Enterprise;

1. An economic organization
2. Legally established – has a business registration certificate BRC issued by a business registration organization BRO – at the
provincial level
At the district, BRO still issues BRC, but it’s for other economic organizations such as business households- kinh doanh ho gd- not
enterprise
3. Own name = type of enterprise + proper name
Example; Thang Long LTD.
Can’t be similar to other companies at the same time
4. Stable office; at first time, the co. has to register with the BRO - issue BRC, so that the BRO will know whether this address
exists or not- avoid unexisting co., if the co. want to change the registered office to other places, the co. can do it, but it has to
report to BRO
For example; at first time the co. register the office in HN, 2 years later, it transferred to Bac Ninh, the co. has to report to BRO so
that they will change the stable office registered.
Assets; can be other assets instead of currency- but in the case of other co. members agree; land, car, …
5. Conducting business- except 8 prohibited areas
- Debt collection service business
- Narcotic substance business
- Business of chemicals and minerals
- Wild fauna and flora
- Prostitution business
- Purchase and sale of humans, human tissues, corpses and bodily parts, and fetuses.
- Asexual human reproduction
- Firecracker
The company has to conduct for-profit- an investment process, from the production to the sale of products or provision of
services on the market for profit purposes,
 ex. Ha Noi University is a not-for-profit org, not an enterprise- public profit, no need to pay tax, The English center is an
enterprise- that provides education services.
Social enterprise- for social purpose.

State-owned
LTD Co. Unlimited Liability Co.
Co.
Types of co. Single-member Sole
Multi-member LTD Shareholding Co. Partnerships
LTD Proprietorships
No of members 1< org or ind. 50 1 – org/ ind. 3 – org/ ind. 2 partnership Only 1 ind.
- owner Foreign, domestic Founding members +
owner. shareholders. capital
contributing
members.
Legal status yes yes yes No- partnership no
Independent entity members
Yes- capital
contributing
members.
Separation yes yes yes no
between the
owner’s assets vs.
co.’s assets
Liability Limited liability Limited Limited liability Unlimited
liability liability
Issue bonds/ Issue bonds Issue bonds Issue securities Can’t issue any Can’t issue any
shares type of type of
- securities securities securities
Transfer capital Not easy no Free to transfer
shares
 Meeting 1st- members account 1st- members
for 65% account for >50%
2nd- members of voting shares
account for 50% 2nd- members
3rd- at any % of account for
capital 33% of voting
shares
3rd- at any % of
voting shares
Decisions 65% of the 50% of the
attending member’s attending voting
capital or 75% of shares
the attending Or 65% of
members’ capital- attending voting
imp decisions. shares- imp
decisions.
No of Co.
representatives
Raise capitals Old members
contribute more
capital or Receive
capital contributions
from new members.

I. Multi-member LTD Co.

 Members;
1< org or ind. 50
Ex. Mr. A + Mr B  Co. C, Mr. A + Co. B  Co. C, Co. A + Co.B Co.C
If Co.C wants to have 51 members, it’s OK, but Co.C has to change into shareholding Co.
 Capital shares; only be transferred in accordance with legal regulations
 Capital Contribution; fully and promptly with the assets as committed- within 90 days since BRC issuance
Ex. Mr. A promised to contribute 1 billion to Co. C, but Mr.A doesn’t have enough currency, Mr.A can contribute other assets
such as gold, land use right – quyen su dung dat LUR, intellectual property rights, technologies, technical secrets, or other
assets can be converted into VND if other members agreed.
NOTE; Mr.A has to transfer the owner of assets into Co.C,
- If one fails to contribute, so, what to do? who is liable for any loss as a result of this failure?
- the member that has not fully contributed capital will have the rights that are proportional to the contributed capital, in this
case, Co.C has to register the change in contributed capital.
Buyback of capital shares; In case a member votes against decisions of the Member’s Council on relevant matters
Ex. Amendments to regulations of the company’s charter on rights and obligations of members and the Board of Members,
reorganization of the Co., and other issues prescribed by the company’s charter.
The Co. has to repurchase that member’s stake at market value or at a value determined in the Co. charter, or agreement from
both sides.
If not, the member can sell the stake to another member or a non-member  Transfer of stake
In this case, you must transfer your capital share to other members first, then non-members.
How to divide capital among other members, it depends on the proportion of capital shares they contribute,
Ex. Mr.A ; 1b, Mr.B; 2, Mr.C; 3b  Co.D
If Mr.A transfers capital- 1billion to other members, it means Mr.B and Mr.C
Mr.B vs. Mr.C = 2;3, therefore, Mr.B will receive
Mr.C can buy up the amount Mr.A transfers, or if Mr.C cannot buy up, Mr.A can transfer the remaining amount to non-members.
- If Mr.A dies his capital contribution belongs to his heirs, if his heirs deny receipting or he has no heirs, the contributed capital
belongs to the G.
 Legal status
 Not entitled to issue shares but it can issue bonds
Profit Distribution; after tax, after other financial obligations, be able to pay due debts and other obligations- according to their
proportion contributed capitals.
 After paying profit, Co.C cannot pay due debts, or doesn’t have enough assets to pay due debts, Co.C have to collect profit back
paid to members before.
II. Shareholding Company

Founding shareholders; A,B,C, they are not free to transfer ordinary shares, only they can transfer shares among A,B,C
If A wants to transfer his ord shares to Mr.I – non-founding members . It has to be approved by others in the shareholders' meeting,
and in this case, A cannot vote for himself.

Preference Stocks
Ordinary Share
Voting preference Dividend preference Redeemable Other stipulated in
shares shares preference shares the charter.
Ordinary shares Only organizations Participating preference Having the right to
cannot be converted authorized by the G shares that provide their request Co.C to buy
into preference shares, and founding holders with higher back their shares, free
but PS may be shareholders may hold dividends than ordinary to request, Co.C pay
converted into super-voting shares. share’s back money to
ordinary shares. Shall be effective for 3 Annual dividends = shareholders and
years, after this period, fixed dividends + extra shareholders give the
super-voting shares dividends certificate to Co.C
shall become ordinary
shares.
Receiving part of the Receiving part of the
remaining assets in remaining assets in
proportion to their proportion to their
holdings in case the holdings in case the
company when company dissolved or
dissolved or went went bankrupt after the
bankrupt. company’s debts and
redeemable preference
shares are fully paid.
 1 share = one vote 1 share > 1 vote

Has the right of vote Don’t have the right to Don’t have the right
vote, participate in the to vote, not be a
GMS, … candidate for BOD,
BOC, participate in
GMS
Must not transfer these
shares to other people
unless …

III. Private enterprises

 A private enterprise is owned by one individual liable for all activities with all his assets,
 No separation between the owner’s assets and the Co.’s assets  if the co. doesn’t have enough money to pay for its
debts, the owner has to take his personal assets to pay for the debts  unlimited liability.
One of the 4 conditions so that a company has legal status is that there must be a separation between the company’s assets and the
owner’s assets  private enterprise has no legal status.
 One individual only can establish one private enterprise, and can not be the owner of a household business.

CIVIL CODE
  There are two types of contracts;
1 is a service contract, the employer hires an employee to do a job, and when you complete the job, the employer pays you
money, focuses on the results, and doesn’t care about the process, during the time you perform this job, the employer will not be
responsible for any accidents or unexpected situations.
2 is a labor contract, it’s recorded in the labor code, it guarantees for employees a lot of things about their rights.
Enter into labor contracts; giao kết hợp đồng; 1 bên đề nghị giao kết hợp đồng- offerer, 1 bên chấp nhận giao kết