue to of
any kind mobilize
liability regime for capital of partnerships
securities
members of a
partnership - Mobilizing by
admitting new members
MEMBERSHIP OF PARTNERSHIP
Article 182
Article 176

General partners Limited partners

Rights and obligations

MEMBERSHIP OF PARTNERSHIP
General partners must not act as the
owner of a private enterprise or
Restrictions on
general partners of another rights of general
partnership, unless he/she obtains the partners
consent from other general partners,
General partners are not
allowed to do business on
behalf of an individual or on
General partners
behalf of another person to do
business in the same line as must not transfer
those of the partnership for part or all of their
his/her personal benefits or for capital contribution
the interests of another in the partnership to
organization or individual.
another person
without the consent
of other general
partners
 CONDITIONS TO BECOME
General partners
 Not being prohibited under Clause 2,
Article 18 of the Law on Enterprises
2014
 Contributing capital as agreed and
recorded in the partnership's charter.
 Meeting the requirements for a practice
certificate in case the partnership trades
in a business line that requires a
practice certificate.
Limited partners
 Can be an organization or
individual, except for those
specified in Clause 3, Article 18 of
the 2014 Law on Enterprises.
 Contributing capital as agreement
is recorded in the partnership’s
charter.
Formation of membership of partnership

Capital Donating or inheriting

contribution capital of partner

Receiving capital Being paid the debt with the

transference of partner corresponding capital
contribution by partners
 Termination of membership of partnership
Similar to the termination of
Article membership of Limited liability
partnership or shareholder
180 status of Joint stock
partnership, as these entities all
have limited liability

General partner status Limited partner status

ASSETS OF PARTNERSHIP

Something that is owned by a

person, company, or Assets derived from business
Assets contributed
organization, as capital
such as by
money, operations conducted by general

has been
What does asset
partners the ownership of which
property, ortoland
transferred the
partners in the name of the partnership
and from business operations of the
partnership conducted by general
partnership
mean?
For instance, “A company's assets can
partners in their personal name
consist of cash, investments, specialist
knowledge, or copyright material.”
Something valuable that
can be used for the
Assets created in the name Other assets
payment as prescribed
of debts
of the partnership by law.
Assets contributed as capital by partners the ownership of
which has been transferred to the partnership

Tangible assets such as

cash, gold, convertible
foreign currency, the value Charter capital
of land use rights,
machinery, equipment,
physical assets

Intangible assets such as

experience, expertise,
prestige, reputation
Assets created in the name of the
partnership
 Assets derived from business operations conducted by
general partners in the name of the partnership and from
business operations of the partnership conducted by general
partners in their personal name
 Donated

Other assets as

Assets
Assets
Sponsored
prescribed by law

Inherited
Transference and mobilization of capital

Transference of capital Mobilization of capital

 Transfer to the other  organization loan,

members of the domestic individual,
partnership foreign;
 Transfer to a person  bank loan, credit
who is not in the institution;
partnership  venture, bond to other
individuals,
organizations;
 receive aid;
 special credit
THE MEMBERS’ COUNCIL

Position and role

Convening meetings
Procedures for ratify
decision
DIRECTOR OR DIRECTOR GENERAL

The right to
regulate the
partnership's
business
operations
The duties
Do you have any questions?

THANK YOU
FOR LISTENING!
CREDITS: This presentation template was created
by Slidesgo, including icons by Flaticon, and
infographics & images by Freepik.