- If an individual member who is the owner of the company is dead, their heirs will

automatically become replacing members of the company. The company shall organise,
operate pursuant the corresponding business type and change in the business registration
file within 10 days from the deadline for inheritance settlement.
If an individual member who is the owner of the company is dead without heir or heir
refused or is prohibited to inherit his capital share, such a  capital share will be treated in
complying with the civil law.
- If there is a member who is lost or restricted capacity for civil acts, rights and obligations
of such those members will be exercised through their guardians.
- If the ower is an organization that has been dissolved or has declared bankruptcy, the
person who is transferred capital share of the ower will become the owner or the member
of the compapy. The company shall organise, operate pursuant the corresponding business
type and change in the business registration file within 10 days from the deadline for
completing transfer.
2. The obligation of the owner
a. Making charter capital contribution fully and promptly;
b. Complying with the company charter;
c. Keeping assets of the company and company owner separated. The company owner who
is an individual is required to separate between expenditure of himself or herself and that
of the company owner or Director or General director.
d. Complying with laws governing contracts on sale, borrowing, lending, leasing, renting
or other transactions between company and the company owner.
e. the owner can withdraw their capital contribution from company by transfering of a part
or whole of the charter capital to another person. In the case that the owner withdraw a part
or whole of the capital contribution in another form, the owner and individual or related
organization shall be jointly responsible for liabilities to all debts and other obligations of
the company.
f. The owner shall not gain the profit if the company is capable of paying off due debts and
other financial obligations.
g. Undertaking other obligations as stipulated in Law on Enterprise 2014 and the company
charter.

Article 7: Company Seal

1. The business have the right to decide to the number, the design as well as the contents of
the seal of the company. The content of the seal shall contain the following information:
a. A The name of the company: addresses including district, city of the head offices
b. Tax code;
c. The seal is round, size (3.6 cm), red ink color and the Enterprise has 01 seal template that is
consistent in content, form and size.
2. Before using, the company has obligation to inform the seal template with the enterprise
registration to public on the national enterprise registration portal.
3. The enterprise seal shall be managed, used to stamp the issuing company documents and
kept at the head office, the seal is brought out the head office if the President of the
company approves by physical document.

Chapter II
Organize – Manage – Operate
Article 8: The power and obligation of the company
a. The company has the following rights:
Business autonomy, self-control in choosing scope of business, area, type of business and
investment; self-control in expand the cale and scope of business which is encouraged by
the State to participate in production and supply of public products and services;
b. Select the form and method of mobilizing, distributing and using capital;
c. Actively search for markets, customers and sign contracts;
d. Recruit, hire and use labor according to business needs;
e. Actively apply modern scientific technology to improve business efficiency and
competitiveness;
f. Autonomy to decide on business affairs and internal relations;
g. Possess, use and dispose assets of the enterprise;
h. Deny any request of supplying resources that are not lawfully stipulated by law;
i. Complaints and denunciations in accordance with the law on complaints and
denunciations;
j. Engage in legal proceedings directly or via authorized person accordance with the law
k. Other rights as provided for by law.
2. The company has the following obligations:
a. Conduct business activities that are recorded in the Certificate of business registration;
ensure fulfillment of business conditions as required by laws, when conducting conditional
business lines;
b. Do accounting, make and submit financial reports faithfully, accurately and promptly in
pursuant to laws on accounting;
c. Register for a code, declare tax, pay tax and perform other financial obligations as
prescribed by law;
d. Ensuring the rights and interests of employees in pursuant to laws on labor; Ensure
lawful rights and interests of employees in pursuant to laws on labor; ensure that social
insurance, health insurance and other insurance are given to employees in pursuant to laws
on insurance.
e. Assuring and taking responsibility for the quality of goods and services according to the
registered or announced standards;
f. Implement the statistical regime according to the provisions of the law on statistics;
periodically report fully information about the enterprise and its financial situation to the
competent state agency according to the prescribed form; when detecting inaccurate or
incomplete declarations or reports, they must promptly amend and supplement such
information;
g. Comply with the provisions of the law on national defense, security, social order and
safety, protection of natural resources and environment, protection of historical, cultural
relics and scenic spots;
H. Other obligations as prescribed by law.

ARTICLE 9: ORGANIZATIONAL MANAGEMENT STRUCTURE

1. The company owner is concurrently the company's Chairman;
2. The company has 01 legal representative who is: Chairman of the company/ Director of
the company;
3. The Chairman of the company concurrently holds the position of director of the
company. When necessary, the President of the company may hire another person to act as
the Director of the Company;
4. Specific rights, obligations and duties of the company's director are specified in the
company's charter, the labor contract signed by the director with the company's Chairman;
When the Chairman of the company is absent in Vietnam, he shall authorize in writing
another person to act as the legal representative of the company according to the principles
specified in the company's charter.

ARTICLE 10: LEGAL REPRESENTATIVE OF THE COMPANY

1. The company has 01 legal representative who is also the Chairman of the company:
Full name: …………… Gender: Male/Female
Date of birth: ……Ethnicity: …………. Nationality: …
Identity card/Citizen identity card/Passport No:…………
Date Range: ……………. Issued by: ……………….
Registered place of permanent residence: ……………………..
Current residence: …………………………………………………….
2. Enterprises shall ensure to have at least one legal representative residing in Vietnam. In
case an enterprise has only one legal representative, that person shall reside in Vietnam and
must authorize in writing another person to perform the rights and perform the obligations
of the legal representative upon exiting Vietnam. Male. In this case, the legal representative
is still responsible for the performance of the authorized rights and obligations.
3. In case, the time limit for authorization under Clause 2 of this Article expires, but the
legal representative of the enterprise has not returned to Vietnam and does not have another
authorization, the following provisions shall be followed:
a) The authorized person shall continue to exercise the rights and perform the obligations
of the legal representative of the private enterprise within the scope of authorization until
the legal representative of the enterprise returns to work at the enterprise;
b) The authorized person will continue to exercise the rights and perform the obligations of
the legal representative of the limited liability company within the scope of authorization
until the legal representative of the company return to work at the company or until the
company owner decides to appoint another person to be the legal representative of the
enterprise.
4. In case an enterprise has only one legal representative and this person is absent from
Vietnam for more than 30 days without authorizing another person to perform the rights
and obligations of the enterprise's legal representative or is dead, missing, detained,
sentenced to prison, restricted or has lost his/her civil act capacity, the company owner
shall appoint another person to act as the company's legal representative.
5. In some special cases, the court has the right to appoint a legal representative in the court
proceedings.

ARTICLE 11: THE PRESIDENT CUM DIRECTOR OF THE COMPANY

1. The company president cum director shall on behalf of the owner to organize the
implementation of the rights and obligations of the company; take responsibility before law
for the performance of rights and assigned tasks according to the provisions of the
Enterprise Law 2014 and relevant laws;
2. Specific rights, obligations, duties and working regime of the President cum Director of
the company shall comply with the provisions of the company's charter and relevant laws.
ARTICLE 12: COMPANY DIRECTOR
The director of the company must have the following standards and conditions:
1. Have full capacity for civil acts and are not in prohibit subject from business
management under the Law on Enterprise in 2014;
2. Have professional qualifications and correspond practical experience in business
administration or in the main business lines of the company.
3. The director of the company is the person who runs the company's daily business
operations and is responsible to the company owner for the performance of his/her rights
and obligations. The company director has the following rights:
a) Organize the implementation of decisions of the company's president;
b) Decide related matters to the company's daily business activities;
c) Organize the implementation of the company's business plan and investment program;
d) Sign contracts on behalf of the company, except for cases under the authority of the
company's president;
e) Approve, decide, sign relevant papers and documents and contracts when participating in
bidding activities;
f) Propose the company's organizational structure plan;
g) Submit the annual financial reports to the President of the company;
h) Propose a plan to use profits or deal with losses in business;
i) Labor recruitment;
j) Other rights specified in the company's charter, the labor contract that the director sign
up with the company's president.