Prepared by group 3

CONCEPTS, CHARACTERISTICS
AND REAL CASES
Of Joint Stock Companies and Multi-member Limited Liability Companies

International Business Law - Midterm Project

Team Members

Hoàng Lê Hải Triều 2213790061

Hà Lê Phương 2214790041
Nguyễn Thị Yến Như 2212790040
Bùi Hà Vy 2212790064
Nguyễn Phương Anh 2213790007

Vũ Tuyết Ngân 2214790037

Võ Mỹ Xuân 2213790065

Nguyễn Tuệ Anh 2211790863 Trần Anh Thư 2213790052

 TABLE OF CONTENT
01 04
INTRODUCTION STRENGTHS, WEAKNESSES
AND COMPARISION

02 05
MULTI-MEMBER LIMITED LIABILITY REAL CASES: JOINT STOCK
COMPANY’S CHARACTERISTICS COMPANY
MODEL 1
03 MODEL 2

JOINT STOCK COMPANY

DEFINITION
06
CHARACTERISTICS SUMMARY & REFERENCE
INTRODUCTION
Why we choose this:
In the ever-coming waves of economic change, choosing
an appropriate business structure is considered a key
determinant of the success and sustainability of any
company's future. Among the common types of forms,
Joint Stock Company (JSC) and the Multi-member Limited
Liability Company (MMLLC) are two models that bear
different characteristics and are appropriate for different
enterprise forms.

What we focus on:

What these types of company are?
Why & When to choose them?
Multi-member Limited Liability
Company’s Characteristics
Multi-Member Limited
Liability Company (MMLLC)

Legal Requirement Legal Status Limited Liability

for Establishment

Organizational Structure Legal Representative Capital

 Legal Requirement for
Establishment

Divided into shares,

with members required
Requires 2–50 Individuals or Drafted & signed by
to fully contribute their
members. Organizations all members.
pledged capital upon
formation.

Number of Founding
Charter Capital Company charter
Members Members
 Organizational Structure

Chairman of the
Members' Council

App
oint
Appoint

Board of
Members' Supervise
Supervisor/
Council
Supervisors

Appoint or
Recruit
vise
per
Su
Director/
General
Director
 Legal Representatives
The Chairman of the Members' Council or the
Director/General Director.
Legal Status
The legal representative is responsible for
fulfilling duties in line with legal requirements.

Legal Status
An MMLLC operates as a separate legal entity from
its members. This status allows for continuity in
operations even if there are changes in membership.
 Limited Liability

Debt Responsibility Member Liability Asset Separation

The company is only Members are liable only

Distinct separation
responsible for debts and for the capital they have
between company assets
other financial obligations committed to contribute to
and member assets.
to the extent of its own the company.
assets.
CAPITAL

Capital Contributions Adding New Members

Ownership Interests: forms the basis for Approval Required: New members can join with capital

their profit and loss share. contributions, but often require approval from existing
members.
Voting Rights (unless the operating
Membership Limit: Total members cannot exceed 50.
agreement specifies otherwise).

Capital Raising Transferability of Capital

No Share Issuance: MMLLCs cannot issue Right to Transfer: Members can transfer part or all of their
shares. contributed capital, but must first offer it to current members.
Capital Increases: Achieved by contributions Transfer to Outsiders: Allowed only if current members
from existing or new members. decline within 30 days; existing members typically approve
new ownership.
Joint Stock Company
Joint Stock
Company (JSC)

Legal Requirement Legal Status Limited Liability

for Establishment

Organizational Structure Legal Representative Capital

Definition

A Joint Stock Company ("JSC"), or Công Ty Cổ Phần in

Vietnamese, is an enterprise in which the charter capital is
divided into units of equal value called shares.
 Legal Requirement for
Establishment

Individuals or Organizations. Definition: Total face value of

Subscribe for at least 20% of the shares sold.
Minimum 3 shareholders
the total authorized ordinary Capital Raising: May issue stock
No Maximum Limit
shares upon enterprise and list on the Vietnam Stock
registration. Exchange.

Number of Founding
Charter Capital
Members Members
 Organizational Structure
Model 1 Model 2
General Meeting of General Meeting of
Shareholders App Shareholders
oint

Appoint Appoint

Board of Board of
Board of Supervise
Supervisor/ Directors
Directors
Supervisors
int App
o oint
Appoint App

rvise
e
Director/ Sup Director/
Audit
General General
Committee
Director Director

Supervisory Board: Required if the JSC has more BOD with at least 20% independent members.
than 11 shareholders or if corporate shareholders Audit Committee under the BOD: Provides internal
hold more than 50% of total shares. control and financial oversight.
 Legal Status

Juridical Person Asset Ownership Limited Liability Legal Participation

The company can

Gains legal status upon Company assets are Shareholders’ financial
engage in legal
issuance of the separate from liability is limited to
activities independently
Certificate of Business shareholders' personal their capital
through a designated
Registration. assets. contribution.
representative.
 Legal Representatives
Single Representative: the President of the Board of Directors or
Director/General Director.
Multiple Representatives: The President of the Board and Director/General
Director serve jointly.
Responsibility: Ensuring legal compliance & Representing the company.

Authorized Representatives
Enterprises must have a designated legal representative at all times.
The legal representative is required to reside in Vietnam.
If they leave, they must:
provide written authorization to another resident to act in their stead
while remaining accountable for the authorized person’s actions.
Authorization lasts until:
+ The legal representative returns.
+ Terminate the authorization
+ The enterprise designates a new legal representative
Courts can appoint a representative for court matters if needed.
*Article 12, 2020 Enterprise Law
 Capital

Sold Shares:
01 Authorized shares that have been fully paid for by shareholders
Total number of subcribed shares

Authorized Shares:
Shares Total shares approved by the General Meeting of Shareholders including:
02 Subscribed Shares: Paid by shareholders.
Classifications
Unsubscribed Shares: Authorized but not yet sold.

Unsold Shares:
03 Authorized shares that have not been subscribed to or paid for.
The total number of unsubscribed shares.
 Capital
Types of Shares
Mandatory type of share in a JSC.
Grants one vote per share, exercised directly or through an authorized representative.
Ordinary
Founding shareholders may freely transfer shares within three years but require GMS
Shares approval to transfer to non-founders.
Not convertible into preference shares.

Participating Preference Shares:

Higher or stable dividends compare to the ordinary shares.
Preference Redeemable Preference Shares:
Refundable at the shareholder's request; typically do not carry voting rights,
Shares
freely transferable
Super-Voting Shares:
Ordinary shares with multiple votes per share, convertible into ordinary shares.
Shareholders may transfer their shares to other persons except
for the cases specified

Clause 3 Article 120 Clause 1 Article 127

Within 03 years from the issuance date Shares may be transferred freely except
of the Certificate of Enterprise the cases specified in Clause 3 Article 120
Registration, the ordinary shares of of this Law and other cases of restriction
founding shareholders may be specified in the company's charter. The
transferred to other founding restrictions on transfer of shares
shareholders and may only be specified in the company's charter are
transferred to a person that is not a only applicable if they are written in the
founding shareholder if the transfer is certificates of the shares subject to
accepted by the GMS. restriction.
 Comparison:
STRENGTHS vs. WEAKNESSES
MULTI-MEMBER LIMITED LIABILITY COMPANY

Limited Liability for Members: Limited Capital Rising:

Safeguarded personal assets No issue shares to public, funding only
Flexibility in Management: from loans or capital contributions
Flexible in choosing management Transferability of Ownership:
structure and members’ involvement Complicated, required consent of
Fewer Regulations: other members
Simpler compliance obligations, no Member Responsibilities:
extensive processes If not properly managed, personal
liability issues can happen
 JOINT STOCK COMPANY

Limited Liability for Shareholders:

Complex Management Structure:
Only liable for the amount they have
Include more management bodies
invested in shares
Less Direct Control:
Easier Capital Acquisition:
Shareholders often have limited
Significant capital can be raised by
influence over the daily operations of
issuing shares to the public through
the company.
stock markets
Regulatory Compliance:
High Liquidity:
High operational costs and
Shares can be exchanged publicly
administrative burdens
Investment can convert into cash
 JOINT STOCK COMPANY MULTI-MEMBER LLC
Management
Structure Complex Flexible

Regulations Strict requirements Fewer requirements

Invlovement/
Control
Limited involvement Active roles

Capital Rising Can issue to Public Cannot issue to Public

Liquidity
Shares transferred easily Complicated to transfer

Limited Liability
Insulated from mismanagement risks Can be exposed to personal liability
 Model 1:
VIETNAM DAIRY PRODUCTS JOINT
STOCK COMPANY (VINAMILK)
Company Overview
Company’s name:
In Vietnamese: CÔNG TY CỔ PHẦN SỮA VIỆT NAM
In English: VIETNAM DAIRY PRODUCTS JOINT STOCK COMPANY
Abbreviation: VINAMILK

HOSE Stock Code: VNM

Headquaters: No. 10 Tan Trao Street, Tan Phu Ward, District 7,

Ho Chi Minh City

Legal Foundation:
From state-owned to Joint Stock, in accordance with Vietnam
Enterprise Law
Has legal entity status from the date of its establishment
Shareholders are only liable for: Debts and other Property obligations
 Organizational Structure

According to Article 137, Clause 1 of the Law on Enterprises

2020, the organizational structure for management,
administration, and control of the Company includes:
1. General Meeting of Shareholders;
2. Board of Directors, Audit Committee under the Board of Directors; and
3. General Director - Chief Executive Officer
 Legal Representative

Mrs. Mai Kieu Lien - C.E.O

*Article 3, Clause 2 of the Company Charter 2023

 General Meeting of Shareholders
Significance: the highest authority of the Company

Composition: All Shareholders with voting rights

Held once a year, within four (04) months from the end of the
financial year
Scope of work:
hold extraordinary general meetings.
decides on matters as prescribed by Law and this Charter,
particularly approving the annual financial statements and
business plan of the Company.
invite representatives from the approved audit organization
that conducted the audit of the Company’s financial
statements

*Article 139, Clause 1,3 of the Enterprise Law 2020

*Article 11, Clause 2 of the Company Charter 2023.
 Authorized Representative
Cases where: Shareholders authorize an individual or
organization to represent them during the General Meeting of
Shareholders

Voting rights remain valid even if:

The authorizing party has passed away, been restricted in legal
capacity, or has lost legal capacity;
The authorizing party has revoked the appointment of
authorization; or
The authorizing party has withdrawn the authority of the
individual executing the authorization.

*Article 13, Clause 3 of the Company Charter 2023

 Board of Directors

Human Resources Compensation

Audit Committee Strategy Committee
Committee Committee

Mr. Do Le Hung Mrs. Mai Kieu Lien Mrs. Tieu Yen Trinh
Mr. Nguyen Hanh Phuc
Mr. Alain Xavier Cany Mrs. Dang Thi Thu Ha Mr. Nguyen Hanh Phuc
Mrs. Mai Kieu Lien
Mr. Michael Chye Hin Mr. Lee Meng Tat Mr. Michael Chye Hin
Mr. Lee Meng Tat
Fah Mr. Le Thanh Liem Fah
Mrs. Dang Thi Thu Ha
Mr. Hoang Ngoc Thach Mr. Alain Xavier Cany Mr. Hoang Ngoc Thach

*Non-excutive Member
Article 154, Clause 1,2 of the Law on Enterprises 2020
Article 21, Clause 3 of the Company Charter 2023
 Chairman of the BODs

Mr. Nguyen Hanh Phuc

*Article 23, Clause 4 of the Company Charter 2023

General Director, Executive Director
and Corporate Governance Officer
General Director - Mrs. Mai Kieu Lien
Executive Directors:
Mr. Doan Quoc Khanh - Interim Executive Director of Raw
Material Development
Mrs. Bui Thi Huong - Executive Director of Human Resources -
Administration & External Affairs
Mr. Nguyen Quoc Khanh - Executive Director of Research and
Development
Mr. Le Thanh Liem - Executive Director of Finance and Chief
Accountant
Mr. Nguyen Quang Tri - Executive Director of Marketing
Mr. Le Hoang Minh - Executive Director of Production
 General Meeting of Shareholders
Scope of work for Executive Directors:
Assist the General Director in one or more tasks as assigned
Authorized by and accountable to the General Director, the
Board of Directors, and the Law for the scope of work
assigned and authorized.
Corporate Governance Officer:
Minimum position: 1
Appointed by the Board of Directors
May be dismissed at any time time BODs, provided it complies
with the current labor laws.
Scope of work for Corporate Governance Officer:
Serve as the company secretary
Advising and supporting the Board of Directors by focusing on 4
areas: Governance, Advisory, Communication, Compliance.
*Article 30, Clause 1,2 of the Company Charter 2023
 CHARTER CAPITAL, SHARES
Total VND 20,899,554,450,000
Charter
(Twenty trillion eight hundred ninety-nine billion five hundred
Capital
fifty-four million four hundred fifty thousand dong))

2,089,955,445 shares
Common
(equivalent to the Company's Charter Capital divided by the
Shares
par value of the shares)

Nominal
value of 10,000 VND (Ten thousand Vietnamese Dong)
each share

*April 25, 2023

 Shares issuance
Issuing Additional Preferred Shares
The company can increase its
charter capital by issuing new Convertible Bonds & other
preferred shares. upon approval of Securities
BOD and in compliance with the Approval from the General
provisions of the Law Meeting & in compliance with
the provisions of the Law.
Must be signed by the legal
Purchase shares representative and bear the
previously issued by itself in company seal.
accordance with the provisions of
these Articles of Association and
applicable law.

*Article 6, Clause 3,4,6,7 of the Company Charter 2023

 Shares Transfer
Transfer between individuals
All shares are freely transferable unless otherwise stipulated
by this Charter and the Law.
All listed shares and shares registered for trading on the Stock
Exchange are transferred in accordance with securities and
stock market regulations.

Transfer through inheritance

if an individual Shareholder dies, loses legal capacity, or is restricted in
legal capacity, the heirs (either by will or by law) or the legal asset
managers of that Shareholder shall be the only persons recognized
by the Company as having the right or benefit over the shares; and
this provision does not imply that the deceased, incapacitated, or
restricted Shareholder is exempt from any obligations associated with
any shares they hold.

*Article 7, Clause 1, 2 of the Company Charter 2023

 Model 2:
XUAN TRUONG HAI COMMERCIAL
AND TRANSPORT JOINT STOCK
COMPANY
Company Overview Enterprise Name:
In English: XUAN TRUONG HAI COMMERCIAL AND TRANSPORT
JOINT STOCK COMPANY (XUAN TRUONG HAI JSCO)
In Vietnamese: CÔNG TY CỔ PHẦN VẬN TẢI VÀ THƯƠNG MẠI
XUÂN TRƯỜNG HAI

Enterprise Code: 0200596220

Transformation:
Founded in 1995 as XUAN TRUONG HAI CO., LTD.
Converted to a Joint-stock company model on
January 13, 2014, approved by the Hai Phong City
Department of Planning and Investment.

Head office address:

No. 783 Nguyen Binh Khiem Street, Phuong Luu Cluster,
Dong Hai 1 Ward, Hai An District, Hai Phong City.
 Legal Status Limited Liability

According to Clause 2, Clause 3, Article According to Article 111 of the

111 of the Enterprise Law 2020: Enterprise Law 2020:
Has legal entity from the date of The company is liable for all assets
issuance of the Business Registration owned.
Certificate (January 13, 2014) Shareholders' liability is limited to
Authorized to issue shares, bonds, and their capital contributions to the
other securities. company.
 Organizational Structure

General Meeting of Shareholders

The Board of Directors

General Director

Department of Department Department Department of Department Department Department

Delivery and of Fuel of Port Project & of Business of of HR &
Transportation Station Warehouse Agricultural Department Finance & Administration
Operations and Service Product Accounting Department
Division Processing Department
Division
General Meeting of Shareholders
Composition:
6 Shareholders, with Mr. Doan Thanh Hai as the largest
shareholder.
Mr. Doan Thanh Hai serves as Chairman of the Board and
General Director.

Decision-Making Authority:
Remaining shareholders retain the right to participate in
important company decisions through the GMS.
Important company decisions can only be passed if the
resolutions are approved by more than 50% of the total
votes of attending shareholders.

Power:
Strategic Approvals Major Financial Decisions
Governance & Oversight

*Article 138 of the Enterprise Law 2020.

The Board of Directors (BOD)
Composition:
Led by Chairman Mr. Doan Thanh Hai.
3-11 members, with a minimum of 20% independent members.
Includes an internal Audit Committee.

Role:
The BOD is the main governing body overseeing company
strategy, operations, and compliance.
Ensures all activities adhere to legal and regulatory requirements.
Authority:
Oversees the General Director and approves important
business decisions.
Directly accountable to the shareholders.
Power:
Strategic Planning Investment and Operations
Financial Oversight Human Resources
Decision-Making Process Compliance
*Article 154 of the Enterprise Law 2020.
General Director
Leadership
As General Director, Mr. Doan Thanh Hai oversees the
company’s daily operations.
Executes decisions from the Board of Directors.

Operational Management:
Manages staffing, governance structure, and operational
processes.
Makes day-to-day business decisions within the scope defined
by the BOD.

Accountability:
Legally responsible for following the company’s charter,
employment contracts, and BOD decisions.
Required to compensate the company for any losses caused
by mismanagement.
*Article 162 of the Enterprise Law 2020.
Legal Representative

Mr. Doan Thanh Hai - General Director

CHARTER CAPITAL
Total
Charter 20,000,000,000 VND (Twenty billion Vietnamese Dong)
Capital

Common
2,000,000 common shares (no preferred shares)
Shares

Par value
of each 10,000 VND (Ten thousand Vietnamese Dong)
share
Methods of Raising Capital
Issuing Additional Shares
The company can increase its
charter capital by issuing new
common or preferred shares.
Process Summary
Approval from the General
Meeting => Issue new shares
=> Increase capital.
Purpose
To fund business growth, new
projects, or expansions based on
company needs.
Methods of Transferring Capital

General Transferability Transfer of Founding Shareholders'

All shares can be freely transferred Shares
unless restricted by the company’s Within 3 years of company registration:
charter or legal regulations. Free transfer to other founding
shareholders.
Transfers to non-founding
shareholders require approval from
Special Circumstances the General Meeting of Shareholders.
If a shareholder is deceased or Transferring founding shareholders
incapacitated, the heirs or legal cannot vote on their own transfer.
managers inherit share rights, with Unpaid Shares: Cannot be transferred
obligations intact. and have limited rights (e.g., no dividends).
Quizz Time
Quizz
EduTech Innovations JSC has 8 individual shareholders
and each shareholder holds an equal stake of 12.5% in the
company. It operates with a two-tier structure, including
both a Board of Directors and a Supervisory Board. The
company has seen significant growth, with the GMS
recognizing the need for faster decision-making. A proposal
is raised to move to a single-tier board system, merging
oversight and decision-making within the BOD to streamline
management.

Can EduTech Innovations JSC transition from a two-tier

management structure to a one-tier structure by eliminating
the Supervisory Board? Using IRAC model.

Hint: Vietnam Enterprise Law 2020 Article 137, 148 and 153.
Summary
&
References
Scan me
Thank you