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Basic concepts of
business and
enterprise
Corporation law Truong Trong Hieu

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Contents

• Business
• Definition
• Rights to business
• Conditions for engaging business
• Enterprise establishment
• Definition of enterprise
• Contracts for creating an enterprise
• Enterprise registration
• Features of limited liability

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Business

• The continuous execution of one, some or all stages including

investment, manufacturing, sale or provision of goods and services
on the market for profit
• Objects – goods n services – products
• Purpose
• Machanism

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Enterprise Master title style
establishment

• An organization having a proper name, assets, premises, is established or

registered in accordance with law for business purposes
• Name
• Assets
• EID number (code)
• Doing business activities

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• A, B n C together create an enterprise – CBA limited liability company

• A invests 2 bil into
• B invests 2 bil into
• C invests 2 bil into
• A hire a house from D to be used for the CBA’s head quater (in future/ after CBA establised) – A needs
to make a contract with D

• 🡪 this contract is signed before the establishment of CBA

• Contract / some activites…. conducted BEFORE the enterprise’ creations for the establishment of an
enterpriese
• 🡪 contract between A, B, C and D – A hire a house with 440 mil / per year

• If the CBA is created (as their plan) – A, B n C have JOINT responsibility

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• D asks for 440 mil compensation

440/3 = 146 mil
A pays 146 mil
B pays 146 mil
C pays 46 mil

100 mil? – C? 🡪 A n B together pay 100mil to D for C

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Pre-registration title style
contracts

•Enterprise’s founder may sign contracts serving the establishment and operation
of the enterprise - before and during the process of enterprise registration

•When the Certificate is granted - the enterprise shall continue exercising and
performing the rights and obligations under the concluded contracts

•When the Certificate is not granted - the persons concluding the contracts are
responsible for their execution
• Any other participant in the establishment of the enterprise is jointly responsible for the
execution of these contracts as well

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Enterprise Master title style
establishment
Only 1 file

• Private Enterprise
• The enterprise registration application form
• Copies of legal documents of the enterprise’s owner

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Enterprise Master title style
establishment
Only 1 file

• For the others

• The enterprise registration application form
• Company’s charter
• Copies of legal documents of the company’s members

Company A and Mr B — Hoa Hong Corp.

Company A / Mr M

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Enterprise Masterprocedures
registration title style

•At the business registration authority

•By post
•Online enterprise registration - the National Enterprise Registration Portal
• digital signatures
• business registration accounts
• In 3 days for issuing the certificate

• Enterprise’s names

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Reviewing

• Bill
• In 3 days
• Checking
• Subject
• Sectors
• Name
• Fee

Công ty TNHH H2O@#

THANH THUY RESTAURANT

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Enterprise’s names title style

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Enterprise’s names title style

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Enterprise’s names title style

• Be prohibited in:
• Use of any name that is identical or confusingly similar to another enterprise’s name
• Use of the name of a state authority, the People’s military unit, political organization, socio-political
organization, socio-political-professional organization, social organization, social-professional
organization – unless it is accepted by that authority, unit or organization
• Use of words or symbols that against the country’s history, culture, ethical values and good traditions

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Contributed Master title style
assets

•Art. 34
•Including VND, convertible foreign currencies, gold, land use right (LUR), intellectual
property rights, technologies, technical secrets, other assets that can be converted into
VND

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ownership style assets
contributed

•For assets whose ownership have been registered

• The capital contributor shall follow procedures for transfer the ownership of such assets
• Be exempt from registration fee
•For assets whose ownership is not registered
• Be recorded in writing
• Unless the contribution is made by wire transfer

• Be exempt for the private enterprise

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Authorized Master title
representatives ofstyle
the owner/members that
are organizations
• Be prescribed by the charter
• May designate up to 03 authorized representatives - when
• a member of a multiple-member limited liability company holds at least 35% of charter capital
• a shareholder of a joint stock company holds at least 10% of ordinary shares

• The holding represented by each of them shall be specified

• Otherwise - the total holding shall be equally divided among thêm

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• Corporation A – 4 bil
• B – 3 bil / individual
• C – 3 bil / Corporation – 30%
•  corporation CBA – 10 bil / A holds 40% - 3 representatives –
Hoa, Tam and My --

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Liability

• Limited liability
• Unlimited liability

A invests 1 bil / 4 bil

B invests 2 bil / 3 bil
C invests 2 bil / 0 bil

CBA limited liability company / 5 bil

7 bil in debts / 2 bil

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References

• Reading documents:
• The nature of firms – R.H. Coase
• Giới thiệu một số lý thuyết “mới” về hãng – Vũ Thành Tự Anh
• Case: Chiêu “ve sầu thoát xác” của máy tính Hoàn Long

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