Enterprise Law 2020 (59/2020/QH14)

Pursuant to the Constitution of the Socialist Republic of Vietnam;

The National Assembly promulgates the Enterprise Law.

Chapter I. GENERAL PROVISIONS

Article 1. Scope of regulation

This law provides regulations on the establishment, management organization, reorganization, dissolution, and related activities of enterprises, including limited liability companies, joint-stock companies, partnership companies, and private enterprises; it provides regulations on groups of companies.

Article 2. Subjects of application

1. Enterprises.

2. Agencies, organizations, and individuals related to the establishment, management organization, reorganization, dissolution, and related activities of enterprises.

Article 3. Application of the Enterprise Law and other Laws

In cases where other laws have specific regulations on the establishment, management organization, reorganization, dissolution, and related activities of enterprises, the regulations of those laws shall apply.

Article 4. Interpretation of Terms

In this Law, the terms below are understood as follows:

1. A copy is a document copied from the original book or certified by a competent authority or organization from the original, or compared with the original.

2. A foreign individual is someone holding a document that identifies foreign nationality.

3. A shareholder is an individual or organization that owns at least one share of a joint-stock company.

4. A founding shareholder is a shareholder who owns at least one common share and signs the list of founding shareholders of the joint-stock company.

Amended and supplemented provisions:

5. Dividend is the net profit paid per share in cash or in other assets.

6. A company includes a limited liability company, a joint-stock company, and a partnership.

7. A limited liability company includes a single-member limited liability company and a multi-member limited liability company.

8. The national business registration portal is an electronic portal used to register businesses online, publish information about business registration, and access information about business registration.

9. The national database on business registration is a collection of data on business registration nationwide.

10. An enterprise is an organization with its own name, assets, and place of business, established or registered for establishment in accordance with the law for the purpose of conducting business.

11. A state-owned enterprise includes enterprises in which the State holds more than 50% of the charter capital, the total number of voting shares as prescribed in Article 88 of this Law.

12. A Vietnamese enterprise is an enterprise established or registered for establishment in accordance with Vietnamese law and having its head office in Vietnam.

13. Contact address is the registered head office address for an organization; the permanent residence, workplace, or other address of an individual that the person registers with the enterprise to serve as a contact address.

Amended and supplemented provisions:

14. The market price of a capital contribution or share is the transaction price on the market at the immediately preceding time, the agreed price between the seller and the buyer, or the price determined by a valuation organization.

15. The business registration certificate is a paper or electronic document recording information about business registration issued to the enterprise by the Business Registration Authority.

Amended and supplemented provisions:

16. Legal documents of an individual are one of the following types of documents: Citizen Identification Card, Identity Card, Passport, or other valid personal identification documents.

17. Legal documents of an organization are one of the following types of documents: Establishment Decision, Business Registration Certificate, or other equivalent documents.

18. Capital contribution is the act of contributing assets to form the charter capital of a company, including contributing capital to establish a company or contributing additional charter capital to an already established company.

19. The national information system on business registration includes the National Business Registration Portal, the National Business Registration Database, related databases, and the system's technical infrastructure.

20. A valid dossier is a dossier that has all the documents as prescribed by this Law and the contents of these documents are fully declared according to the provisions of law.

21. Business is the continuous implementation of one, several, or all stages of the process from investment, production to consumption of products or provision of services in the market for the purpose of seeking profit.

22. Persons with family relationships include: wife, husband, biological father, biological mother, adoptive father, adoptive mother, father-in-law, mother-in-law, father of wife, mother of wife, biological child, adopted child, son-in-law, daughter-in-law, elder brother, elder sister, younger brother, younger sister, brother-in-law, brother-in-law, sister-in-law, sister-in-law, wife's elder brother, husband's elder brother, wife's elder sister, husband's elder sister, wife's younger brother, husband's younger brother.

23. Related persons are individuals or organizations that have a direct or indirect relationship with the enterprise in the following cases:

a) The parent company, managers and legal representatives of the parent company, and persons authorized to appoint the managers of the parent company;

b) Subsidiaries, managers, and legal representatives of the subsidiaries;

c) Individuals, organizations, or groups of individuals or organizations capable of controlling the activities of the enterprise through ownership, acquisition of shares, contributed capital, or through making company decisions;

d) Enterprise managers, legal representatives, Controllers;

d) Spouse, biological father, biological mother, adoptive father, adoptive mother, father-in-law, mother-in-law, wife's father, wife's mother, biological child, adopted child, son-in-law, daughter-in-law, older brother, older sister, younger sibling, brother-in-law, brother-in-law, sister-in-law, younger sister-in-law of the company manager, legal representative, controller, member, and shareholder holding a controlling contribution or share;

e) Individuals who are authorized representatives of companies or organizations specified in points a, b, and c of this clause;

g) Enterprises in which individuals, companies, or organizations specified in points a, b, c, d, đ, and e of this clause hold ownership to the extent of controlling the company's decision-making.

24. A business manager is a person who manages a private enterprise or a company, including the owner of a private enterprise, a general partnership member, the Chairman of the Members' Council, a member of the Members' Council, the Chairman of a company, the Chairman of the Board of Directors, a member of the Board of Directors, a Director or General Director, and individuals holding other managerial positions as stipulated in the company's charter.

25. An enterprise founder is an individual or organization that establishes or contributes capital to establish an enterprise.

26. Foreign investors are individuals and organizations as prescribed by the Investment Law.

27. The contributed capital is the total value of assets that a member has contributed or committed to contribute to a limited liability company or a partnership. The proportion of contributed capital is the ratio between a member's contributed capital and the charter capital of the limited liability company or the partnership.

28. Public utility products and services are products and services essential to the socio-economic life of the country, locality, or community, which the State needs to ensure for the common benefit or to ensure national defense and security, and the production and supply of these products and services under the market mechanism are unlikely to cover the costs.

29. A company member is an individual or organization that owns part or all of the charter capital of a limited liability company or partnership.

30. Members of a partnership company include general partners and capital-contributing partners.

31. Enterprise reorganization is the division, separation, merger, consolidation, or transformation of the type of enterprise.

32. A foreign organization is an organization established abroad under foreign law.

33. Voting capital is the contributed capital or shares, under which the owner has the right to vote on matters within the authority of the Members' Council or the General Meeting of Shareholders.

Supplementary provisions

34. Charter capital is the total value of assets contributed or committed to be contributed by the company’s members or owners when establishing a limited liability company or partnership; it is the total par value of shares sold or registered for purchase when establishing a joint-stock company.

Article 5. State guarantees for enterprises and enterprise owners

1. The State recognizes the long-term existence and development of the types of enterprises prescribed in this Law; ensures equality before the law of enterprises regardless of ownership form and economic sector; recognizes the lawful profitability of business activities.

2. The State recognizes and protects the ownership rights of assets, investment capital, income, other legal rights and interests of enterprises and enterprise owners.

3. Legal assets and investment capital of enterprises and enterprise owners shall not be nationalized or confiscated by administrative measures. In cases of genuine necessity, if the State requisitions or commandeers the assets of an enterprise, payment and compensation shall be made in accordance with the law on requisitioning and commandeering of assets. Payment and compensation must ensure the interests of the enterprise and not discriminate between types of enterprises.

Article 6. Political organizations, socio-political organizations, and organizations representing employees at the enterprise level within enterprises

1. Political organizations, socio-political organizations, and grassroots employee representative organizations within an enterprise operate according to the provisions of the Constitution, the law, and the organization's charter.

2. Enterprises have the obligation to respect and must not obstruct or create difficulties for the establishment of political organizations, socio-political organizations, and grassroots employee representative organizations within the enterprise; they must not obstruct or create difficulties for employees participating in activities within these organizations.

Article 7. Rights of enterprises

1. Freedom to engage in business sectors and professions that are not prohibited by law.

2. Autonomy in business operations and choice of business organizational forms; proactively choosing business sectors, professions, locations, and business forms; proactively adjusting the scale and types of business.

3. Choosing the form, method of mobilizing, allocating, and using capital.

4. Freedom to seek markets, customers, and to sign contracts.

5. Export and import business.

6. Recruitment, hiring, and use of labor according to the provisions of labor law.

7. Actively applying science and technology to enhance business efficiency and competitiveness; protected by intellectual property rights in accordance with intellectual property law.

8. Possessing, using, and disposing of the enterprise's assets.

9. Refusing requests from agencies, organizations, or individuals to provide resources not in accordance with the law.

10. Complaining and participating in litigation in accordance with the law.

11. Other rights as prescribed by law.

Article 8. Obligations of the enterprise

1. Meeting all investment and business conditions when engaging in conditional investment and business sectors; sectors with conditional market access for foreign investors in accordance with the law and ensuring continued compliance with these conditions throughout business operations.

2. Fully and timely fulfill the obligations regarding business registration, registration of changes in business registration content, disclosure of information about the establishment and operation of the enterprise, reporting, and other obligations as prescribed by this Law.

3. Be responsible for the honesty and accuracy of the information declared in the business registration dossiers and reports; in case of discovering that the declared or reported information is inaccurate or incomplete, promptly amend and supplement such information.

4. Organize accounting work, pay taxes, and fulfill other financial obligations according to the provisions of the law.

Supplementary provisions

5. Ensure the lawful and legitimate rights and interests of employees in accordance with the provisions of law; do not discriminate against, insult the honor or dignity of employees in the enterprise; do not mistreat labor, force labor, or use underage labor illegally; support and facilitate employees in participating in training to improve qualifications and professional skills; implement policies and regimes of social insurance, unemployment insurance, health insurance, and other insurances for employees according to legal regulations.

6. Other obligations as prescribed by law.

Article 9. Rights and obligations of enterprises providing public utility products and services

1. The rights and obligations of enterprises are stipulated in Article 7, Article 8, and other relevant provisions of this Law.

2. Be accounted for and have costs compensated according to the prices stipulated by the law on bidding or collect service usage fees in accordance with regulations of competent state authorities.

3. Ensure the delivery time of products and services is appropriate to recover investment capital and make reasonable profits.

4. Supply products and services in sufficient quantity, of the right quality, and within the committed timeframe according to the prices or fees set by competent state authorities.

5. Ensure fair and convenient conditions for customers.

6. Be responsible before the law and customers for the quantity, quality, supply conditions, and prices or fees of the provided products and services.

Article 10. Criteria, Rights, and Obligations of Social Enterprises

1. Social enterprises must meet the following criteria:

a) Be a business registered for establishment in accordance with this Law;

b) Have operational objectives aimed at solving social and environmental issues for the benefit of the community;

c) Use at least 51% of the enterprise's annual after-tax profit for reinvestment in order to achieve the registered objectives.

2. In addition to the rights and obligations of the enterprise under the provisions of this Law, social enterprises have the following rights and obligations:

a) Owners and managers of social enterprises are considered for facilitation and support in the issuance of licenses, certificates, and related certifications according to the provisions of law;

b) Be allowed to mobilize and receive sponsorship from individuals, enterprises, non-governmental organizations, and other organizations from Vietnam and abroad to cover management costs and operational expenses of the enterprise;

c) Maintain the operational objectives and conditions stipulated in points b and c of clause 1 of this Article throughout the operation process;

d) Funds raised from grants must not be used for purposes other than covering management costs and operational expenses to address social and environmental issues that the enterprise has registered for;

de) In cases where incentives or support are received, the social enterprise must annually report to the competent authority on the business's operational status.

3. Social enterprises must notify the competent authority when they cease to pursue social or environmental objectives, or do not use profits for reinvestment according to the provisions in points b and c of clause 1 of this Article.

4. The State has policies to encourage, support, and promote the development of social enterprises.

5. The government shall provide detailed regulations on this Article.

Article 11. Document retention regime of enterprises

1. Depending on the type of enterprise, the enterprise must retain the following documents:

a) Company charter; internal management regulations of the company; member registry or shareholder registry;

b) Certificates protecting industrial property rights; certificates of product, goods, and service quality registration; licenses and other certificates;

c) Documents confirming the company's ownership of assets;

d) Voting ballots, vote-counting minutes, minutes of meetings of the Members' Council, General Meeting of Shareholders, Board of Directors; company resolutions;

d) Prospectuses for offering or listing securities;

e) Reports of the Supervisory Board, conclusions of inspection agencies, conclusions of audit organizations;

Supplementary provisions

g) Accounting books, accounting documents, annual financial statements.

2. Enterprises must keep the documents prescribed in Clause 1 of this Article at the head office or another location specified in the company's charter; the retention period shall be carried out in accordance with the provisions of the law.

Article 12. Legal representative of the enterprise

1. The legal representative of the enterprise is the individual who represents the enterprise to exercise the rights and obligations arising from the enterprise's transactions, represents the enterprise as a claimant, plaintiff, defendant, or a person with related rights and obligations before Arbitration, Court, and other rights and obligations as prescribed by law.

2. Limited liability companies and joint-stock companies may have one or more legal representatives. The company's charter specifies the number, management positions, and rights and obligations of the company's legal representatives. If the company has more than one legal representative, the company's charter specifically stipulates the rights and obligations of each legal representative. In cases where the division of rights and obligations of each legal representative is not clearly stipulated in the company's charter, each legal representative of the company is a fully authorized representative of the enterprise before third parties; all legal representatives must be jointly responsible for any damages caused to the enterprise in accordance with civil law provisions and other relevant legal regulations.

3. The enterprise must ensure that there is always at least one legal representative residing in Vietnam. When there is only one legal representative residing in Vietnam left, this person, when leaving Vietnam, must authorize in writing another individual residing in Vietnam to perform the rights and obligations of the legal representative. In this case, the legal representative is still responsible for the execution of the rights and obligations that have been authorized.

4. In the case that the authorization period stipulated in Clause 3 of this Article expires and the legal representative of the enterprise has not returned to Vietnam and there is no other authorization, the following provisions shall be followed:

a) The authorized person continues to perform the rights and obligations of the legal representative of the private enterprise until the legal representative of the enterprise returns to work at the enterprise;

b) The authorized person continues to exercise the rights and obligations of the legal representative of a limited liability company, joint-stock company, or partnership until the company's legal representative returns to work at the company or until the company's owner, Members' Council, or Board of Directors decides to appoint another person as the legal representative of the enterprise.

5. Except for the cases specified in Clause 6 of this Article, for an enterprise that has only one legal representative and this person is absent from Vietnam for more than 30 days without authorizing another person to exercise the rights and obligations of the legal representative of the enterprise, or dies, goes missing, is being criminally prosecuted, is detained, is serving a prison sentence, is undergoing administrative measures at a compulsory rehabilitation center or a compulsory education facility, is restricted or deprived of civil act capacity, has difficulties in cognition or self-control, or is prohibited by a court from holding a position, practicing a profession, or performing certain work, the company owner, the Members' Council, or the Board of Directors shall appoint another person to be the legal representative of the company.

6. For a limited liability company with two members, if a member who is an individual serving as the legal representative of the company dies, goes missing, is being criminally prosecuted, is detained, is serving a prison sentence, is subject to administrative measures at a compulsory rehabilitation center, compulsory educational facility, flees from residence, is restricted or loses civil act capacity, has difficulties in cognition or self-control, or is prohibited by a court from holding a position, practicing a profession, or performing certain work, the remaining member shall automatically serve as the legal representative of the company until a new decision is made by the Members' Council regarding the company's legal representative.

7. The court or other competent authority conducting proceedings has the right to appoint a legal representative to participate in proceedings as prescribed by law.

Article 13. Responsibilities of the legal representative of the enterprise

1. The legal representative of the enterprise has the following responsibilities:

a) Exercise the rights and obligations assigned honestly, carefully, and in the best manner to ensure the legitimate interests of the enterprise;

b) Be loyal to the interests of the enterprise; not abuse position or office and not use information, secrets, business opportunities, or other assets of the enterprise for personal gain or to serve the interests of other organizations or individuals;

c) Promptly, fully, and accurately notify the enterprise about any enterprise in which they or their related persons are owners or have shares or capital contributions as prescribed by this Law.

Amended and supplemented provisions:

2. The legal representative of the enterprise shall be personally responsible for any damages to the enterprise caused by a violation of the responsibilities stipulated in Clause 1 of this Article.

Article 14. Authorized representative of the owner, member, or shareholder of a company that is an organization

1. The authorized representative of the owner, member, or shareholder of a company that is an organization must be an individual authorized in writing to act on behalf of that owner, member, or shareholder to exercise rights and obligations under the provisions of this Law.

2. In case the company's charter does not provide otherwise, the appointment of an authorized representative shall be carried out according to the following provisions:

a) An organization that is a member of a limited liability company with two or more members holding at least 35% of charter capital may authorize a maximum of 03 authorized representatives;

b) An organization that is a shareholder of a joint-stock company holding at least 10% of the total ordinary shares may authorize a maximum of 03 authorized representatives.

3. In cases where the owner, member, or shareholder of a company is an organization that appoints multiple authorized representatives, the specific capital contribution or number of shares for each authorized representative must be determined. If the owner, member, or shareholder of the company does not specify the corresponding capital contribution or number of shares for each authorized representative, the capital contribution or number of shares will be equally distributed among all authorized representatives.

4. The document appointing an authorized representative must be notified to the company and will only take effect with respect to the company from the date the company receives the document. The document appointing an authorized representative must include the following main contents:

a) Name, business registration code, and address of the principal office of the owner, member, or shareholder;

b) The number of authorized representatives and the corresponding ownership ratio of shares or capital contribution of each authorized representative;

c) Full name, contact address, nationality, legal document number of each individual authorized representative;

d) The corresponding authorization period of each authorized representative; clearly stating the starting date of representation;

đ) Full name and signature of the legal representative of the owner, member, shareholder, and of the authorized representative.

5. The authorized representative must meet the following standards and conditions:

a) Not belong to the subjects specified in Clause 2, Article 17 of this Law;

b) Members or shareholders that are state-owned enterprises under the provisions of Point b, Clause 1, Article 88 of this Law are not allowed to appoint persons who have family relationships with the company manager and persons authorized to appoint the company manager to act as representatives in other companies;

c) Other standards and conditions as prescribed by the company's charter.

Article 15. Responsibilities of the authorized representative of an owner, member, or corporate shareholder

1. The authorized representative acting on behalf of the owner, member, or corporate shareholder shall exercise the rights and obligations of the owner, member, or shareholder at the Members' Council or General Meeting of Shareholders in accordance with the provisions of this Law. Any restrictions imposed by the owner, member, or shareholder on the authorized representative in exercising the rights and obligations corresponding to the company’s owner, member, or shareholder at the Members' Council or General Meeting of Shareholders are not effective against third parties.

2. The authorized representative is responsible for fully attending the meetings of the Members' Council or General Meeting of Shareholders; exercising the delegated rights and obligations honestly, diligently, and to the best of their ability, protecting the legal interests of the owner, member, or shareholder they represent.

3. The authorized representative is responsible to the owner, members, and shareholders who appointed them for violations of the responsibilities stipulated in this Article. The owner, members, and shareholders who appoint the representative are responsible to third parties for liabilities arising related to the rights and obligations carried out through the authorized representative.

Article 16. Prohibited acts

Amended and supplemented provisions:

1. Granting or refusing to grant the Enterprise Registration Certificate, requiring the business founder to submit additional documents contrary to the provisions of this Law; causing delays, inconveniences, obstructions, or harassment to the business founder and the business activities of the enterprise.

2. Preventing the owner, members, or shareholders of an enterprise from exercising their rights and obligations as prescribed by this Law and the company's charter.

3. Conducting business in the form of an enterprise without registration or continuing business when the Enterprise Registration Certificate has been revoked or the enterprise is temporarily suspended from business activities.

Amended and supplemented provisions:

4. Dishonestly or inaccurately declaring the contents of the enterprise registration dossier and the dossier for changes to the enterprise registration information.

Amended and supplemented provisions:

5. Falsely declaring charter capital, not contributing the full registered charter capital; intentionally valuing contributed assets at incorrect values.

6. Engaging in business in sectors or industries prohibited from investment and business; engaging in business in sectors or industries that have not yet been accessible to foreign investors; engaging in business in conditional investment and business sectors without meeting the business conditions according to the law or failing to maintain sufficient business conditions during operations.

7. Fraud, money laundering, terrorism financing.

Chapter II. ESTABLISHMENT OF ENTERPRISES

Article 17. Rights to establish, contribute capital, purchase shares, purchase capital contributions, and manage enterprises

1. Organizations and individuals have the right to establish and manage enterprises in Vietnam in accordance with the provisions of this Law, except in cases specified in Clause 2 of this Article.

2. The following organizations and individuals do not have the right to establish and manage enterprises in Vietnam:

a) State agencies, units of the people's armed forces using state assets to establish enterprises for the purpose of making private profits for their own agencies or units;

Amended and supplemented provisions:

b) Officials, civil servants, and public employees as prescribed by the Law on Officials and Civil Servants and the Law on Public Employees;

c) Officers, non-commissioned officers, professional soldiers, workers, and defense public employees in agencies and units belonging to the Vietnam People's Army; professional officers, non-commissioned officers, and police workers in agencies and units belonging to the Vietnam People's Police, except those appointed as representatives by authorization to manage the State's capital contributions in enterprises or to manage state-owned enterprises;

d) Leaders and professional managers in state-owned enterprises as prescribed in Point a, Clause 1, Article 88 of this Law, except those appointed as authorized representatives to manage the State's capital contributions in other enterprises;

d) Minors; persons with limited civil act capacity; persons who have lost civil act capacity; persons with difficulties in cognition or controlling their behavior; organizations without legal personality;

Amended and supplemented provisions:

e) Persons who are being prosecuted for criminal liability, detained, serving a prison sentence, undergoing administrative handling measures at compulsory rehabilitation centers, compulsory education facilities, or are prohibited by the Court from holding positions, practicing a profession, or performing certain jobs; other cases as prescribed by the Law on Bankruptcy and the Law on Anti-Corruption.

In case the Business Registration Authority requires, the person registering to establish an enterprise must submit a Criminal Record Certificate to the Business Registration Authority;

g) An organization is a commercial legal entity prohibited from doing business, banned from operating in certain fields as prescribed by the Penal Code.

3. Organizations and individuals have the right to contribute capital, purchase shares, or buy capital contributions in joint-stock companies, limited liability companies, and partnerships as prescribed by this Law, except in the following cases:

a) State agencies and units of the people's armed forces using state assets to contribute capital to enterprises for their own agency or unit's private gain;

Amended and supplemented provisions:

b) Subjects who are not allowed to contribute capital to enterprises as prescribed by the Law on Cadres and Civil Servants, the Law on Public Employees, and the Law on Anti-Corruption.

4. Private gain for one's own agency or unit as prescribed in point a, clause 2, and point a, clause 3 of this Article refers to using income in any form obtained from business activities, capital contribution, purchasing shares, or buying capital contributions for any of the following purposes:

a) Distributing in any form to some or all of the persons specified in point b and point c, clause 2 of this Article;

b) Supplementing the operating budget of the agency or unit contrary to the provisions of the law on the state budget;

c) Establishing a fund or supplementing a fund to serve the private interests of the agency or unit.

Article 18. Contracts before business registration

1. The founder of a business is allowed to sign contracts serving the establishment and operation of the business before and during the business registration process.

2. In the case of being issued a Certificate of Business Registration, the business must continue to perform the rights and obligations arising from the contracts signed as stipulated in Clause 1 of this Article, and the parties must carry out the transfer of rights and obligations under the contracts in accordance with the provisions of the Civil Code, except in cases where the contract provides otherwise.

3. In cases where the enterprise is not granted a Business Registration Certificate, the person signing the contract as stipulated in Clause 1 of this Article is responsible for performing the contract; in cases where others participate in establishing the enterprise, they shall be jointly responsible for performing that contract.

Article 19. Application dossier for registering a private enterprise

1. Application for enterprise registration.

2. A copy of personal legal documents of the owner of the private enterprise.

Article 20. Application dossier for registering a partnership company

1. Application for enterprise registration.

2. Company charter.

Amended and supplemented provisions:

3. List of members.

4. A copy of personal legal documents of the members.

5. A copy of the Investment Registration Certificate for foreign investors in accordance with the provisions of the Investment Law.

Article 21. Application dossier for registering a limited liability company

1. Application for enterprise registration.

2. Company charter.

Amended and supplemented provisions:

3. List of members.

4. Copies of the following documents:

a) Personal legal documents of the members who are individuals, the legal representative;

b) Legal documents of the organization for members who are organizations and the document appointing an authorized representative; legal documents of individuals for the authorized representative of a member who is an organization.

For members that are foreign organizations, a copy of the organization's legal documents must be consular legalized;

c) Investment registration certificate for foreign investors according to the provisions of the Investment Law.

Article 22. Documents for registering a joint-stock company

1. Application for enterprise registration.

2. Company charter.

Amended and supplemented provisions:

3. List of founding shareholders; list of shareholders who are foreign investors.

4. Copies of the following documents:

a) Legal documents of individuals for founding shareholders and shareholders who are foreign investors who are individuals, legal representatives;

b) Legal documents of the organization for shareholders who are organizations and the document appointing an authorized representative; legal documents of individuals for the authorized representative of the founding shareholders and shareholders who are foreign investors who are organizations.

For shareholders that are foreign organizations, a copy of the organization's legal documents must be consular legalized;

c) Investment registration certificate for foreign investors according to the provisions of the Investment Law.

Article 23. Contents of the enterprise registration application

The enterprise registration application includes the following main contents:

1. Enterprise name;

2. Address of the enterprise's head office, phone number; fax number, email (if any);

3. Business sectors and lines;

4. Charter capital; investment capital of the owner of a private enterprise;

5. Types of shares, par value of each type of share, and the total number of shares authorized to be offered for each type of share for a joint-stock company;

6. Tax registration information;

7. Expected number of employees;

8. Full name, signature, contact address, nationality, and legal document information of individuals for the owner of a private enterprise and partners of a partnership;

Supplementary provisions

9. Full name, signature, contact address, nationality, and legal document information of individuals for the legal representatives of a limited liability company and a joint-stock company.

Article 24. Company charter

1. The company's charter includes the charter at the time of business registration and the charter amended and supplemented during operation.

2. The company's charter includes the following main contents:

a) The name, address of the company's headquarters; the name and address of branches and representative offices (if any);

b) Business sectors and lines;

c) Charter capital; total number of shares, types of shares, and the par value of each type of share for joint-stock companies;

d) Full name, contact address, nationality of the general partners for partnerships; of the company owners, members for limited liability companies; of the founding shareholders for joint-stock companies. The contributed capital and value of the contribution of each member in limited liability companies and partnerships. The number of shares, type of shares, par value of each type of share of founding shareholders for joint-stock companies;

d) Rights and obligations of members to a limited liability company, a partnership company; of shareholders to a joint-stock company;

e) Organizational management structure;

g) Number, titles of management, and rights and obligations of the legal representative of the enterprise; division of rights and obligations of the legal representative in case the company has more than one legal representative;

h) Form of passing company decisions; principles for resolving internal disputes;

i) Basis and method for determining salary, remuneration, and bonuses of managers and controllers;

k) Cases where members or shareholders have the right to request the company to repurchase their capital contribution for a limited liability company or shares for a joint-stock company;

l) Principles for distributing post-tax profits and handling business losses;

m) Cases of dissolution, order of dissolution, and procedures for liquidation of company assets;

n) The form of amending and supplementing the company charter.

3. The company charter when registering the business must include the full names and signatures of the following individuals:

a) General partners in the case of a general partnership company;

b) The individual owner of the company or the legal representative of the company owner if the owner is an organization, in the case of a single-member limited liability company;

c) Individual members and the legal representative or authorized representative of an organizational member in the case of a limited liability company with two or more members;

d) Founding shareholders are individuals, and the legal representative or authorized representative of the founding shareholder is an organization in the case of joint-stock companies.

4. The amended and supplemented company charter must include the full name and signature of the following persons:

a) Chairman of the Members' Council for partnerships;

b) Owner, legal representative of the owner, or legal representative of a one-member limited liability company;

c) Legal representative of a limited liability company with two or more members and of a joint-stock company.

Amended and supplemented provisions:

Article 25. List of members of a limited liability company, partnership, list of founding shareholders, and shareholders who are foreign investors in the case of a joint-stock company.

The list of members of a limited liability company, a partnership, the list of founding shareholders and foreign investor shareholders of a joint-stock company must include the following main contents:

1. Full name, signature, nationality, and contact address of individual members of a limited liability company and a partnership; of founding shareholders and foreign investor shareholders who are individuals of a joint-stock company;

2. The name, business registration number, and registered office address of the member who is an organization for a limited liability company and a partnership; of the founding shareholders and shareholders who are foreign investors and are organizations for a joint-stock company;

3. Full name, signature, nationality, and contact address of the legal representative or authorized representative of a member who is an organization in a limited liability company; of founding shareholders and shareholders who are foreign investors and are organizations in a joint-stock company;

Supplementary provisions

4. The contributed capital, value of contributed capital, ownership percentage of the contributed capital, type of assets, quantity of assets, value of each type of contributed asset, contribution period of each member to a limited liability company, partnership company; number of shares, type of shares, shareholding ratio, type of assets, quantity of assets, value of each type of contributed asset, contribution period of each founding shareholder and shareholder who is a foreign investor to a joint-stock company.

Article 26. Procedures and procedures for business registration

1. The business founder or the authorized person shall carry out business registration with the Business Registration Authority through the following methods:

a) Direct business registration at the Business Registration Authority;

b) Business registration via postal service;

c) Business registration via electronic information network.

2. Business registration via electronic information network is when the business founder submits the business registration dossier via electronic information network at the National Business Registration Portal. The business registration dossier via electronic information network includes the data as prescribed by this Law and is presented in the form of electronic documents. The business registration dossier via electronic information network has the same legal value as the business registration dossier in paper form.

Provisions repealed

3. Organizations and individuals have the right to choose to use a digital signature in accordance with the law on electronic transactions or to use a business registration account to register a business via the electronic information network.

Provisions repealed

4. A business registration account is an account created by the National Business Registration Information System, issued to individuals to carry out business registration via electronic information networks. Individuals issued a business registration account are legally responsible for registering to be granted the account and for using the business registration account to register a business through electronic information networks.

5. Within 03 working days from the date of receiving the application, the Business Registration Authority is responsible for examining the validity of the business registration application and issuing business registration; in case the application is invalid, the Business Registration Authority must notify in writing the content that needs to be amended or supplemented to the business founder. In case of refusal to register the business, it must notify in writing the business founder and clearly state the reasons.

Amended and supplemented provisions:

6. The government regulates the dossiers, order, procedures, and interconnection in business registration.

Article 27. Issuance of Business Registration Certificate

1. An enterprise shall be granted a Business Registration Certificate when it meets the following conditions:

a) The registered business sector or line is not prohibited from investment and business;

b) The enterprise name is set in accordance with the provisions of Articles 37, 38, 39, and 41 of this Law;

c) There is a valid business registration dossier;

d) The enterprise has paid full business registration fees according to the law on fees and charges.

2. In case the Business Registration Certificate is lost, damaged, or destroyed in other forms, the enterprise shall be re-issued the Business Registration Certificate and must pay the fees according to the law.

Article 28. Contents of the Business Registration Certificate

The Business Registration Certificate includes the following main contents:

1. Name of the enterprise and enterprise code;

2. Address of the enterprise's headquarters;

3. Full name, contact address, nationality, legal document number of individuals for the legal representative of a limited liability company and a joint-stock company; for general partners of a partnership; for the owner of a private enterprise. Full name, contact address, nationality, legal document number of individuals for members who are individuals; name, enterprise code, and address of the headquarters for members who are organizations in a limited liability company;

4. Charter capital for companies, investment capital for private enterprises.

Article 29. Enterprise code

1. The business registration number is a sequence of numbers generated by the National Business Registration Information System, issued to the enterprise upon establishment, and recorded on the Certificate of Business Registration. Each enterprise has a unique number that cannot be reused to issue to another enterprise.

2. The business registration number is used to perform tax obligations, administrative procedures, and other rights and obligations.

Article 30. Registration of changes to the contents of the Certificate of Business Registration

1. Enterprises must register with the Business Registration Authority when making changes to the contents of the Certificate of Business Registration as specified in Article 28 of this Law.

2. Enterprises are responsible for registering changes to the contents of the Certificate of Business Registration within 10 days from the date of change.

3. Within 03 working days from the date of receiving the dossier, the business registration authority is responsible for reviewing the validity of the dossier and issuing a new Business Registration Certificate; in case the dossier is not valid, the business registration authority must notify in writing the content that needs to be amended or supplemented to the enterprise. In case of refusal to issue a new Business Registration Certificate, the authority must notify the enterprise in writing and clearly state the reasons.

4. Registration for changes to the contents of the Business Registration Certificate according to the decision of the court or arbitration shall be carried out according to the following procedures and processes:

a) The person requesting to register a change in the contents of the Enterprise Registration Certificate shall send the registration change request to the competent Business Registration Authority within 15 days from the date the court judgment or decision comes into legal effect or the arbitration award becomes effective. The registration dossier must include a copy of the court judgment, decision that has become legally effective, or the arbitration award that has come into effect;

b) Within 3 working days from the date of receiving the registration request specified in point a of this clause, the business registration authority is responsible for reviewing and issuing a new Business Registration Certificate according to the content of the court judgment or decision that has legal effect or the arbitration award that is effective; in case the dossier is not valid, the business registration authority must notify in writing the content that needs to be amended or supplemented to the person requesting the change registration. In case of refusal to issue a new Business Registration Certificate, it must notify in writing the person requesting the change registration and clearly state the reason.

5. The Government shall regulate the dossier, order, and procedures for registering changes to the content of the Business Registration Certificate.

Article 31. Notification of change in business registration content

Amended and supplemented provisions:

1. Businesses must notify the business registration authority when changing any of the following contents:

a) Business lines and sectors;

b) Founding shareholders and shareholders who are foreign investors for joint-stock companies, except in the case of listed companies;

c) Other contents in the enterprise registration dossier.

2. Enterprises are responsible for notifying changes in the enterprise registration contents within 10 days from the date of the change.

3. Joint-stock companies must notify in writing the Business Registration Authority where the company has its head office within 10 days from the date of change regarding foreign investor shareholders registered in the company's shareholder register. The notification must include the following contents:

a) Name, enterprise code, head office address;

b) For foreign investor shareholders transferring shares: name, headquarters address for shareholders that are organizations; full name, nationality, and contact address for shareholders that are individuals; number of shares, type of shares, and their current ownership percentage in the company; number of shares and type of shares being transferred;

c) For foreign investor shareholders receiving transferred shares: name, headquarters address for shareholders that are organizations; full name, nationality, and contact address for shareholders that are individuals; number of shares and type of shares being received; number of shares, type of shares, and corresponding ownership percentage in the company.

d) Full name and signature of the legal representative of the company.

4. Within 03 working days from the date of receiving the notice, the Business Registration Authority is responsible for reviewing the validity and implementing changes to the enterprise registration information; in case the dossier is not valid, the Business Registration Authority must notify in writing the content that needs to be amended or supplemented to the enterprise. In case of refusal to amend or supplement information according to the content of the enterprise registration change notice, it must notify the enterprise in writing and clearly state the reason.

5. Notification of changes to enterprise registration information according to the decision of the Court or Arbitration shall be carried out according to the following procedures:

a) Organizations and individuals requesting a change in the registered business content must send a notice of the change to the competent Business Registration Authority within 10 days from the date the court judgment or decision takes legal effect or the arbitral award becomes effective. The notice must be accompanied by a copy of the court judgment or decision that has legal effect or the arbitral award that has taken effect;

b) Within 03 working days from the date of receipt of the notice, the business registration authority is responsible for reviewing and implementing the change of business registration content according to the content of a valid court judgment, decision, or arbitration award; in case the dossier is not valid, the business registration authority must notify in writing the content that needs to be amended or supplemented to the applicant requesting the change. In case of refusing to amend or supplement the information according to the content of the business registration change notice, it must notify in writing the applicant requesting the change and clearly state the reasons.

Article 32. Publication of business registration content

1. After being granted the Enterprise Registration Certificate, the enterprise must publicly announce it on the National Business Registration Portal and must pay fees in accordance with the law. The content of the announcement includes the contents of the Enterprise Registration Certificate and the following information:

a) Business lines and sectors;

b) List of founding shareholders; list of shareholders who are foreign investors for joint-stock companies (if any).

2. In case of changes to the enterprise registration contents, the corresponding changes must be publicly announced on the National Business Registration Portal.

3. The duration for publicly announcing information about the enterprise specified in clauses 1 and 2 of this Article is 30 days from the date of public announcement.

Article 33. Providing information on the contents of enterprise registration

Supplementary provisions

1. Organizations and individuals have the right to request the State management agency on business registration and the business registration agency to provide information stored in the National Business Registration Information System and must pay fees as prescribed by law.

2. The State management agency on business registration and the business registration agency are obliged to provide complete and timely information as prescribed in Clause 1 of this Article.

3. The government shall provide detailed regulations on this Article.

Article 34. Contributed capital assets

1. Contributed capital assets are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.

2. Only individuals or organizations that are lawful owners or have the lawful right to use the assets specified in Clause 1 of this Article have the right to use those assets to contribute capital in accordance with the law.

Article 35. Transfer of ownership of contributed assets

1. Members of limited liability companies, partnerships, and shareholders of joint-stock companies must transfer the ownership of contributed assets to the company according to the following provisions:

a) For assets that are registered for ownership or land use rights, the contributor must carry out the procedures to transfer the ownership of the asset or the land use rights to the company in accordance with the law. The transfer of ownership or land use rights for contributed assets is not subject to registration fees;

b) For assets that are not registered for ownership, the capital contribution must be made through the transfer and receipt of the contributed assets, which is confirmed by a minutes of handover, except in cases carried out through an account.

2. The minutes of handover of contributed assets must include the following main contents:

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

b) Full name, contact address, legal document number of the individual, legal document number of the organization of the contributor;

c) Type of asset and number of units of contributed assets; total value of contributed assets and the proportion of that total value in the company's charter capital;

d) Date of handover; signature of the contributor or the authorized representative of the contributor and the legal representative of the company.

3. The capital contribution is only considered fully paid when the legal ownership of the contributed assets has been transferred to the company.

4. Assets used in the business activities of the owner of a private enterprise do not require procedures to transfer ownership to the enterprise.

5. Payment for all activities of buying, selling, transferring shares and capital contributions, receiving dividends, and transferring profits abroad by foreign investors must be conducted through accounts in accordance with the law on foreign exchange management, except in cases of payment in non-cash assets and forms.

Article 36. Valuation of contributed assets

1. Contributed assets that are not Vietnamese Dong, freely convertible foreign currencies, or gold must be valued by the founding members, shareholders, or a valuation organization and expressed in Vietnamese Dong.

2. The contributed assets when establishing an enterprise must be valued by the founding members or shareholders based on the principle of consensus or by an appraisal organization. In the case of valuation by an appraisal organization, the value of the contributed assets must be approved by over 50% of the founding members or shareholders.

If the contributed assets are valued higher than their actual value at the time of contribution, the founding members or shareholders shall jointly contribute the difference between the appraised value and the actual value of the contributed assets at the end of the valuation; at the same time, they shall be jointly responsible for any damage caused by intentionally overvaluing the contributed assets.

3. Capital contributions during the course of operations by the owner, the Members' Council for a limited liability company and a partnership, the Board of Directors for a joint-stock company, and the contributor are either valued by agreement or by a valuation organization. In the case of a valuation organization valuing the asset, the value of the contributed asset must be approved by the contributor and the owner, Members' Council, or Board of Directors.

In cases where contributed capital assets are valued higher than the actual value of those assets at the time of contribution, the contributor, owner, members of the Members' Council for limited liability companies and partnership companies, and members of the Board of Directors for joint-stock companies shall jointly contribute the difference between the appraised value and the actual value of the contributed capital assets at the time of appraisal; at the same time, they shall be jointly responsible for the damage caused by intentionally valuing the contributed capital assets higher than their actual value.

Article 37. Enterprise Name

1. The Vietnamese name of the enterprise consists of two components in the following order:

a) Type of enterprise;

b) Proper name.

2. The type of enterprise is written as "limited liability company" or "LLC" for a limited liability company; written as "joint-stock company" or "JSC" for a joint-stock company; written as "partnership company" or "PC" for a partnership company; written as "private enterprise", "PE" or "private business" for a private enterprise.

3. The proper name is written using letters in the Vietnamese alphabet, the letters F, J, Z, W, numbers, and symbols.

4. The enterprise name must be displayed at the main office, branch, representative office, or business location of the enterprise. The enterprise name must be printed or written on transaction papers, documents, and publications issued by the enterprise.

5. Based on the provisions of this Article and Articles 38, 39, and 41 of this Law, the business registration authority has the right to refuse approval of the proposed business name for registration.

Article 38. Prohibitions on naming a business

1. Using a name identical or confusingly similar to the name of a registered business as prescribed in Article 41 of this Law.

2. Using the name of a state agency, people's armed forces unit, name of a political organization, socio-political organization, socio-political-professional organization, social organization, or social-professional organization as all or part of the business's proper name, except in cases approved by the relevant agency, unit, or organization.

3. Using words or symbols that violate the historical and cultural traditions, ethics, and customs of the nation.

Article 39. Business names in foreign languages and abbreviation of business names

1. The name of the enterprise in a foreign language is the name translated from Vietnamese into one of the foreign languages using the Latin alphabet. When translated into a foreign language, the proper name of the enterprise may remain unchanged or be translated according to the corresponding meaning into the foreign language.

2. In the case where a business has a name in a foreign language, the foreign language name of the business shall be printed or written in a smaller font size than the Vietnamese name of the business at the head office, branches, representative offices, business locations of the business, or on transaction documents, records, and publications issued by the business.

3. The abbreviated name of the business is derived from either the Vietnamese name or the foreign language name.

Article 40. Names of branches, representative offices, and business locations

1. The names of branches, representative offices, and business locations must be written using the letters of the Vietnamese alphabet, the letters F, J, Z, W, numerals, and symbols.

2. The name of a branch, representative office, or business location must include the enterprise name followed by the phrase "Branch" for a branch, the phrase "Representative Office" for a representative office, and the phrase "Business Location" for a business location.

3. The name of a branch, representative office, or business location must be written or displayed at the headquarters of the branch, representative office, and business location. The name of a branch or representative office is printed or written in a smaller font than the Vietnamese name of the enterprise on transaction documents, records, and publications issued by the branch or representative office.

Article 41. Duplicate Names and Confusing Names

1. A duplicate name is the Vietnamese name of the enterprise to be registered that is written exactly the same as the Vietnamese name of an already registered enterprise.

2. Cases considered as confusing with the name of an already registered enterprise include:

a) The Vietnamese name of the enterprise proposed for registration is pronounced the same as the name of an already registered enterprise;

b) The abbreviation of the enterprise proposed for registration is identical to the abbreviation of an already registered enterprise;

c) The foreign language name of the enterprise proposed for registration is identical to the foreign language name of an already registered enterprise;

d) The unique name of the enterprise proposed for registration only differs from the unique name of an already registered enterprise of the same type by a natural number, an ordinal number, or a letter in the Vietnamese alphabet, F, J, Z, W written immediately next to or following the unique name of that enterprise;

đ) The unique name of the enterprise proposed for registration only differs from the unique name of an already registered enterprise of the same type by a symbol "&" or "and", ".", ",", "+", "-", "_";

e) The proposed business's trade name differs from the trade name of an already registered business of the same type only by the word "tân" immediately before or the word "mới" written together with or immediately after or before the registered business's trade name;

g) The proposed business's trade name differs from the trade name of an already registered business of the same type only by the phrase "miền Bắc" (North), "miền Nam" (South), "miền Trung" (Central), "miền Tây" (West), "miền Đông" (East);

h) The proposed business's trade name is identical to the trade name of an already registered business.

3. The cases specified in points d, đ, e, g, and h of clause 2 of this Article do not apply to a subsidiary of a registered company.

Article 42. Head office of the business

The headquarters of the enterprise is located on the territory of Vietnam, serving as the contact address of the enterprise and is determined according to the administrative boundary; it has a telephone number, fax number, and email address (if any).

Article 43. Seal of the enterprise

1. The seal includes a seal made at a seal engraving facility or a seal in the form of a digital signature in accordance with the provisions of the law on electronic transactions.

2. The enterprise decides the type of seal, quantity, form, and content of the seal for the enterprise, its branches, representative offices, and other units of the enterprise.

3. The management and safekeeping of the seal are carried out in accordance with the provisions of the company's charter or the regulations issued by the enterprise, branch, representative office, or other units of the enterprise that have seals. The enterprise uses the seal in transactions according to the provisions of the law.

Article 44. Branches, representative offices, and business locations of the enterprise

1. A branch is a dependent unit of the enterprise, tasked with performing all or part of the enterprise's functions, including representative functions by authorization. The business sector or field of the branch must match the business sector or field of the enterprise.

2. A representative office is a dependent unit of the enterprise, tasked with representing the enterprise by authorization for its interests and protecting those interests. The representative office does not perform the business functions of the enterprise.

3. A business location is a place where the enterprise conducts specific business activities.

Article 45. Registration of branch and representative office activities of the enterprise; notification of business location

1. Enterprises have the right to establish branches and representative offices domestically and abroad. Enterprises may set up one or more branches or representative offices in a locality according to the administrative boundaries.

2. In the case of establishing a branch or representative office within the country, the enterprise shall send the registration dossier for the operation of the branch or representative office to the Business Registration Authority where the enterprise places the branch or representative office. The dossier includes:

a) Notification of the establishment of a branch or representative office;

b) A copy of the decision on establishment and a copy of the meeting minutes regarding the establishment of the branch or representative office of the enterprise; a copy of the legal documents of the individual for the head of the branch or representative office.

3. Within 03 working days from the date of receipt of the dossier, the business registration authority is responsible for reviewing the validity of the dossier and issuing the Certificate of Registration for the operation of branches and representative offices; in case the dossier is not valid, the business registration authority must notify in writing the content that needs to be amended or supplemented to the enterprise. In case of refusing to issue the Certificate of Registration for the operation of branches or representative offices, it must notify the enterprise in writing and clearly state the reasons.

4. The enterprise is responsible for registering changes to the content of the Certificate of Registration for the operation of branches or representative offices within 10 days from the date of the change.

5. Within 10 days from the date of deciding the business location, the enterprise shall notify the business location to the business registration authority.

6. The Government shall regulate the details of this Article.

Chapter III. LIMITED LIABILITY COMPANY

Section 1. LIMITED LIABILITY COMPANY WITH TWO OR MORE MEMBERS

Article 46. Limited liability company with two or more members

1. A limited liability company with two or more members is an enterprise with from 02 to 50 members who are organizations or individuals. Members are responsible for the debts and other financial obligations of the enterprise within the scope of the capital contributed to the enterprise, except as provided in Clause 4, Article 47 of this Law. The contributed capital of members can only be transferred in accordance with the provisions of Articles 51, 52, and 53 of this Law.

2. A limited liability company with two or more members has legal personality from the date of issuance of the Enterprise Registration Certificate.

3. A limited liability company with two or more members is not allowed to issue shares, except in the case of conversion into a joint-stock company.

4. A limited liability company with two or more members may issue bonds in accordance with the provisions of this Law and other relevant legal regulations; the issuance of private bonds must comply with the provisions of Articles 128 and 129 of this Law.

Article 47. Contributing capital to establish a company and issuing a certificate of capital contribution

1. The charter capital of a limited liability company with two or more members at the time of business registration is the total value of the capital contributions that the members commit to contribute and are recorded in the company's Charter.

2. Members must contribute capital to the company in full and in the type of assets committed at the time of registering the enterprise within 90 days from the date of issuance of the Enterprise Registration Certificate, excluding the time for transporting, importing contributed assets, and completing administrative procedures to transfer ownership of the assets. Within this period, members have rights and obligations corresponding to the proportion of capital contributions they have committed. A company member may only contribute a type of asset other than the committed asset if approved by more than 50% of the remaining members.

3. After the deadline specified in clause 2 of this Article, if there are members who have not contributed capital or have not fully contributed the committed capital, the following measures shall be taken:

a) Members who have not contributed capital as committed shall automatically cease to be members of the company;

b) Members who have not fully contributed the committed capital shall have rights corresponding to the contributed portion of their capital.

c) The un-contributed capital portions of members are to be offered according to the resolutions or decisions of the Members' Council.

4. In cases where a member has not contributed capital or has not fully contributed the committed capital, the company must register a change in charter capital and the proportion of each member's capital contribution corresponding to the capital actually contributed within 30 days from the last day for full capital contribution as prescribed in Clause 2 of this Article. Members who have not contributed capital or have not fully contributed the committed capital must bear responsibility corresponding to the committed capital ratio for the company's financial obligations arising before the company registers a change in charter capital and the member's capital contribution ratio.

5. Except as provided in Clause 2 of this Article, a capital contributor becomes a member of the company from the time the contributed capital has been fully paid, and the information about the capital contributor specified in points b, c, and d of Clause 2 of Article 48 of this Law is fully recorded in the register of members. At the time the capital contribution is fully made, the company must issue a capital contribution certificate to the member corresponding to the value of the contributed capital.

6. The certificate of capital contribution must include the following main contents:

a) Name, business code, and address of the company's head office;

b) The company's charter capital;

c) Full name, contact address, nationality, and legal document number for an individual member; name, business code or legal document number of the organization, and head office address for an organizational member;

d) Capital contribution and the proportion of the member's capital contribution;

e) Number and date of issuance of the capital contribution certificate;

f) Full name and signature of the company's legal representative.

7. In the case that the capital contribution certificate is lost, damaged, or destroyed in another form, the member shall be reissued a capital contribution certificate by the company following the procedures and regulations specified in the company's charter.

Article 48. Member register.

1. The company must establish a members' register immediately after being granted the Enterprise Registration Certificate. The members' register can be a paper document or an aggregation of electronic data recording the information on the ownership of capital contributions of the company's members.

2. The members' register must include the following main contents:

a) Name, business code, and address of the company's head office;

b) Full name, contact address, nationality, legal document number of an individual for members who are individuals; name, business registration code or legal document number of an organization, address of the head office for members who are organizations;

c) Capital contribution, percentage of capital contribution already contributed, time of contribution, type of contributed assets, quantity, value of each type of contributed asset of each member;

d) Signature of individual members, legal representative of members who are organizations;

đ) Number and date of issuance of the capital contribution certificate of each member.

3. The company must promptly update changes in members in the register of members upon the request of the relevant member in accordance with the provisions of the company's Charter.

4. The register of members is kept at the company's head office.

Article 49. Rights of Members of the Members' Council

Amended and supplemented provisions:

1. Members of the Members' Council have the following rights:

a) To attend meetings of the Members' Council, discuss, propose, and vote on matters within the authority of the Members' Council;

b) To have a number of voting shares corresponding to the contributed capital, except in cases specified in Clause 2, Article 47 of this Law;

c) To receive a share of profits corresponding to their contributed capital after the company has fully paid taxes and fulfilled other financial obligations as prescribed by law;

d) To receive a share of the remaining assets of the company corresponding to their contributed capital when the company is dissolved or goes bankrupt;

e) To have the priority to contribute additional capital to the company when the company increases its charter capital;

e) Dispose of their capital contributions by transferring a part or all, gifting, and other forms as prescribed by law and the company's charter;

g) Independently or on behalf of the company, file civil liability lawsuits against the Chairman of the Members' Council, Director or General Director, legal representative, and other managers as prescribed in Article 72 of this Law;

h) Other rights as prescribed by this Law and the company's charter.

2. In addition to the rights prescribed in Clause 1 of this Article, members or groups of members holding 10% or more of the charter capital, or another smaller percentage stipulated by the company's charter, or falling under the case prescribed in Clause 3 of this Article, have the following rights:

a) Request the convening of the Members' Council meeting to resolve issues within its authority;

b) Inspect, review, check records, and monitor transactions, accounting books, and annual financial statements;

c) Inspect, review, check, and photocopy the register of members, meeting minutes, resolutions, decisions of the Members' Council, and other company documents;

d) Request the Court to annul the resolutions or decisions of the Members' Council within 90 days from the date of the end of the Members' Council meeting if the procedure, conditions of the meeting, or the content of such resolutions or decisions are not properly carried out or are not in accordance with the provisions of this Law and the company's Charter.

3. In the case that a company has one member owning more than 90% of the charter capital and the company charter does not stipulate a smaller proportion in accordance with the provisions of clause 2 of this Article, the remaining group of members shall naturally have the rights according to the provisions of clause 2 of this Article.

Amended and supplemented provisions:

Article 50. Obligations of members of the Members' Council

1. Contribute the full committed capital on time, be responsible for the company's debts and other asset obligations within the scope of the capital contributed to the company, except for the cases prescribed in clauses 2 and 4 of Article 47 of this Law.

2. Not withdraw the contributed capital from the company in any form, except for the cases prescribed in Articles 51, 52, 53, and 68 of this Law.

3. Comply with the company charter.

4. Comply with the resolutions and decisions of the Members' Council.

5. Be personally responsible when acting on behalf of the company to perform the following acts:

a) Violating the law;

b) Conduct business or other transactions not intended to serve the company's interests and causing harm to others;

c) Settle debts before their due date in the face of potential financial risks to the company.

6. Other obligations as prescribed by this Law.

Article 51. Repurchase of Capital Contribution

1. A member has the right to request the company to repurchase their capital contribution if the member has voted against the resolution or decision of the Members' Council on the following matters:

a) Amendments or supplements to the contents of the company's charter related to the rights and obligations of members and the Members' Council;

b) Reorganization of the company;

c) Other cases as prescribed in the company's charter.

2. The request to repurchase a capital contribution must be in writing and sent to the company within 15 days from the date of adoption of the resolution or decision specified in clause 1 of this Article.

3. Within 15 days from the date of receiving the request from the member specified in Clause 1 of this Article, the company must repurchase that member's capital contribution at the market price or at a price determined according to the principles stipulated in the company's Charter, except in cases where both parties agree on the price. Payment can only be made if, after fully paying for the repurchased capital contribution, the company still pays all its debts and other asset obligations.

4. In the event that the company cannot pay the capital contribution requested to be repurchased according to the provisions of Clause 3 of this Article, that member has the right to freely transfer their capital contribution to another member or a person who is not a member of the company.

Article 52. Transfer of capital contribution

1. Except for the cases provided in Clause 4, Article 51, Clauses 6 and 7, Article 53 of this Law, members of a limited liability company with two or more members have the right to transfer part or all of their capital contributions to others according to the following provisions:

Amended and supplemented provisions:

a) Offer to sell that capital contribution to the remaining members according to the proportion of their contributions in the company under the same offering conditions;

b) Transfer on the same terms offered to the remaining members as stipulated in point a of this clause to a non-member if the remaining members of the company do not purchase or do not fully purchase within 30 days from the date of the offer.

2. The transferring member still has the rights and obligations toward the company corresponding to the relevant capital contribution until the information about the buyer specified in points b, c, and d of Clause 2, Article 48 of this Law is fully recorded in the register of members.

3. In the case where the transfer or change of the members' capital contributions results in only one member remaining in the company, the company must organize management under the form of a single-member limited liability company and carry out the registration of changes in business registration information within 15 days from the date of completion of the transfer.

Article 53. Handling of capital contributions in certain special cases

1. In the case where a company member who is an individual dies, the heir according to the will or according to the law of that member becomes a member of the company.

2. In the case where a member is an individual who is declared missing by the Court, the rights and obligations of the member shall be exercised through the manager of the member's assets in accordance with civil law regulations.

3. In the case where a member is restricted or loses civil act capacity, has difficulties in cognition, or controlling behavior, the rights and obligations of that member in the company shall be exercised through a representative.

4. The member's capital contribution shall be repurchased or transferred by the company in accordance with the provisions of Articles 51 and 52 of this Law in the following cases:

a) The heir does not wish to become a member;

b) The person receiving a donation under Clause 6 of this Article is not approved by the Members' Council to become a member;

c) A company member that is an organization is dissolved or bankrupt.

5. In the case where the capital contribution of a company member who is an individual dies without heirs, the heirs refuse to accept the inheritance, or are deprived of inheritance rights, that capital contribution shall be handled in accordance with the provisions of civil law.

6. In the case where a member gifts part or all of their capital contribution in the company to another person, the donee becomes a company member according to the following provisions:

a) If the donee is an heir under the law according to the Civil Code, they automatically become a company member;

b) If the donee is not within the scope specified in point a of this clause, they shall only become a company member upon approval of the Members' Council.

7. In the case where a member uses the capital contribution to repay debt, the recipient of the payment has the right to use that capital contribution in one of the following two forms:

a) Become a member of the company if approved by the Board of Members;

b) Offer for sale and transfer that capital contribution according to the provisions of Article 52 of this Law.

8. In the case where a company member is an individual who is detained, serving a prison sentence, or undergoing administrative measures at a compulsory rehabilitation facility or compulsory educational facility, that member authorizes another person to exercise some or all of their rights and obligations in the company.

9. In the case where a company member is an individual prohibited by the Court from practicing a profession or performing certain work, or a company member is a commercial legal entity prohibited by the Court from conducting business or operating in certain fields within the company's business scope, that member is not allowed to practice, perform the work that has been prohibited in that company, or the company temporarily suspends or terminates business in the relevant industries or professions according to the Court's decision.

Article 54. Company's management organizational structure

1. A limited liability company with two or more members has a Members' Council, a Chairman of the Members' Council, a Director or a General Director.

2. A limited liability company with two or more members that is a state-owned enterprise as prescribed in point b, clause 1, Article 88 of this Law, and a subsidiary of a state-owned enterprise as prescribed in clause 1, Article 88 of this Law must establish a Supervisory Board; in other cases, it is decided by the company.

3. The company must have at least one legal representative who holds one of the positions of Chairman of the Members' Council, Director, or General Director. If the company's charter does not provide otherwise, the Chairman of the Members' Council is the legal representative of the company.

Article 55. Members' Council

1. The members' council is the highest decision-making body of the company, including all individual company members and the authorized representatives of company members that are organizations. The company's charter stipulates the meetings of the members' council, but it must meet at least once a year.

2. The members' council has the following rights and obligations:

a) Decide on the company's development strategy and annual business plan;

b) Decide on increasing or decreasing the charter capital, decide the timing and method of raising additional capital; decide on issuing bonds;

c) Decide on the company's development investment projects; solutions for market development, marketing, and technology transfer;

d) Approving loan contracts, lending, asset sales, and other contracts as stipulated by the company's Charter with a value of 50% or more of the total asset value recorded in the financial statements at the most recent publication date of the company, or another ratio or value smaller than that stipulated in the company's Charter;

d) Electing, dismissing, or removing the Chairman of the Members' Council; deciding to appoint, dismiss, or remove, signing, and terminating contracts for the Director or General Director, Chief Accountant, Controller, and other managers as stipulated in the company's Charter;

e) Deciding the salary, remuneration, bonuses, and other benefits for the Chairman of the Members' Council, Director or General Director, Chief Accountant, and other managers as stipulated in the company's Charter;

g) Approving the annual financial statements, the plan for profit usage and distribution, or the plan for handling the company's losses;

h) Deciding on the company's management organizational structure;

i) Decision to establish a subsidiary, branch, or representative office;

k) Amend and supplement the company's charter;

l) Decide on the reorganization of the company;

m) Decide on the dissolution or request for bankruptcy of the company;

n) Other rights and obligations as prescribed by this Law and the company's charter.

Article 56. Chairman of the Members' Council

1. The Members' Council elects one member as the Chairman. The Chairman of the Members' Council may also serve as the Director or General Director of the company.

2. The Chairman of the Members' Council has the following rights and obligations:

a) Prepare the program and operational plan of the Members' Council;

b) Prepare the agenda, content, and materials for the Members' Council meetings or to obtain the opinions of the members;

c) Convene, preside over, and chair the Members' Council meetings or organize the collection of members’ opinions;

d) Supervise or organize the supervision of the implementation of the resolutions and decisions of the Members' Council;

e) Sign resolutions and decisions of the Members' Council on behalf of the Members' Council.

e) Other rights and obligations as prescribed by this Law and the company's charter.

3. The term of the Chairman of the Members' Council is stipulated in the company's charter but shall not exceed 5 years and may be re-elected for an unlimited number of terms.

4. In the case that the Chairman of the Members' Council is absent or unable to perform his rights and obligations, he must authorize in writing a member to perform the rights and obligations of the Chairman of the Members' Council in accordance with the principles stipulated in the company's charter. In the case where there is no authorized member or the Chairman of the Members' Council dies, goes missing, is detained, is serving a prison sentence, is undergoing administrative measures at a compulsory rehabilitation facility, a compulsory educational facility, has absconded from their place of residence, is restricted or has lost legal capacity, has difficulties in cognition or controlling behavior, or is prohibited by the court from holding a position, practicing a profession, or performing certain tasks, one of the members of the Members' Council shall convene a meeting of the remaining members to elect one of the members temporarily as the Chairman of the Members' Council based on the principle that the majority of remaining members agree, until a new decision of the Members' Council is made.

Article 57. Convening a meeting of the Members' Council

1. The Members' Council shall be convened upon the request of the Chairman of the Members' Council or upon the request of a member or a group of members as specified in Clause 2 and Clause 3, Article 49 of this Law. In the case where the Chairman of the Members' Council does not convene a meeting of the Members' Council upon the request of a member or a group of members within 15 days from the date of receiving the request, that member or group of members shall convene the meeting of the Members' Council. Reasonable expenses for convening and conducting the Members' Council meeting shall be reimbursed by the company.

2. The Chairman of the Members' Council or the person convening the meeting prepares the agenda, meeting documents, convenes, chairs, and presides over the Members' Council meeting. Members have the right to propose additional items for the meeting agenda in writing. Proposals must include the following main contents:

a) Full name, contact address, nationality, legal document number of the individual for members who are individuals; name, business code or legal document number of the organization, head office address for members who are organizations; full name, signature of the proposing member or their authorized representative;

b) Contribution ratio, number and date of issuance of the share contribution certificate;

c) Content of the proposal to be included in the meeting agenda;

d) Reason for the proposal.

3. The Chairman of the Members' Council or the person convening the meeting must approve the proposal and add it to the Members' Council meeting agenda if the proposal contains all content prescribed in Clause 2 of this Article and is sent to the company's head office no later than 01 working day before the Members' Council meeting; in case the proposal is submitted immediately before the meeting starts, the proposal is approved if the majority of the attending members agree.

4. Notices inviting board members to a meeting can be sent by invitation letter, telephone, fax, electronic means, or other methods stipulated by the company's Charter and must be sent directly to each board member. The meeting invitation notice must clearly specify the time, location, and agenda of the meeting.

5. The meeting agenda and materials must be sent to company members before the meeting. Documents used in meetings related to decisions on amending or supplementing the company's Charter, approving the company's development strategy, approving annual financial statements, reorganizing, or dissolving the company must be sent to members no later than 07 working days before the meeting date. The deadline for sending other documents is stipulated by the company's Charter.

6. In cases where the company's Charter does not provide regulations, the request to convene a meeting of the Members' Council according to the provisions in clause 1 of this Article must be made in writing and include the following main contents:

a) Full name, contact address, nationality, legal document number for an individual member; name, business code or legal document number of the organization, head office address for an organizational member; the capital contribution ratio, number, and date of issuance of the capital contribution certificate of each requesting member;

b) The reason for requesting to convene a meeting of the Members' Council and the issues to be resolved;

c) The proposed meeting agenda;

d) Full name and signature of each requesting member or their authorized representative.

7. In the case where a request to convene a meeting of the Members' Council does not contain sufficient content as prescribed in Clause 6 of this Article, the Chairman of the Members' Council must notify in writing the member or group of members concerned about the non-convening of the Members' Council meeting within 07 working days from the date of receiving the request. In other cases, the Chairman of the Members' Council must convene the Members' Council meeting within 15 days from the date of receiving the request.

Amended and supplemented provisions:

8. In the case where the Chairman of the Members' Council does not convene the Members' Council meeting as prescribed in Clause 7 of this Article, they shall bear personal responsibility for any damages caused to the company and the relevant members.

Article 58. Conditions and procedures for conducting the Members' Council meeting

1. The Board of Members' meeting is held when the number of attending members owning at least 65% of the charter capital is present; the specific rate is stipulated by the company's charter.

2. In the case that the first meeting of the Members' Council does not meet the conditions for convening as prescribed in Clause 1 of this Article and the company charter has no other provisions, the convening of the Members' Council meeting shall be carried out as follows:

a) The notice for the second meeting must be sent within 15 days from the date of the intended first meeting. The second meeting of the Members' Council shall take place when the number of members attending the meeting represents 50% or more of the charter capital;

b) In case the second meeting of the Members' Council does not meet the conditions for convening as prescribed in point a of this clause, the notice for the third meeting must be sent within 10 days from the date of the intended second meeting. The third meeting of the Members' Council shall be held regardless of the number of members attending and the amount of charter capital represented by the attending members.

3. Members and representatives authorized by members must attend and vote at the members' council meeting. The procedures for conducting the members' council meeting and the form of voting shall be prescribed by the company's charter.

4. In the event that a meeting that meets the conditions specified in this Article does not complete the agenda within the scheduled time, it may be extended but not exceeding 30 days from the date the meeting commenced.

Article 59. Resolutions and decisions of the members' council

1. The members' council shall pass resolutions and decisions within its authority by voting at the meeting, collecting opinions in writing, or through other forms as prescribed by the company's charter.

2. In case the company's charter does not provide otherwise, resolutions and decisions on the following matters must be passed by voting at the members' council meeting:

a) Amendments and supplements to the company's charter;

b) Decide on the company's development direction;

c) Elect, dismiss, remove the Chairman of the Members' Council; appoint, dismiss, remove the Director or General Director;

d) Approve the annual financial report;

d) Reorganize or dissolve the company.

3. In the case that the company's charter does not stipulate a different ratio, a resolution or decision of the Members' Council shall be passed at a meeting in the following cases:

a) Approved by members attending the meeting who hold from 65% of the total contributed capital of all members present at the meeting or more, except in the case stipulated in point b of this clause;

b) Approved by members attending the meeting who own at least 75% of the total contributed capital of all members present for resolutions or decisions to sell assets with a value of 50% or more of the total asset value recorded in the company's most recent financial statements, or another percentage or value lower as stipulated in the company's Charter; amend or supplement the company's Charter; reorganize or dissolve the company.

4. A member is considered to be present and voting at a meeting of the Members' Council in the following cases:

a) Attending and voting directly at the meeting;

b) Authorizing another person to attend and vote at the meeting;

c) Attending and voting through an online meeting, electronic voting, or other electronic forms;

d) Sending a voting ballot to the meeting via mail, fax, or email.

5. Resolutions and decisions of the Members' Council are passed in the form of written opinions when approved by members holding at least 65% of the charter capital; the specific ratio is stipulated in the company's Charter.

Article 60. Minutes of the Members' Council Meeting

1. The Members' Council meeting must be recorded in minutes and may be recorded or stored in other electronic formats.

2. The minutes of the Members' Council meeting must be approved immediately before the meeting ends. The minutes must include the following main contents:

a) Time and place of the meeting; purpose and agenda of the meeting;

b) Full name, capital contribution ratio, number and issuance date of the member's capital contribution certificate of members attending the meeting via authorized representative; full name, capital contribution ratio, number and issuance date of the member's capital contribution certificate of members and their authorized representatives not attending the meeting;

c) Issues discussed and voted on; a summary of members' statements on each issue discussed;

d) Total number of valid and invalid votes; in favor, against, abstained for each issue voted on;

d) Decisions adopted and the corresponding voting percentages;

Amended and supplemented provisions:

e) Full name, signature, and content of opinions of participants who disagree with the approval of the meeting minutes (if any);

g) Full name, signature of the minute taker and the chairperson of the meeting, except as stipulated in Clause 3 of this Article.

Amended and supplemented provisions:

3. In the case where the chairperson or the minute-taker refuses to sign the meeting minutes, the minutes shall still be valid if they are signed by all other members of the Board of Members present at the meeting and contain all the contents specified in points a, b, c, d, đ, and e of clause 2 of this Article. The meeting minutes must clearly state that the chairperson or the minute-taker refused to sign the minutes. The persons who sign the meeting minutes are jointly responsible for the accuracy and truthfulness of the content of the Board of Members’ meeting minutes.

Article 61. Procedure for approving resolutions and decisions of the Board of Members in the form of written opinions

Unless otherwise stipulated in the company's charter, the authority and procedure for obtaining members’ written opinions to approve resolutions and decisions shall be carried out according to the following provisions:

1. The Chairman of the Members' Council decides on obtaining the opinions of the Members' Council in writing to pass resolutions and make decisions on matters under their authority;

2. The Chairman of the Members' Council is responsible for organizing the drafting, sending of reports, proposals regarding the content to be decided, draft resolutions, decisions, and opinion ballots to the Members of the Council;

3. The opinion ballot must include the following main contents:

a) Name, enterprise code, head office address;

b) Full name, contact address, nationality, legal document number of the individual, percentage of capital contribution of the Members of the Council;

c) The issue for which opinions are to be collected and the corresponding responses in the order of agree, disagree, and no opinion;

d) The final deadline by which the opinion ballot must be sent to the company;

e) Full name and signature of the Chairman of the Members' Council;

4. Opinion ballots that are fully completed, signed by the members of the Members' Council, and sent to the company within the prescribed time frame are considered valid. The Chairman of the Members' Council organizes the vote counting, prepares a report, and announces the results of the vote, the resolutions, and decisions adopted to the members within 07 working days from the date the deadline for members to send their opinions to the company ends. The vote counting report has the same value as the minutes of the Members' Council meeting and must include the following main contents:

a) Purpose, content of soliciting opinions;

b) Full name, capital contribution ratio, number and date of issuance of the member's capital contribution certificate who has returned a valid opinion form; full name, capital contribution ratio, number and date of issuance of the member's capital contribution certificate of those whose opinion form the company did not receive back or who returned the opinion form but it was not valid;

c) Issues that are consulted on and voted; summarizing members' opinions on each issue being consulted (if any);

d) Total number of valid votes, invalid votes, and votes not received; total number of valid votes in favor, not in favor, and abstentions for each issue being voted on;

d) Resolutions and decisions passed and the corresponding voting percentages;

e) Full name and signature of the vote counters and the Chairman of the Members' Council. The vote counters and the Chairman of the Members' Council are jointly responsible for the completeness, accuracy, and honesty of the vote counting results report.

Article 62. Effectiveness of resolutions and decisions of the Members' Council

1. Unless otherwise provided in the company's charter, resolutions and decisions of the Members' Council take effect from the date of their adoption or from the effective date stated in the resolution or decision.

2. A resolution or decision of the Members' Council passed by 100% of the total charter capital is legal and effective even in the case where the procedure and process for approving such resolution or decision are not properly followed.

3. In the event that a member or a group of members requests a Court or Arbitration to annul a resolution or decision that has been passed, that resolution or decision shall still be effective in accordance with the provisions of Clause 1 of this Article until there is a legally effective annulment decision by the Court or Arbitration, except in cases where temporary emergency measures are applied based on a decision of the competent authority.

Article 63. Director, General Director

1. The Director or General Director is the person managing the daily business activities of the company and is responsible to the Members' Council for the exercise of his/her rights and obligations.

2. The Director or General Director has the following rights and obligations:

a) Organize the implementation of the resolutions and decisions of the Members' Council;

b) Decide on matters related to the company's daily business operations;

c) Organize the implementation of the company's business plan and investment plan;

d) Issue internal management regulations of the company, except in cases where the company charter provides otherwise;

e) Appoint, dismiss, and remove managers within the company, except for positions under the authority of the Members' Council;

f) Sign contracts on behalf of the company, except in cases under the authority of the Chairman of the Members' Council;

g) Propose plans for the company's organizational structure;

h) Submit annual financial reports to the Members' Council;

i) Propose plans for the use and distribution of profits or handling of business losses;

k) Recruit employees;

l) Other rights and obligations stipulated in the company charter, resolutions, decisions of the Members' Council, and employment contracts.

Article 64. Standards and conditions for serving as Director or General Director

1. Not belonging to the subjects specified in Clause 2, Article 17 of this Law.

2. Have professional qualifications, experience in company business management, and other conditions as stipulated in the company charter.

3. For state-owned enterprises as prescribed in point b, clause 1, Article 88 of this Law, and subsidiaries of state-owned enterprises as prescribed in clause 1, Article 88 of this Law, the Director or General Director must meet the standards and conditions stipulated in clauses 1 and 2 of this Article and must not be a family member of the company’s manager, supervisor, or of the parent company; the representative of the enterprise's capital, or the representative of the state capital in the company and the parent company.

Article 65. Supervisory Board, Supervisor

1. The Supervisory Board consists of from 1 to 5 Supervisors. The term of a Supervisor is no more than 5 years and may be reappointed for an unlimited number of terms. In the case where the Supervisory Board has only one Supervisor, that Supervisor is simultaneously the Head of the Supervisory Board and must meet the standards of the Head of the Supervisory Board.

2. The Head of the Supervisory Board and Supervisors must meet the standards and conditions corresponding to those stipulated in Clause 2, Article 168, and Article 169 of this Law.

3. The rights, obligations, responsibilities, dismissal, removal, and working regime of the Supervisory Board and Supervisors are carried out correspondingly in accordance with the provisions of Articles 106, 170, 171, 172, 173, and 174 of this Law.

4. The Government shall provide detailed regulations on this Article.

Article 66. Salary, remuneration, bonuses, and other benefits of the Chairman of the Members' Council, Director, General Director, and other managers

1. The company pays salaries, remuneration, bonuses, and other benefits to the Chairman of the Members' Council, Director, or General Director and other managers based on business results and efficiency.

2. Salaries, remuneration, bonuses, and other benefits of the Chairman of the Members' Council, Director or General Director, and other managers are included in business expenses according to the provisions of the corporate income tax law, relevant laws, and must be presented as a separate item in the company's annual financial statements.

Article 67. Contracts and transactions must be approved by the Members' Council

1. Contracts and transactions between the company and the following entities must be approved by the Members' Council:

a) Members, authorized representatives of members, Directors or General Directors, legal representatives of the company;

b) Related parties of the persons specified in point a of this clause;

c) Managers of the parent company, persons authorized to appoint managers of the parent company;

d) Related parties of the persons specified in point c of this clause.

2. A person signing a contract or transaction on behalf of the company must notify the members of the Board of Members and the Controllers about the related parties and interests related to that contract or transaction; together with a draft contract or the main contents of the intended transaction. Unless otherwise provided in the company's charter, the Board of Members must decide to approve or disapprove the contract or transaction within 15 days from the date of receiving the notice and comply with the provisions in Clause 3, Article 59 of this Law. Members of the Board of Members who are related to the parties in the contract or transaction shall not be counted in the voting.

3. Contracts and transactions are invalid according to the Court's decision and handled according to the provisions of the law when they are signed not in accordance with the provisions in clauses 1 and 2 of this Article. The person who signs the contract or transaction, the related member, and the persons related to that member participating in the contract or transaction must compensate for the arising damages and return to the company the profits obtained from implementing that contract or transaction.

Article 68. Increase and decrease of charter capital

1. The company may increase its charter capital in the following cases:

a) Increase the contribution of members;

b) Receive additional contributions from new members.

2. In the case of an increase in a member’s capital contribution, the additional contribution is allocated to the members in proportion to their respective shares in the company’s charter capital. Members may transfer their capital contribution rights to others in accordance with the provisions of Article 52 of this Law. In the event that a member does not contribute or only partially contributes their additional capital, the remaining portion of that member’s additional capital will be distributed to the other members in proportion to their respective shares in the company’s charter capital, unless the members have agreed otherwise.

3. The company may reduce the charter capital in the following cases:

a) Refund a portion of the capital contribution to members according to their proportion of capital in the company's charter capital if the company has been continuously operating for 2 years or more from the date of enterprise registration and ensures full payment of all debts and other property obligations after refunding to the members;

b) The company repurchases members' capital contributions in accordance with the provisions of Article 51 of this Law;

c) Charter capital is not fully and timely paid by members as prescribed in Article 47 of this Law.

4. Except for the case specified in point c, clause 3 of this Article, within 10 days from the date the increase or decrease in charter capital is completed, the company must notify the business registration authority in writing about the increase or decrease in charter capital. The notification must include the following main contents:

a) Name, headquarters address, enterprise code;

b) Charter capital, the amount of capital increased or decreased;

c) Timing and form of capital increase or decrease;

d) Full name and signature of the legal representative of the enterprise.

5. Accompanying the notice prescribed in Clause 4 of this Article must include resolutions, decisions, and minutes of the meeting of the Members' Council; in the case of a reduction of charter capital as prescribed in points a and b of Clause 3 of this Article, the most recent financial statement must also be included.

6. The business registration authority updates information on the increase or decrease of charter capital within 03 working days from the date of receiving the notice.

Article 69. Conditions for profit distribution

The company may only distribute profits to members after fulfilling tax obligations and other financial obligations as prescribed by law, ensuring sufficient payment of debts and other asset obligations due after profit distribution.

Article 70. Recovery of contributed capital that has been repaid or profits that have been distributed

In cases of refunding a portion of contributed capital due to a reduction in charter capital contrary to the provisions of Clause 3, Article 68 of this Law or distributing profits to members contrary to the provisions of Article 69 of this Law, the company members must return to the company the money or other assets received; they must be jointly liable for the debts and other property obligations of the company corresponding to the amount of money or assets not yet fully returned until the full amount of money or other assets received has been returned.

Article 71. Responsibilities of the Chairman of the Members' Council, Director, General Director, other managers, legal representative, and Controller

1. The Chairman of the Members' Council, Director or General Director and other managers, legal representative, and Controller of the company have the following responsibilities:

a) Exercise their rights and obligations honestly, prudently, and to the best of their ability to ensure the maximum legitimate benefits of the company;

b) Be loyal to the company's interests; not abuse position, title, or use information, trade secrets, business opportunities, or other company assets for personal gain or to serve the interests of other organizations or individuals;

c) Timely, complete, and accurate notification to the company regarding businesses in which one is the owner or holds shares or capital contributions, as well as businesses owned, co-owned, or individually owned by related persons where they hold controlling shares or capital contributions;

d) Other responsibilities as prescribed by law and the company's charter.

2. The director or general director shall not increase salaries or pay bonuses when the company is unable to fully pay due debts.

3. The notification stipulated in point c, clause 1 of this Article must be in writing and include the following contents:

a) Name, business registration number, and address of the head office of the enterprise they own, holding a contributing capital or shares; the rate and time of ownership of that capital contribution or shares;

b) Name, business registration number, and address of the head office of the enterprise that their related persons own, jointly own, or solely own controlling shares or capital contributions.

4. The notification of the regulations specified in Clause 3 of this Article must be made within 05 working days from the date of occurrence or any related change. The company must compile and update the list of subjects specified in Clause 3 of this Article and their contracts and transactions with the company. This list must be kept at the company's headquarters. Members, managers, controllers of the company, and their authorized representatives have the right to view, extract, and copy part or all of the information specified in Clause 3 of this Article during working hours according to the procedures and processes stipulated in the company's charter.

Article 72. Filing a lawsuit against a manager

1. A company member may, on their own or on behalf of the company, file a civil lawsuit against the Chairman of the Members' Council, Director or General Director, legal representative, and other managers for violations of the rights, duties, and responsibilities of managers in the following cases:

a) Violation of the provisions in Article 71 of this Law;

b) Failure to perform, incomplete performance, untimely performance, or performance contrary to the provisions of law or the company's charter, resolutions, or decisions of the Members' Council regarding the assigned rights and duties;

c) Other cases as provided by law and the company's charter.

2. The procedure for filing a lawsuit shall be carried out according to the provisions of civil procedure law.

3. The cost of filing a lawsuit in the case of a member filing on behalf of the company shall be charged to the company's expenses, except in the case the lawsuit is dismissed.

Article 73. Information disclosure

A limited liability company with two or more members, as stipulated in point b, clause 1, Article 88 of this Law, shall make information disclosure in accordance with the provisions at points a, c, d, g, clause 1, Article 109 and Article 110 of this Law.

Section 2. SINGLE-MEMBER LIMITED LIABILITY COMPANY

Article 74. Single-member limited liability company

1. A single-member limited liability company is an enterprise owned by an organization or an individual (hereinafter referred to as the company owner). The company owner shall be responsible for the company's debts and other property obligations within the scope of the company's charter capital.

2. A single-member limited liability company has legal person status from the date of issuance of the Certificate of Business Registration.

3. A single-member limited liability company is not allowed to issue shares, except in the case of conversion into a joint-stock company.

4. A single-member limited liability company is allowed to issue bonds in accordance with the provisions of this Law and other relevant legal regulations; the issuance of private bonds is in accordance with the provisions specified in Articles 128 and 129 of this Law.

Article 75. Contributing capital to establish a company

1. The charter capital of a single-member limited liability company upon registering to establish an enterprise is the total value of assets that the company owner commits to contribute and records in the company's Charter.

2. The company owner must contribute capital to the company in full and in the agreed type of assets when registering to establish the enterprise within 90 days from the date of the Enterprise Registration Certificate issuance, not including the time for transporting, importing the contributed assets, or completing administrative procedures to transfer asset ownership. During this period, the company owner has the rights and obligations corresponding to the committed capital contribution.

3. In the case of not contributing the full charter capital within the time limit specified in Clause 2 of this Article, the company owner must register a change of charter capital to the value of the capital already contributed within 30 days from the last day required to fully contribute the charter capital. In this case, the owner shall be responsible corresponding to the contributed portion of capital for the company's financial obligations arising before the last day the company registers a change of charter capital as prescribed in this clause.

4. The company owner is responsible with all of their assets for the company's financial obligations and for any damages occurring due to failure to contribute, insufficient contribution, or late contribution of charter capital as prescribed in this Article.

Article 76. Rights of the company owner

1. The company owner is an organization with the following rights:

a) Decide on the contents of the Company Charter, amend and supplement the Company Charter;

b) Decide on the development strategy and the company's annual business plan;

c) Decide on the company's management organizational structure, appoint, dismiss, or remove managers and controllers of the company;

d) Decide on development investment projects;

e) Decide on solutions for market development, marketing, and technology.

e) Through loan agreements, lending, asset sales, and other contracts stipulated in the company's charter with a value of 50% or more of the total asset value recorded in the company's most recent financial statements, or another ratio or value smaller as prescribed in the company's charter;

g) Through the company's financial statements;

h) Decisions on increasing the company's charter capital; transferring part or all of the company's charter capital to other organizations or individuals; decisions on issuing bonds;

i) Decisions on establishing subsidiaries, contributing capital to other companies;

k) Organizing the supervision and evaluation of the company's business activities;

l) Decisions on the use of profits after fulfilling tax obligations and other financial obligations of the company;

m) Decisions on reorganizing, dissolving, and requesting the company’s bankruptcy;

n) Recovering the entire asset value of the company after the company has completed dissolution or bankruptcy;

o) Other rights as prescribed by this Law and the company's charter.

2. The owner of the company is an individual with the rights specified in points a, h, l, m, n, and o of clause 1 of this Article; deciding on investment, business, and internal management of the company, except in cases where the company's charter provides otherwise.

Article 77. Obligations of the company owner

1. Contribute the full charter capital of the company on time.

2. Comply with the company's charter.

3. Must identify and separate the company's owner's assets from the company's assets. If the company owner is an individual, they must separate personal and family expenses from the expenses of the Chairman of the company, the Director, or the General Director.

4. Comply with the provisions of the law on contracts and other relevant legal regulations in the purchase, sale, borrowing, lending, leasing, rental, contracts, and other transactions between the company and its owner.

5. The company owner is only entitled to withdraw capital by transferring part or all of the charter capital to another organization or individual; in the case of withdrawing part or all of the contributed charter capital from the company in another form, the company owner and the related individuals or organizations must be jointly responsible for the company's debts and other property obligations.

6. The company owner is not allowed to withdraw profits when the company has not fully paid its due debts and other property obligations.

7. Other obligations as stipulated by this Law and the company's Charter.

Article 78. Exercising the rights of the company owner in certain special cases

1. In the case where the owner of the company transfers or gifts a portion of the charter capital to one or more other organizations or individuals, or the company admits new members, the company must organize management according to the corresponding type of enterprise and register changes to the business registration content within 10 days from the date of completing the transfer, gift, or admission of new members.

2. In the case where the owner of the company is an individual who is in temporary detention, serving a prison sentence, or undergoing administrative measures at a compulsory rehabilitation center or a compulsory education facility, they may authorize another person to exercise some or all of the rights and obligations of the company owner.

3. In the case where the owner of the company is an individual who dies, the heir according to the will or by law shall become the owner of the company or a member of the company. The company must organize management according to the corresponding type of enterprise and register the changes in the enterprise registration within 10 days from the date of completion of the inheritance settlement. In the case where the owner of the company is an individual who dies without any heirs, or the heirs refuse to accept the inheritance, or are deprived of the right to inherit, the owner's capital contribution shall be dealt with in accordance with the provisions of civil law.

4. In the case where the owner of the company is an individual who is missing, the owner's capital contribution shall be dealt with in accordance with the provisions of civil law.

5. In the case where the owner of the company is an individual who is restricted or lacks civil act capacity, has difficulties in understanding, or controlling their actions, the rights and obligations of the company owner shall be exercised through a representative.

6. In the case where the owner of the company is an organization that is dissolved or bankrupt, the person receiving the transfer of the owner's capital contribution becomes the owner or member of the company. The company must organize management according to the corresponding type of enterprise and register the change of enterprise registration contents within 10 days from the date of completing the transfer.

7. In the case where the owner of the company is an individual who is prohibited by the Court from practicing a profession or performing certain jobs, or the owner of the company is a commercial legal entity prohibited by the Court from conducting business or engaging in certain fields within the scope of the enterprise's business sectors, that individual is not allowed to practice or perform certain jobs at that company, or the company must temporarily suspend or cease business in the related sectors according to the Court's decision.

Article 79. Management organizational structure of a single-member limited liability company owned by an organization

1. A single-member limited liability company owned by an organization shall be managed and operate according to one of the following two models:

a) Chairman of the company, Director or General Director;

b) Members’ Council, Director or General Director.

2. For a company whose owner is a state-owned enterprise as prescribed in Clause 1, Article 88 of this Law, a Supervisory Board must be established; in other cases, it is decided by the company. The organizational structure, working regime, standards, conditions, dismissal, removal, rights, obligations, and responsibilities of the Supervisory Board and Supervisors shall be carried out in accordance with the provisions of Article 65 of this Law.

3. The company must have at least one legal representative who holds one of the positions of Chairman of the Members' Council, Chairman of the company, or Director or General Director. In case the company's charter does not stipulate, the Chairman of the Members' Council or the Chairman of the company shall be the legal representative of the company.

4. In case the company's charter does not provide otherwise, the organizational structure, operations, functions, rights, and obligations of the Members' Council, Chairman of the company, Director, or General Director shall be implemented according to the provisions of this Law.

Article 80. Members' Council

1. The Board of Members consists of 03 to 07 members. Members of the Board of Members are appointed and dismissed by the company owner, with a term not exceeding 05 years. The Board of Members, on behalf of the company owner, exercises the rights and obligations of the company owner; on behalf of the company, exercises the rights and obligations of the company, except for the rights and obligations of the Director or General Director; is responsible before the law and the company owner for the exercise of the rights and obligations assigned in accordance with the company's Charter, this Law, and other relevant legal provisions.

2. The rights, obligations, and working regime of the Board of Members are carried out in accordance with the provisions of the company's Charter, this Law, and other relevant legal regulations.

3. The Chairman of the Members' Council is appointed by the company owner or elected by the members of the Members' Council according to the majority principle in the order and procedures prescribed in the company's charter. In cases where the company's charter contains no other provisions, the term, rights, and obligations of the Chairman of the Members' Council shall apply in accordance with the provisions of Article 56 and other relevant provisions of this Law.

4. The authority and procedures for convening meetings of the Members' Council shall follow the provisions of Article 57 of this Law.

5. A meeting of the Members' Council is held when at least two-thirds of the total number of members of the Members' Council attend the meeting. In cases where the company's charter contains no other provisions, each member of the Members' Council has one vote of equal value. The Members' Council may pass resolutions and decisions in the form of written consultation.

6. A resolution or decision of the Members' Council shall be passed when more than 50% of the attending members approve it or the attending members holding more than 50% of the total voting shares approve it. Amendments or supplements to the company charter, reorganization of the company, or transfer of part or all of the company's charter capital must be approved by at least 75% of the attending members or the attending members holding 75% or more of the total voting shares. Resolutions and decisions of the Members' Council take effect from the date of approval or from the date specified in the resolution or decision, except as otherwise provided by the company charter.

7. Meetings of the Members' Council must be recorded in minutes, which may be audio recorded or recorded and stored in other electronic forms. Minutes of the Members' Council meetings shall comply with the provisions of Clause 2, Article 60 of this Law.

Article 81. Chairman of the company

1. The company chairman is appointed by the company's owner. The company chairman, on behalf of the owner, exercises the rights and obligations of the company owner; on behalf of the company, exercises the rights and obligations of the company, except for the rights and obligations of the Director or General Director; is responsible before the law and the company owner for performing the rights and obligations assigned in accordance with the company's Charter, this Law, and other relevant legal regulations.

2. The rights, obligations, and working regime of the company chairman are carried out according to the provisions of the company's Charter, this Law, and other relevant legal regulations.

3. The decision of the company chairman on exercising the rights and obligations of the company owner takes effect from the date approved by the company owner, unless the company's Charter provides otherwise.

Article 82. Director, General Director

1. The members' council or the company president appoints or hires the Director or General Director for a term of no more than 5 years to manage the company's daily business activities. The Director or General Director is responsible before the law and the members' council or the company president for exercising their rights and obligations. The Chairman of the members' council, other members of the members' council, or the company president may concurrently serve as the Director or General Director, except as otherwise provided by law or the company's charter.

2. The Director or General Director has the following rights and obligations:

a) Organize the implementation of the resolutions and decisions of the members' council or the company president;

b) Decide on matters related to the company's daily business operations;

c) Organize the implementation of the company's business plan and investment plan;

d) Issue internal management regulations of the company;

dd) Appoint, dismiss, or remove company managers, except for positions under the authority of the members' council or the company president;

e) Sign contracts on behalf of the company, except in cases under the authority of the Chairman of the Members' Council or the Chairman of the company;

g) Propose plans for the company's organizational structure;

h) Submit annual financial reports to the Members' Council or the Chairman of the company;

i) Propose plans for the use of profits or handling business losses;

k) Recruit employees;

l) Other rights and obligations stipulated in the company charter and employment contract.

3. The Director or General Director must meet the following standards and conditions:

a) Not belong to the subjects specified in Clause 2, Article 17 of this Law;

b) Have professional qualifications, experience in company management, and other conditions prescribed by the company charter.

Article 83. Responsibilities of members of the Members' Council, the Chairman of the company, the Director, the General Director, other managers, and the Controller

1. Comply with the law, the company charter, and the owner's decisions in exercising assigned rights and obligations.

2. Perform the assigned rights and obligations honestly, carefully, and optimally to ensure the maximum legal benefits of the company and its owners.

3. Be loyal to the interests of the company and its owners; do not abuse position or title, and do not use information, trade secrets, business opportunities, or other assets of the company for personal profit or to serve the interests of other organizations or individuals.

4. Timely, fully, and accurately notify the company owners about enterprises in which one is the owner or holds a controlling share, and enterprises in which related persons of oneself are owners, co-owners, or solely hold controlling shares. The notification must be kept at the company's headquarters.

5. Other responsibilities according to the provisions of this Law and the company's Charter.

Article 84. Salary, remuneration, bonuses, and other benefits of company managers and Supervisors

1. Company managers and Supervisors are entitled to salary, remuneration, bonuses, and other benefits based on the company's business results and performance.

2. The company owner decides the level of salary, remuneration, bonuses, and other benefits of the members of the Board of Members, the company Chairman, and Supervisors. The salary, remuneration, bonuses, and other benefits of company managers and Supervisors are included in business expenses according to the provisions of corporate income tax law and relevant laws and must be presented as a separate item in the company's annual financial statements.

3. The salary, remuneration, bonuses, and other benefits of Supervisors may be paid directly by the company owner according to the provisions of the company's Charter.

Article 85. Organizational structure of a single-member limited liability company owned by an individual

1. A single-member limited liability company owned by an individual has a Chairman, a Director, or a General Director.

2. The company owner is the Chairman and may also concurrently serve as or hire someone else to be the Director or General Director.

3. The rights and obligations of the Director or General Director are regulated in the company's Charter and the labor contract.

Article 86. Contracts and transactions of the company with related parties

1. Except as otherwise provided in the company's Charter, contracts and transactions between a single-member limited liability company owned by an organization and the following persons must be approved by the Members' Council or the Chairman, Director, or General Director and the Controller:

a) The company owner and persons related to the company owner;

b) Members of the Board of Members, the Chairman of the company, the Director or General Director, and the Controller;

c) Persons related to the individuals specified in point b of this clause;

d) The manager of the company owner, the person authorized to appoint that manager;

d) Related persons of those specified in point d of this clause.

2. Persons signing contracts or transactions on behalf of the company must notify the Members' Council or the Chairman of the company, the Director or General Director, and the Controller about the related parties and relevant interests regarding that contract or transaction; along with a draft contract or the main content of that transaction.

3. Except in cases where the company's Charter provides otherwise, members of the Members' Council or the Chairman of the company, the Director or General Director, and the Controller must decide on the approval of contracts and transactions within 10 days from the date of receiving the notice based on the principle of majority, with each person having one vote; individuals who are related to the parties do not have voting rights.

4. Contracts and transactions specified in Clause 1 of this Article shall only be approved if the following conditions are met:

a) The parties signing the contract or performing the transaction are independent legal entities, having their own rights, obligations, assets, and interests;

b) The price used in the contract or transaction is the market price at the time the contract is signed or the transaction is performed.

c) The company owner complies with the obligations stipulated in Clause 4, Article 77 of this Law.

5. Contracts and transactions are null and void according to the Court's decision and handled according to the provisions of law if they are signed in violation of the regulations in Clauses 1, 2, 3, and 4 of this Article. The signatories of the contract or transaction and the related persons, as parties to the contract or transaction, are jointly responsible for any arising damages and must return to the company any benefits obtained from performing that contract or transaction.

6. Contracts and transactions between a single-member limited liability company owned by an individual and the company's owner or related persons of the company's owner must be recorded and kept as the company's separate files.

Article 87. Increase and decrease of charter capital

1. A single-member limited liability company increases its charter capital through additional capital contributions from the company owner or by raising additional capital contributions from others. The company owner decides the form and amount of the increase in charter capital.

2. In the case of increasing charter capital by raising additional capital contributions from others, the company must organize management according to the form of a multi-member limited liability company or a joint-stock company. The organization of company management is carried out as follows:

a) In the case of organizing management in the form of a multi-member limited liability company, the company must notify the change of business registration content within 10 days from the date of completing the change of charter capital;

b) In the case of converting into a joint-stock company, the company shall comply with the provisions of Article 202 of this Law.

3. A single-member limited liability company reduces its charter capital in the following cases:

a) Returning a portion of the contributed capital to the company owner if the company has continuously operated for 02 years or more from the date of business registration and ensures that all debts and other asset obligations are fully paid after returning the contributed capital to the company owner;

b) The charter capital is not fully and timely paid by the company owner as prescribed in Article 75 of this Law.

Chapter IV. STATE-OWNED ENTERPRISES

Article 88. State-owned enterprise

1. A state-owned enterprise is organized and managed in the form of a limited liability company or a joint-stock company, including:

a) Enterprises in which the State holds 100% of the charter capital;

b) Enterprises in which the State holds more than 50% of the charter capital or the total number of voting shares, except for enterprises specified in point a, clause 1 of this Article.

2. Enterprises in which the State holds 100% of the charter capital as prescribed in Point a, Clause 1 of this Article include:

a) One-member limited liability companies in which the State holds 100% of the charter capital that are the parent companies of state economic groups, parent companies of state corporations, or parent companies in parent-subsidiary company groups;

b) One-member limited liability companies that are independent companies in which the State holds 100% of the charter capital.

3. Enterprises in which the State holds more than 50% of the charter capital or the total number of voting shares as prescribed in Point b, Clause 1 of this Article include:

a) Limited liability companies with two or more members, joint-stock companies in which the State holds more than 50% of the charter capital, the total number of voting shares are the parent company of an economic group, the parent company of a state-owned corporation, the parent company in the parent-subsidiary company group;

b) Limited liability companies with two or more members, joint-stock companies that are independent companies in which the State holds more than 50% of the charter capital, the total number of voting shares.

4. The Government shall provide detailed regulations on this Article.

Article 89. Application of provisions on state-owned enterprises

1. Enterprises in which the State holds 100% of the charter capital pursuant to point a, clause 1, Article 88 of this Law shall be organized and managed in the form of a one-member limited liability company in accordance with this Chapter and other relevant provisions of this Law; in the case of inconsistencies between the provisions of this Law, the provisions of this Chapter shall apply.

2. Enterprises in which the State holds more than 50% of the charter capital, according to point b, clause 1, Article 88 of this Law, shall be organized and managed in the form of a limited liability company with two or more members in accordance with the provisions of Section 1, Chapter III, or a joint-stock company in accordance with the provisions of Chapter V of this Law.

Article 90. Management Structure

The agency representing the owner decides on the management organization of a state-owned enterprise in the form of a one-member limited liability company under one of the following two models:

1. Company Chairman, Director or General Director, Supervisory Board;

2. Members' Council, Director or General Director, Supervisory Board.

Article 91. Members' Council

1. The Members' Council, on behalf of the company, exercises the rights and obligations of the company in accordance with the provisions of this Law and other relevant legal regulations.

2. The members' council includes the Chairman and other members, with a number not exceeding 07 people. Members of the members' council are appointed, dismissed, removed from office, rewarded, and disciplined by the representative agency of the owner.

3. The term of office of the Chairman and other members of the members' council shall not exceed 05 years. Members of the members' council may be reappointed. An individual can be appointed as a member of the members' council for no more than 02 terms at a company, except in cases where they have worked continuously for more than 15 years at that company before being appointed for the first time.

Article 92. Rights and obligations of the members' council

1. The members' council, on behalf of the company, exercises the rights and obligations of the owner, shareholders, and members towards the company whose owner is the company or owns shares or contributed capital.

2. The members' council has the following rights and obligations:

a) Decide on matters according to the provisions of the Law on Management and Use of State Capital Invested in Production and Business at Enterprises;

b) Decide on the establishment, reorganization, and dissolution of branches, representative offices, and subordinate accounting units;

c) Decide on the annual production and business plan, policies for market development, marketing, and technology of the company;

d) Organize internal audit activities and decide on the establishment of the company's internal audit unit;

e) Other rights and obligations as prescribed in the company's Charter, this Law, and other relevant legal regulations.

Article 93. Standards and conditions for members of the Members' Council

1. Not belonging to the subjects specified in Clause 2, Article 17 of this Law.

2. Have professional qualifications and experience in business administration or in the field, sector, or industry in which the enterprise operates.

3. Not be a family member of the head, deputy head of the representative agency of the owner; member of the Members' Council; Director, Deputy Director or General Director, Deputy General Director, and Chief Accountant of the company; company Controller.

4. Not be a manager of a member enterprise.

5. Except for the Chairman of the Members' Council, other members of the Members' Council may concurrently be Director or General Director of that company or another company that is not a member enterprise as decided by the representative agency of the owner.

6. Have never been dismissed as Chairman of the Members' Council, member of the Members' Council, or Chairman of the company, Director, Deputy Director, or General Director, Deputy General Director of a state-owned enterprise.

7. Other standards and conditions prescribed in the Company's Charter.

Article 94. Dismissal, removal of members of the Members' Council

1. The Chairman and other members of the Members' Council shall be dismissed in the following cases:

a) No longer meet the standards and conditions prescribed in Article 93 of this Law;

b) Submit a resignation letter and are approved in writing by the owner's representative agency;

c) Have a decision of transfer, arrangement of other work, or retirement;

d) Lack the capacity or qualifications to perform the assigned work;

e) Lack health or no longer have the prestige to hold the position of member of the Members' Council.

2. The Chairman and other members of the Members' Council shall be removed in the following cases:

a) The company fails to achieve the annual plan targets and objectives, does not preserve and develop investment capital as required by the representative agency of the owner, and cannot explain objective reasons or provides explanations that are not approved by the owner’s representative agency;

b) Is convicted by a court and the judgment or decision of the court has taken legal effect;

c) Is not honest in exercising rights and obligations or abuses their position, misuses the company’s assets for personal gain or to serve the interests of other organizations or individuals; provides dishonest reports on the company's financial situation and production and business results.

3. Within 60 days from the date of the decision to dismiss or remove the Chairman and other members of the Members’ Council, the owner’s representative agency shall consider and decide to select and appoint another person to replace them.

Article 95. Chairman of the Members’ Council

1. The Chairman of the Members' Council is appointed by the owner's representative agency in accordance with the provisions of law. The Chairman of the Members' Council must not concurrently hold the position of Director or General Director of another company or enterprise.

2. The Chairman of the Members' Council has the following rights and obligations:

a) Develop quarterly and annual operational plans of the Members' Council;

b) Prepare the agenda, content, and documents for the Members' Council meetings or collect opinions from the members of the Members' Council;

c) Convene, preside over, and chair the Members' Council meetings or organize the collection of opinions from the members of the Members' Council;

d) Organize the implementation of decisions of the owner's representative agency and resolutions of the Members' Council;

d) Organize supervision, directly supervise, and evaluate the results of strategic goal implementation, company performance, and the management and administration results of the Director or General Director of the company;

e) Organize the announcement and public disclosure of company information in accordance with the law; be responsible for the completeness, timeliness, accuracy, honesty, and systematization of the information disclosed.

3. Except in cases stipulated in Article 94 of this Law, the Chairman of the Members' Council may be dismissed or removed from office if he/she does not exercise the rights and perform the obligations prescribed in Clause 2 of this Article.

Article 96. Rights and obligations of members of the Members' Council

1. Attend Members' Council meetings, discuss, propose, and vote on matters within the competence of the Members' Council.

2. Inspect, review, consult, copy, extract records, and monitor contracts, transactions, accounting books, financial statements, minutes of the Board of Members' meetings, and other company documents and materials.

3. Other rights and obligations as prescribed by the company's Charter, this Law, and other relevant legal regulations.

Article 97. Responsibilities of the Chairman and other members of the Board of Members

1. Comply with the company's Charter, decisions of the company owner, and legal regulations.

2. Perform rights and obligations honestly, carefully, and to the best of their ability to ensure the maximum lawful benefits of the company and the State.

3. Be loyal to the interests of the company and the State; not abuse their position or office and not use information, know-how, business opportunities, or other company assets for personal gain or to serve the interests of other organizations or individuals.

4. Timely, complete, and accurate notification to the enterprise about the enterprise in which they are the owner or hold controlling shares or capital contributions, and the enterprise in which their related persons are owners, co-owners, or solely own controlling shares or capital contributions. This notification is collected and kept at the company's headquarters.

5. Comply with the resolutions of the Members' Council.

6. Bear personal responsibility when performing the following acts:

a) Taking advantage of the company's name to commit illegal acts;

b) Conducting business or other transactions not intended to serve the interests of the company and causing damage to other organizations or individuals;

c) Paying debts that are not yet due when there is a potential financial risk to the company.

7. In the event that a member of the Board of Members discovers that another member of the Board of Members has engaged in violations in the exercise of assigned rights and obligations, they are responsible for reporting in writing to the owner-representing agency; requesting the violating member to cease the violation and remedy the consequences.

Article 98. Working regime, conditions, and procedures for holding meetings of the Board of Members

1. The Board of Members operates on a collective basis; it meets at least once a quarter to review and decide on issues within its rights and responsibilities. For matters that do not require discussion, the Board of Members may gather opinions from members in writing according to the regulations in the company charter. The Board of Members may hold extraordinary meetings to address urgent issues at the request of the company's owner representative body, at the proposal of the Chairman of the Board of Members, or by more than 50% of the total number of Board members, or by the Director or General Director.

2. The Chairman of the Members' Council or a member authorized by the Chairman of the Members' Council is responsible for preparing the program, meeting documents, summoning, presiding over, and chairing the Members' Council meeting. Members of the Members' Council have the right to submit written proposals regarding the meeting agenda. The content and documents of the meeting must be sent to the Members of the Council and invited participants no later than 3 working days prior to the meeting. Documents used in the meeting related to proposing that the company's representative owner agency amend or supplement the company's Charter, approving the company's development directions, approving the annual financial statements, reorganizing, or dissolving the company must be sent to members no later than 5 working days prior to the meeting.

3. The notice inviting a meeting of the Members' Council can be sent by invitation letter, telephone, fax, electronic means, or other methods specified by the company's charter and must be sent directly to each member of the Members' Council and the person invited to attend the meeting. The content of the meeting invitation must clearly specify the time, place, and agenda of the meeting. The online meeting format may be applied when necessary.

4. A meeting of the Board of Members is valid when at least two-thirds of the total number of Board members are present. A resolution of the Board of Members is approved when more than half of the total number of attending members vote in favor; in the event of a tie, the content that receives the affirmative vote of the Chairman of the Board of Members or a person authorized by the Chairman to preside over the meeting shall be approved. Members of the Board of Members have the right to reserve their opinions and make recommendations to the company's representative ownership agency.

5. In case of obtaining opinions from Board members in writing, a resolution of the Board of Members is approved when more than half of the total number of Board members vote in favor. A resolution can be approved by using multiple copies of the same document if each copy has at least one signature of a Board member.

6. Based on the content and agenda of the meeting, when deemed necessary, the Members' Council invites authorized representatives of relevant agencies or organizations to attend and discuss specific issues on the meeting agenda. Invited representatives of agencies or organizations have the right to express their opinions but do not have voting rights. The opinions expressed by the invited representatives are fully recorded in the minutes of the meeting.

7. The content of the issues discussed, the statements made, the voting results, the resolutions passed by the Members' Council, and the conclusions of the Members' Council meetings must be recorded in the minutes. The chairperson and the meeting secretary shall be jointly responsible for the accuracy and truthfulness of the Members' Council meeting minutes. The minutes of the Members' Council meeting must be approved before the end of the meeting. The minutes must include the following main contents:

a) Time, place, purpose, meeting agenda; list of members attending the meeting; issues discussed and voted on; summary of members' comments and invited representatives' remarks on each issue discussed;

b) The number of votes in favor and against in cases where the blank voting method is not applied; the number of votes in favor, against, and abstentions in cases where the blank voting method is applied;

c) The decisions that were approved;

d) Full name and signature of the attending members.

8. Members of the Members' Council have the right to request the Director, Deputy Director, or General Director, Deputy General Director, Chief Accountant, and managers of the company, subsidiaries wholly owned by the company, and representatives of the company's capital contribution in other enterprises to provide information and documents on the financial status and operations of the enterprise according to the information regulations stipulated by the Members' Council or according to the resolutions of the Members' Council. The person requested to provide information must timely, fully, and accurately provide the information and documents as requested by the Members' Council member, except in cases where the Members' Council makes a different decision.

9. The Members' Council uses the company's management and executive system and support departments to carry out its duties.

10. Operating expenses of the Members' Council, salaries, allowances, and remuneration are included in the company's administrative expenses.

11. When necessary, the Members' Council shall organize the solicitation of opinions from domestic and foreign consulting experts before making decisions on important matters within the authority of the Members' Council. The cost of obtaining expert consulting opinions is regulated in the company's financial management regulations.

12. The resolutions of the Members' Council take effect from the date of adoption or from the effective date recorded in the resolution, except in cases requiring approval by the representative body of the owner.

Article 99. Chairman of the company

1. The company chairman is appointed by the body representing the owner in accordance with the provisions of the law. The company chairman has a term of no more than 5 years and may be reappointed. An individual may be appointed for no more than two terms, except in cases where the appointee has worked continuously for more than 15 years at that company before being appointed for the first time. The standards, conditions, and cases of dismissal or removal of the company chairman are implemented in accordance with the provisions of Articles 93 and 94 of this Law.

2. The company chairman exercises the rights and obligations of the direct representative of the owner at the company in accordance with the provisions of the Law on Management and Use of State Capital Invested in Production and Business at Enterprises; other rights, obligations, and responsibilities are pursuant to the provisions of Articles 92 and 97 of this Law.

3. The salary, allowances, and remuneration of the Chairman of the company are considered as company management expenses.

4. The Chairman of the company uses the management apparatus, executive team, and supporting departments of the company to exercise his/her rights and obligations. If necessary, the Chairman organizes consulting opinions from domestic and foreign experts before making decisions on important matters under the Chairman's authority. The cost of consulting experts is regulated in the company's financial management regulations.

5. Decisions under the authority specified in Clause 2 of this Article must be made in writing and signed with the title of Chairman of the company, including the case when the Chairman also holds the position of Director or General Director.

6. The Chairman's decisions take effect from the date of signing or from the effective date stated in the decision, except in cases requiring approval from the owner's representative authority.

7. In the case that the Chairman of the company leaves Vietnam for more than 30 days, he or she must authorize in writing another person to perform certain rights and obligations of the Chairman; the authorization must be promptly notified in writing to the representative agency of the owner. In case of other authorizations, they shall be implemented according to the provisions of the company's internal management regulations.

Article 100. Director, General Director, and Deputy Director, Deputy General Director

1. The Director or General Director is appointed or hired by the Members' Council or the Chairman of the company according to the personnel plan approved by the representative agency of the owner.

2. The Director or General Director is responsible for managing the daily operations of the company and has the following rights and obligations:

a) Organize the implementation and evaluate the results of the company's business plans, business strategies, and investment plans;

b) Organize the implementation and evaluate the results of the resolutions and decisions of the Board of Members, the Chairman of the company, and the company's owner-representative agency;

c) Decide on the daily affairs of the company;

d) Issue internal management regulations of the company that have been approved by the Board of Members or the Chairman of the company;

dd) Appoint, hire, dismiss, remove, and terminate labor contracts for company managers, except for positions under the authority of the Board of Members or the Chairman of the company;

e) Sign contracts and transactions on behalf of the company, except for cases under the authority of the Chairman of the Board of Members or the Chairman of the company;

g) Prepare and submit periodic reports to the Board of Members or the Chairman of the company on a quarterly and annual basis regarding the achievement of business plan objectives; financial reports;

h) Propose the allocation and utilization of after-tax profits and other financial obligations of the company;

i) Recruitment of labor;

k) Propose plans for reorganizing the company;

l) Other rights and obligations as prescribed by law and the company's charter.

3. The company has one or several Deputy Directors or Deputy General Directors. The number and the authority to appoint Deputy Directors or Deputy General Directors are stipulated in the company charter. The rights and obligations of Deputy Directors or Deputy General Directors are stipulated in the company charter and labor contract.

Article 101. Standards and conditions for Directors and General Directors

1. Not belonging to the subjects specified in Clause 2, Article 17 of this Law.

2. Have professional qualifications and experience in business management or in the company's field, industry, or line of business.

3. Not a person who has a family relationship with the head, deputy head of the representative agency of the owner; member of the Board of Members, Chairman of the company; Deputy General Director, Deputy Director, and Chief Accountant of the company; Company controller.

4. Has never been dismissed from the position of Chairman of the Board of Members, member of the Board of Members, Chairman of the company, Director or General Director, Deputy Director or Deputy General Director at the company or in another state-owned enterprise.

5. Must not concurrently serve as Director or General Director of another enterprise.

6. Other standards and conditions as specified in the company's Charter.

Article 102. Dismissal and removal from office of the Director, General Director, and other managers of the company, Chief Accountant

1. The Director or General Director shall be dismissed in the following cases:

a) No longer meeting the standards and conditions stipulated in Article 101 of this Law;

b) Having submitted a resignation.

2. The director or general director may be considered for dismissal in the following cases:

a) The enterprise fails to preserve its capital according to legal regulations;

b) The enterprise does not complete the objectives of the annual business plan;

c) Enterprises that violate the law;

d) Do not have sufficient qualifications and capabilities to meet the requirements of the enterprise's development strategy and new business plan;

d) Violating any of the rights, obligations, and responsibilities of managers as stipulated in Articles 97 and 100 of this Law;

e) Other cases stipulated in the company's charter.

3. Within 60 days from the date of the dismissal or removal decision, the Members' Council or the company president shall consider and decide on the selection and appointment of another person to replace.

4. In the case of dismissal or removal of the Deputy General Director, Deputy Director, or other company managers, the Chief Accountant, as prescribed by the company's charter.

Article 103. Supervisory Board, Supervisors

1. Based on the company's scale, the owner-representing agency decides to establish a Supervisory Board with 01 to 05 Supervisors, including a Head of the Supervisory Board. The term of a Supervisor shall not exceed 05 years and may be reappointed but not for more than 02 consecutive terms at the same company. In the case that the Supervisory Board has only 01 Supervisor, that Supervisor shall also serve as the Head of the Supervisory Board and must meet the standards of the Head of the Supervisory Board.

2. An individual may simultaneously be appointed as the Head of the Supervisory Board and a Supervisor of no more than 04 state-owned enterprises.

3. The Head of the Supervisory Board and Supervisors must have the following standards and conditions:

a) Must have a university degree or higher in one of the fields of economics, finance, accounting, auditing, law, business administration, or a field relevant to the company's business activities and have at least 03 years of work experience; the Head of the Supervisory Board must have at least 05 years of work experience;

b) Must not be a company manager or a manager at another enterprise; must not be a Controller of an enterprise that is not a state-owned enterprise; must not be an employee of the company;

c) Not being a person who has a family relationship with the head, deputy head of the owner-representative agency of the company; a member of the company's Board of Members; the Chairman of the company; Director or General Director; Deputy Director or Deputy General Director, Chief Accountant; other controllers of the company;

d) Other standards and conditions prescribed in the company's Charter.

4. The Government shall provide detailed regulations on this Article.

Article 104. Duties of the Supervisory Board

1. The Supervisory Board has the following duties:

a) Supervise the organization of the implementation of the development strategy and business plan;

b) Supervise and assess the actual business operations and financial status of the company;

c) Supervise and assess the exercise of rights and obligations of members of the Board of Members and the Board of Members, the Chairman of the company, the Director or General Director of the company;

d) Supervise and evaluate the effectiveness and compliance with the internal audit regulations, risk management and prevention regulations, reporting regulations, and other internal governance regulations of the company;

d) Supervise the legality, systematic nature, and accuracy in accounting work, accounting books, the content of financial statements, appendices, and related documents;

e) Supervise the company's contracts and transactions with related parties;

g) Supervise the implementation of major investment projects; purchase and sale contracts and transactions; other large-scale business contracts and transactions; unusual business contracts and transactions of the company;

h) Prepare and submit evaluation reports and recommendations regarding the provisions specified in points a, b, c, d, đ, e, and g of this clause to the representative of the owner and the Members' Council;

i) Perform other obligations as required by the representative of the owner, as stipulated in the Company's Charter.

2. Salaries, remuneration, bonuses, and other benefits of the Supervisory Controller are determined and paid by the owner's representative agency.

3. The government shall provide detailed regulations on this Article.

Article 105. Rights of the Supervisory Board

1. Participate in meetings of the Members' Council, official and unofficial consultations and exchanges of the owner's representative agency with the Members' Council; question the Members' Council, members of the Members' Council, the Chairman of the company, and the Director or General Director regarding plans, projects, development investment programs, and other decisions in company management and administration.

2. Examine accounting books, reports, contracts, transactions, and other company documents; inspect the management and administration work of the Members' Council, members of the Members' Council, the Chairman of the company, Director, or General Director when deemed necessary or at the request of the owner's representative agency.

3. Request the Board of Members, members of the Board of Members, the Chairperson of the company, the Director, Deputy Director or General Director, Deputy General Director, Chief Accountant, and other managers to report and provide information within the scope of management and business investment activities of the company.

4. Request the company managers to report on the financial situation and business results of subsidiaries when deemed necessary to carry out tasks as prescribed by law and the company's charter.

5. Suggest to the owner-representative agency to establish a unit to perform audit tasks to advise and directly support the Supervisory Board in exercising its rights and obligations.

6. Other rights as prescribed in the company's charter.

Article 106. Working regime of the Supervisory Board

1. The Head of the Supervisory Board shall develop the monthly, quarterly, and annual work plans of the Supervisory Board; assign specific tasks and duties to each Supervisor.

2. Supervisors proactively and independently carry out the assigned tasks and duties; propose and recommend performing other supervisory tasks and duties beyond the plan and outside the assigned scope when deemed necessary.

3. The Supervisory Board shall meet at least once a month to review, evaluate, and approve the monthly supervisory results report to be submitted to the owner's representative agency; discuss and approve the next activity plan of the Supervisory Board.

4. Decisions of the Supervisory Board are approved when the majority of members present at the meeting agree. Opinions that differ from the approved decision must be fully and accurately recorded and reported to the owner's representative agency.

Article 107. Responsibilities of Supervisors

1. Comply with the law, the company's charter, decisions of the ownership representative agency, and professional ethics in exercising the rights and obligations of the Controller.

2. Perform assigned rights and obligations honestly, prudently, and in the best way to protect the interests of the State, the company, and the legitimate interests of parties in the company.

3. Be loyal to the interests of the State and the company; do not abuse position or authority, and do not use information, know-how, business opportunities, or other company assets for personal gain or to serve the interests of other organizations or individuals.

4. In the case of violating the responsibilities stipulated in this Article that causes damage to the company, the Controller must bear personal responsibility or jointly compensate for such damage; depending on the nature, level of violation, and damage, they may also be subject to disciplinary action, administrative penalty, or criminal liability according to the law; return to the company all income and benefits obtained due to violating the responsibilities stipulated in this Article.

5. Promptly report to the agency representing the owner, and at the same time, require the Controller to cease the violation and remedy the consequences in case of detecting that the Controller violates the assigned rights, obligations, and responsibilities.

6. Promptly report to the agency representing the company owner, other Controllers, and relevant individuals, and at the same time, require that individual to cease the violation and remedy the consequences in the following cases:

a) Detecting that a member of the Board of Members, the Chairman of the company, the Director or General Director, and other managers violate the regulations regarding their rights, obligations, and responsibilities or risk violating such regulations;

b) Detecting acts that violate the law, the company's charter regulations, or the company's internal governance regulations.

7. Other responsibilities as prescribed by this Law and the company's charter.

Article 108. Dismissal or removal of the Head of the Supervisory Board, Supervisors

1. The Head of the Supervisory Board and Supervisors shall be dismissed in the following cases:

a) No longer meeting the standards and conditions prescribed in Article 103 of this Law;

b) Submitting a resignation letter and being approved by the owner-representative agency;

c) Being transferred or assigned by the owner-representative agency or other competent authority to carry out other tasks;

d) Other cases as prescribed by the company's charter.

2. The Head of the Supervisory Board and Supervisors shall be dismissed in the following cases:

a) Failure to perform the duties and tasks assigned for 03 consecutive months, except in cases of force majeure;

b) Failure to complete the duties and tasks assigned within 01 year;

c) Repeated violations, serious violations of the rights, duties, and responsibilities of the Head of the Supervisory Board and Supervisors as stipulated in this Law and the company charter;

d) Other cases as prescribed by the company's charter.

Article 109. Periodic information disclosure

1. The company must periodically disclose the following information on the company's electronic information portal and that of the owner's representative agency:

a) Basic information about the company and the company's charter;

b) General objectives; specific objectives and targets of the annual business plan;

c) Annual financial reports and summaries of financial reports audited by an independent auditing organization within 150 days from the end of the financial year; including both parent company financial statements and consolidated financial statements (if any);

Amended and supplemented provisions:

d) Interim financial reports and summaries of financial reports audited by an independent auditing organization; the disclosure deadline must be before July 31 each year; including both parent company financial statements and consolidated financial statements (if any);

d) Report evaluating the results of implementing the annual production and business plan;

e) Report on the results of performing public service tasks assigned according to the plan or through bidding (if any) and other social responsibilities;

g) Report on the current status of corporate governance and company organizational structure.

2. The report on the current status of corporate governance includes the following information:

a) Information about the representative agency of the owner, the head, and the deputy head of the representative agency of the owner;

b) Information about the company manager, including professional qualifications, work experience, managerial positions held, method of appointment, assigned management work; level and method of payment of salary, remuneration, bonuses, and other benefits; related persons and related interests of the company manager;

c) Relevant decisions of the representative agency of the owner; resolutions and decisions of the Members' Council or the Chairman of the company;

d) Information about the Supervisory Board, Supervisors, and their activities;

e) Inspection conclusions by the inspection agency (if any) and reports of the Supervisory Board, Supervisors;

f) Information about related persons of the company, contracts, and transactions of the company with related persons;

g) Other information as prescribed by the company's Charter.

3. Information disclosed must be complete, accurate, and timely in accordance with the law.

4. The legal representative or the authorized person disclosing information shall perform the disclosure. The legal representative is responsible for the completeness, timeliness, truthfulness, and accuracy of the disclosed information.

5. The government shall provide detailed regulations on this Article.

Article 110. Disclosure of unusual information

1. The company must disclose on its electronic information page, publications (if any), and publicly post at the head office and business locations of the company about unusual information within 36 hours from the occurrence of any of the following events:

a) The company’s account is frozen or allowed to operate again after being frozen;

b) Temporarily suspend part or all of the business operations; have the Business Registration Certificate, establishment license, establishment and operation license, operation license, or other licenses related to the company's activities revoked;

c) Amend or supplement the contents of the Business Registration Certificate, establishment license, establishment and operation license, operation license, or other licenses related to the company's activities;

d) Change members of the Members' Council, Chairman of the company, Director, Deputy Director or General Director, Deputy General Director, Chief Accountant, Head of Finance and Accounting Department, Head of the Supervisory Board, or Controller;

đ) Be subject to disciplinary decisions, prosecution, have a judgment, or court decision against the company's managers;

e) Have conclusions from the inspection agency or the tax administration agency regarding the company's legal violations;

g) There is a decision to change the independent audit organization or to refuse to audit the financial statements;

h) There is a decision to establish, dissolve, merge, consolidate, or convert subsidiaries, branches, representative offices; decisions on investment, capital reduction, or divestment in other companies.

2. The Government shall provide detailed regulations on this Article.

Chapter V. JOINT STOCK COMPANY

Article 111. Joint Stock Company

1. A joint stock company is an enterprise in which:

a) The charter capital is divided into equal parts called shares;

b) Shareholders can be organizations or individuals; the minimum number of shareholders is 03, and there is no limit on the maximum number;

c) Shareholders are only responsible for the debts and other property obligations of the enterprise within the amount of capital contributed to the enterprise;

d) Shareholders have the right to freely transfer their shares to others, except in cases specified in Clause 3, Article 120, and Clause 1, Article 127 of this Law.

2. A joint-stock company has legal entity status from the date it is granted a Certificate of Business Registration.

3. A joint-stock company has the right to issue shares, bonds, and other types of company securities.

Article 112. Capital of a joint-stock company

1. The charter capital of a joint-stock company is the total par value of all types of shares that have been sold. The charter capital of a joint-stock company at the time of business registration is the total par value of all types of shares that have been registered for purchase and recorded in the company's Charter.

2. Sold shares are shares that have the right to be offered and have been fully paid to the company by shareholders. At the time of business registration, sold shares are the total number of all types of shares that have been registered for purchase.

3. Shares entitled to be offered of a joint-stock company are the total number of all types of shares that the General Meeting of Shareholders decides to offer to raise capital. The shares entitled to be offered of a joint-stock company when registering to establish an enterprise are the total number of all types of shares that the company will offer to raise capital, including shares that have been registered for purchase and shares that have not been registered for purchase.

4. Unsold shares are shares entitled to be offered and have not been paid to the company. When registering to establish an enterprise, unsold shares are the total number of all types of shares that have not been registered for purchase.

5. The company may reduce its charter capital in the following cases:

Amended and supplemented provisions:

a) According to the decision of the General Meeting of Shareholders, the company shall return a portion of the contributed capital to the shareholders in proportion to their ownership of shares in the company if the company has been continuously operating for 2 years or more from the date of business registration and ensures full payment of all debts and other asset obligations after returning the capital to the shareholders;

b) The company repurchases shares that have been sold in accordance with the provisions of Articles 132 and 133 of this Law;

Supplementary provisions

c) The charter capital has not been fully and timely paid by the shareholders in accordance with the provisions of Article 113 of this Law.

Article 113. Payment for registered shares upon business registration.

1. Shareholders must fully pay for the shares they have registered to purchase within 90 days from the date of issuance of the Enterprise Registration Certificate, except in cases where the company's charter or the share purchase registration contract stipulates a shorter period. In cases where a shareholder contributes capital in the form of assets, the time spent on transportation, import procedures, and administrative procedures to transfer ownership of those assets is not counted in this capital contribution period. The Board of Directors is responsible for supervising and urging shareholders to fully and timely pay for the shares they have registered to purchase.

2. During the period from the date the company is issued the Enterprise Registration Certificate until the last day to fully pay for the shares registered for purchase as stipulated in paragraph 1 of this Article, the voting shares of shareholders are calculated according to the number of common shares registered for purchase, except in cases where the company's charter provides otherwise.

3. In the case that after the deadline specified in Clause 1 of this Article, a shareholder has not paid for or has only partially paid for the registered shares, the following provisions shall apply:

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

b) A shareholder who has only paid for part of the registered shares shall have voting rights, receive dividends, and enjoy other rights corresponding to the paid shares; they shall not transfer the right to purchase the unpaid shares to another person;

c) Unpaid shares shall be considered unsold shares, and the Board of Directors shall have the right to sell them;

d) Within 30 days from the date of the deadline for full payment of the shares registered for purchase in accordance with the provisions of Clause 1 of this Article, the company must register to adjust the charter capital by the par value of the shares that have been fully paid, except in cases where the unpaid shares have been sold out within this period; register changes of founding shareholders.

4. Shareholders who have not paid or have not fully paid for the shares they registered to purchase must bear responsibility corresponding to the total par value of the registered shares for the financial obligations of the company arising before the date the company registers to adjust its charter capital in accordance with the provisions at point d, Clause 3 of this Article. Members of the Board of Directors and legal representatives shall bear joint liability for damages arising from failure to comply with or improper compliance with the provisions in Clause 1 and point d, Clause 3 of this Article.

5. Except in the case specified in Clause 2 of this Article, a capital contributor becomes a shareholder of the company from the time of payment for the purchase of shares, and the information about shareholders as specified in points b, c, d, and đ of Clause 2, Article 122 of this Law is recorded in the share register.

Article 114. Types of shares

1. A joint-stock company must have common shares. The holder of common shares is a common shareholder.

2. In addition to common shares, a joint-stock company may have preferred shares. The holder of preferred shares is called a preferred shareholder. Preferred shares include the following types:

a) Dividend-preferred shares;

b) Redeemable preferred shares;

c) Voting-preferred shares;

d) Other preferred shares as prescribed in the company's charter and securities law.

3. Persons entitled to purchase dividend-preferred shares, redeemable preferred shares, and other preferred shares are those prescribed by the company's charter or decided by the General Meeting of Shareholders.

4. Each share of the same type grants its owner equal rights, obligations, and benefits.

5. Common shares cannot be converted into preferred shares. Preferred shares can be converted into common shares according to the resolution of the General Meeting of Shareholders.

6. Common shares are used as the underlying asset to issue non-voting depositary receipts, called underlying common shares. Non-voting depositary receipts have economic benefits and corresponding obligations with the underlying common shares, except for voting rights.

7. The Government regulates non-voting depositary receipts.

Article 115. Rights of common shareholders

1. Common shareholders have the following rights:

a) Attend and speak at the shareholders' general meeting and exercise voting rights directly or through an authorized representative or other forms as stipulated by the company's charter and law. Each common share has one voting right;

b) Receive dividends at the rate decided by the shareholders' general meeting;

c) Have a priority to purchase new shares corresponding to the proportion of common shares owned by each shareholder in the company;

d) Freely transfer their shares to others, except in cases specified in Clause 3, Article 120, Clause 1, Article 127 of this Law and other relevant legal provisions;

e) Review, access, and extract information about names and contact addresses from the list of shareholders with voting rights; request correction of their own inaccurate information;

f) Review, access, extract, or copy the company's charter, minutes of the shareholders' general meeting, and resolutions of the shareholders' general meeting;

g) When the company is dissolved or goes bankrupt, they are entitled to receive a portion of the remaining assets corresponding to their shareholding ratio in the company.

2. Shareholders or groups of shareholders owning from 5% of the total common shares or another smaller percentage as stipulated in the company's Charter have the following rights:

a) Inspect, look up, and extract minutes and resolutions, decisions of the Board of Directors, interim and annual financial reports, reports of the Supervisory Board, contracts, transactions that must be approved by the Board of Directors, and other documents, except for documents related to trade secrets or business secrets of the company;

b) Request the convening of a General Meeting of Shareholders in the cases stipulated in clause 3 of this Article;

c) Request the Supervisory Board to examine specific issues related to the management and operation of the company when deemed necessary. The request must be in writing and must include the following contents: full name, contact address, nationality, legal document number of the individual for shareholders who are individuals; name, business registration number or legal document number of the organization, address of the head office for shareholders who are organizations; the number of shares and the time of share registration of each shareholder, the total number of shares of the shareholder group, and the ownership percentage in the total shares of the company; issues to be examined, purpose of examination;

d) Other rights according to the provisions of this Law and the company's charter.

3. Shareholders or a group of shareholders specified in clause 2 of this Article have the right to request the convening of the General Meeting of Shareholders in the following cases:

a) The Board of Directors seriously violates the rights of shareholders, the obligations of managers, or makes decisions beyond the conferred authority;

b) Other cases as prescribed in the Company Charter.

Amended and supplemented provisions:

4. The request to convene a General Meeting of Shareholders stipulated in clause 3 of this Article must be in writing and must include the following contents: full name, contact address, nationality, legal document number for individual shareholders; name, enterprise code or legal document number of the organization, headquarters address for organizational shareholders; the number of shares and the registration time of the shares of each shareholder, the total number of shares of the group of shareholders, and the ownership percentage in the total number of the company's shares, the basis and reason for requesting the convening of the General Meeting of Shareholders. The request to convene the meeting must be accompanied by documents and evidence of the Board of Directors' violations, the level of violations, or the decision beyond authority.

5. A shareholder or a group of shareholders owning 10% or more of the total common shares, or another smaller percentage as stipulated in the company's charter, has the right to nominate persons to the Board of Directors and the Supervisory Board. In the event that the company's charter does not provide otherwise, the nomination of persons to the Board of Directors and the Supervisory Board shall be carried out as follows:

a) Common shareholders forming a group to nominate persons to the Board of Directors and the Supervisory Board must notify the attending shareholders of the group meeting before the opening of the General Meeting of Shareholders;

b) Based on the number of members of the Board of Directors and the Supervisory Board, the shareholder or group of shareholders specified in this clause has the right to nominate one or several persons according to the decision of the General Meeting of Shareholders as candidates for the Board of Directors and the Supervisory Board. In the case that the number of candidates nominated by the shareholder or group of shareholders is less than the number of candidates they are entitled to nominate according to the decision of the General Meeting of Shareholders, the remaining candidates will be nominated by the Board of Directors, the Supervisory Board, and other shareholders.

6. Other rights as prescribed by this Law and the company's Charter.

Article 116. Voting preferred shares and rights of shareholders owning voting preferred shares

1. Voting preferred shares are common shares that have more voting rights than other common shares; the number of votes for a voting preferred share is stipulated in the company’s charter. Only organizations authorized by the Government and founding shareholders are entitled to hold voting preferred shares. The voting preference of founding shareholders is valid for 03 years from the date the company is granted a Business Registration Certificate. The voting rights and the duration of voting preference for voting preferred shares held by organizations authorized by the Government are stipulated in the company’s charter. After the voting preference period expires, voting preferred shares convert into common shares.

2. Shareholders holding voting preferred shares have the following rights:

a) To vote on matters within the authority of the General Meeting of Shareholders according to the number of votes specified in Clause 1 of this Article;

b) Other rights like common shareholders, except in cases specified in Clause 3 of this Article.

3. Shareholders holding voting preference shares are not allowed to transfer such shares to others, except in cases of transfer under a judgment or decision of a court that has legal validity or by inheritance.

4. The Government shall provide detailed regulations on this Article.

Article 117. Dividend preference shares and the rights of shareholders holding dividend preference shares

1. Dividend preference shares are shares that receive dividends at a higher rate compared to the dividend rate of common shares or a stable annual rate. Dividends distributed annually include fixed dividends and bonus dividends. Fixed dividends do not depend on the company's business results. The specific fixed dividend rate and the method of determining bonus dividends are specified in the dividend preference share certificate.

2. Shareholders holding dividend preference shares have the following rights:

a) To receive dividends as prescribed in Clause 1 of this Article;

b) Receive the remaining assets corresponding to the ownership ratio of shares in the company after the company has paid off all debts, redeemable preferred shares when the company is dissolved or bankrupt;

c) Other rights like common shareholders, except as provided in clause 3 of this Article.

3. Shareholders who own dividend-preferred shares do not have voting rights, cannot attend the General Meeting of Shareholders, or nominate people to the Board of Directors and the Supervisory Board, except as provided in clause 6, Article 148 of this Law.

Article 118. Redeemable preferred shares and the rights of shareholders owning redeemable preferred shares

1. Redeemable preferred shares are shares whose contributed capital is to be paid back by the company at the request of the holder or under conditions recorded on the redeemable preferred share certificates and the Company's Charter.

2. Shareholders owning redeemable preferred shares have the rights of common shareholders, except as provided in clause 3 of this Article.

3. Shareholders who own redeemable preferred shares do not have the right to vote, attend the General Meeting of Shareholders, or nominate members to the Board of Directors and the Supervisory Board, except as provided in Clause 5, Article 114 and Clause 6, Article 148 of this Law.

Article 119. Obligations of shareholders

1. Fully and timely pay for the shares committed to purchase.

2. It is prohibited to withdraw capital contributed in the form of common shares from the company in any form, except in cases where the company or another party repurchases the shares. In the event that a shareholder withdraws part or all of the contributed capital contrary to the provisions of this clause, that shareholder and the related beneficiaries in the company must be jointly responsible for the company's debts and other asset obligations within the value of the withdrawn shares and any resulting damages.

3. Comply with the company's Charter and internal management regulations of the company.

4. Adhere to the resolutions and decisions of the General Meeting of Shareholders and the Board of Directors.

5. Keep confidential the information provided by the company as stipulated in the company's Charter and the law; use the provided information only to exercise and protect one's legal rights and interests; it is strictly prohibited to disseminate or copy, send the information provided by the company to other organizations or individuals.

6. Other obligations as prescribed by this Law and the company's Charter.

Article 120. Common shares of founding shareholders

1. A newly established joint-stock company must have at least 03 founding shareholders. A joint-stock company converted from a state-owned enterprise or from a limited liability company, or formed by division, separation, merger, or consolidation from another joint-stock company, does not necessarily need founding shareholders; in this case, the company's Charter in the business registration dossier must bear the signature of the legal representative or the common shareholders of that company.

2. The founding shareholders must together register to purchase at least 20% of the total common shares authorized for offering when registering the company establishment.

3. Within 3 years from the date the company is granted the Enterprise Registration Certificate, the common shares of the founding shareholders can be freely transferred to other founding shareholders and can only be transferred to persons who are not founding shareholders with the approval of the General Meeting of Shareholders. In this case, the founding shareholder intending to transfer the common shares has no voting rights regarding the transfer of those shares.

4. The restrictions stipulated in Clause 3 of this Article do not apply to the following common shares:

a) Shares additionally held by the founding shareholders after the company is registered for establishment;

b) Shares that have been transferred to others who are not founding shareholders.

Article 121. Shares

1. Shares are certificates issued by joint-stock companies, accounting entries, or electronic data confirming ownership of one or more shares of that company. Shares must include the following main contents:

a) Name, business code, and address of the company's head office;

b) The number of shares and type of shares;

c) The nominal value of each share and the total nominal value of the shares stated on the share certificate;

d) Full name, contact address, nationality, legal document number for individual shareholders; name, business code or legal document number of the organization, and main office address for organizational shareholders;

d) Signature of the company's legal representative;

e) Registration number in the company's register of shareholders and the date of issuance of the shares;

g) Other contents as prescribed in Articles 116, 117, and 118 of this Law for preferred shares.

2. In cases where there are errors in the content or form of the shares issued by the company, the rights and interests of the holders of such shares shall not be affected. The legal representative of the company shall be responsible for any damages caused by such errors.

3. In cases where shares are lost, damaged, or destroyed in other forms, the shareholder shall be granted replacement shares by the company upon the shareholder's request. The shareholder's request must include the following contents:

a) Information about the shares that were lost, damaged, or destroyed in other forms;

b) A commitment to take responsibility for any disputes arising from the reissuance of new shares.

Article 122. Shareholder Register

1. A joint-stock company must establish and maintain a shareholder register from the time it is issued the Business Registration Certificate. The shareholder register may be in paper form or an electronic data file recording information about the ownership of shares by the company's shareholders.

2. The shareholders' register must include the following main contents:

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

b) The total number of shares allowed to be offered, the type of shares allowed to be offered, and the number of shares allowed to be offered for each type;

c) The total number of shares already sold for each type and the contributed share capital value;

d) Full name, contact address, nationality, legal document number for individual shareholders; name, business code or legal document number of the organization, and main office address for organizational shareholders;

d) The number of shares of each type held by each shareholder, and the date of share registration.

3. The shareholders' register shall be kept at the company's head office or other organizations authorized to keep shareholders' registers. Shareholders have the right to inspect, look up, extract, and copy the names and contact addresses of the company's shareholders in the shareholders' register.

4. In case a shareholder changes their contact address, they must promptly notify the company to update it in the shareholders' register. The company shall not be responsible for failing to contact the shareholder due to the shareholder not notifying the change of contact address.

5. The company must timely update changes of shareholders in the shareholder register as requested by the relevant shareholders in accordance with the company's Charter.

Article 123. Offering Shares

1. Offering shares is when the company increases the number of shares, the types of shares that are entitled to be offered to increase the charter capital.

2. Offering shares can be carried out in the following forms:

a) Offering shares to existing shareholders;

b) Private placement of shares;

c) Public offering of shares.

3. Public offering of shares, offering shares of public companies and other organizations shall be conducted in accordance with the provisions of securities law.

4. The company shall register a change in charter capital within 10 days from the date of completion of the share offering.

Article 124. Offering shares to existing shareholders

1. Offering shares to existing shareholders is the case where the company increases the number of shares, the type of shares authorized to be offered, and sells all those shares to all shareholders according to their current shareholding ratio in the company.

2. The offering of shares to existing shareholders of a joint-stock company that is not a public company is carried out as follows:

a) The company must notify shareholders in writing by a method that ensures reaching their contact address in the shareholder register no later than 15 days before the end of the share registration period;

b) The notification must include the full name, contact address, nationality, and legal document number of the individual shareholder; the name, business registration number or legal document number of the organization, and the address of the main office of an organizational shareholder; the number of shares and the current shareholding ratio of the shareholder in the company; the total number of shares planned to be offered and the number of shares the shareholder is entitled to purchase; the offer price of shares; the registration period for purchase; the full name and signature of the company's legal representative. The notification must be accompanied by a share purchase registration form issued by the company. In case the share purchase registration form is not sent to the company on time according to the notification, the shareholder will be considered as having waived the preemptive right to purchase.

c) Shareholders have the right to transfer their pre-emptive rights to purchase shares to others.

3. In the case that the number of shares planned to be offered is not fully subscribed by the shareholders and the persons entitled to exercise their pre-emptive rights, the Board of Directors has the right to sell the remaining shares to other company shareholders and other persons on conditions no more favorable than the conditions offered to the original shareholders, except in cases where the General Meeting of Shareholders approves otherwise or the securities law provides otherwise.

4. Shares are considered sold when full payment has been made and the information about the buyer as stipulated in Clause 2, Article 122 of this Law is fully recorded in the shareholder register; from that moment, the share purchaser becomes a shareholder of the company.

5. After the shares are fully paid, the company issues and delivers the shares to the purchaser; in the case that the shares are not delivered, the shareholder information specified in Clause 2, Article 122 of this Law is recorded in the shareholder register to certify the ownership rights of that shareholder in the company.

Article 125. Private Placement of Shares

1. The private placement of shares by a joint-stock company that is not a public company must meet the following conditions:

a) Not offered through mass media;

b) Offered to fewer than 100 investors, excluding professional securities investors, or only offered to professional securities investors.

2. A joint-stock company that is not a public company conducts private placement of shares according to the following provisions:

a) The company decides on the plan for private placement of shares in accordance with the provisions of this Law;

b) Shareholders of the company exercise the pre-emptive right to purchase shares in accordance with the provisions of Clause 2, Article 124 of this Law, except in cases of company merger or consolidation;

c) In cases where shareholders and recipients of the pre-emptive right do not purchase all the shares, the remaining shares shall be sold to others under a private placement plan on conditions no more favorable than those offered to the shareholders, except when the General Meeting of Shareholders approves otherwise.

3. Foreign investors purchasing offered shares under the provisions of this Article must complete the procedures for purchasing shares in accordance with the Investment Law.

Article 126. Sale of shares

The Board of Directors decides the timing, method, and price of share sale. The sale price of shares must not be lower than the market price at the time of sale or the book value recorded for the shares at the most recent time, except in the following cases:

1. Shares sold for the first time to non-founding shareholders;

2. Shares sold to all shareholders according to their current ownership ratio in the company;

3. Shares sold to brokers or underwriters; in this case, the amount or rate of discount must be approved by the General Meeting of Shareholders, except where the company's charter provides otherwise;

4. Other cases and the discount rate in those cases as prescribed by the company's charter or resolutions of the General Meeting of Shareholders.

Article 127. Transfer of shares

1. Shares can be freely transferred, except in cases stipulated in Clause 3, Article 120 of this Law and the company charter restricts the transfer of shares. In case the company charter restricts the transfer of shares, these provisions shall only be effective if clearly stated on the corresponding share certificates.

2. The transfer shall be carried out by a contract or a transaction on the stock market. In the case of transfer by contract, the transfer documents must be signed by the transferor and the transferee or their authorized representatives. In the case of a transaction on the stock market, the transfer procedures shall be conducted in accordance with the provisions of the law on securities.

3. In the event that a shareholder who is an individual dies, the heirs according to the will or the law of that shareholder shall become the company's shareholders.

4. In the event that a shareholder who is an individual dies without any heirs, or the heirs refuse to accept the inheritance, or are deprived of the inheritance right, then the shareholder's shares shall be resolved in accordance with the provisions of civil law.

5. Shareholders have the right to donate part or all of their shares in the company to other individuals or organizations; use shares to repay debts. Individuals or organizations who are gifted or receive repayment in shares will become shareholders of the company.

6. Individuals or organizations receiving shares under the cases stipulated in this Article only become company shareholders from the time their information as specified in Clause 2, Article 122 of this Law is fully recorded in the shareholder register.

7. The company must register the change of shareholders in the shareholder register at the request of the relevant shareholder within 24 hours from the time of receiving the request as stipulated in the company's charter.

Article 128. Private placement of bonds

1. A joint-stock company that is not a public company may offer private bonds in accordance with the provisions of this Law and other relevant legal regulations. The offering of private bonds of public companies, other organizations, and public bond offerings shall be carried out in accordance with the provisions of the law on securities.

2. The private bond offering of a joint-stock company that is not a public company is an offering not made through mass media to fewer than 100 investors, excluding professional securities investors, and meets the conditions regarding the subjects eligible to purchase private bonds as follows:

a) Strategic investors for private convertible bonds and private bonds attached with warrants;

Amended and supplemented provisions:

b) Professional securities investors for private convertible bonds, private bonds attached with warrants, and other types of private bonds.

3. A joint-stock company that is not a public company offering private bonds must meet the following conditions:

a) The company has fully paid both the principal and interest of bonds that have been offered and are due, or has fully paid due debts for three consecutive years prior to the bond offering (if any), except in the case of bond offerings to creditors that are selected financial institutions;

b) There is an audited financial statement for the year immediately preceding the year of issuance;

Supplementary provisions

c) Ensuring conditions regarding financial safety ratios and operational safety ratios as prescribed by law;

d) Other conditions as prescribed by relevant laws.

Article 129. Procedures for offering and transferring private bonds

1. The company decides on the plan for offering private bonds in accordance with the provisions of this Law.

2. The company shall disclose information before each offering to investors registering to purchase bonds and notify the offering to the stock exchange at least 01 working day before the expected date of the bond offering.

3. The company shall disclose information on the results of the offering to investors who have purchased the bonds and notify the offering results to the stock exchange within 10 days from the end date of the bond offering.

4. Privately issued bonds may be transferred among investors who meet the conditions for purchasing private bonds as stipulated in Clause 2, Article 128 of this Law, except in cases carried out according to a court judgment, decision with legal validity, an effective arbitration award, or inheritance in accordance with the law.

5. Based on the provisions of this Law and the Securities Law, the Government shall provide detailed regulations on the types of bonds, dossiers, order, procedures for issuing and trading private bonds; information disclosure; issuance of bonds in the international market.

Article 130. Decision on offering private bonds

1. The company decides to offer private bonds according to the following provisions:

a) The General Meeting of Shareholders decides on the type, total value of the bonds, and the timing of the offer for convertible bonds and bonds attached with warrants. The voting for passing the resolution on offering private bonds of the company shall be conducted in accordance with the provisions of Article 148 of this Law;

b) In cases where the company’s charter does not provide otherwise and except for the case specified in point a of this clause, the Board of Directors has the right to decide the type of bonds, the total value of the bonds, and the timing of the offering, but must report to the General Meeting of Shareholders at the nearest meeting. The report must be accompanied by documents and records regarding the bond offering.

2. The company shall carry out the registration of changes to the charter capital within 10 days from the date of completion of the conversion of bonds into shares.

Article 131. Purchase of shares, bonds

Shares and bonds of a joint-stock company may be purchased in Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, or other assets as specified in the company’s charter and must be paid in full in one installment.

Article 132. Repurchase of shares at the request of shareholders

1. Shareholders who voted against the resolution on reorganizing the company or changing the rights and obligations of shareholders as stipulated in the Company's Charter have the right to request the company to buy back their shares. The request must be in writing, specifying the name, address of the shareholder, the number of shares of each type, the intended sale price, and the reason for requesting the company to buy back. The request must be sent to the company within 10 days from the date the General Meeting of Shareholders approves the resolution on the matters specified in this clause.

2. The company must repurchase shares at the request of shareholders as specified in Clause 1 of this Article at the market price or the price calculated according to the principles stipulated in the company charter within 90 days from the date of receiving the request. In case the price cannot be agreed upon, the parties may request a valuation organization to appraise the price. The company shall introduce at least 03 valuation organizations for the shareholders to choose from, and that choice is final.

Article 133. Share repurchase by company decision

The company has the right to repurchase no more than 30% of the total common shares sold, either part or all of the preferred dividend shares sold according to the following provisions:

1. The Board of Directors has the right to decide to repurchase no more than 10% of the total shares of each type sold within 12 months. In other cases, the repurchase of shares shall be decided by the General Meeting of Shareholders;

2. The Board of Directors decides the repurchase price of shares. For common shares, the repurchase price must not be higher than the market price at the time of repurchase, except in cases provided for in Clause 3 of this Article. For other types of shares, if the company's charter does not stipulate or if the company and related shareholders do not have another agreement, the repurchase price must not be lower than the market price;

3. The company may repurchase shares from each shareholder corresponding to their shareholding ratio in the company according to the following procedures and processes:

a) The decision to repurchase the company's shares must be notified in a manner that ensures it reaches all shareholders within 30 days from the date the decision is approved. The notification must include the name and address of the company's head office, the total number of shares and the type of shares to be repurchased, the repurchase price or the principles for determining the repurchase price, the procedures and timeline for payment, and the procedures and timeline for shareholders to sell their shares to the company;

b) Shareholders agreeing to sell their shares must send a written consent to sell their shares in a manner that ensures it reaches the company within 30 days from the date of notification. The written consent to sell shares must include the full name, contact address, and legal document number if the shareholder is an individual; the name, business code or legal document number of the organization, and the address of the head office if the shareholder is an organization; the number of shares held and the number of shares agreed to be sold; the payment method; and the signature of the shareholder or the legal representative of the shareholder. The company only repurchases shares within the specified time frame.

Article 134. Conditions for payment and handling of repurchased shares

1. The company may only make payment for repurchased shares to shareholders in accordance with the regulations in Articles 132 and 133 of this Law if immediately after paying for all repurchased shares, the company still ensures it can settle all debts and other financial obligations.

2. Shares repurchased in accordance with the provisions of Articles 132 and 133 of this Law are considered unsold shares as prescribed in Clause 4, Article 112 of this Law. The company must register a reduction of its charter capital corresponding to the total par value of the shares repurchased by the company within 10 days from the date of completion of the payment for the repurchased shares, except in cases where securities law provides otherwise.

3. Share certificates confirming ownership of the repurchased shares must be destroyed immediately after the corresponding shares have been fully paid. The Chairman of the Board of Directors and the Director or General Director shall be jointly responsible for any damages caused by failure to destroy or delay in destroying the share certificates.

4. After paying off all the repurchased shares, if the total value of assets recorded in the company's accounting books decreases by more than 10%, the company must notify all creditors within 15 days from the date of paying off all the repurchased shares.

Article 135. Dividend Payment

1. Dividends paid on preferred shares shall be made according to the conditions applicable to each type of preferred share.

2. Dividends paid on common shares are determined based on the net profit achieved and the dividend payment allocated from the company's retained earnings. A joint-stock company may only pay dividends on common shares when the following conditions are met:

a) The company has fulfilled its tax obligations and other financial obligations as prescribed by law;

b) The company has set aside company funds and offset previous losses in accordance with the law and the company's charter;

c) Immediately after paying all dividends, the company still ensures full payment of debts and other asset obligations when due.

3. Dividends may be paid in cash, in company shares, or in other assets as stipulated in the company's Charter. If paid in cash, the payment must be made in Vietnamese Dong and according to the payment methods prescribed by law.

4. Dividends must be fully paid within 06 months from the date of the annual General Meeting of Shareholders. The Board of Directors shall prepare the list of shareholders entitled to receive dividends, determine the dividend rate for each share, the payment period, and the form of payment at the latest 30 days before each dividend payment. Notice of dividend payment must be sent in a manner that ensures it reaches the shareholders at the address registered in the shareholder register no later than 15 days before the dividend payment. The notice must include the following contents:

a) The company's name and the address of its headquarters;

b) Full name, contact address, nationality, and legal document number of the individual shareholder;

c) Name, business registration number or legal document number of the organization, and the address of its headquarters for organizational shareholders;

d) The number of shares of each type held by the shareholder; the dividend rate for each share and the total dividend that the shareholder is entitled to receive;

e) Timing and method of dividend payment;

f) Full name, signature of the Chairman of the Board of Directors and the company’s legal representative.

5. In the case where a shareholder transfers their shares during the period between the completion of the shareholder list and the dividend payment date, the transferor is entitled to receive the dividend from the company.

6. In the case of paying dividends in shares, the company is not required to carry out the share offering procedures according to the provisions in Articles 123, 124, and 125 of this Law. The company must register an increase in charter capital corresponding to the total par value of the shares used to pay dividends within 10 days from the date of completing the dividend payment.

Article 136. Recovery of money for repurchased shares or dividends

In case the payment for repurchased shares violates the provisions of Clause 1, Article 134 of this Law, or the dividend payment violates the provisions of Article 135 of this Law, the shareholder must return to the company the money or other assets received; if the shareholder cannot return them to the company, all members of the Board of Directors shall be jointly responsible for the company's debts and other asset obligations up to the value of the money or assets already paid to the shareholder that have not been returned.

Article 137. Organizational structure for managing a joint-stock company

1. Except where otherwise provided by securities laws, a joint-stock company has the right to choose its management organization and operate according to one of the following two models:

a) General Meeting of Shareholders, Board of Directors, Supervisory Board, and Director or General Director. In the case where a joint-stock company has fewer than 11 shareholders and the shareholders are organizations owning less than 50% of the company's total shares, the establishment of a Supervisory Board is not mandatory;

b) General Meeting of Shareholders, Board of Directors, and Director or General Director. In this case, at least 20% of the members of the Board of Directors must be independent members, and there must be an Audit Committee under the Board of Directors. The organizational structure, functions, and duties of the Audit Committee are stipulated in the company's Charter or in the regulations on the operation of the Audit Committee issued by the Board of Directors.

2. In the case where a company has only one legal representative, the Chairman of the Board of Directors or the Director or the General Director shall be the legal representative of the company. If the charter does not have any provisions in this regard, the Chairman of the Board of Directors shall be the legal representative of the company. In the case where the company has more than one legal representative, the Chairman of the Board of Directors and the Director or General Director shall automatically be the legal representatives of the company.

Article 138. Rights and obligations of the General Meeting of Shareholders

1. The General Meeting of Shareholders includes all shareholders with voting rights and is the highest decision-making body of the joint-stock company.

2. The General Meeting of Shareholders has the following rights and obligations:

a) Approving the company's development orientation;

b) Deciding on the type and total number of shares of each type that can be offered for sale; deciding the annual dividend rate for each type of share;

c) Elect, dismiss, or remove members of the Board of Directors and Supervisors;

d) Decide to invest in or sell assets with a value of 35% or more of the total asset value recorded in the company's most recent financial statements, unless the company's Charter stipulates another ratio or value;

đ) Decide to amend or supplement the company's Charter;

e) Approve the annual financial statements;

g) Decide to repurchase more than 10% of the total issued shares of each type;

h) Review and handle violations by members of the Board of Directors and Supervisors that cause damage to the company and its shareholders;

i) Decide on the reorganization or dissolution of the company.

k) Deciding the budget or the total amount of remuneration, bonuses, and other benefits for the Board of Directors and the Supervisory Board;

l) Approving the internal governance regulations; the operational regulations of the Board of Directors and the Supervisory Board;

m) Approving the list of independent audit companies; deciding on the independent audit company to conduct the company's audit, dismissing independent auditors when deemed necessary;

n) Other rights and obligations as prescribed by this Law and the company's charter.

Article 139. General Meeting of Shareholders

1. The General Meeting of Shareholders meets annually. Apart from the annual meeting, the General Meeting of Shareholders may hold extraordinary meetings. The meeting location of the General Meeting of Shareholders is determined as the place where the chairperson attends the meeting and must be within the territory of Vietnam.

2. The general meeting of shareholders must hold an annual meeting within 4 months from the end of the financial year. Except in cases where the company's charter provides otherwise, the Board of Directors may decide to extend the annual general meeting if necessary, but not more than 6 months from the end of the financial year.

3. The annual general meeting of shareholders shall discuss and approve the following matters:

a) The company's annual business plan;

b) Annual financial statements;

c) Report of the Board of Directors on governance and the performance of the Board of Directors and each member of the Board;

d) Report of the Supervisory Board on the company's business results, the performance of the Board of Directors, the Director or General Director;

e) Self-assessment report on the performance of the Supervisory Board and the Supervisors;

f) Dividend rate for each share of each type;

g) Other matters within its authority.

Article 140. Convening the General Meeting of Shareholders

1. The Board of Directors shall convene annual and extraordinary General Meetings of Shareholders. The Board of Directors shall convene an extraordinary General Meeting of Shareholders in the following cases:

a) The Board of Directors considers it necessary for the benefit of the company;

b) The number of remaining members of the Board of Directors or the Supervisory Board is less than the minimum number of members prescribed by law;

c) At the request of shareholders or a group of shareholders as stipulated in Clause 2, Article 115 of this Law;

d) At the request of the Supervisory Board;

e) Other cases as prescribed by law and the company’s charter.

2. Except in cases where the company charter provides otherwise, the Board of Directors must convene a General Meeting of Shareholders within 30 days from the date of the occurrence of the case specified in point b, clause 1 of this Article or from the receipt of the request to convene a meeting as prescribed in points c and d, clause 1 of this Article. In the event that the Board of Directors does not convene the General Meeting of Shareholders as required, the Chairman of the Board and the members of the Board of Directors must compensate for the damages incurred by the company.

3. In the event that the Board of Directors does not convene the General Meeting of Shareholders as prescribed in clause 2 of this Article, within the following 30 days, the Supervisory Board shall replace the Board of Directors in convening the General Meeting of Shareholders in accordance with the regulations of this Law. If the Supervisory Board does not convene the General Meeting of Shareholders as required, the Supervisory Board must compensate for the damages incurred by the company.

Supplementary provisions

4. In the case that the Supervisory Board does not convene a General Meeting of Shareholders as prescribed in Clause 3 of this Article, the shareholder or group of shareholders as prescribed in Clause 2, Article 115 of this Law has the right to represent the company to convene a General Meeting of Shareholders in accordance with the provisions of this Law.

5. The person convening the General Meeting of Shareholders must perform the following tasks:

a) Prepare a list of shareholders entitled to attend the meeting;

b) Provide information and resolve complaints related to the list of shareholders;

c) Prepare the program and content of the meeting;

d) Prepare documents for the meeting;

e) Draft resolutions of the General Meeting of Shareholders according to the expected content of the meeting; the list and detailed information of candidates in case of the election of members of the Board of Directors, Supervisors;

f) Determine the time and place of the meeting;

g) Send meeting invitations to each shareholder entitled to attend the meeting in accordance with the provisions of this Law;

h) Other work serving the meeting.

6. The expenses for convening and holding the General Meeting of Shareholders as prescribed in Clauses 2, 3, and 4 of this Article shall be reimbursed by the company.

Article 141. List of shareholders entitled to attend the General Meeting of Shareholders

Amended and supplemented provisions:

1. The list of shareholders entitled to attend the General Meeting of Shareholders is compiled based on the company's register of shareholders. The list of shareholders entitled to attend the General Meeting of Shareholders shall be compiled no more than 10 days before the date of sending the invitation to the General Meeting of Shareholders unless the company's charter prescribes a shorter period.

2. The list of shareholders entitled to attend the General Meeting of Shareholders must include full name, contact address, nationality, legal identification number for individual shareholders; name, business code or legal identification number of the organization, principal address for organizational shareholders; the number of shares of each type, number and registration date of each shareholder.

3. Shareholders have the right to inspect, look up, extract, and copy the names and contact addresses of shareholders in the list of shareholders entitled to attend the General Meeting of Shareholders; they may request corrections of incorrect information or supplementation of necessary information about themselves in the list of shareholders entitled to attend the General Meeting of Shareholders. The company manager must provide timely information in the shareholder register, correct, and supplement incorrect information at the request of shareholders; they are responsible for compensating for damages arising from failure to provide or from providing untimely or inaccurate information in the shareholder register as requested. The order and procedures for requesting information in the shareholder register shall be carried out according to the provisions of the company's Charter.

Article 142. Program and content of the General Meeting of Shareholders

1. The person convening the General Meeting of Shareholders must prepare the program and content of the meeting.

2. Shareholders or a group of shareholders specified in Clause 2, Article 115 of this Law have the right to propose issues to be included in the agenda of the General Meeting of Shareholders. The proposal must be in writing and submitted to the company no later than 03 working days before the opening date, except in cases where the company's Charter stipulates a different deadline. The proposal must clearly state the name of the shareholder, the number of each type of shares held by the shareholder, and the issues proposed to be included in the meeting agenda.

3. In the event that the person convening the General Meeting of Shareholders refuses a proposal stipulated in Clause 2 of this Article, they must respond in writing no later than 02 working days before the opening of the General Meeting of Shareholders, stating the reasons clearly. The person convening the General Meeting of Shareholders may only refuse a proposal if it falls under one of the following cases:

a) The proposal was sent in a manner not in accordance with the provisions of Clause 2 of this Article;

b) The proposed issue is not within the authority of the General Meeting of Shareholders to decide;

c) Other cases as prescribed in the company's charter.

4. The person convening the General Meeting of Shareholders must accept and include the proposal stipulated in Clause 2 of this Article in the draft agenda and content of the meeting, except in cases specified in Clause 3 of this Article; the proposal is officially added to the agenda and content of the meeting if approved by the General Meeting of Shareholders.

Article 143. Invitation to the General Meeting of Shareholders

1. The convener of the General Meeting of Shareholders must send a meeting invitation to all shareholders on the list of shareholders entitled to attend the meeting no later than 21 days before the opening date unless the company's charter stipulates a longer period. The meeting invitation must include the name, address of the head office, business registration number; name, contact address of the shareholder, time, meeting location, and other requirements for the attendees.

2. The meeting invitation shall be sent in a manner that ensures it reaches the shareholder's contact address and posted on the company's electronic information page; in cases where the company deems it necessary, it may also be published in the daily newspaper of the central or local authorities in accordance with the company's charter provisions.

3. The meeting invitation must be accompanied by the following documents:

a) The meeting agenda, materials used in the meeting, and draft resolutions for each issue on the agenda;

b) Voting ballots.

4. In the case where the company has a website, sending meeting documents along with the meeting invitation as stipulated in Clause 3 of this Article can be replaced by posting them on the company's website. In this case, the meeting invitation must clearly state the place and method for downloading the documents.

Article 144. Exercising the right to attend the General Meeting of Shareholders

1. Shareholders, or authorized representatives of shareholders that are organizations, may directly attend the meeting, authorize in writing one or more other individuals or organizations to attend the meeting, or attend the meeting through one of the forms prescribed in Clause 3 of this Article.

2. The authorization for an individual or organization to represent and attend the General Meeting of Shareholders must be documented in writing. The authorization document shall be made in accordance with civil law provisions and must clearly state the name of the individual or organization authorized and the number of shares authorized. The individual or organization authorized to attend the General Meeting of Shareholders must present the authorization document when registering to attend the meeting before entering the meeting room.

3. A shareholder is considered to have attended and voted at the General Meeting of Shareholders in the following cases:

a) Attending and voting directly at the meeting;

b) Authorizing another individual or organization to attend and vote at the meeting;

c) Attending and voting through an online conference, electronic voting, or other electronic forms;

d) Sending a voting ballot to the meeting via mail, fax, or email;

d) Sending a voting ballot by other means as stipulated in the company's charter.

Article 145. Conditions for holding a General Meeting of Shareholders

1. The General Meeting of Shareholders is held when the shareholders attending the meeting represent more than 50% of the total voting shares; the specific ratio is stipulated by the company's charter.

2. In case the first meeting does not meet the conditions to be held as prescribed in clause 1 of this Article, the notice for the second meeting must be sent within 30 days from the date of the intended first meeting, unless otherwise stipulated in the company's charter. The second General Meeting of Shareholders shall be held when the shareholders attending the meeting represent at least 33% of the total voting shares; the specific ratio is stipulated by the company's charter.

3. In the event that the second meeting does not meet the conditions to be held as prescribed in Clause 2 of this Article, the notice of the third meeting must be sent within 20 days from the intended date of the second meeting, unless the company's Charter provides otherwise. The third general meeting of shareholders shall be conducted regardless of the total number of votes of the attending shareholders.

4. Only the General Meeting of Shareholders has the right to decide to change the meeting agenda that was attached to the notice of the meeting in accordance with the provisions of Article 142 of this Law.

Article 146. Form of conducting the meeting and voting at the General Meeting of Shareholders

In the case that the company's Charter contains no other provisions, the form of conducting the meeting and voting at the General Meeting of Shareholders shall be implemented as follows:

1. Before opening the meeting, the registration of shareholders attending the General Meeting of Shareholders must be carried out;

2. The election of the chairperson, secretary, and vote-counting committee is regulated as follows:

a) The Chairman of the Board of Directors serves as the chairperson or authorizes another member of the Board of Directors to chair the General Meeting of Shareholders convened by the Board of Directors; in the event that the Chairman is absent or temporarily unable to work, the remaining members of the Board of Directors elect one of them to chair the meeting according to the majority principle; if no chairperson can be elected, the Head of the Supervisory Board shall organize for the General Meeting of Shareholders to elect a chairperson, and the person receiving the highest number of votes shall preside over the meeting;

b) Except for the case specified in point a of this clause, the person who signed the notice of the General Meeting of Shareholders shall organize for the General Meeting of Shareholders to elect a chairperson, and the person receiving the highest number of votes shall preside over the meeting;

c) The chairperson appoints one or more persons as the secretary of the meeting;

d) The General Meeting of Shareholders elects one or several persons to the ballot counting committee according to the proposal of the chairman of the meeting;

3. The agenda and content of the meeting must be approved by the General Meeting of Shareholders at the opening session. The agenda must specify the time for each issue in the meeting program;

4. The chairman has the right to take necessary and reasonable measures to conduct the meeting in an orderly manner, in accordance with the approved agenda, and reflecting the wishes of the majority of participants;

5. The General Meeting of Shareholders discusses and votes on each issue in the agenda. Voting is carried out by approval, disapproval, and abstention. The results of the ballot counting are announced by the chairman immediately before the meeting is adjourned, unless otherwise stipulated in the company's charter;

6. Shareholders or authorized representatives who attend the meeting after it has commenced are still allowed to register and have the right to vote immediately after registration; in this case, the validity of the matters that have been voted on previously remains unchanged;

7. The person convening the meeting or the chairperson of the General Meeting of Shareholders has the following rights:

a) To require all attendees to undergo checks or other lawful, reasonable security measures;

b) To request that competent authorities maintain order during the meeting; to expel those who do not comply with the chairperson's authority, deliberately disrupt the order, prevent the normal progress of the meeting, or fail to comply with security check requirements from the General Meeting of Shareholders;

8. The chairperson has the right to postpone the General Meeting of Shareholders, which has reached the required number of registered attendees, for a maximum of 03 working days from the originally scheduled meeting date and may only postpone the meeting or change the meeting venue in the following cases:

a) The meeting venue does not have enough convenient seating for all attendees;

b) Information facilities at the meeting venue are insufficient to allow shareholders to participate, discuss, and vote;

c) Attendees obstruct, disturb the order, or pose a risk of preventing the meeting from being conducted fairly and legally.

9. In the case that the chairperson postpones or temporarily suspends the General Meeting of Shareholders contrary to the provisions in Clause 8 of this Article, the General Meeting of Shareholders shall elect another person from among the attendees to replace the chairperson and conduct the meeting until its conclusion; all resolutions passed at that meeting shall be effective.

Article 147. Form of approval of resolutions of the General Meeting of Shareholders

1. The General Meeting of Shareholders shall approve resolutions within its authority either by voting at a meeting or by collecting opinions in writing.

2. Unless otherwise provided in the Company's Charter, resolutions of the General Meeting of Shareholders on the following matters must be approved by voting at the General Meeting of Shareholders:

a) Amending or supplementing the contents of the Company Charter;

b) The company's development orientation;

c) Types of shares and the total number of shares of each type;

d) Electing, dismissing, or removing members of the Board of Directors and the Supervisory Board;

e) Deciding to invest in or sell assets valued at 35% or more of the total asset value recorded in the company’s most recent financial statements, except where the Company Charter provides for a different ratio or value;

e) Approve the annual financial statements;

g) Restructuring or dissolving the company.

Article 148. Conditions for the adoption of the General Meeting of Shareholders' resolutions

Amended and supplemented provisions:

1. Resolutions on the following matters shall be adopted if approved by shareholders representing at least 65% of the total voting shares of all attending shareholders, except in cases specified in Clauses 3, 4, and 6 of this Article; the specific ratio is stipulated in the company's charter:

a) The type of shares and the total number of shares of each type;

b) Change of business sectors, industries, and fields;

c) Change in the company's management organizational structure;

d) Investment projects or sale of assets with a value of 35% or more of the total assets recorded in the company's most recent financial statements, except when the company's charter stipulates a different ratio or value;

e) Reorganization or dissolution of the company;

f) Other matters as stipulated in the company's charter.

Amended and supplemented provisions:

2. Resolutions are passed if approved by shareholders holding more than 50% of the total voting shares of all shareholders present at the meeting, except in cases specified in Clauses 1, 3, 4, and 6 of this Article; the specific ratio is stipulated by the company's charter.

3. Except where the company's Charter provides otherwise, the voting for the election of members of the Board of Directors and the Supervisory Board must be carried out by cumulative voting, whereby each shareholder has a total number of votes corresponding to the total number of shares owned multiplied by the number of members to be elected to the Board of Directors or the Supervisory Board, and the shareholder has the right to allocate all or part of their total votes to one or several candidates. The elected member of the Board of Directors or the Supervisory Board is determined according to the number of votes from highest to lowest, starting from the candidate with the highest number of votes until reaching the number of members prescribed in the company's Charter. In the event that there are two or more candidates receiving the same number of votes for the last member of the Board of Directors or the Supervisory Board, a re-election will be conducted among the candidates with the same number of votes, or selection will be made according to the criteria specified in the election regulations or the company's Charter.

4. In the case of adopting a resolution in the form of written opinion collection, the general meeting resolution is passed if approved by shareholders holding more than 50% of the total voting shares of all shareholders entitled to vote; the specific ratio is stipulated by the company's charter.

5. General meeting resolutions must be notified to shareholders entitled to attend the general meeting within 15 days from the date of adoption; in the case the company has an information website, sending the resolution may be replaced by posting it on the company's website.

6. Resolutions of the General Meeting of Shareholders on content that adversely changes the rights and obligations of shareholders holding preferred shares shall only be approved if approved by shareholders holding the same type of preferred shares who are present in the meeting, holding at least 75% of the total number of such preferred shares, or approved by shareholders holding the same type of preferred shares owning at least 75% of the total number of such preferred shares in the case of passing the resolution in the form of written opinions.

Article 149. Authority and procedure for obtaining shareholders' opinions in writing to pass resolutions of the General Meeting of Shareholders

In cases where the company charter does not provide otherwise, the authority and procedure for obtaining shareholders' opinions in writing to pass resolutions of the General Meeting of Shareholders shall be carried out according to the following provisions:

1. The Board of Directors has the right to obtain shareholders' opinions in writing to approve the resolutions of the General Meeting of Shareholders when deemed necessary for the benefit of the company, except in the cases stipulated in Clause 2, Article 147 of this Law;

2. The Board of Directors shall prepare the voting ballots, the draft resolution of the General Meeting of Shareholders, the explanatory documents of the draft resolution, and send them to all shareholders entitled to vote no later than 10 days before the deadline for returning the voting ballots, unless the company’s charter stipulates a longer period. The list of shareholders to be sent the voting ballots shall be prepared in accordance with the provisions of Clause 1 and Clause 2 of Article 141 of this Law. The requirements and method of sending voting ballots and accompanying documents shall be carried out in accordance with the provisions of Article 143 of this Law;

3. The opinion ballot must include the following main contents:

a) Name, headquarters address, enterprise code;

b) Purpose of collecting opinions;

c) Full name, contact address, nationality, legal document number of individuals for shareholders who are individuals; name, business registration number or legal document number of the organization, and head office address for shareholders who are organizations, or full name, contact address, nationality, legal document number of the individual for representatives of organizational shareholders; number of shares of each type and the number of votes of the shareholder;

d) Matters requiring opinion for approval;

e) Voting options including agree, disagree, and no opinion;

f) Deadline for submitting the completed opinion cards to the company;

g) Full name and signature of the Chairman of the Board of Directors;

4. Shareholders may send the completed opinion cards to the company by mail, fax, or email according to the following regulations:

a) In the case of sending letters, the opinion forms that have been returned must bear the signature of the individual shareholder, the authorized representative, or the legal representative of the shareholder as an organization. Opinion forms sent back to the company must be enclosed in a sealed envelope, and no one is allowed to open it before the vote counting;

b) In the case of sending by fax or email, opinion forms sent back to the company must remain confidential until the vote counting;

c) Opinion forms sent back to the company after the deadline specified in the content of the opinion form, or that have been opened in the case of letters and disclosed in the case of fax or email, are invalid. Opinion forms that are not sent back are considered as non-participating votes;

5. The board of directors organizes the vote counting and drafts the vote counting minutes under the witnessing and supervision of the Supervisory Board or shareholders not holding management positions in the company. The vote counting minutes must include the following main contents:

a) Name, headquarters address, enterprise code;

b) The purpose and issues to be voted on for resolution approval;

c) The number of shareholders with the total number of voting shares participating in the vote, distinguishing between valid and invalid votes and the method of sending votes, along with an appendix listing the shareholders who participated in the vote;

d) The total number of votes in favor, against, and abstentions for each issue;

d) The issues that have been approved and the corresponding approval voting ratios;

e) Full names, signatures of the Chairman of the Board, the vote counting supervisor, and the vote counters.

Members of the Board of Directors, vote counters, and vote supervisors shall be jointly responsible for the honesty and accuracy of the vote counting minutes; jointly responsible for any damages arising from decisions passed due to dishonest or inaccurate vote counting;

6. The ballot counting minutes and resolutions must be sent to the shareholders within 15 days from the date of the completion of ballot counting. In case the company has an electronic information page, sending the ballot counting minutes and resolutions can be replaced by posting them on the company's electronic information page;

7. The answered opinion ballots, the ballot counting minutes, the resolutions that have been approved, and documents related to the opinion ballots are kept at the company's headquarters;

8. Resolutions passed in the form of written shareholder opinions are as valid as resolutions passed at the General Meeting of Shareholders.

Article 150. Minutes of the General Meeting of Shareholders

1. The General Shareholders' Meeting must be recorded in minutes and may be audio recorded or recorded and stored in other electronic forms. The minutes must be made in Vietnamese, may also be made in a foreign language, and must include the following main contents:

a) Name, headquarters address, enterprise code;

b) Time and place of the General Meeting of Shareholders;

c) The program and content of the meeting;

d) Full names of the chairman and the secretary;

d) A summary of the course of the meeting and the opinions expressed at the General Meeting of Shareholders on each issue in the meeting agenda;

e) The number of shareholders and the total number of votes of the attending shareholders, the appendix of the registered shareholders list, shareholders' representatives attending the meeting with the corresponding number of shares and votes;

g) The total number of votes for each issue being voted on, specifying the voting method, the total number of valid votes, invalid votes, votes in favor, votes against, and abstentions; the corresponding ratio on the total number of votes of the attending shareholders;

h) Issues that have been approved and the corresponding approval voting ratios;

i) Full names and signatures of the chairperson and the secretary.

In case the chairperson or the secretary refuses to sign the meeting minutes, the minutes are valid if signed by all other members of the Board of Directors present at the meeting and contain all the contents as prescribed in this clause. The meeting minutes must clearly state that the chairperson or secretary refused to sign the minutes.

2. The minutes of the General Meeting of Shareholders must be completed and approved before the meeting concludes.

3. The chairperson and secretary of the meeting or other signatories of the minutes shall bear joint responsibility for the truthfulness and accuracy of the contents of the minutes.

4. Minutes prepared in Vietnamese and in a foreign language have the same legal validity. In case of any differences in content between the minutes in Vietnamese and those in a foreign language, the content in the Vietnamese minutes shall prevail.

5. The minutes of the General Meeting of Shareholders must be sent to all shareholders within 15 days from the date of the meeting; sending the vote-counting minutes may be replaced by posting them on the company's electronic information page.

6. The minutes of the General Meeting of Shareholders, the appendix of the list of shareholders registered to attend, the resolutions that have been approved, and documents related sent along with the meeting invitation notice must be kept at the company's head office.

Article 151. Request for annulment of the resolutions of the General Meeting of Shareholders

Within 90 days from the date of receiving the resolution or the minutes of the General Meeting of Shareholders or the minutes of the vote collection results of the General Meeting of Shareholders, shareholders or groups of shareholders specified in Clause 2, Article 115 of this Law have the right to request the Court or Arbitration to review and cancel the resolution or part of the content of the General Meeting of Shareholders' resolution in the following cases:

1. The procedure for convening the meeting and making decisions of the General Meeting of Shareholders seriously violates the provisions of this Law and the company's charter, except in the case specified in Clause 2, Article 152 of this Law;

2. The content of the resolution violates the law or the company's charter.

Article 152. Effectiveness of the General Meeting of Shareholders' Resolution

1. The resolution of the General Meeting of Shareholders takes effect from the date it is passed or from the effective date recorded in that resolution.

2. A resolution of the General Meeting of Shareholders passed by 100% of the total voting shares is legal and effective even if the procedure for convening the meeting and passing the resolution violates the provisions of this Law and the company's charter.

3. In the case where a shareholder or a group of shareholders requests a Court or Arbitration to annul a resolution of the General Meeting of Shareholders under the provisions of Article 151 of this Law, that resolution shall remain effective until the Court or Arbitration's decision to annul the resolution takes effect, except in cases where temporary emergency measures are applied under the decision of the competent authority.

Article 153. Board of Directors

1. The Board of Directors is the company's management body, having full authority on behalf of the company to decide and exercise the company's rights and obligations, except for the rights and obligations under the authority of the General Meeting of Shareholders.

2. The Board of Directors has the following rights and obligations:

a) Decide on the company's strategy, mid-term development plan, and annual business plan;

b) Recommend the types of shares and the total number of shares authorized for offering for each type;

c) Decide on the sale of unsold shares within the authorized number of shares for each type; decide on raising additional capital through other forms;

d) Decide on the selling price of the company's shares and bonds;

d) Decide on the repurchase of shares according to the provisions of Clause 1 and Clause 2, Article 133 of this Law;

e) Decide on investment plans and investment projects within the authority and limits prescribed by law;

g) Decide on solutions for market development, marketing, and technology;

h) Through contracts for purchase, sale, borrowing, lending, and other transactions with a value of 35% or more of the total asset value recorded in the company’s most recent financial statements, except in cases where the company’s charter stipulates a different ratio or value, and contracts or transactions that fall under the decision-making authority of the General Meeting of Shareholders as prescribed in point d, clause 2, Article 138, and clauses 1 and 3, Article 167 of this Law;

i) Elect, dismiss, remove the Chairman of the Board of Directors; appoint, dismiss, sign contracts, terminate contracts for the Director or General Director and other key managers as prescribed by the company's charter; decide on the salaries, remuneration, bonuses, and other benefits of those managers; appoint representatives by authorization to participate in the Members' Council or General Meeting of Shareholders of other companies, and decide on the remuneration and other benefits of those representatives;

k) Supervise and direct the Director or General Director and other managers in managing the company's daily business activities;

l) Decide on the organizational structure, internal management regulations of the company, decide on the establishment of subsidiaries, branches, representative offices, and on capital contribution or purchase of shares in other enterprises;

m) Approve the programs and contents of materials serving the General Meeting of Shareholders, convene the General Meeting of Shareholders, or collect opinions for the General Meeting of Shareholders to approve resolutions;

n) Submit annual financial statements to the General Meeting of Shareholders;

o) Propose the dividend rate to be paid; decide the timing and procedure for paying dividends or handling losses arising from business operations;

p) Propose the reorganization or dissolution of the company; request the bankruptcy of the company;

q) Other rights and obligations as prescribed by this Law and the company's Charter.

3. The Board of Directors approves resolutions and decisions by voting at meetings, collecting opinions in writing, or by other forms prescribed in the company's Charter. Each member of the Board of Directors has one vote.

4. In the case where a resolution or decision adopted by the Board of Directors violates the provisions of the law, the resolution of the General Meeting of Shareholders, or the company's charter, causing damage to the company, the members who agree to adopt such resolution or decision must be jointly responsible for that resolution or decision and must compensate for the company's losses; members who oppose the adoption of the said resolution or decision are exempt from liability. In this case, the company's shareholders have the right to request the Court to suspend or annul the said resolution or decision.

Article 154. Term and number of members of the Board of Directors

1. The Board of Directors consists of 03 to 11 members. The company's charter specifies the exact number of members of the Board of Directors.

2. The term of office of a member of the Board of Directors shall not exceed 5 years and may be re-elected for an unlimited number of terms. An individual may only be elected as an independent member of the Board of Directors of a company for no more than 2 consecutive terms.

3. In the case that all members of the Board of Directors end their terms at the same time, these members shall continue to serve as members of the Board of Directors until new members are elected to replace them and take over the duties, except where the company charter provides otherwise.

4. The company charter shall specifically regulate the number, rights, obligations, organization, and coordination of activities of independent members of the Board of Directors.

Article 155. Organizational structure, standards, and conditions for being a member of the Board of Directors

1. Members of the Board of Directors must meet the following standards and conditions:

a) Not belong to the subjects specified in Clause 2, Article 17 of this Law;

b) Have professional qualifications and experience in business administration or in the company's business sector, industry, or profession, and are not necessarily shareholders of the company, except where the company's Charter provides otherwise;

c) A member of the company's Board of Directors may simultaneously be a member of the Board of Directors of another company;

d) For state-owned enterprises as prescribed in point b, clause 1, Article 88 of this Law and subsidiaries of state-owned enterprises as prescribed in clause 1, Article 88 of this Law, a member of the Board of Directors must not be a family member of the Director, General Director, or other managers of the company; or of the manager who has the authority to appoint managers of the parent company.

2. Except in cases where the securities law provisions stipulate otherwise, an independent member of the Board of Directors according to point b, clause 1, Article 137 of this Law must meet the following standards and conditions:

a) Not being a person currently working for the company, the parent company, or a subsidiary of the company; not having worked for the company, the parent company, or a subsidiary of the company for at least the past 03 consecutive years;

b) Not receiving a salary or remuneration from the company, except for allowances that Board members are entitled to according to regulations;

c) Not having a spouse, father, adoptive father, mother, adoptive mother, biological child, adopted child, older brother, older sister, or younger sibling who is a major shareholder of the company; not being a manager of the company or a subsidiary of the company;

d) Not directly or indirectly owning at least 01% of the total voting shares of the company;

d) Has not been a member of the Board of Directors or the Supervisory Board of the company for at least 5 consecutive years prior, except in the case of continuous appointment for 2 terms.

3. An independent member of the Board of Directors must notify the Board of Directors in the event that they no longer meet the standards and conditions stipulated in clause 2 of this Article and shall automatically cease to be an independent member of the Board of Directors from the day they no longer meet such standards and conditions. The Board of Directors must announce the case in which an independent member of the Board of Directors no longer meets the standards and conditions at the nearest General Meeting of Shareholders or convene the General Meeting of Shareholders to elect additional or replacement independent members of the Board of Directors within 6 months from the date of receiving the notice from the relevant independent member of the Board of Directors.

Article 156. Chairman of the Board of Directors

1. The Chairperson of the Board of Directors is elected, dismissed, or removed by the Board of Directors from among its members.

2. The Chairperson of the Board of Directors of a public company and a joint-stock company specified in Point b, Clause 1, Article 88 of this Law shall not concurrently hold the position of Director or General Director.

3. The Chairperson of the Board of Directors has the following rights and obligations:

a) Establish the program and operational plan of the Board of Directors;

b) Prepare the agenda, content, and materials for the meeting; convene, preside over, and chair the Board of Directors meeting;

c) Organize the adoption of resolutions and decisions of the Board of Directors;

d) Supervise the implementation process of resolutions and decisions of the Board of Directors;

đ) Chair the meeting of the General Meeting of Shareholders;

e) Other rights and obligations as prescribed by this Law and the company's charter.

4. In the event that the Chairman of the Board of Directors is absent or unable to perform his or her duties, a written authorization must be given to another member to exercise the rights and obligations of the Chairman of the Board of Directors in accordance with the principles stipulated in the company's charter. In case there is no authorized person, or the Chairman of the Board of Directors dies, goes missing, is detained, is serving a prison sentence, is undergoing administrative handling measures at a compulsory rehabilitation facility or a compulsory educational institution, flees from the place of residence, is restricted or loses civil act capacity, has difficulties in cognition or self-control, is prohibited by the court from holding a position, practicing a profession, or performing certain work, the remaining members shall elect one among them to serve as Chairman of the Board of Directors according to the principle that the majority of the remaining members agree, until a new decision is made by the Board of Directors.

5. When deemed necessary, the Board of Directors decides to appoint a company secretary. The company secretary has the following rights and obligations:

a) Assisting in organizing the convening of General Meeting of Shareholders and Board of Directors meetings; recording meeting minutes;

b) Assisting members of the Board of Directors in exercising their assigned rights and obligations;

c) Assisting the Board of Directors in applying and implementing corporate governance principles;

d) Assisting the company in building shareholder relations and protecting the legal rights and interests of shareholders; ensuring compliance with information disclosure obligations and administrative procedures;

e) Other rights and obligations as stipulated in the company charter.

Article 157. Board of Directors Meetings

1. The Chairman of the Board of Directors is elected at the first meeting of the Board of Directors within 07 working days from the date of the conclusion of the election of that Board of Directors. This meeting is convened and chaired by the member with the highest number of votes or the highest voting percentage. In case there is more than one member with the highest and equal number of votes or voting percentage, the members shall vote by majority principle to select 01 person among them to convene the Board meeting.

2. The Board of Directors meets at least once every quarter and may hold extraordinary meetings.

3. The Chairman of the Board convenes a Board meeting in the following cases:

a) At the proposal of the Supervisory Board or independent members of the Board of Directors;

b) At the proposal of the Director or General Director or at least 05 other managers;

c) At the proposal of at least 02 members of the Board of Directors;

d) Other cases as prescribed by the company's charter.

4. The request specified in Clause 3 of this Article must be made in writing, clearly stating the purpose, the issues to be discussed, and the decisions within the authority of the Board of Directors.

5. The Chairman of the Board of Directors must convene a Board meeting within 07 working days from the date of receiving the request specified in Clause 3 of this Article. In case the Chairman does not convene the Board meeting according to the request, the Chairman shall be responsible for any damages incurred by the company; the requester has the right to convene the Board meeting in place of the Chairman of the Board.

6. The Chairman of the Board of Directors or the person convening the Board meeting must send the meeting invitation notice no later than 03 working days before the meeting date unless the company's charter provides otherwise. The meeting invitation notice must specify the time and location of the meeting, the agenda, and the issues for discussion and decision. The meeting invitation notice must be accompanied by the documents to be used at the meeting and the voting slips of the members.

Notice of a Board of Directors meeting can be sent by invitation letter, telephone, fax, electronic means, or other methods prescribed by the company's charter and ensured to reach the contact address of each member of the Board of Directors registered with the company.

7. The Chairman of the Board of Directors or the convener sends the meeting invitation and accompanying documents to the Supervisors in the same manner as to the members of the Board of Directors.

The controller has the right to attend Board of Directors meetings; has the right to discuss but not vote.

8. A Board of Directors meeting shall be held when at least three-quarters of the total members attend. In the event that a meeting convened under this provision does not have the required number of members present, a second meeting shall be convened within 07 days from the date of the first planned meeting, except where the company's charter stipulates a shorter period. In this case, the meeting shall be held if more than half of the Board of Directors members attend.

9. A member of the Board of Directors is considered to be present and to vote at the meeting in the following cases:

a) Attending and voting directly at the meeting;

b) Authorizing another person to attend the meeting and vote in accordance with the provisions of clause 11 of this Article;

c) Attending and voting through an online conference, electronic voting, or other electronic forms;

d) Sending a ballot to the meeting via mail, fax, or email;

d) Sending a voting ballot by other means as stipulated in the company's charter.

10. In the case of sending voting ballots to the meeting by mail, the voting ballot must be enclosed in a sealed envelope and must be delivered to the Chairman of the Board of Directors no later than 01 hour before the opening. Voting ballots may only be opened in the presence of all attendees of the meeting.

11. Members must attend all meetings of the Board of Directors. Members may authorize others to attend and vote if approved by the majority of Board members.

12. Unless the company's charter stipulates a higher ratio, resolutions and decisions of the Board of Directors are approved if the majority of attending members agree; in the case of an equal number of votes, the final decision belongs to the side supported by the opinion of the Chairman of the Board of Directors.

Article 158. Minutes of the Board of Directors meeting

1. Meetings of the Board of Directors must be recorded in minutes and may be audio-recorded, recorded, and stored in other electronic forms. The minutes must be prepared in Vietnamese and may also be prepared in a foreign language, including the following main contents:

a) Name, headquarters address, enterprise code;

b) Time and place of the meeting;

c) Purpose, program, and content of the meeting;

d) Full names of each attending member or authorized representative attending the meeting and the manner of attendance; full names of absent members and reasons;

đ) Issues discussed and voted on at the meeting;

e) Summary of each attending member's statements in the order of the meeting's progression;

g) Voting results specifying members in favor, against, and those who did not express an opinion;

h) Matters that have been approved and the corresponding approval voting ratio;

i) Full name, signature of the chairperson and the minutes taker, except in cases prescribed in Clause 2 of this Article.

Amended and supplemented provisions:

2. In cases where the chairperson or the minutes taker refuses to sign the meeting minutes, if all other members of the Board of Directors attending the meeting sign and the minutes contain all the contents prescribed in points a, b, c, d, đ, e, g, and h of Clause 1 of this Article, then these minutes are valid.

3. The chairperson, the minutes taker, and those who sign the minutes are responsible for the truthfulness and accuracy of the contents of the Board of Directors meeting minutes.

4. The minutes of the Board of Directors meeting and documents used in the meeting must be kept at the company's headquarters.

5. Minutes prepared in Vietnamese and in a foreign language have the same legal validity. In case of differences in content between the minutes in Vietnamese and in a foreign language, the contents of the minutes in Vietnamese shall prevail.

Article 159. The right to receive information of members of the Board of Directors

1. Members of the Board of Directors have the right to request the Director, Deputy Director, or General Director, Deputy General Director, and other managers in the company to provide information and documents regarding the financial situation and business operations of the company and its units within the company.

2. The requested manager must provide information and documents timely, fully, and accurately as requested by the members of the Board of Directors. The procedures for requesting and providing information are prescribed by the company's Charter.

Article 160. Dismissal, removal, replacement, and addition of members of the Board of Directors

1. The General Meeting of Shareholders shall dismiss members of the Board of Directors in the following cases:

a) They do not meet the standards and conditions as prescribed in Article 155 of this Law;

b) They submit a resignation letter and it is approved;

c) Other cases provided for in the company's Charter.

2. The General Meeting of Shareholders shall remove members of the Board of Directors in the following cases:

a) Failing to participate in the activities of the Board of Directors for 06 consecutive months, except in cases of force majeure;

b) Other cases specified in the Company Charter.

3. When deemed necessary, the General Meeting of Shareholders decides to replace members of the Board of Directors; dismiss or remove Board members outside the cases specified in clauses 1 and 2 of this Article.

4. The Board of Directors must convene a General Meeting of Shareholders to elect additional Board members in the following cases:

a) The number of Board members is reduced by more than one-third compared to the number prescribed in the Company Charter. In this case, the Board of Directors must convene a General Meeting of Shareholders within 60 days from the date the number of members is reduced by more than one-third;

b) The number of independent members of the Board of Directors decreases, failing to ensure the ratio prescribed in point b, clause 1, Article 137 of this Law;

c) Except in cases specified in points a and b of this clause, the General Meeting of Shareholders elects new members to replace the members of the Board of Directors who have been dismissed or removed at the most recent meeting.

Article 161. Audit Committee

1. The audit committee is a specialized body under the Board of Directors. The audit committee has at least 2 members. The chairman of the audit committee must be an independent member of the Board of Directors. Other members of the audit committee must be non-executive members of the Board of Directors.

2. The audit committee passes decisions by voting at meetings, collecting opinions in writing, or other forms as stipulated by the company's charter or the audit committee's operational regulations. Each member of the audit committee has one vote. Except in cases where the company's charter or the audit committee's operational regulations stipulate a higher ratio, decisions of the audit committee are approved if the majority of attending members agree; in case of a tie, the final decision belongs to the side supported by the chairman of the audit committee.

3. The audit committee has the following rights and obligations:

a) Supervise the accuracy of the company's financial statements and official disclosures related to the company's financial results;

b) Review the internal control and risk management system;

c) Review transactions with related parties that require approval from the Board of Directors or the General Meeting of Shareholders and make recommendations on transactions that need approval from the Board of Directors or the General Meeting of Shareholders;

d) Supervise the company's internal audit department;

e) Propose the independent audit firm, its remuneration, and contract terms with the audit firm for the Board of Directors to approve before submitting to the annual General Meeting of Shareholders;

f) Monitor and assess the independence and objectivity of the audit firm and the effectiveness of the audit process, especially in cases where the company uses non-audit services from the audit firm;

g) Supervision to ensure that the company complies with legal regulations, requirements of regulatory authorities, and other internal company regulations.

Article 162. Director, General Director of the company

1. The Board of Directors appoints a member of the Board or hires another person to be the Director or General Director.

2. The Director or General Director is the person who manages the daily business operations of the company; is subject to supervision by the Board of Directors; is responsible to the Board of Directors and before the law for performing the delegated rights and obligations.

The term of the Director or General Director shall not exceed 05 years and may be reappointed for an unlimited number of terms.

3. The Director or General Director has the following rights and obligations:

a) Decide on matters related to the daily business operations of the company that are not within the authority of the Board of Directors;

b) Organize the implementation of resolutions and decisions of the Board of Directors;

c) Organize the implementation of the company's business plan and investment plan;

d) Propose plans for organizational structure and internal management regulations of the company;

dd) Appoint, dismiss, or remove management positions within the company, except for positions under the authority of the Board of Directors;

e) Decide on salaries and other benefits for employees in the company, including managers appointed by the Director or General Director;

g) Recruit employees;

h) Propose plans for dividend distribution or dealing with business losses;

i) Other rights and obligations as stipulated by law, the company's charter, and resolutions and decisions of the Board of Directors.

4. The Director or General Director must manage the day-to-day business activities of the company in accordance with the provisions of the law, the company's charter, the labor contract signed with the company, and the resolutions and decisions of the Board of Directors. In case of management contrary to the provisions of this clause causing damage to the company, the Director or General Director shall be held legally responsible and must compensate the company for the damage.

5. For public companies, state-owned enterprises as prescribed in point b, clause 1, Article 88 of this Law, and subsidiaries of state-owned enterprises as prescribed in clause 1, Article 88 of this Law, the Director or General Director must meet the following standards and conditions:

a) Not belong to the subjects specified in Clause 2, Article 17 of this Law;

b) Must not be a person who has a family relationship with the company manager, the company's controller, and the parent company; the state capital representative, the enterprise capital representative at the company and the parent company;

c) Have professional qualifications and experience in company management.

Article 163. Salaries, remuneration, bonuses, and other benefits of members of the Board of Directors, Directors, General Directors

1. The company has the right to pay remuneration and bonuses to members of the Board of Directors, to pay salaries and bonuses to Directors or General Directors and other managers according to business results and performance.

2. In case the company's charter does not have other provisions, the salaries, remuneration, bonuses, and other benefits of members of the Board of Directors, Directors, or General Directors shall be paid according to the following regulations:

a) Members of the Board of Directors are entitled to remuneration and bonuses. Remuneration is calculated based on the number of working days required to complete the tasks of the Board member and the daily remuneration rate. The Board of Directors estimates the remuneration for each member on the principle of consensus. The total remuneration and bonuses of the Board of Directors are decided by the General Meeting of Shareholders at the annual meeting;

b) Members of the Board of Directors are reimbursed for meals, accommodation, travel, and other reasonable expenses incurred while performing assigned duties;

c) The Director or General Director is paid salary and bonuses. The salary and bonuses of the Director or General Director are decided by the Board of Directors.

3. The remuneration of each member of the Board of Directors, the salary of the Director or General Director, and other managers is calculated as part of the company's business expenses in accordance with the provisions of the corporate income tax law, presented as a separate item in the company's annual financial statements, and must be reported to the General Meeting of Shareholders at the annual meeting.

Article 164. Disclosure of related benefits

In cases where the company's Charter does not have stricter provisions, the disclosure of benefits and related persons of the company shall be conducted according to the following regulations:

1. The company must compile and update a list of related persons of the company in accordance with Clause 23, Article 4 of this Law, and their corresponding contracts and transactions with the company;

2. Members of the Board of Directors, Supervisors, Directors or General Directors, and other managers of the company must declare to the company their related interests, including:

a) Name, business registration number, address of the head office, industries, and business lines of the enterprise that they own or hold capital contributions or shares in; the proportion and time of owning or holding such capital contributions or shares;

b) Name, business registration number, address of the head office, industries, and business lines of the enterprise in which their related persons own, co-own, or hold more than 10% of the charter capital;

3. The declaration prescribed in Clause 2 of this Article must be made within 07 working days from the date when the related interest arises; any amendments or supplements must be notified to the company within 07 working days from the date of the corresponding amendment or supplement;

4. The storage, disclosure, review, extraction, and copying of the list of related persons and related interests declared as prescribed in Clause 1 and Clause 2 of this Article shall be carried out as follows:

a) The company must notify the list of related persons and related interests to the General Meeting of Shareholders at the annual meeting;

b) The list of related persons and related interests is kept at the company's head office; if necessary, part or all of the contents of the aforementioned list can be kept at the company's branches;

c) Shareholders, shareholder representatives by authorization, members of the Board of Directors, Supervisory Board, Director or General Director, and other managers have the right to examine, extract, and copy part or all of the declared content;

d) The company must facilitate the individuals specified in point c of this clause to access, review, extract, and copy the list of related persons and related interests as quickly and conveniently as possible; they must not be obstructed or made to face difficulties in exercising this right. The order and procedures for reviewing, extracting, and copying the disclosed content of related persons and related interests shall be conducted in accordance with the provisions of the company's charter;

5. Members of the Board of Directors, Directors, or General Directors, acting on their own behalf or on behalf of others to carry out work in any form within the scope of the company's business, must report the nature and content of such work to the Board of Directors and the Supervisory Board and may only proceed with the approval of the majority of the remaining members of the Board of Directors; if carried out without declaration or without the approval of the Board of Directors, all income obtained from such activities belongs to the company.

Article 165. Responsibilities of company managers

1. Members of the Board of Directors, Directors, or General Directors, and other managers have the following responsibilities:

a) Exercise the rights and fulfill the obligations assigned in accordance with the provisions of this Law, other relevant legal regulations, the company's Charter, and resolutions of the General Meeting of Shareholders;

b) Perform the assigned rights and obligations honestly, carefully, and optimally to ensure the company's maximum lawful interests;

c) Be loyal to the interests of the company and its shareholders; do not abuse position, office, and use information, secrets, business opportunities, or other company assets for personal gain or to serve the interests of other organizations or individuals;

d) Timely, fully, and accurately notify the company about the contents stipulated in Clause 2, Article 164 of this Law;

d) Other responsibilities as prescribed by this Law and the company's charter.

2. Members of the Board of Directors, Director or General Director, and other managers who violate the provisions in Clause 1 of this Article shall be personally or jointly liable to compensate for lost benefits, return received benefits, and fully compensate the company and third parties for damages.

Article 166. Right to sue against members of the Board of Directors, Director, General Director

1. Shareholders or groups of shareholders holding at least 01% of the total common shares have the right, either on their own behalf or in the company's name, to sue for individual liability or joint liability against members of the Board of Directors, Director, or General Director to request the return of benefits or compensation for damages to the company or another person in the following cases:

a) Violation of the responsibilities of the company's management as prescribed in Article 165 of this Law;

b) Failing to perform, performing incompletely, performing untimely, or performing in violation of the provisions of law or the company's Charter, resolutions, and decisions of the Board of Directors regarding the assigned rights and obligations;

c) Abusing position, office and using information, secrets, business opportunities, or other company assets for personal gain or to serve the interests of other organizations or individuals;

d) Other cases as prescribed by law and the company's Charter.

2. The procedures for filing a lawsuit are carried out in accordance with the provisions of civil procedure law. The litigation costs, in the case of shareholders or groups of shareholders filing a lawsuit in the name of the company, are charged to the company's expenses, except when the lawsuit is dismissed.

3. Shareholders or groups of shareholders under the provisions of this Article have the right to examine, search, and extract necessary information according to the decision of the Court or Arbitration before or during the lawsuit process.

Article 167. Approval of contracts and transactions between the company and related parties

1. The general meeting of shareholders or the Board of Directors shall approve the following contracts and transactions between the company and related parties:

a) Shareholders, authorized representatives of shareholders who are organizations owning more than 10% of the total common shares of the company, and their related parties;

b) Members of the Board of Directors, Director or General Director, and their related parties;

c) Enterprises in which members of the Board of Directors, Supervisors, Director or General Director, and other managers of the company are required to declare in accordance with the provisions of Clause 2, Article 164 of this Law.

2. The Board of Directors approves contracts and transactions under the provisions of Clause 1 of this Article and with a value of less than 35% of the total assets of the enterprise recorded in the most recent financial statements, or another smaller ratio or value as stipulated in the Company Charter. In this case, the company's representative who signs the contract or transaction must notify the members of the Board of Directors and the Controller about the related parties of that contract or transaction and attach the draft contract or the main content of the transaction. The Board of Directors decides on the approval of the contract or transaction within 15 days from the date of receiving the notice, except where the Company Charter specifies another timeframe; members of the Board of Directors who have interests related to the parties in the contract or transaction do not have the right to vote.

3. The general meeting of shareholders approves the following contracts and transactions:

a) Contracts, other transactions besides contracts, transactions specified in Clause 2 of this Article;

b) Contracts, loan transactions, lending, and sale of assets with a value greater than 10% of the total asset value of the enterprise recorded in the most recent financial statements between the company and shareholders owning 51% or more of the total voting shares or related persons of that shareholder.

4. In the case of approving a contract or transaction as prescribed in Clause 3 of this Article, the company representative signing the contract or transaction must notify the Board of Directors and the Supervisors about the parties related to that contract or transaction and attach a draft of the contract or a notice of the main content of the transaction. The Board of Directors submits the draft contract or transaction or explains the main content of the contract or transaction at the meeting of the General Meeting of Shareholders or collects opinions from shareholders in writing. In this case, shareholders who have related interests with the parties in the contract or transaction do not have voting rights; the contract or transaction is approved in accordance with Clauses 1 and 4, Article 148 of this Law, except where the company's Charter provides otherwise.

5. Contracts and transactions that are invalidated by a court decision and handled according to the provisions of the law when signed in violation of the provisions of this Article; the person signing the contract or transaction, shareholders, members of the Board of Directors, or the Director or General Director involved must be jointly liable to compensate for arising damages and return to the company any profits obtained from the implementation of such contract or transaction.

6. The company must publicly disclose related contracts and transactions in accordance with the relevant legal provisions.

Article 168. Supervisory Board

1. The Supervisory Board consists of 03 to 05 Supervisors. The term of a Supervisor shall not exceed 05 years and may be re-elected for an unlimited number of terms.

2. The Head of the Supervisory Board is elected by the Supervisory Board from among the Supervisors; the election, dismissal, and removal are based on the majority principle. The rights and obligations of the Head of the Supervisory Board are stipulated in the company charter. The Supervisory Board must have more than half of the Supervisors residing in Vietnam. The Head of the Supervisory Board must have a university degree or higher in one of the fields of economics, finance, accounting, auditing, law, business administration, or a field related to the company's business activities, except in cases where the company charter stipulates a higher standard.

3. In the case where Supervisors have the same term end date but the new term Supervisors have not yet been elected, the Supervisors whose term has expired will continue to perform their rights and obligations until the new term Supervisors are elected and assume their duties.

Article 169. Standards and conditions for Supervisors

1. The inspector must meet the following standards and conditions:

a) Not falling under the subjects stipulated in Clause 2, Article 17 of this Law;

b) Trained in one of the majors in economics, finance, accounting, auditing, law, business administration, or a major suitable for the company's business activities;

c) Not a family member of a member of the Board of Directors, Director or General Director, and other managers;

d) Not be a company manager; not necessarily be a shareholder or an employee of the company, unless the company's Charter provides otherwise;

d) Other standards and conditions as prescribed by relevant laws and the company's Charter.

2. In addition to the standards and conditions stipulated in clause 1 of this Article, the controllers of public companies and state-owned enterprises under point b clause 1 Article 88 of this Law must not be family members of the company's business managers and parent company; the representative of the enterprise's capital, the representative of state capital at the parent company and at the company.

Article 170. Rights and obligations of the Supervisory Board

1. The Supervisory Board exercises supervision over the Board of Directors, the Director or General Director in managing and operating the company.

2. Review the reasonableness, legality, honesty, and level of diligence in managing and operating business activities; the systematic, consistent, and appropriate nature of accounting, statistics, and financial reporting work.

3. Appraise the completeness, legality, and honesty of the company's business situation reports, annual and semi-annual financial statements, management evaluation reports of the Board of Directors, and submit the appraisal report at the Annual General Meeting of Shareholders. Review contracts and transactions with related parties within the approval authority of the Board of Directors or the General Meeting of Shareholders and provide recommendations on contracts and transactions that require approval by the Board of Directors or the General Meeting of Shareholders.

4. Review, check, and evaluate the effectiveness and efficiency of the company's internal control system, internal audit, risk management, and early warning system.

5. Review the company's accounting books, accounting records, and other documents, as well as the management and operational activities of the company, when deemed necessary or according to the resolution of the General Meeting of Shareholders or at the request of shareholders or a group of shareholders specified in Clause 2, Article 115 of this Law.

6. Upon the request of shareholders or a group of shareholders specified in Clause 2, Article 115 of this Law, the Supervisory Board shall conduct an inspection within 07 working days from the date of receiving the request. Within 15 days from the end of the inspection, the Supervisory Board must report on the matters requested to be inspected to the Board of Directors and the shareholders or group of shareholders making the request. The inspection by the Supervisory Board stipulated in this clause must not hinder the normal activities of the Board of Directors or cause any interruption in the company's business operations.

7. Propose to the Board of Directors or the General Meeting of Shareholders measures to amend, supplement, and improve the organizational management, supervision, and operation structure of the company's business activities.

8. When discovering that a member of the Board of Directors, Director, or General Director violates the provisions of Article 165 of this Law, immediately notify the Board of Directors in writing, require the person committing the violation to stop the violation, and implement measures to remedy the consequences.

9. Attend and participate in discussions at meetings of the General Meeting of Shareholders, the Board of Directors, and other company meetings.

10. Use independent consultants and the company's internal audit department to carry out assigned tasks.

11. The Supervisory Board may seek the opinion of the Board of Directors before submitting reports, conclusions, and recommendations to the General Meeting of Shareholders.

12. Other rights and obligations as prescribed by this Law, the company charter, and the resolutions of the General Meeting of Shareholders.

Article 171. The right to information of the Supervisory Board

1. Documents and information must be sent to the Supervisors at the same time and in the same manner as to members of the Board of Directors, including:

a) Meeting invitation notices, member opinion ballots of the Board of Directors, and attached documents;

b) Resolutions, decisions, and minutes of meetings of the General Meeting of Shareholders and the Board of Directors;

c) Reports from the Director or General Director presented to the Board of Directors or other documents issued by the company.

2. The controller has the right to access the company's records and documents kept at the head office, branches, and other locations; has the right to go to the workplaces of the company's managers and employees during working hours.

3. The Board of Directors, members of the Board of Directors, Director or General Director, and other managers must provide full, accurate, and timely information and documents regarding management, administration, and business activities of the company as requested by the Controller or the Supervisory Board.

Article 172. Salary, remuneration, bonuses, and other benefits of the Controller

In case the company's Charter does not provide otherwise, the salary, remuneration, bonuses, and other benefits of the Controller shall be implemented according to the following provisions:

1. Supervisors are paid salaries, remuneration, bonuses, and other benefits according to the decision of the General Meeting of Shareholders. The General Meeting of Shareholders decides on the total amount of salaries, remuneration, bonuses, other benefits, and the annual operating budget of the Supervisory Board;

2. Supervisors are reimbursed for reasonable expenses for meals, accommodation, travel, and the use of independent consulting services. The total amount of remuneration and these expenses shall not exceed the total annual operating budget of the Supervisory Board approved by the General Meeting of Shareholders, unless the General Meeting of Shareholders decides otherwise;

3. The salaries and operating expenses of the Supervisory Board are included in the company’s business expenses in accordance with the provisions of corporate income tax law, other relevant legal regulations, and must be reported as a separate item in the company’s annual financial statements.

Article 173. Responsibilities of the Supervisor

1. Comply with the law, the company's charter, the resolutions of the General Meeting of Shareholders, and professional ethics in performing the assigned rights and obligations.

2. Exercise the assigned rights and obligations honestly, cautiously, and in the best manner to ensure the company's maximum legal benefits.

3. Be loyal to the interests of the company and shareholders; not abuse positions, titles, or use company information, secrets, business opportunities, or other assets for personal gain or to serve the interests of other organizations or individuals.

4. Other obligations prescribed by this Law and the company's charter.

5. In case of violation of the provisions in clauses 1, 2, 3, and 4 of this Article causing damage to the company or others, the Supervisor shall be personally liable or jointly liable to compensate for such damage. Any income and other benefits obtained by the Supervisor due to the violation must be returned to the company.

6. In case it is discovered that a Supervisor violates the rights and obligations assigned, a written notice must be sent to the Supervisory Board; the person committing the violation must be required to cease the violation and remedy the consequences.

Article 174. Dismissal and Removal of Supervisors

1. The General Meeting of Shareholders shall dismiss a Supervisor in the following cases:

a) No longer meeting the standards and conditions to be a Supervisor as prescribed in Article 169 of this Law;

b) They submit a resignation letter and it is approved;

c) Other cases as stipulated in the Company's Charter.

2. The General Meeting of Shareholders shall remove a Supervisor in the following cases:

a) Failing to complete the assigned tasks and work;

b) Failing to exercise their rights and obligations for six consecutive months, except in cases of force majeure;

c) Repeatedly violating or seriously breaching the duties of a Supervisor as prescribed by this Law and the Company's Charter.

d) Other cases according to the resolution of the General Meeting of Shareholders.

Article 175. Submission of annual reports

1. At the end of the financial year, the Board of Directors must submit the following reports to the General Meeting of Shareholders:

a) Report on the company's business results;

b) Financial report;

c) Report on the evaluation of the company's management and administration;

d) Appraisal report of the Supervisory Board.

2. For joint-stock companies that are required by law to be audited, the company's annual financial report must be audited before being submitted to the General Meeting of Shareholders for consideration and approval.

3. The reports specified in points a, b, and c of clause 1 of this Article must be sent to the Supervisory Board for appraisal no later than 30 days before the opening date of the annual General Meeting of Shareholders if the company's charter does not provide otherwise.

4. The reports specified in Clauses 1, 2, and 3 of this Article, the appraisal report of the Supervisory Board, and the audit report must be kept at the company’s headquarters no later than 10 days before the opening date of the annual General Meeting of Shareholders, unless the company charter stipulates a longer period. Shareholders who have continuously owned company shares for at least one year have the right to personally or together with a lawyer, accountant, or certified auditor directly examine the reports specified in this Article.

Article 176. Public Disclosure of Information

1. A joint-stock company must send the annual financial statements approved by the General Meeting of Shareholders to the competent state authority in accordance with the provisions of the law on accounting and other relevant provisions of the law.

2. A joint-stock company shall publish the following information on its electronic information portal:

a) The company charter;

b) Curriculum vitae, educational background, and professional experience of the members of the Board of Directors, Supervisors, Directors, or General Director of the company;

c) Annual financial statements approved by the General Meeting of Shareholders;

d) Reports evaluating the annual performance results of the Board of Directors and the Supervisory Board.

Amended and supplemented provisions:

3. A joint-stock company that is not a listed company must notify the Business Registration Authority where the company has its head office no later than 3 working days after obtaining information or upon changes in information regarding the full name, nationality, passport number, contact address, number of shares, and type of shares of shareholders who are foreign individuals; the name, business registration number, head office address, number of shares, and type of shares of shareholders who are foreign organizations; and the full name, nationality, passport number, contact address of the authorized representative of the shareholder who is a foreign organization.

4. Public companies shall disclose and make information public in accordance with the provisions of securities law. Joint-stock companies, in accordance with point b, clause 1, Article 88, shall disclose and make information public in accordance with points a, c, d, and g, clause 1, Articles 109 and 110 of this Law.

Chapter VI. PARTNERSHIP COMPANIES

Article 177. Partnership company

1. A partnership company is an enterprise in which:

a) It must have at least 2 members who are joint owners of the company, together conducting business under a common name (hereinafter referred to as general partners). In addition to the general partners, the company may have additional capital-contributing members;

b) General partners must be individuals and are fully liable with all their assets for the obligations of the company;

c) Capital-contributing members can be organizations or individuals and are only liable for the company's debts up to the amount of capital they have committed to contribute to the company.

2. A partnership company has legal status from the date it is granted a Certificate of Business Registration.

3. A partnership company is not allowed to issue any type of securities.

Article 178. Capital Contribution and Issuance of Capital Contribution Certificate

1. General partners and capital-contributing members must contribute the full amount of capital committed, on time.

2. A general partner who does not contribute the committed capital fully and on time, causing damage to the company, must be responsible for compensating the company for the damage.

3. In the case where a member does not contribute the committed capital fully and on time, the unpaid capital is considered a debt of that member to the company; in this case, the relevant capital-contributing member may be expelled from the company according to the decision of the Members' Council.

4. At the time of full contribution of the committed capital, the member is issued a certificate of capital contribution. The capital contribution certificate must include the following main contents:

a) Name, business code, and address of the company's head office;

b) The company's charter capital;

c) Name, contact address, nationality, legal document number for individual members; name, business code or legal document number of the organization, and registered office address for organizational members; type of member;

d) Value of the capital contribution and the type of contributed assets of the member;

e) Number and date of issuance of the capital contribution certificate;

e) Rights and obligations of the holder of the capital contribution certificate;

g) Full name and signature of the holder of the capital contribution certificate and of the partnership members of the company.

5. In the case that the capital contribution certificate is lost, damaged, or destroyed in any form, the member shall be reissued the capital contribution certificate by the company.

Article 179. Assets of the partnership company

The assets of a partnership company include:

1. Capital contribution assets of members that have been transferred in ownership to the company;

2. Assets created under the company's name;

3. Assets obtained from business activities carried out by general partners on behalf of the company and from the company's business activities carried out by general partners in their own name;

4. Other assets as prescribed by law.

Article 180. Restrictions on the rights of general partners

1. A general partner is not allowed to be the owner of a private enterprise; not allowed to be a general partner of another partnership except with the consent of the remaining general partners.

2. A general partner is not allowed to, in their own name or in the name of another person, conduct business in the same industry or trade as the company for personal gain or to serve the interests of another organization or individual.

3. A general partner is not allowed to transfer part or all of their capital contribution in the company to another organization or individual without the approval of the remaining general partners.

Article 181. Rights and obligations of general partners

1. A general partner has the following rights:

a) To participate in meetings, discuss, and vote on company matters; each general partner has one vote or may have a different number of votes as stipulated in the company's charter;

b) To conduct business in the name of the company in the company's lines of business; to negotiate and sign contracts, transactions, or agreements under conditions that the general partner deems most beneficial for the company;

c) To use the company's assets to conduct business in the company's lines of business; in the case of advancing their own money to conduct business for the company, they have the right to request the company to reimburse both the principal and interest at the market rate on the advanced principal amount;

d) Request the company to compensate for damages from business activities within the scope of assigned duties if such damages do not arise from the personal fault of that member;

d) Request the company or other partners to provide information about the company's business situation; inspect assets, accounting books, and other documents of the company when deemed necessary;

e) Be entitled to share profits corresponding to the capital contribution ratio or according to the agreement stipulated in the company's Charter;

g) When the company is dissolved or goes bankrupt, be entitled to share the remaining asset value according to the proportion of capital contribution to the company if the company's Charter does not stipulate a different ratio.

h) In the event that a general partner dies, the heirs of the partner shall be entitled to the value of the property in the company after deducting debts and other property obligations that are the responsibility of that partner. The heirs may become general partners if approved by the Board of Partners;

i) Other rights as prescribed by this Law and the company's Charter.

2. General partners have the following obligations:

a) To manage and conduct business activities honestly, cautiously, and in the best manner to ensure the maximum legal benefits for the company;

b) To manage and conduct business activities in accordance with the provisions of law, the company's Charter, and the resolutions and decisions of the Board of Partners; if violating this provision causes damage to the company, they must be liable for compensation for the damage;

c) Do not use company assets for personal gain or to serve the interests of other organizations or individuals;

d) Return to the company the money and assets received and compensate for damages caused to the company in the case of acting in the name of the company, in the name of oneself, or in the name of others to receive money or other assets from the company's business activities without submitting them to the company;

d) Jointly be responsible for paying off the remaining debts of the company if the company's assets are insufficient to cover the company's debts;

e) Bear losses corresponding to the capital contribution to the company or according to the agreement stipulated in the company's charter in the case of the company's business incurring losses;

g) Periodically, monthly, honestly and accurately report in writing the situation and business results of oneself to the company; provide information about one's situation and business results to members who request it;

h) Other obligations as prescribed by this Law and the company's charter.

Article 182. Members' Council

1. The members' council includes all members. The members' council elects one general partner to be the Chairman of the Members' Council, and at the same time serves as the Director or General Director of the company unless the company's charter provides otherwise.

2. General partners have the right to request a meeting of the Members' Council to discuss and decide on the company's business. The member requesting the meeting must prepare the content, agenda, and meeting documents.

3. The Members' Council has the right to decide on all business matters of the company. If the company's charter does not provide otherwise, decisions on the following matters must be approved by at least three-quarters of the total number of general partners:

a) Orientation and development strategy of the company;

b) Amendments and supplements to the company's charter;

c) Admission of new members;

d) Approval of a general partner's withdrawal from the company or decision to expel a member;

d) Decision on investment projects;

e) Decision on borrowing and raising capital in other forms, lending with a value from 50% of the company's charter capital or more, except in cases where the company's Charter provides for a higher percentage;

g) Decision to buy or sell assets with a value equal to or greater than the company's charter capital, except in cases where the company's Charter provides for a higher percentage;

h) Approval of annual financial statements, total profit to be distributed, and profit allocated to each member;

i) Decision to dissolve; request the company's bankruptcy.

4. Decisions on other issues not prescribed in Clause 3 of this Article shall be approved if at least two-thirds of the total number of general partners agree; the specific ratio is stipulated by the company's Charter.

5. The right to vote of capital-contributing members is exercised in accordance with the provisions of this Law and the company's Charter.

Article 183. Convening a meeting of the Members' Council

1. The Chairman of the Members' Council may convene a meeting of the Members' Council when deemed necessary or at the request of a general partner. In the event that the Chairman of the Members' Council does not convene a meeting at the request of a general partner, that partner shall convene the meeting of the Members' Council.

2. The notice inviting the Members' Council to a meeting may be sent by invitation letter, telephone, fax, electronic means, or other methods stipulated in the company's charter. The notice of the meeting must clearly state the purpose, requirements, and content of the meeting, the agenda and location of the meeting, and the name of the member requesting the meeting.

The discussion documents used to decide on matters regulated in Clause 3, Article 182 of this Law must be sent in advance to all members; the advance sending period is prescribed by the company’s charter.

3. The Chairman of the Members' Council or a member requesting the meeting convenes the meeting. The Members' Council meeting must be recorded in minutes, including the following main contents:

a) Name, enterprise code, head office address;

b) Time and place of the meeting;

c) Purpose, program, and content of the meeting;

d) Full name of the presiding chair and attending members;

d) Opinions of the attending members;

e) Resolutions and decisions passed, the number of members in favor, against, abstaining, and the main contents of such resolutions and decisions;

g) Full name and signature of the attending members.

Article 184. Business operation of the partnership company

1. The general partners are the legal representatives of the company and organize the daily business activities of the company. Any restrictions on a general partner in carrying out the company's daily business activities are only effective against a third party when the third party is aware of such restrictions.

2. In managing the company's business activities, the general partners assign each other to hold management and control positions in the company.

When some or all of the general partners carry out certain business activities, the decision is made according to the principle of majority approval.

Activities carried out by general partners outside the scope of the company's business are not the responsibility of the company, except in cases where such activities have been approved by the other partners.

3. The company may open one or more accounts at banks. The members' council appoints members authorized to deposit and withdraw money from those accounts.

4. The Chairman of the Members' Council, Director, or General Director has the following obligations:

a) Manage and operate the company's daily business as a general partner;

b) Convene and organize meetings of the Members' Council; sign resolutions and decisions of the Members' Council;

c) Assign and coordinate business activities among the general partners;

d) Organize, arrange, and properly and honestly maintain accounting books, invoices, vouchers, and other company documents in accordance with the law;

e) Represent the company as a party seeking civil resolution, plaintiff, defendant, or as a person with related rights and obligations before arbitration or court; represent the company in exercising other rights and obligations as prescribed by law;

e) Other obligations as prescribed by the company's charter.

Article 185. Termination of partnership membership

1. A partner's membership shall be terminated in the following cases:

a) Voluntarily withdrawing capital from the company;

b) Death, disappearance, limitation or loss of civil act capacity, having difficulties in cognition, or controlling behavior;

c) Being expelled from the company;

d) Serving a prison sentence or being prohibited by a court from practicing a profession or performing certain work as prescribed by law;

e) Other cases as prescribed by the company's charter.

2. A general partner has the right to withdraw capital from the company if approved by the Members' Council. In this case, the member wishing to withdraw capital from the company must notify in writing the request to withdraw capital at least 6 months before the withdrawal date; capital can only be withdrawn at the end of the financial year and after the financial statements of that financial year have been approved.

3. A general partner may be expelled from the company in the following cases:

a) Being unable to contribute capital or failing to contribute capital as committed after the company has requested for the second time;

b) Violating the provisions of Article 180 of this Law;

c) Conducting business dishonestly, negligently, or engaging in other inappropriate acts causing serious harm to the interests of the company and other members;

d) Failing to fulfill the obligations of a general partner.

4. In the case of termination of membership of a member who has limited or lost civil act capacity, has difficulties in cognition, or controlling their actions, that member's capital contribution will be returned fairly and appropriately.

5. Within 02 years from the date of termination of partnership membership according to the provisions at points a, c, d, and đ of Clause 1 of this Article, that person must still be jointly responsible with all their assets for the company's debts incurred before the membership termination date.

6. After the termination of partnership membership, if that member's name has been used as part or all of the company's name, that person or their heirs, or legal representatives, have the right to request the company to stop using that name.

Article 186. Admission of new members

1. The company may admit additional general partners or capital-contributing members; the admission of new members to the company must be approved by the Members' Council.

2. General partners or capital-contributing members must fully pay the capital they have committed to contribute to the company within 15 days from the date of approval, except in cases where the Members' Council decides on a different period.

3. New general partners must be jointly liable with all their assets for the company's debts and other financial obligations, unless the member and the remaining members agree otherwise.

Article 187. Rights and obligations of capital-contributing members

1. Capital-contributing members have the following rights:

a) Participate in meetings, discussions, and voting at the Members' Council on the amendment and supplementation of the company's charter, amendments and supplements to the rights and obligations of capital-contributing members, the reorganization or dissolution of the company, and other contents of the company's charter directly related to their rights and obligations;

b) Receive annual profit distribution corresponding to the proportion of their capital contribution in the company's charter capital;

c) Be provided with the company's annual financial reports; have the right to request the Chairman of the Members' Council and general partners to provide full and honest information about the company's business situation and results; review accounting books, minutes, contracts, transactions, files, and other company documents;

d) Transfer their capital contribution in the company to another person;

đ) On behalf of themselves or on behalf of another person, conduct business in the sectors or industries of the company;

e) Dispose of their capital contributions by inheritance, donation, mortgage, pledge, and other forms as prescribed by law and the company's charter; in the event of death, the heir of the deceased member shall replace the deceased member and become a capital-contributing member of the company;

g) Be entitled to a share of the remaining company assets corresponding to the proportion of the capital contribution in the company's charter capital when the company is dissolved or goes bankrupt;

h) Other rights as prescribed by this Law and the company's charter.

2. Capital-contributing members have the following obligations:

a) Be responsible for the company's debts and other financial obligations within the scope of the committed capital contribution;

b) Not participate in company management and not conduct business on behalf of the company;

c) Comply with the company charter, resolutions, and decisions of the Members' Council;

d) Other obligations as prescribed by this Law and the company charter.

Chapter VII. PRIVATE ENTERPRISE

Article 188. Private enterprise

1. A private enterprise is an enterprise owned by an individual who is solely responsible with all of their assets for all activities of the enterprise.

2. A private enterprise is not allowed to issue any type of securities.

3. Each individual is only entitled to establish one private enterprise. The owner of a private enterprise cannot simultaneously be the owner of a business household or a general partner of a partnership.

4. A private enterprise does not have the right to contribute capital to establish or purchase shares or capital contributions in a partnership, limited liability company, or joint-stock company.

Article 189. Investment capital of the owner of a private enterprise

1. The investment capital of a private business owner is registered by the owner themselves. The private business owner is obligated to accurately register the total investment capital, specifying the amount in Vietnamese Dong, freely convertible foreign currency, gold, and other assets; for capital in the form of other assets, it is also necessary to specify the type of asset, quantity, and remaining value of each type of asset.

2. All capital and assets, including borrowed capital and leased assets used for the business activities of the enterprise, must be fully recorded in the accounting books and financial statements of the enterprise in accordance with legal regulations.

3. During the operation, the owner of a private enterprise has the right to increase or decrease their investment capital in the business activities of the enterprise. Any increase or decrease in the investment capital of the owner of the private enterprise must be fully recorded in the accounting books. In the case of reducing the investment capital to below the registered capital, the private enterprise owner may only reduce the capital after registering with the Business Registration Authority.

Article 190. Management of private enterprises

1. The owner of a private enterprise has full authority to decide on all business activities of the private enterprise, the use of profits after paying taxes, and fulfilling other financial obligations as prescribed by law.

2. The owner of a private business can directly serve as or hire someone else to be the Director or General Director to manage and operate the business; in this case, the owner of the private business still has to bear responsibility for all business activities of the private business.

3. The owner of a private enterprise is the legal representative, representing the private enterprise as a party requesting civil dispute resolution, plaintiff, defendant, person with related rights and obligations before Arbitration, Court, representing the private enterprise to exercise other rights and obligations as prescribed by law.

Article 191. Leasing of a private enterprise

The owner of a private enterprise has the right to lease their entire private enterprise but must notify in writing and attach a notarized copy of the lease contract to the Business Registration Authority and the tax authority within 3 working days from the date the lease contract comes into effect. During the lease period, the owner of the private enterprise is still legally responsible as the proprietor of the private enterprise. The rights, obligations, and responsibilities of the owner and the lessee regarding the business activities of the private enterprise are stipulated in the lease contract.

Article 192. Sale of a Private Enterprise

1. The owner of a private enterprise has the right to sell their private enterprise to other individuals or organizations.

2. After selling a private enterprise, the owner of the private enterprise is still responsible for the debts and other asset obligations of the private enterprise arising before the transfer date of the enterprise, except in cases where the owner of the private enterprise, the buyer, and the creditors of the private enterprise have agreed otherwise.

3. The owner of the private enterprise and the buyer of the private enterprise must comply with labor law regulations.

4. The buyer of the private enterprise must register the change of the private enterprise owner in accordance with the provisions of this Law.

Article 193. Exercising the rights of the private enterprise owner in certain special cases

1. In cases where the private enterprise owner is under temporary detention, serving a prison sentence, or undergoing administrative handling measures at a compulsory rehabilitation facility or a compulsory educational facility, they may authorize another person to exercise their rights and obligations.

2. In the case that the owner of a private enterprise dies, the heir or one of the heirs under the will or according to the law becomes the owner of the private enterprise according to the agreement among the heirs. In case the heirs cannot reach an agreement, the enterprise must be registered for conversion into a company or dissolution.

3. In the case that the owner of a private enterprise dies without any heirs, the heirs refuse to accept the inheritance, or are deprived of the inheritance right, the assets of the private enterprise owner shall be handled in accordance with the provisions of civil law.

4. In the case that the owner of a private enterprise has limited or lost civil act capacity, or has difficulties in perception and self-control, the rights and obligations of the private enterprise owner shall be exercised through a representative.

5. In the case where the owner of a private enterprise is prohibited by the Court from practicing or performing certain work within the scope of the business lines of the enterprise, the owner of the private enterprise shall temporarily suspend or cease the business lines in question according to the Court's decision or transfer the private enterprise to another individual or organization.

Chapter VIII. GROUP OF COMPANIES

Article 194. Economic groups, general corporations

1. Economic groups and corporations belonging to economic sectors are groups of companies that have relationships with each other through shareholding, capital contribution, or other linkages. Economic groups and corporations are not a type of enterprise, do not have legal entity status, and are not required to register for establishment under the provisions of this Law.

2. Economic groups and corporations have parent companies, subsidiaries, and other member companies. The parent company, the subsidiary, and each member company in the economic group or corporation have the rights and obligations of an independent enterprise according to the provisions of the law.

Article 195. Parent Company, Subsidiary

1. A company is considered a parent company of another company if it falls into one of the following cases:

a) Owning more than 50% of the charter capital or the total number of common shares of that company;

b) Having the right, directly or indirectly, to decide the appointment of the majority or all members of the Board of Directors, the Director, or the General Director of that company;

c) Having the right to decide on amendments or additions to the Charter of that company.

2. A subsidiary company shall not invest in purchasing shares or contributing capital to its parent company. Subsidiaries of the same parent company shall not simultaneously contribute capital or purchase shares to cross-own each other.

3. Subsidiaries with the same parent company being an enterprise with at least 65% state-owned capital shall not jointly contribute capital or purchase shares of another enterprise or establish a new enterprise as stipulated by this Law.

4. The Government shall provide detailed regulations on clauses 2 and 3 of this Article.

Article 196. Rights, obligations, and responsibilities of the parent company towards the subsidiary.

1. Depending on the legal form of the subsidiary, the parent company exercises its rights and obligations as a member, owner, or shareholder in relation to the subsidiary in accordance with the provisions of this Law and other relevant legal regulations.

2. Contracts, transactions, and other relations between the parent company and the subsidiary must be established and carried out independently and equally under the conditions applicable to an independent legal entity.

3. In case the parent company intervenes beyond the authority of the owner, member, or shareholder and forces the subsidiary to conduct business activities contrary to normal business practices or to carry out unprofitable activities without reasonable compensation in the relevant fiscal year, causing damage to the subsidiary, the parent company shall be responsible for such damage.

4. The manager of the parent company is responsible for the intervention that forces the subsidiary to carry out business activities as prescribed in Clause 3 of this Article, and must be jointly liable with the parent company for that damage.

5. In the case that the parent company does not compensate the subsidiary according to the provisions in Clause 3 of this Article, the creditor or member, shareholder owning at least 01% of the charter capital of the subsidiary has the right to, on their own behalf or on behalf of the subsidiary, request the parent company to compensate the subsidiary for the damage.

6. In the case that the business activities pursuant to Clause 3 of this Article carried out by the subsidiary bring benefits to another subsidiary of the same parent company, the subsidiary that benefits must be jointly liable with the parent company to return the benefits received to the subsidiary that suffered the damage.

Article 197. Financial statements of the parent company and the subsidiary

1. At the end of the financial year, in addition to reports and documents as prescribed by law, the parent company must also prepare the following reports:

a) Consolidated financial statements of the parent company in accordance with accounting laws;

b) Annual aggregated business performance report of the parent company and its subsidiaries;

c) Aggregated report on management and administration activities of the parent company and its subsidiaries.

2. Upon the request of the legal representative of the parent company, the legal representative of the subsidiary must provide the necessary reports, documents, and information as prescribed to prepare the consolidated financial statements and aggregated reports of the parent company and its subsidiaries.

3. The person responsible for preparing the parent company's report uses the report prescribed in Clause 2 of this Article to prepare the consolidated financial statements and the aggregated report of the parent company and subsidiaries if there is no suspicion that the report prepared and submitted by the subsidiary contains false, inaccurate, or fraudulent information.

4. The person responsible for preparing the report prescribed in Clause 1 of this Article is not required to prepare and submit such reports if they have not received the complete financial statements of the subsidiary. In the case where the parent company manager has applied the necessary measures within their authority but still does not receive the required reports, documents, and information from the subsidiary as prescribed, the parent company manager shall still prepare and submit the consolidated financial statements, as well as the aggregated reports of the parent company and the subsidiary. The report may include or exclude information from that subsidiary, but it must contain the necessary explanations to avoid misunderstandings or misinterpretations.

5. Annual financial settlement reports and documents, consolidated financial statements, and summary reports of the parent company and subsidiaries must be kept at the headquarters of the parent company. Copies of the reports and documents specified in this clause must be kept at the branches of the parent company in Vietnam.

6. In addition to reports and documents required by law, subsidiaries must also prepare consolidated reports on purchases, sales, and other transactions with the parent company.

Chapter IX. REORGANIZATION, DISSOLUTION, AND BANKRUPTCY OF ENTERPRISES

Article 198. Company Division

1. Limited liability companies and joint-stock companies may divide the assets, rights and obligations, members, and shareholders of the existing company (hereinafter referred to as the divided company) to establish two or more new companies.

2. Procedures for dividing limited liability companies and joint-stock companies are regulated as follows:

a) The members' council, the company owner, or the General Meeting of Shareholders of the company being divided shall adopt a resolution or decision on the division of the company in accordance with the provisions of this Law and the company's charter. The resolution or decision on the division of the company must include the following main contents: the name, address of the head office of the company being divided, the names of the companies to be established; the principles, methods, and procedures for dividing the company's assets; the plan for using employees; the method of allocation, deadlines, and procedures for converting the capital contributions, shares, and bonds of the company being divided to the newly established companies; the principles for settling the obligations of the company being divided; the timeframe for implementing the division of the company. The resolution or decision on the division of the company must be sent to all creditors and notified to the employees within 15 days from the date of adoption of the decision or resolution;

b) Members, company owners, or shareholders of a newly established company through the Charter may elect or appoint the Chairman of the Members' Council, the Chairman of the company, the Board of Directors, the Director, or the General Director and proceed with business registration in accordance with the provisions of this Law. In this case, the business registration dossier for the new company must be accompanied by the resolution or decision on the company split as prescribed in point a of this clause.

3. The number of members, shareholders, and the quantity, ownership ratio of shares, capital contributions of members, shareholders, and the charter capital of the new companies will be recorded corresponding to the method of dividing or transferring the capital contributions or shares of the company being split to the new companies according to the resolution or decision on the company split.

4. The divided company is dissolved after the new companies are issued Enterprise Registration Certificates. The new companies must jointly bear responsibility for the obligations, unpaid debts, labor contracts, and other property obligations of the divided company, or agree with creditors, customers, and employees for one of the companies to fulfill these obligations. The new companies automatically inherit all lawful rights, obligations, and benefits allocated according to the resolution or decision on the company division.

5. The business registration agency updates the legal status of the company being split in the National Business Registration Database when issuing the Certificate of Business Registration for new companies. In the case that the new company has its head office outside the province or centrally-run city where the company being split has its head office, the business registration agency where the new company's head office is located must notify the business registration agency where the company being split has its head office about the business registration of the new company in order to update the legal status of the company being split in the National Business Registration Database.

Article 199. Company Split

1. A limited liability company or joint-stock company may be split by transferring a part of the assets, rights, obligations, members, or shareholders of the existing company (hereinafter referred to as the split company) to establish one or several new limited liability companies or joint-stock companies (hereinafter referred to as the newly established companies) without terminating the existence of the split company.

2. The split company must register changes in charter capital, the number of members, or shareholders corresponding to the reduced contribution capital, shares, and the number of members or shareholders (if any); at the same time, register the newly established companies as business entities.

3. The procedures for splitting limited liability companies and joint-stock companies are regulated as follows:

a) The members' council, company owners, or the general meeting of shareholders of the company being separated shall make a separation resolution or decision of the company in accordance with the provisions of this Law and the company's charter. The resolution or decision on company separation must include the following main contents: name, address of the head office of the company being separated; name of the company to be established from the separation; plan for labor use; method of company separation; value of assets, rights, and obligations transferred from the separated company to the new company; timeline for the company separation. The resolution or decision on company separation must be sent to all creditors and notified to the employees within 15 days from the date of issuing the decision or through the resolution;

b) The members, company owners, or shareholders of the company being separated are governed through the Charter, elect or appoint the Chairman of the Members' Council, Chairman of the Company, Board of Directors, Director, or General Director, and proceed with business registration in accordance with the provisions of this Law.

4. After business registration, the separated company and the separating company shall be jointly responsible for the obligations, unpaid debts, labor contracts, and other property obligations of the separating company, except in cases where the separating company, the separated company, the creditors, customers, and employees of the separating company have agreed otherwise. The separated companies naturally inherit all rights, obligations, and legal benefits allocated according to the resolution or decision on the company separation.

Article 200. Company Merger

1. Two or more companies (hereinafter referred to as the merged companies) may merge into a new company (hereinafter referred to as the merging company), while simultaneously terminating the existence of the merged companies.

2. The procedure for company merger is as follows:

a) The merged companies prepare a merger agreement and a draft charter of the merging company. The merger agreement must include the following main contents: the name and address of the head office of the merged companies; the name and address of the head office of the merging company; the procedure and conditions for the merger; the plan for using employees; the time, procedure, and conditions for converting assets, converting capital contributions, shares, and bonds of the merged companies into capital contributions, shares, and bonds of the merging company; and the time frame for implementing the merger;

b) The members, owners of the company, or shareholders of the merged company shall, through a merger agreement, the charter of the merged company, elect or appoint the Chairman of the Members' Council, the Chairman of the company, the Board of Directors, the Director or General Director of the merged company, and proceed with business registration for the merged company in accordance with the provisions of this Law. The merger agreement must be sent to the creditors and notified to the employees within 15 days from the date of approval.

3. The merged company must ensure compliance with the provisions of the Competition Law regarding company mergers.

4. After the merging company registers the business, the merged company ceases to exist; the merging company enjoys the legal rights and benefits, and is responsible for unpaid obligations, debts, labor contracts, and other property obligations of the merged companies. The merging company automatically inherits all legal rights, obligations, and benefits of the merged companies according to the company merger agreement.

5. The business registration authority updates the legal status of the merged company on the National Business Registration Database when issuing the Certificate of Business Registration for the merged company. In the case where the merged company has its headquarters outside the province or centrally-run city where the merged company establishes its headquarters, the business registration authority at the location of the merged company's headquarters must notify the business registration authority where the merged company was located to update the legal status of the merged company on the National Business Registration Database.

Article 201. Company merger

1. One or several companies (hereinafter referred to as the merged company) may merge into another company (hereinafter referred to as the receiving company) by transferring all assets, rights, obligations, and legal benefits to the receiving company, while simultaneously ceasing the existence of the merged company.

2. The procedure for company merger is regulated as follows:

a) The involved companies prepare the merger agreement and the draft charter of the receiving company. The merger agreement must include the following main contents: the name and address of the head office of the receiving company; the name and address of the head office of the merged company; the procedure and conditions of the merger; the employment plan; the method, procedure, timeline, and conditions for transferring assets, converting capital contributions, shares, and bonds of the merged company into capital contributions, shares, and bonds of the receiving company; the deadline for implementing the merger;

b) The members, company owners, or shareholders of the relevant companies approve the merger contract, the charter of the receiving company, and proceed with the enterprise registration of the receiving company in accordance with the provisions of this Law. The merger contract must be sent to all creditors and notified to the employees within 15 days from the date of approval;

c) After the receiving company completes its enterprise registration, the merged company ceases to exist; the receiving company enjoys the legal rights and benefits, and assumes responsibility for the obligations, unpaid debts, labor contracts, and other property obligations of the merged company. The receiving companies automatically inherit all legal rights, obligations, and benefits of the merged companies according to the merger contract.

3. Companies carrying out mergers must ensure compliance with the provisions of the Competition Law regarding company mergers.

4. The business registration authority updates the legal status of the merged company in the national database on business registration and makes changes to the business registration contents for the acquiring company. In cases where the merged company has its head office outside the province or centrally-run city where the acquiring company has its head office, the business registration authority where the acquiring company has its head office shall notify the business registration authority where the merged company has its head office to update the legal status of the merged company in the national database on business registration.

Article 202. Transformation of a limited liability company into a joint-stock company

1. State-owned enterprises transforming into joint-stock companies shall comply with the relevant legal regulations.

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

a) Convert into a joint-stock company without raising additional capital from other organizations or individuals, and without selling its capital contributions to other organizations or individuals;

b) Convert into a joint-stock company by raising additional capital from other organizations or individuals;

c) Convert into a joint-stock company by selling all or part of its capital contributions to one or several other organizations or individuals;

d) Combine the methods prescribed in points a, b, and c of this clause and other methods.

3. The company must register the company conversion with the Business Registration Authority within 10 days from the date of completion of the conversion. Within 03 working days from the date of receiving the conversion dossier, the Business Registration Authority shall reissue the Enterprise Registration Certificate and update the company's legal status in the national database on business registration.

4. The converted company naturally inherits all legal rights and interests, and is responsible for debts, including tax debts, labor contracts, and other obligations of the converted company.

Article 203. Conversion of a joint-stock company into a single-member limited liability company

1. A joint-stock company may convert into a single-member limited liability company in the following manner:

a) One shareholder receives the transfer of all corresponding shares of all remaining shareholders;

b) An organization or individual that is not a shareholder receives the transfer of all shares of all shareholders of the company;

c) The company has only one remaining shareholder.

2. The transfer or receipt of investment capital specified in clause 1 of this Article must be carried out at the market price, with the price determined by the asset method, discounted cash flow method, or other methods.

3. Within 15 days from the day the company has only one remaining shareholder or completes the transfer of shares according to point a and point b, clause 1 of this Article, the company shall submit the conversion dossier to the Business Registration Authority where the enterprise is registered. Within 3 working days from the date of receiving the conversion dossier, the Business Registration Authority shall issue a Certificate of Enterprise Registration and update the company's legal status in the national business registration database.

4. The converted company naturally inherits all legal rights and interests, and is responsible for debts, including tax debts, labor contracts, and other obligations of the converted company.

Article 204. Conversion of a joint-stock company into a limited liability company with two or more members

1. A joint-stock company may be converted into a two-member or more limited liability company by the following methods:

a) Converting into a two-member or more limited liability company without raising additional capital or transferring shares to other organizations or individuals;

b) Converting into a two-member or more limited liability company while raising additional capital from other organizations or individuals;

c) Converting into a two-member or more limited liability company while transferring all or part of the shares to other organizations or individuals for capital contribution;

d) The company only has 2 shareholders remaining;

e) Combining the methods specified in points a, b, and c of this clause and other methods.

2. The company must register the company transformation with the Business Registration Authority within 10 days from the date of completion of the transformation. Within 03 working days from the date of receiving the transformation dossier, the Business Registration Authority shall issue the Enterprise Registration Certificate and update the company's legal status in the national database on enterprise registration.

3. The transforming company shall automatically inherit all legal rights and benefits, and be responsible for all debts, including tax debts, labor contracts, and other obligations of the transformed company.

Article 205. Transformation of a private enterprise into a limited liability company, joint-stock company, or partnership

1. A private enterprise may transform into a limited liability company, joint-stock company, or partnership according to the decision of the owner of the private enterprise if it meets the following conditions:

a) The enterprise to be converted must meet the conditions stipulated in Clause 1, Article 27 of this Law;

b) The owner of the private enterprise commits in writing to take personal responsibility with all of their assets for all unpaid debts and commits to fully paying the debts when due;

c) The owner of the private enterprise has a written agreement with the parties of the unsettled contracts regarding the conversion company to take over and continue to perform those contracts;

d) The owner of the private enterprise commits in writing or has a written agreement with other capital-contributing members regarding the takeover and use of the current employees of the private enterprise.

2. Within 03 working days from the date of receipt of the dossier, the business registration authority shall review and issue the Enterprise Registration Certificate if the conditions specified in Clause 1 of this Article are met and update the legal status of the enterprise in the national database on enterprise registration.

3. The company, upon conversion, shall automatically inherit the rights and obligations of the private enterprise from the date of issuance of the Enterprise Registration Certificate. The owner of the private enterprise shall be personally liable with all of their assets for all debts incurred before the company is converted and issued the Enterprise Registration Certificate.

Article 206. Temporary suspension, suspension of operations, termination of business

1. An enterprise must notify the business registration authority in writing no later than 03 working days before the date of temporary business suspension or before resuming business earlier than the notified date.

2. The business registration authority or the competent state agency shall require the enterprise to temporarily suspend, suspend activities, or cease business in the following cases:

a) Temporarily suspend or cease business in conditional business sectors or conditional market access sectors for foreign investors when it is found that the enterprise does not meet the corresponding conditions as prescribed by law;

b) Temporarily suspend business at the request of the relevant authority in accordance with the provisions of the law on tax management, environment, and other relevant legal regulations;

c) Suspend activities or cease business in one or several business sectors or in certain areas according to the decision of the Court.

3. During the period of business suspension, the enterprise must pay all outstanding taxes, social insurance, health insurance, and unemployment insurance; continue to settle debts, fulfill contracts signed with customers and employees, except in cases where the enterprise, creditors, customers, and employees have other agreements.

4. The Government shall detail the order, procedures for coordination between the Business Registration Authority and the competent state agency in the cases specified in paragraph 2 of this Article.

Article 207. Cases and conditions for business dissolution

1. The enterprise shall be dissolved in the following cases:

a) The company’s operation term stipulated in the Charter has ended without a decision to extend it;

b) According to the resolution or decision of the business owner for a private enterprise, of the Members' Council for a partnership company, of the Members' Council or the company owner for a limited liability company, and of the General Meeting of Shareholders for a joint-stock company;

Amended and supplemented provisions:

c) The company no longer maintains the minimum number of members as prescribed by this Law for a continuous period of 6 months without carrying out the procedures to convert the type of enterprise;

d) The enterprise registration certificate is revoked, except in cases where the Tax Administration Law provides otherwise.

2. An enterprise can only be dissolved when it ensures the full payment of debts and other property obligations and is not in the process of dispute resolution at a Court or Arbitration. The relevant managers and the enterprise specified in point d, clause 1 of this Article shall be jointly responsible for the enterprise's debts.

Article 208. Procedures and formalities for dissolving an enterprise

The dissolution of an enterprise in the cases stipulated in Points a, b, and c, Clause 1, Article 207 of this Law shall be carried out in accordance with the following provisions:

1. Approval of the resolution or decision on the dissolution of the enterprise. The resolution or decision on the dissolution of the enterprise must include the following main contents:

a) Name and address of the enterprise's head office;

b) Reason for dissolution;

c) Time limit and procedures for liquidating contracts and settling the enterprise's debts;

d) Plan for handling obligations arising from labor contracts;

e) Full name and signature of the owner of a private enterprise, company owner, Chairman of the Members' Council, Chairman of the Board of Directors;

2. The owner of a private enterprise, the Members' Council, or the company owner, the Board of Directors shall directly organize the liquidation of the enterprise's assets, except in cases where the company's charter provides for the establishment of a separate liquidation organization;

3. Within 07 working days from the date of approval, the resolution, decision to dissolve, and the meeting minutes must be sent to the business registration agency, tax authority, and employees of the enterprise. The resolution and decision to dissolve must be published on the National Business Registration Portal and publicly posted at the headquarters, branches, and representative offices of the enterprise.

In cases where the enterprise still has outstanding financial obligations, the resolution, decision to dissolve, and debt settlement plan must also be sent to creditors and persons with rights, obligations, and related interests. The debt settlement plan must include the names and addresses of the creditors; the amount of debt, deadlines, location, and method of repayment; the procedure and timeframe for resolving creditor complaints;

4. The business registration authority must notify the status of a company undergoing dissolution procedures on the National Business Registration Portal immediately after receiving the company's resolution or decision on dissolution. The notification must be accompanied by the resolution, the decision on dissolution, and the debt settlement plan (if any);

5. The company's debts are paid according to the following priority order:

a) Salaries, severance allowances, social insurance, health insurance, unemployment insurance as prescribed by law, and other employee benefits according to collective labor agreements and signed labor contracts;

b) Tax debts;

c) Other debts;

6. After paying the costs of dissolving the company and its debts, the remaining assets are distributed to the sole proprietorship owner, members, shareholders, or company owners according to the proportion of capital contribution or shares.

7. The legal representative of the enterprise shall submit the enterprise dissolution dossier to the Business Registration Agency within 05 working days from the date of full payment of the enterprise's debts;

8. After 180 days from the date of receiving the resolution or decision on dissolution as prescribed in Clause 3 of this Article, if no opinion on the dissolution is received from the enterprise or opposition from the relevant party in writing, or within 05 working days from the date of receiving the dissolution dossier, the Business Registration Agency shall update the legal status of the enterprise in the national business registration database;

9. The Government shall stipulate in detail the procedures and steps for dissolving an enterprise.

Article 209. Dissolution of an enterprise in the case of revocation of the Enterprise Registration Certificate or by Court decision.

The dissolution of a business in the case of revocation of the Enterprise Registration Certificate or by the Court's decision is carried out according to the following sequence and procedures:

1. The business registration authority must notify the status of a company undergoing dissolution procedures on the National Business Registration Portal simultaneously with the decision to revoke the Business Registration Certificate or immediately after receiving the dissolution decision of the Court that has taken legal effect. The notification must be accompanied by the posting of the decision to revoke the Business Registration Certificate or the Court's decision that has taken legal effect;

2. Within 10 days from the date of receipt of the decision to revoke the Enterprise Registration Certificate or the legally effective court decision, the enterprise must convene a meeting to decide on dissolution. The resolution, dissolution decision, and a copy of the decision to revoke the Enterprise Registration Certificate or the legally effective court decision must be sent to the Business Registration Agency, the tax authority, and the employees of the enterprise, and must be publicly posted at the head office, branches, and representative offices of the enterprise. In cases where the law requires publication in a newspaper, the enterprise dissolution resolution and decision must be published in at least one print or electronic newspaper for three consecutive issues.

In cases where the enterprise still has outstanding financial obligations, it must simultaneously send along the resolution or decision on the dissolution of the enterprise, as well as the plan for settling debts to creditors and related parties with rights and obligations. The notification must include the name and address of the creditor; the amount of debt, the due date, location and method of payment for that debt; the procedure and deadline for handling creditor complaints;

3. The payment of the enterprise's debts shall be carried out in accordance with the provisions of Clause 5, Article 208 of this Law;

4. The legal representative of the enterprise shall submit the enterprise dissolution dossier to the Business Registration Agency within 05 working days from the date of full payment of the enterprise's debts.

5. After 180 days from the date of notifying the status of performing procedures for dissolving the enterprise as prescribed in Clause 1 of this Article, if no written objection is received from the relevant party or within 05 working days from the date of receiving the dissolution dossier, the business registration authority shall update the legal status of the enterprise in the national business registration database;

6. The company manager involved shall be personally responsible for damages caused by failure to perform or improper performance according to the provisions of this Article.

Article 210. Enterprise dissolution dossier

1. The enterprise dissolution dossier includes the following documents:

a) Notice of enterprise dissolution;

b) Report on the liquidation of the enterprise's assets; list of creditors and the debts that have been settled, including the full payment of tax debts and debts for social insurance, health insurance, and unemployment insurance for employees after the decision to dissolve the enterprise (if any).

2. Members of the Board of Directors of a joint-stock company, members of the Members' Council of a limited liability company, company owners, private business owners, Directors or General Directors, general partners, and legal representatives of the enterprise are responsible for the honesty and accuracy of the enterprise dissolution documents.

3. In cases where the dissolution dossier is inaccurate or fraudulent, the individuals specified in Clause 2 of this Article shall be jointly responsible for paying the unresolved employee benefits, unpaid taxes, other outstanding debts, and bear personal liability before the law for any consequences arising within 5 years from the date of submitting the company's dissolution dossier to the Business Registration Authority.

Article 211. Activities prohibited from the time a dissolution decision is made

1. Since the decision to dissolve the enterprise has been made, the enterprise and the enterprise manager are strictly prohibited from performing the following activities:

a) Concealing or disposing of assets;

b) Waiving or reducing debt claims;

c) Converting unsecured debts into secured debts using the enterprise's assets;

d) Signing new contracts, except for the purpose of carrying out the dissolution of the enterprise;

e) Pledging, mortgaging, gifting, or leasing assets;

f) Terminating the performance of existing contracts;

g) Raising capital in any form.

2. Depending on the nature and severity of the violation, individuals who violate the provisions in Clause 1 of this Article may be subject to administrative penalties or criminal liability; if damage is caused, compensation must be made.

Article 212. Revocation of Enterprise Registration Certificate

1. An enterprise shall have its Enterprise Registration Certificate revoked in the following cases:

a) The information declared in the business registration dossier is falsified;

b) The enterprise is established by persons prohibited from establishing an enterprise under point 2, Article 17 of this Law;

c) The enterprise ceases business activities for 01 year without notifying the Business Registration Authority and the tax authority;

d) The enterprise does not submit reports as prescribed in point c, clause 1, Article 216 of this Law to the Business Registration Authority within 06 months from the report submission deadline or from the date of a written request;

đ) Other cases according to the decision of the Court, or proposal of the competent authority under the provisions of the law.

2. The Government shall regulate the procedures for revoking the Enterprise Registration Certificate.

Article 213. Termination of activities of branches, representative offices, business locations

Amended and supplemented provisions:

1. Branches, representative offices, and business locations of the enterprise are terminated according to a decision of the enterprise itself or by a decision to revoke the Certificate of Registration for branch or representative office operations by the competent state authority.

2. The legal representative of the enterprise and the head of the branch or representative office that is terminated are jointly responsible for the truthfulness and accuracy of the termination records of the branch, representative office, or business location.

3. Enterprises with terminated branches are responsible for fulfilling contracts, settling debts, including tax debts of the branch, and continuing to employ or adequately resolve the lawful rights of employees who have worked at the branch according to legal regulations.

4. The Government shall provide detailed regulations on this Article.

Article 214. Bankruptcy of enterprises

The bankruptcy of an enterprise is carried out in accordance with the provisions of the law on bankruptcy.

Chapter X. IMPLEMENTING PROVISIONS

Article 215. Responsibilities of state management agencies

1. The Government shall unify state management of enterprises.

2. Ministries and ministerial-level agencies shall be responsible to the Government for performing the assigned tasks in state management of enterprises.

Amended and supplemented provisions:

3. Provincial People's Committees shall carry out state management of enterprises within the local scope.

Supplementary provisions

4. Ministries, ministerial-level agencies and relevant agencies, Provincial People's Committees, within the scope of assigned tasks and powers, shall be responsible for establishing connections, integration, and sharing information with the National Business Registration Database the following information:

a) Information on business licenses, certificates of eligibility for business, professional practice certificates, certificates or documents approving business conditions granted to enterprises, and decisions on sanctions for administrative violations of enterprises;

b) Information on the operation and tax payment status of enterprises from tax reports; financial statements of enterprises;

Amended and supplemented provisions:

c) Coordination and sharing of information on the operational status of enterprises to enhance the effectiveness of state management.

5. The government shall provide detailed regulations on this Article.

Article 216. Business registration authority

1. The business registration authority has the following duties and powers:

a) Resolving enterprise registrations and issuing Enterprise Registration Certificates in accordance with the provisions of the law;

b) Coordinating in building and managing the National Enterprise Registration Information System; publicly providing information to state agencies, organizations, and individuals upon request in accordance with the provisions of the law;

c) Require enterprises to report on compliance with the provisions of this Law when deemed necessary; urge the fulfillment of reporting obligations by enterprises;

d) Directly or propose that competent state agencies inspect and supervise enterprises according to the contents in the enterprise registration dossier;

d) Be responsible for the validity of the enterprise registration dossier, not be responsible for violations of the enterprise that occur before and after enterprise registration;

e) Handle violations of the law on enterprise registration; revoke the Enterprise Registration Certificate and require the enterprise to carry out dissolution procedures in accordance with the provisions of this Law;

Supplementary provisions

g) Other duties and powers as prescribed by this Law and other relevant legal regulations.

2. The Government shall regulate the organizational system of the Business Registration Authority.

Article 217. Implementation provisions

1. This law takes effect from January 1, 2021.

2. The Law on Enterprises No. 68/2014/QH13 shall cease to be effective from the effective date of this law.

3. Replace the phrase "state-owned enterprise" with the phrase "enterprise wholly owned by the State" as prescribed in point m, clause 1, Article 35 and point k, clause 1, Article 37 of the Law on State Budget No. 83/2015/QH13; point a, clause 3, Article 23 of the Law on Irrigation No. 08/2017/QH14 as amended and supplemented by Law No. 35/2018/QH14; point b, clause 2, Article 74 of the Civil Procedure Code No. 92/2015/QH13 as amended and supplemented by Law No. 45/2019/QH14; point a, clause 2, Article 43 of the Law on Management and Use of Weapons, Explosives and Supporting Tools No. 14/2017/QH14 as amended and supplemented by Law No. 50/2019/QH14; Article 19 of the Law on Denunciations No. 25/2018/QH14; Articles 3, 20, 30, 34, 39, and 61 of the Law on Anti-Corruption No. 36/2018/QH14.

4. The Government regulates the registration and operation of business households.

Supplementary provisions

Amended and supplemented provisions:

5. Based on the provisions of this Law, the Government shall detail the organization, management, and operation of state-owned enterprises directly serving national defense and security or combining economic activities with national defense and security.

Article 218. Transitional provisions

1. Companies without shares or capital contributions held by the State that participated in capital contributions or purchased shares before July 1, 2015, are not required to comply with the provisions of Clause 2, Article 195 of this Law but are not allowed to increase cross-ownership ratios.

2. The subjects are business managers, controllers, and authorized representatives who do not meet the standards and conditions specified in point b, Clause 5, Article 14; Clause 3, Article 64; Clause 3, Article 93; Clause 3, Article 101; points a, b, and c, Clause 3, Article 103; point d, Clause 1, Article 155; point b, Clause 5, Article 162; and Clause 2, Article 169 of this Law, and will continue to perform their duties until the end of the remaining term.

This Law was passed by the National Assembly of the Socialist Republic of Vietnam, 14th Session, 9th Meeting, on June 17, 2020.

CHAIRMAN OF THE NATIONAL ASSEMBLY

(Signed)

Nguyễn Thị Kim Ngân