Enterprise Law 2020

THE LAW

BUSINESS

Based on the Constitution of the Socialist Republic of Vietnam;

The National Assembly enacted the Enterprise Law.

Chapter I

GENERAL PROVISIONS

Article 1. Scope

This law regulates the establishment, management, restructuring, dissolution, and related operations of enterprises, including limited liability companies, joint-stock companies, partnerships, and sole proprietorships; and regulates groups of companies.

Article 2. Subject of application

1. Businesses.

2. Agencies, organizations, and individuals involved in the establishment, management, reorganization, dissolution, and related operations of enterprises.

Article 3. Application of the Enterprise Law and other laws

In cases where other laws contain specific provisions regarding the establishment, organization, management, reorganization, dissolution, and related operations of enterprises, the provisions of those laws shall apply.

Article 4. Explain words

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

1. Copy A document is a copy made from the original register or certified from the original by a competent authority or organization, or has been compared with the original.

2. Foreign individuals is a person holding documents that identify them as a foreign national.

3. Shareholder An individual or organization that owns at least one share of a joint-stock company.

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

5. Dividend It is the net profit paid to each share in cash or other assets.

6. the Company This includes limited liability companies, joint-stock companies, and partnerships.

7. Limited liability company This includes single-member limited liability companies and limited liability companies with two or more members.

8. National Portal regarding business registration It is an electronic portal used for online business registration, publishing business registration information, and accessing business registration information.

9. National database of business registration It is a collection of data on business registrations nationwide.

10. Business & Investment An organization is an entity with a distinct name, assets, and a registered office, established or registered in accordance with the law for the purpose of conducting business.

11. State-owned enterprises This includes enterprises in which the State holds more than 50% of the charter capital and the total number of voting shares as stipulated in Article 88 of this Law.

12. Vietnamese businesses A business is an enterprise established or registered in accordance with Vietnamese law and has its head office in Vietnam.

13. Contact address This is the registered head office address for an organization; the permanent residence or workplace address or other address of an individual that they register with the business as a contact address.

14. Market value of equity stake or shares This refers to the market transaction price at the immediately preceding time, the price agreed upon between the seller and the buyer, or the price determined by a valuation organization.

15. Business registration certificate It is a document, in paper or electronic form, recording information about business registration issued to a business by the Business Registration Authority.

16. Personal legal documents This includes one of the following documents: Citizen Identity Card, National Identity Card, Passport, or other legally valid personal identification documents.

17. Legal documents of the organization This includes one of the following documents: Decision on establishment, Certificate of business registration, or other equivalent documents.

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

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

20. Valid application A file is a complete set of documents as prescribed by this Law, and the content of those documents is fully declared in accordance with the law.

21. Business It is the continuous performance of one, several, or all stages of the process from investment and production to consumption of products or provision of services in the market with the aim of seeking profit.

22. Family members This includes: wife, husband, biological father, biological mother, adoptive father, adoptive mother, father-in-law, mother-in-law, father-in-law, mother-in-law, biological child, adopted child, son-in-law, daughter-in-law, biological brother, biological sister, biological sibling, brother-in-law, sister-in-law, wife's biological brother, husband's biological brother, wife's biological sister, husband's biological sister, wife's biological sibling, husband's biological sibling.

23. People involved Individuals or organizations that have a direct or indirect relationship with a business in the following cases:

a) The parent company, its managers and legal representatives, and the person authorized to appoint the parent company's managers;

b) Subsidiary companies, their managers, and their legal representatives;

c) Individuals, organizations, or groups of individuals or organizations capable of controlling the operations of that business through ownership, acquisition of shares or capital contributions, or through decision-making within the company;

d) Business managers, legal representatives, and auditors;

d) Spouse, biological father, biological mother, adoptive father, adoptive mother, father-in-law, mother-in-law, father-in-law, mother-in-law, biological child, adopted child, son-in-law, daughter-in-law, biological brother, biological sister, biological sibling, brother-in-law, sister-in-law, daughter-in-law, son-in-law of the company manager, legal representative, auditor, member and shareholder owning controlling capital contributions or shares;

e) Individuals acting as authorized representatives of companies or organizations as stipulated in points a, b, and c of this clause;

g) Enterprises in which the individuals, companies, and organizations specified in points a, b, c, d, e, and f of this clause own assets to the extent that they control the company's decision-making.

24. Business manager This refers to managers of private enterprises and company managers, including private enterprise owners, partners, chairpersons of the Board of Members, members of the Board of Members, company chairpersons, chairpersons of the Board of Directors, members of the Board of Directors, directors or general managers, and individuals holding other managerial positions as stipulated in the company's charter.

25. Business founder An individual or organization that establishes or contributes capital to establish a business.

26. Foreign investors Individuals and organizations as defined by the Investment Law.

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

28. Public goods and services These are essential products and services for the socio-economic life of the country, locality, or community that the State needs to ensure for the common good or to ensure national defense and security, and whose production and supply under market mechanisms are unlikely to cover the costs.

29. Company members An individual or organization that owns a portion or all of the charter capital of a limited liability company or a partnership company.

30. Members of a partnership company This includes general partners and limited partners.

31. Business reorganization This refers to the division, separation, merger, acquisition, or conversion of a business entity.

32. Foreign organization It is an organization established abroad under foreign law.

33. Capital has voting rights It is a capital contribution or shareholding that gives the owner the right to vote on matters within the decision-making authority of the Board of Members or the General Meeting of Shareholders.

34. Authorized capital It is the total value of assets contributed or pledged by company 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 stipulated in this Law; ensures equality before the law for all enterprises regardless of ownership form and economic sector; and recognizes the legitimate profitability of business activities.

2. The State recognizes and protects the property rights, investment capital, income, and other legitimate rights and interests of enterprises and their owners.

3. The legitimate assets and investments of enterprises and their owners shall not be nationalized or confiscated through administrative measures. If absolutely necessary, the State may requisition or appropriate the assets of an enterprise, and compensation shall be provided in accordance with the law on requisition and appropriation of assets. Compensation must ensure the interests of the enterprise and shall not discriminate between different types of enterprises.

Article 6. Political organizations, socio-political organizations, and employee representative organizations at the enterprise level.

1. Political organizations, socio-political organizations, and employee representative organizations at the enterprise level operate in accordance with the Constitution, laws, and the organization's charter.

2. Enterprises have an obligation to respect and not obstruct or hinder the establishment of political organizations, socio-political organizations, and employee representative organizations at the enterprise level; and must not obstruct or hinder employees from participating in the activities of these organizations.

Article 7. Rights of enterprises

1. Freedom to engage in business activities in any field or profession not prohibited by law.

2. Business autonomy and the choice of business organizational structure; proactively selecting industries, occupations, locations, and business models; proactively adjusting the scale and scope of business activities.

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

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

5. Export and import business.

6. Recruit, hire, and employ workers in accordance with labor laws.

7. Proactively apply science and technology to improve business efficiency and competitiveness; and be protected by intellectual property rights in accordance with the law on intellectual property.

8. Possession, use, and disposal of the enterprise's assets.

9. Refusing requests from agencies, organizations, or individuals for the provision of resources that are not in accordance with the law.

10. Filing complaints and participating in legal proceedings as prescribed by law.

11. Other rights as prescribed by law.

Article 8. Obligations of enterprises

1. Meet all investment and business conditions when operating in conditional investment and business sectors; and conditional market access sectors for foreign investors as prescribed by law, and ensure that these conditions are maintained throughout the business operation.

2. Fully and promptly fulfill obligations regarding business registration, registration of changes to business registration details, public disclosure of information on the establishment and operation of the business, reporting, and other obligations as prescribed by this Law.

3. Be responsible for the truthfulness and accuracy of the information declared in the business registration application and reports; if any inaccurate or incomplete information is found in the declared or reported information, it must be promptly amended and supplemented.

4. Organize accounting work, pay taxes, and fulfill other financial obligations as prescribed by law.

5. Ensure the legitimate rights and interests of employees in accordance with the law; do not discriminate against or insult the honor and dignity of employees in the enterprise; do not mistreat or force employees, or illegally employ minors; support and create favorable conditions for employees to participate in training to improve their skills and qualifications; implement social insurance, unemployment insurance, health insurance, and other insurance policies and schemes for employees as prescribed by law.

6. Other obligations as prescribed by law.

Article 9. Rights and obligations of enterprises providing public goods and services

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

2. Costs are accounted for and reimbursed according to prices stipulated by the law on bidding or by collecting service fees as prescribed by competent state agencies.

3. Guaranteed appropriate product and service delivery timeframes to recover investment capital and generate reasonable profits.

4. Supply products and services in sufficient quantity, of the correct quality, and within the committed timeframe, at prices or fees stipulated by competent state authorities.

5. Ensure fair and favorable conditions for customers.

6. Be legally responsible to the law and to customers for the quantity, quality, supply conditions, and price/fees of products and services provided.

Article 10. Criteria, rights and obligations of social enterprises

1. Social enterprises must meet the following criteria:

a) Being a business registered in accordance with the provisions of this Law;

b) The objectives of the activities are to address social and environmental issues for the benefit of the community;

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

2. In addition to the rights and obligations of enterprises as stipulated in this Law, social enterprises have the following rights and obligations:

a) Owners and managers of social enterprises shall be considered, facilitated, and supported in obtaining relevant licenses, certificates, and permits in accordance with the law;

b) To mobilize and receive funding from individuals, businesses, non-governmental organizations, and other organizations in Vietnam and abroad to cover the management and operating costs of the enterprise;

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

d) Funding raised must not be used for purposes other than offsetting administrative and operating costs to address the social and environmental issues that the enterprise has registered;

d) In cases where social enterprises receive incentives or support, they must periodically report to the competent authority on their operational status annually.

3. Social enterprises must notify the competent authority when they cease implementing social or environmental objectives or when they no longer use profits for reinvestment as stipulated 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 detail this Article.

Article 11. Document retention regime of enterprises

1. Depending on the type of business, the following documents must be kept:

a) Company charter; company internal management regulations; member register or shareholder register;

b) Industrial property protection certificates; certificates of registration for product, goods, and service quality; licenses and other certificates;

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

d) Voting slips, vote counting minutes, minutes of meetings of the Board of Members, General Meeting of Shareholders, Board of Directors; decisions of the enterprise;

d) Prospectus for the offering or listing of securities;

e) Reports of the Supervisory Board, conclusions of the inspection agency, conclusions of the auditing organization;

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

2. Enterprises must retain the documents specified in Clause 1 of this Article at their head office or other location specified in the company's charter; the retention period shall comply with the provisions of the law.

Article 12. Legal representative of the enterprise

1. The legal representative of a business is an individual who represents the business in exercising the rights and obligations arising from the business's transactions, representing the business as a party requesting the resolution of civil matters, plaintiff, defendant, or party with related rights and obligations before arbitration panels, courts, 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 titles, and rights and obligations of the legal representatives. If the company has more than one legal representative, the charter specifies the rights and obligations of each legal representative. If the division of rights and obligations of each legal representative is not clearly stipulated in the charter, each legal representative of the company is a fully authorized representative of the enterprise before third parties; all legal representatives shall be jointly liable for damages caused to the enterprise in accordance with civil law and other relevant laws.

3. Businesses must ensure that at least one legal representative resides in Vietnam. If only one legal representative remains residing in Vietnam, that person must authorize another individual residing in Vietnam in writing to exercise the rights and obligations of the legal representative upon leaving Vietnam. In this case, the legal representative remains responsible for the exercise of the delegated rights and obligations.

4. If, after the expiration of the authorization period as stipulated in Clause 3 of this Article, the legal representative of the enterprise has not returned to Vietnam and no other authorization has been given, the following provisions shall apply:

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

5. Except as provided in Clause 6 of this Article, for enterprises with only one legal representative who 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 who dies, goes missing, is under criminal investigation, is detained, is serving a prison sentence, is undergoing administrative measures at a compulsory rehabilitation center or compulsory education center, has limited or no civil capacity, has difficulties in understanding or controlling their behavior, or is prohibited by the Court from holding a position, practicing a profession, or performing a certain job, the company owner, the Board of Members, or the Board of Directors shall appoint another person to act as the legal representative of the company.

6. For a limited liability company with two members, if one member, who is an individual acting as the company's legal representative, dies, goes missing, is under criminal investigation, is detained, is serving a prison sentence, is undergoing administrative sanctions at a compulsory rehabilitation center or compulsory education facility, has absconded from their place of residence, has limited or no civil capacity, has difficulties in understanding or controlling their behavior, or is prohibited by the Court from holding a position, practicing a profession, or performing a certain job, then the remaining member automatically becomes the company's legal representative until a new decision is made by the Board of Members regarding the company's legal representative.

7. Courts and other competent procedural authorities have the right to appoint legal representatives to participate in proceedings in accordance with the law.

Article 13. Responsibilities of the legal representative of the enterprise

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

a) To exercise assigned rights and obligations honestly, carefully, and to the best of their ability in order to ensure the legitimate interests of the enterprise;

b) Be loyal to the interests of the enterprise; do not abuse your position, title, or use the enterprise's information, know-how, business opportunities, or other assets for personal gain or to serve the interests of other organizations or individuals;

c) To promptly, fully, and accurately inform businesses about businesses that they or their related parties own or have shares or capital contributions in, as stipulated in this Law.

2. The legal representative of the enterprise shall be personally liable for damages to the enterprise resulting from violations of the responsibilities stipulated in Clause 1 of this Article.

Article 14. Authorized representatives 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 the rights and obligations as prescribed by this Law.

2. Unless otherwise stipulated in the company's charter, the appointment of an authorized representative shall be carried out in accordance with the following regulations:

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

b) An organization that is a shareholder of a joint-stock company and owns at least 10% of the total number of common shares may authorize a maximum of 03 representatives by proxy.

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

4. The document appointing an authorized representative must be notified to the company and is only effective for 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 number, and registered office address of the owner, members, and shareholders;

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

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

d) The respective term of authorization for each authorized representative; specifying the commencement date of their representation;

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

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

a) Not subject to the provisions of Clause 2, Article 17 of this Law;

b) State-owned enterprises, as defined in point b, clause 1, Article 88 of this Law, are not allowed to appoint family members of the company's managers or of the person authorized to appoint the company's managers as their representatives in other companies;

c) Other standards and conditions as stipulated in the company's charter.

Article 15. Responsibilities of the representative Acting under authorization from the owner, member, or shareholder of the company, which is an organization.

1. An authorized representative, acting on behalf of the owner, member, or shareholder of the company, exercises the rights and obligations of the owner, member, or shareholder at the Board of Members or General Meeting of Shareholders as stipulated in this Law. Any restrictions imposed by the owner, member, or shareholder on the authorized representative in exercising the rights and obligations of the respective owner, member, or shareholder at the Board of Members or General Meeting of Shareholders shall not have effect on third parties.

2. The authorized representative is responsible for attending all meetings of the Board of Members and the General Meeting of Shareholders; exercising the rights and obligations delegated to them honestly, carefully, and to the best of their ability, and protecting the legitimate interests of the owner, members, and shareholders who appointed the representative.

3. The authorized representative is liable to the owner, member, or shareholder who appointed the representative for any violation of the responsibilities stipulated in this Article. The owner, member, or shareholder who appointed the representative is liable to third parties for any liabilities arising from the rights and obligations exercised through the authorized representative.

Article 16. Prohibited acts

1. Granting or refusing to grant a business registration certificate, requiring business founders to submit additional documents contrary to the provisions of this Law; causing delays, inconvenience, obstruction, harassment of business founders and business operations.

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

3. Conducting business in the form of an enterprise without registration, or continuing to operate after the Certificate of Business Registration has been revoked or the enterprise is temporarily suspended from business operations.

4. Making untruthful or inaccurate declarations in the business registration application and the application for changes to the business registration details.

5. Inflating registered capital, failing to contribute the full registered capital as stated; intentionally undervaluing contributed assets.

6. Engaging in business activities prohibited for investment; engaging in business activities not yet open to foreign investors; engaging in business activities subject to conditional investment without meeting the required conditions or failing to maintain the necessary investment conditions during operation.

7. Fraud, money laundering, and terrorist financing.

Chapter II

ESTABLISHING A BUSINESS

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 businesses in Vietnam in accordance with the provisions of this Law, except as provided in Clause 2 of this Article.

2. The following organizations and individuals are not entitled to establish and manage businesses in Vietnam:

a) State agencies and units of the people's armed forces using state assets to establish businesses for the purpose of generating private profits for their respective agencies or units;

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

c) Officers, non-commissioned officers, professional soldiers, workers, and defense employees in agencies and units of the Vietnam People's Army; officers, professional non-commissioned officers, and police workers in agencies and units of the Vietnam People's Public Security, except for those appointed as authorized representatives to manage the State's capital contribution in enterprises or to manage state-owned enterprises;

d) Professional leaders and managers in state-owned enterprises as prescribed in point a, clause 1, Article 88 of this Law, excluding those appointed as authorized representatives to manage the State's capital contribution in other enterprises;

d) Minors; persons with limited legal capacity; persons who have lost their legal capacity; persons with difficulties in understanding and controlling their behavior; organizations without legal personality;

e) Persons who are being prosecuted for criminal responsibility, are being held in temporary detention, are serving a prison sentence, are undergoing administrative sanctions at a compulsory rehabilitation center or compulsory education center, or are prohibited by the Court from holding office, practicing a profession, or performing certain work; and other cases as prescribed by the Bankruptcy Law and the Law on Prevention and Combat of Corruption.

If requested by the Business Registration Authority, the person registering the establishment of a business must submit a criminal record certificate to the Business Registration Authority.

g) An organization that is a commercial legal entity prohibited from doing business or operating in certain fields as stipulated in the Penal Code.

3. Organizations and individuals have the right to contribute capital, purchase shares, or purchase capital contributions in joint-stock companies, limited liability companies, and partnerships in accordance with the provisions of this Law, except in the following cases:

a) State agencies and units of the people's armed forces use state assets to contribute capital to enterprises for the purpose of generating private profits for their respective agencies or units;

b) Individuals prohibited from contributing capital to businesses according to the Law on Cadres and Civil Servants, the Law on Public Employees, and the Law on Prevention and Combat of Corruption.

4. Gaining private profit for one's own agency or unit as stipulated in point a, clause 2 and point a, clause 3 of this Article refers to using income in any form obtained from business activities, from capital contributions, share purchases, or equity purchases for one of the following purposes:

a) To distribute in any form to some or all of the persons specified in points b and c of paragraph 2 of this Article;

b) Supplementing the operating budget of agencies and units in violation of the provisions of the law on the state budget;

c) Establishing or supplementing funds for the private benefit of the agency or unit.

Article 18. Contracts before business registration

1. The business founder may sign contracts to support the establishment and operation of the business before and during the business registration process.

2. If a business registration certificate is issued, the enterprise must continue to fulfill the rights and obligations arising from the signed contract as stipulated in Clause 1 of this Article, and the parties must transfer the rights and obligations under the contract in accordance with the provisions of the Civil Code, unless otherwise agreed in the contract.

3. In cases where the enterprise is not granted a Certificate of Business Registration, the person who signed the contract as stipulated in Clause 1 of this Article shall be responsible for fulfilling the contract; if other persons participate in the establishment of the enterprise, they shall be jointly and severally liable for fulfilling that contract.

Article 19. Documents for registering a private enterprise

1. Application for business registration.

2. Copies of the individual's legal documents for the owner of a private business.

Article 20. Registration documents for a partnership company

1. Application for business registration.

2. Company charter.

3. List of members.

4. Copies of the individual's legal documents for membership.

5. A copy of the Investment Registration Certificate for foreign investors as prescribed by the Investment Law.

Article 21. Registration documents for a limited liability company

1. Application for business registration.

2. Company charter.

3. List of members.

4. Copies of the following documents:

a) Legal documents of the individual member or legal representative;

b) Legal documents of the organization for the organizational member and the document appointing an authorized representative; legal documents of the individual for the authorized representative of the organizational member.

For foreign organizations, a copy of the organization's legal documents must be legalized by the consular office.

c) Investment registration certificate for foreign investors as prescribed by the Investment Law.

Article 22. Registration documents for joint-stock companies

1. Application for business registration.

2. Company charter.

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

4. Copies of the following documents:

a) Legal documents of individuals who are founding shareholders and foreign investor shareholders, including their legal representatives;

b) Legal documents of the organization for shareholders that are organizations and documents appointing authorized representatives; legal documents of individuals for authorized representatives of founding shareholders and foreign investor shareholders that are organizations.

For foreign institutional shareholders, copies of the organization's legal documents must be legalized by the consular office.

c) Investment registration certificate for foreign investors as prescribed by the Investment Law.

Article 23. Contents of the business registration application form

The business registration application form includes the following main contents:

1. Business name;

2. Address of the company's head office, telephone number; fax number, email address (if any);

3. Business sector/activity;

4. Registered capital; investment capital of the private enterprise owner;

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

6. Tax registration information;

7. Expected number of workers;

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

9. Full name, signature, contact address, nationality, and legal document information of the individual acting as the legal representative of a limited liability company or joint-stock company.

Article 24. Company Charter

1. The company's charter includes the charter at the time of business registration and the charter that has been amended or supplemented during the course of operation.

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

a) Name and address of the company's head office; name and address of branches and representative offices (if any);

b) Business sector/activity;

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

d) Full name, contact address, and nationality of the general partner in a partnership; of the owner or member in a limited liability company; and of the founding shareholder in a joint-stock company. The capital contribution and value of each member in a limited liability company and a partnership. The number of shares, type of shares, and par value of each type of share held by the founding shareholder in a joint-stock company;

d) Rights and obligations of members in limited liability companies and partnerships; and of shareholders in joint-stock companies;

e) Organizational and management structure;

g) The number, management titles, and rights and obligations of the legal representatives of the enterprise; the division of rights and obligations of the legal representatives in cases where the company has more than one legal representative;

h) Procedures for adopting company decisions; principles for resolving internal disputes;

i) Basis and methods for determining the salaries, remuneration, and bonuses of managers and supervisors;

k) In cases where a member or shareholder has the right to request the company to repurchase their capital contribution in a limited liability company or their shares in a joint-stock company;

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

m) In the event of dissolution, the dissolution process and procedures for liquidating the company's assets;

n) Procedures for amending and supplementing the company's charter.

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

a) Partners in a partnership company;

b) The company owner is an individual 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) Members who are individuals and the legal representative or authorized representative of a member that is an organization 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 founding shareholders who are organizations in the case of joint-stock companies.

4. The amended and supplemented company charter must include the full names and signatures of the following individuals:

a) Chairman of the Board of Members for a partnership company;

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

c) The legal representative for limited liability companies with two or more members and joint-stock companies.

Article 25. List of members of limited liability companies and partnerships; list of founding shareholders and foreign investor shareholders of joint-stock companies.

The list of members of a limited liability company or partnership, and 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 in limited liability companies and partnerships; and of founding shareholders and individual foreign investor shareholders in joint-stock companies;

2. Name, business registration number, and head office address of the organizational member for limited liability companies and partnerships; and of the founding shareholder and the foreign investor shareholder who is an organization for joint-stock companies;

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

4. Capital contribution, capital contribution value, ownership ratio, type of assets, quantity of assets, value of each type of asset contributed, and capital contribution deadline for each member in limited liability companies and partnerships; number of shares, type of shares, share ownership ratio, type of assets, quantity of assets, value of each type of asset contributed, and capital contribution deadline for each founding shareholder and foreign investor shareholder in joint-stock companies.

Article 26. Procedures for business registration

1. The business founder or their authorized representative shall register the business with the Business Registration Authority using the following method:

a) Register your business directly at the Business Registration Authority;

b) Registering a business through postal services;

c) Registering a business online.

2. Online business registration refers to the process by which business founders submit business registration documents electronically through the National Business Registration Portal. These documents include the data stipulated in this Law and are presented in electronic format. Online business registration documents have the same legal validity as paper-based business registration documents.

3. Organizations and individuals have the right to choose to use digital signatures in accordance with the law on electronic transactions or to use their business registration account to register their business online.

4. A business registration account is an account created by the National Business Registration Information System and granted to individuals to register businesses online. Individuals granted a business registration account are legally responsible for the registration process and the use of the account to register businesses online.

5. Within 03 working days from the date of receiving the application, the Business Registration Authority is responsible for reviewing the validity of the business registration application and granting business registration; if the application is invalid, the Business Registration Authority must notify the business founder in writing of the necessary amendments and additions. In case of refusal to register the business, the Business Registration Authority must notify the business founder in writing and state the reasons clearly.

6. The government regulates the documentation, procedures, and inter-agency coordination in business registration.

Article 27. Issuance of Business Registration Certificates

1. A business is granted a Business Registration Certificate when it meets the following conditions:

a) The registered business sector or profession is not prohibited from investment or business activities;

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

c) Having a valid business registration file;

d) Pay all business registration fees as prescribed by law on fees and charges.

2. In case the Business Registration Certificate is lost, damaged, or otherwise destroyed, the business will be reissued a Business Registration Certificate and must pay the fee as prescribed by law.

Article 28. Contents of the Business Registration Certificate

The business registration certificate includes the following main contents:

1. Business name and business registration number;

2. Address of the company's head office;

3. Full name, contact address, nationality, and legal document number of the individual for the legal representative of a limited liability company and a joint-stock company; for a general partner of a partnership company; and for the business owner of a private enterprise. Full name, contact address, nationality, and legal document number of the individual for a member who is an individual; name, business registration number, and head office address of a member who is an organization for a limited liability company;

4. Registered 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 a business upon establishment and recorded on the Business Registration Certificate. Each business has a unique number and it cannot be reused to issue to another business.

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

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

1. Businesses must register with the Business Registration Authority when changing the contents of their Business Registration Certificate as stipulated in Article 28 of this Law.

2. Businesses are responsible for registering changes to their Business Registration Certificate within 10 days of the change occurring.

3. Within 03 working days from the date of receiving the application, the Business Registration Authority is responsible for reviewing the validity of the application and issuing a new Business Registration Certificate; if the application is invalid, the Business Registration Authority must notify the enterprise in writing of the necessary amendments and additions. If the application for a new Business Registration Certificate is refused, the Business Registration Authority must notify the enterprise in writing, clearly stating the reasons.

4. Registration of changes to the content of the Business Registration Certificate based on a court or arbitration decision shall be carried out according to the following procedures:

a) The applicant requesting a change to the content of the Business Registration Certificate shall submit the request for change to the competent Business Registration Authority within 15 days from the date the court judgment or decision becomes legally effective, or the arbitration award becomes effective. The application dossier must include a copy of the legally effective court judgment or decision, or the effective arbitration award;

b) Within 03 working days from the date of receiving the registration request as stipulated in point a) of this clause, the Business Registration Authority shall be responsible for reviewing and issuing a new Business Registration Certificate in accordance with the content of the legally effective court judgment or arbitration award; if the application is incomplete, the Business Registration Authority must notify the applicant in writing of the necessary amendments and additions. If the new Business Registration Certificate is refused, the applicant must be notified in writing, stating the reasons for the refusal.

5. The Government shall prescribe the documents, procedures, and formalities for registering changes to the content of the Business Registration Certificate.

Article 31. Notification of changes to business registration information

1. Businesses must notify the Business Registration Authority when changing any of the following:

a) Industry/business sector;

b) Founding shareholders and foreign investor shareholders in joint-stock companies, except in the case of listed companies;

c) Other contents in the business registration application.

2. Businesses are responsible for notifying changes to their business registration details within 10 days of the change occurring.

3. Joint-stock companies must notify the Business Registration Authority where the company's head office is located in writing within 10 days of any change in the foreign investor shareholders registered in the company's shareholder register. The notification must include the following information:

a) Name, business registration number, and address of the head office;

b) For shareholders who are foreign investors transferring shares: name and registered office address of the shareholder if it is an organization; full name, nationality, and contact address of the shareholder if it is an individual; number of shares, type of shares, and percentage of their current shareholding in the company; number of shares and type of shares being transferred;

c) For shareholders who are foreign investors receiving transferred shares: name and registered office address of the shareholder if it is an organization; full name, nationality, and contact address of the shareholder if it is an individual; number and type of shares received; number, type, and corresponding shareholding percentage of the individual in the company;

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

4. Within 03 working days from the date of receiving the notification, the Business Registration Authority is responsible for reviewing the validity and implementing the changes to the business registration information; if the application is invalid, the Business Registration Authority must notify the enterprise in writing of the necessary amendments and additions. If the Authority refuses to amend or supplement the information as requested in the business registration change notification, it must notify the enterprise in writing, clearly stating the reasons.

5. Notification of changes to business registration details based on court or arbitration decisions shall be carried out according to the following procedures:

a) Organizations and individuals requesting changes to their business registration details must send a notification of the changes to the competent business registration authority within 10 days from the date the court judgment or decision, or the arbitration award, becomes legally effective. The notification must be accompanied by a copy of the legally effective court judgment or decision, or the legally effective arbitration award;

b) Within 03 working days from the date of receiving the notification, the Business Registration Authority is responsible for reviewing and implementing the changes to the business registration information in accordance with the legally effective judgments or decisions of the Court or the effective arbitration award; if the application is incomplete, the Business Registration Authority must notify the applicant in writing of the necessary amendments and additions. If the applicant refuses to amend or supplement the information as requested in the business registration change notification, the Authority must notify the applicant in writing, stating the reasons for the refusal.

Article 32. Publication of business registration information

1. After being granted a Business Registration Certificate, businesses must publicly announce the information on the National Business Registration Portal and pay the fees as prescribed by law. The announcement must include the contents of the Business Registration Certificate and the following information:

a) Industry/business sector;

b) List of founding shareholders; list of shareholders who are foreign investors in the case of a joint-stock company (if any).

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

3. The deadline for publicly disclosing information about enterprises as stipulated in Clauses 1 and 2 of this Article is 30 days from the date of public disclosure.

Article 33. Providing information on the content of business registration

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

2. The state management agency for business registration and the business registration agency have the obligation to provide complete and timely information as prescribed in Clause 1 of this Article.

3. The Government shall detail this Article.

Article 34. Contributed Assets

1. Capital contributions include Vietnamese Dong, freely convertible foreign currency, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.

2. Only individuals and organizations who are the legal owners or have the legal right to use the assets specified in Clause 1 of this Article have the right to use those assets as capital contributions 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 ownership of contributed assets to the company in accordance with the following regulations:

a) For assets with registered ownership or land use rights, the capital contributor must complete the procedures for transferring ownership of those assets or land use rights to the company in accordance with the law. The transfer of ownership or land use rights for contributed assets is exempt from registration fees;

b) For assets not registered for ownership, capital contribution must be made by the delivery and receipt of the contributed assets, confirmed by a written record, except in cases where it is done through a bank account.

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

a) Name and registered office address of the company;

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

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

d) Date of delivery and receipt; signature of the capital contributor or their authorized representative and the legal representative of the company.

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

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

5. Payments for all activities related to the purchase, sale, transfer of shares and capital contributions, receipt of dividends, and transfer of profits abroad by foreign investors must be made through accounts as prescribed by the law on foreign exchange management, except in cases of payment in assets or other non-cash forms.

Article 36. Valuation of contributed assets

1. Assets contributed as capital other than Vietnamese Dong, freely convertible foreign currency, or gold must be valued by the founding members, shareholders, or a valuation organization and expressed in Vietnamese Dong.

2. Assets contributed as capital when establishing a business must be valued by the founding members or shareholders according to the principle of consensus, or by a valuation organization. If a valuation organization is used, the value of the contributed assets must be approved by more than 50% of the founding members or shareholders.

In cases where contributed assets are valued higher than their actual value at the time of contribution, the founding members and shareholders shall jointly contribute the difference between the appraised value and the actual value of the contributed assets at the time the appraisal is completed; and shall be jointly liable for damages caused by intentionally overvaluing the contributed assets.

3. Assets contributed during the course of operations shall be valued by agreement between the owner, the Board of Members (for limited liability companies and partnerships), the Board of Directors (for joint-stock companies), and the contributor, or by a valuation organization. If a valuation organization is used, the value of the contributed assets must be approved by the contributor and the owner, Board of Members, or Board of Directors.

In cases where contributed assets are valued higher than their actual value at the time of contribution, the contributor, owner, members of the Board of Members (for limited liability companies and partnerships), and members of the Board of Directors (for joint-stock companies) shall jointly contribute an additional amount equal to the difference between the appraised value and the actual value of the contributed assets at the time the appraisal is completed; and shall be jointly liable for damages caused by intentionally overvaluing the contributed assets.

Article 37. Business Name

1. The Vietnamese name of the business includes the following two components in this order:

a) Type of business;

b) Proper nouns.

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

3. Proper names are written using letters from the Vietnamese alphabet, the letters F, J, Z, W, numbers, and symbols.

4. The business name must be displayed at the head office, branches, representative offices, and business locations of the enterprise. The business name must be printed or written on transaction documents, records, 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 to approve the proposed business name.

Article 38. Prohibitions in naming businesses

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

2. Using the names of state agencies, units of the people's armed forces, political organizations, socio-political organizations, socio-professional organizations, social organizations, or social-professional organizations as the whole or part of a business's proper name is prohibited, except with the approval of the agency, unit, or organization concerned.

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

Article 39. Business names in foreign languages ​​and business abbreviations.

1. A business name in a foreign language is a translation of the Vietnamese name into one of the foreign languages ​​using the Latin alphabet. When translating into a foreign language, the proper name of the business can be kept the same or translated according to its corresponding meaning in the foreign language.

2. In cases where a business has a foreign-language name, 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 an abbreviation of its Vietnamese name or its 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 letters from the Vietnamese alphabet, the letters F, J, Z, W, numbers, and symbols.

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

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

Article 41. Identical and confusingly similar names

1. An identical name is a Vietnamese name of a business applying for registration that is written exactly the same as the Vietnamese name of a business that has already been registered.

2. Cases considered to be confusingly similar to the name of a registered business include:

a) The Vietnamese name of the business applying for registration must be pronounced the same as the name of the already registered business;

b) The abbreviated name of the business applying for registration is identical to the abbreviated name of a business that has already been registered;

c) The foreign-language name of the business applying for registration is identical to the foreign-language name of a business already registered;

d) The proposed business name differs from the registered business name of the same type only by a natural number, an ordinal number, or a letter from the Vietnamese alphabet, the letters F, J, Z, W, written immediately after or separated from the business name;

d) The proposed business name differs from the registered business name of the same type only by a symbol “&” or “and”, “.”, “,”, “+”, “-”, or “_”;

e) The proposed business name differs from the registered business name of the same type only by the word "new" immediately before or after the registered business name, or by the word "new" written immediately after or before the registered business name;

g) The proposed business name differs from the registered business name of the same type only by the phrase "Northern", "Southern", "Central", "Western", or "Eastern";

h) The business's proper name is identical to the proper name of a business that has already been registered.

3. The provisions in points d, e, f, g, and h of Clause 2 of this Article do not apply to subsidiaries of registered companies.

Article 42. Head office of the enterprise

The company's head office is located within the territory of Vietnam, serves as the company's contact address, and is determined according to administrative boundaries; it includes a telephone number, fax number, and email address (if any).

Article 43. Enterprise Seal

1. The seal includes seals made at seal-making establishments or seals in the form of digital signatures as prescribed by law on electronic transactions.

2. Businesses decide on the type, quantity, form, and content of seals for the business, its branches, representative offices, and other units.

3. The management and safekeeping of the seal shall be carried out in accordance with the company's charter or regulations issued by the enterprise, branch, representative office, or other unit of the enterprise that possesses the seal. The enterprise shall use the seal in transactions in accordance with the law.

Article 44. Branches, representative offices and business locations of enterprises

1. A branch is a subsidiary unit of an enterprise, responsible for performing all or part of the enterprise's functions, including the function of representation by authorization. The business lines and activities of the branch must be consistent with those of the enterprise.

2. A representative office is a subsidiary unit of an enterprise, tasked with representing the enterprise's interests and protecting those interests under authorization. A representative office does not perform the enterprise's business functions.

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

Article 45. Registration of branch and representative office operations of enterprises; notification of business locations.

1. Businesses have the right to establish branches and representative offices domestically and internationally. Businesses may establish one or more branches or representative offices in a locality within an administrative unit.

2. In the case of establishing a branch or representative office domestically, the enterprise shall submit the registration dossier for the branch or representative office to the Business Registration Authority where the enterprise's branch or representative office is located. The dossier includes:

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

b) Copies of the establishment decision and minutes of the meeting regarding the establishment of the branch or representative office of the enterprise; copies of the legal documents of the individual who is the head of the branch or representative office.

3. Within 03 working days from the date of receiving the application, the Business Registration Authority is responsible for reviewing the validity of the application and issuing the Certificate of Registration for the branch or representative office; if the application is invalid, the Business Registration Authority must notify the enterprise in writing of the necessary amendments and additions. In case of refusal to issue the Certificate of Registration for the branch or representative office, the Business Registration Authority must notify the enterprise in writing and clearly state the reasons.

4. Businesses are responsible for registering changes to the content of the Certificate of Registration of Branch or Representative Office within 10 days from the date of the change.

5. Within 10 days from the date of the decision on the business location, the enterprise shall notify the Business Registration Authority of the business location.

6. The Government shall detail this Article.

Chapter III

LIMITED LIABILITY COMPANY

Section 1. LIMITED LIABILITY COMPANIES WITH TWO OR MORE MEMBERS

Article 46. Limited liability companies with two or more members

1. A limited liability company with two or more members is an enterprise with 02 to 50 members, who are organizations or individuals. Members are liable for the debts and other financial obligations of the enterprise to the extent of their contributed capital, except as stipulated in Clause 4, Article 47 of this Law. Members' capital contributions may only be transferred in accordance with Articles 51, 52, and 53 of this Law.

2. A limited liability company with two or more members has legal personality from the date it is granted a Certificate of Business Registration.

3. Limited liability companies with two or more members are not allowed to issue shares, except in cases where they are to be converted into joint-stock companies.

4. Limited liability companies with two or more members may issue bonds in accordance with the provisions of this Law and other relevant laws; the issuance of private bonds must comply with the provisions of Articles 128 and 129 of this Law.

Article 47. Capital contribution for company establishment and issuance of capital contribution certificates.

1. The charter capital of a limited liability company with two or more members upon registration is the total value of the capital contributions committed by the members and recorded in the company's charter.

2. Members must contribute capital to the company in full and with the type of assets committed when registering the business within 90 days from the date of issuance of the Business Registration Certificate, excluding the time for transportation, import of contributed assets, and administrative procedures for transferring ownership of assets. Within this period, members have rights and obligations corresponding to the proportion of capital they have committed. A company member may only contribute capital to the company with assets other than those committed if approved by more than 50% of the remaining members.

3. If, after the deadline stipulated in Clause 2 of this Article, there are still members who have not contributed capital or have not contributed the full amount of capital they committed, the following procedures shall apply:

a) A member who has not contributed capital as committed is automatically no longer a member of the company;

b) Members who have not contributed the full amount of capital they committed to have rights corresponding to the amount of capital they have contributed;

c) The uncontributed capital of members is offered for sale according to resolutions and decisions of the Board of Members.

4. In cases where a member has not contributed capital or has not contributed the full amount of capital committed, the company must register a change in charter capital and the capital contribution ratio of the members to the amount of capital actually contributed within 30 days from the last day for contributing the full amount of capital as stipulated in Clause 2 of this Article. Members who have not contributed capital or have not contributed the full amount of capital committed shall be liable, in proportion to their committed capital contribution ratio, for the company's financial obligations arising before the date the company registers the change in charter capital and the member's capital contribution ratio.

5. Except as provided in Clause 2 of this Article, a contributor becomes a member of the company from the time they have paid their capital contribution and the information about the contributor as stipulated in points b, c, and d of Clause 2, Article 48 of this Law is fully recorded in the member register. Upon full capital contribution, the company must issue a certificate of capital contribution 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 registration number, and address of the company's head office;

b) The company's registered capital;

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

d) Capital contribution and percentage of capital contribution of each member;

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

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

7. In the event that the certificate of capital contribution is lost, damaged, or otherwise destroyed, the member shall be reissued a certificate of capital contribution by the company in accordance with the procedures stipulated in the company's charter.

Article 48. Membership Register

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

2. The membership register must include the following main contents:

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

b) Full name, contact address, nationality, and legal document number of the individual member; name, business registration number or legal document number of the organization, and head office address of the organization member;

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

d) Signatures of individual members and legal representatives of organizational members;

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

3. The company must promptly update changes to its membership register upon request from the relevant member, as stipulated in the company's charter.

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

Article 49. Rights of members of the Board of Members

1. Members of the Board of Directors have the following rights:

a) Attend meetings of the Board of Members, discuss, propose, and vote on matters within the authority of the Board of Members;

b) Having voting rights corresponding to the capital contribution, except as provided in Clause 2 of Article 47 of this Law;

c) To receive a share of the profits in proportion to their capital contribution after the company has paid all taxes and fulfilled all other financial obligations as required by law;

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

d) To have priority in contributing additional capital to the company when the company increases its charter capital;

e) To dispose of their capital contribution by transferring part or all of it, gifting it, or in other forms as prescribed by law and the company's charter;

g) To initiate civil liability lawsuits against the Chairman of the Board of Members, the Director or General Director, the legal representative, and other managers as prescribed in Article 72 of this Law, either on their own behalf or on behalf of the company;

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

2. In addition to the rights stipulated in Clause 1 of this Article, members or groups of members owning 10% or more of the charter capital, or a smaller percentage as stipulated in the company's charter, or falling under the cases stipulated in Clause 3 of this Article, have the following rights:

a) Request a meeting of the Board of Members to address issues within their jurisdiction;

b) Inspect, review, and examine records and track transactions, accounting books, and annual financial reports;

c) Inspect, review, search, and photocopy the membership register, meeting minutes, resolutions, decisions of the Board of Members, and other company documents;

d) Request the Court to annul a resolution or decision of the Board of Members within 90 days from the date of the conclusion of the Board of Members meeting, if the procedures, conditions of the meeting, or the content of the resolution or decision were not implemented correctly or are not in accordance with the provisions of this Law and the company's charter.

3. In cases where a company has one member owning over 90% of the charter capital and the company's charter does not stipulate a smaller percentage as prescribed in Clause 2 of this Article, the remaining group of members shall automatically have the rights as prescribed in Clause 2 of this Article.

Article 50. Obligations of members of the Board of Members

1. Contribute the committed capital in full and on time, and be responsible for the company's debts and other financial obligations to the extent of the capital contributed to the company, except as stipulated in Clauses 2 and 4 of Article 47 of this Law.

2. Capital contributed to the company may not be withdrawn in any form, except as stipulated in Articles 51, 52, 53, and 68 of this Law.

3. Comply with the company's Articles of Incorporation.

4. Comply with the resolutions and decisions of the Board of Members.

5. Individuals are liable for the following actions when acting on behalf of the company:

a) Violation of the law;

b) Conducting business or other transactions that do not serve the interests of the company and cause harm to others;

c) Pay off debts before they become due in anticipation of potential financial risks to the company.

6. Other obligations as prescribed by this Law.

Article 51. Repurchase of equity stake

1. A member has the right to request the company to repurchase their capital contribution if that member voted against a resolution or decision of the Board of Members on the following matter:

a) Amend and supplement the provisions in the company's charter relating to the rights and obligations of members and the Board of Members;

b) Reorganize the company;

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

2. Requests for the repurchase of equity stakes must be in writing and submitted to the company within 15 days from the date of adoption of the resolution or decision stipulated in Clause 1 of this Article.

3. Within 15 days of receiving the member's request as stipulated in Clause 1 of this Article, the company must repurchase the member's capital contribution at market price or at a price determined according to the principles stipulated in the company's charter, unless the two parties agree on the price. Payment shall only be made if, after paying the full amount of the repurchased capital contribution, the company is still able to pay all its debts and other financial obligations.

4. If the company fails to pay the capital contribution requested for repurchase as stipulated in 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 contributions

1. Except as provided in Clause 4 of Article 51, and Clauses 6 and 7 of 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 contribution to another person according to the following regulations:

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

b) Transfer under the same terms and conditions as 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 purchase all of the shares within 30 days from the date of the offer.

2. The transferring member retains the rights and obligations with respect to the company corresponding to the relevant capital contribution until the information about the buyer as stipulated in points b, c, and d of Clause 2, Article 48 of this Law is fully recorded in the member register.

3. In cases where the transfer or change of capital contributions by members results in only one member remaining in the company, the company must be managed as a single-member limited liability company and register the change in business registration within 15 days from the date of completion of the transfer.

Article 53. Handling of capital contributions in certain special cases

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

2. In the event that a member is declared missing by a court, the rights and obligations of that member shall be exercised through the person managing that member's assets in accordance with the provisions of civil law.

3. In cases where a member has limited or no legal capacity, or has difficulties in understanding or controlling their actions, the rights and obligations of that member in the company shall be exercised through a representative.

4. The capital contribution of a member is 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 to whom the gift is granted under Clause 6 of this Article is not approved as a member by the Board of Members;

c) The company's member organization is dissolved or goes bankrupt.

5. In the event that a company member who is an individual dies without heirs, or the heirs refuse to accept the inheritance, or are disinherited, the capital contribution shall be settled according to the provisions of civil law.

6. If a member gifts a part or all of their capital contribution in the company to another person, the recipient becomes a member of the company according to the following regulations:

a) If the recipient is a legal heir as stipulated in the Civil Code, then that person automatically becomes a member of the company;

b) If the recipient of the gift does not fall under the category specified in point a of this clause, that person shall only become a member of the company upon approval by the Board of Members.

7. If a member uses their capital contribution to pay off a debt, the recipient of the payment has the right to use that capital contribution in one of the following two ways:

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

b) Offer for sale and transfer of that capital contribution in accordance with the provisions of Article 52 of this Law.

8. In cases where a company member is an individual who is temporarily detained, serving a prison sentence, or undergoing administrative sanctions at a compulsory rehabilitation center or compulsory education facility, that member may authorize another person to exercise some or all of their rights and obligations at the company.

9. In cases where a company member is an individual prohibited by a court from practicing a certain profession or performing a certain job, or a company member is a commercial legal entity prohibited by a court from conducting business or operating in certain fields within the scope of the company's business activities, that member is not allowed to practice the prohibited profession or perform the prohibited job at that company, or the company may temporarily suspend or cease business activities in the related field as decided by the court.

Article 54. Company management organizational structure

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

2. Limited liability companies with two or more members that are state-owned enterprises as stipulated in point b, clause 1, Article 88 of this Law, and subsidiaries of state-owned enterprises as stipulated in clause 1, Article 88 of this Law, must establish a Supervisory Board; other cases are decided by the company.

3. The company must have at least one legal representative who holds one of the following positions: Chairman of the Board of Members, Director, or General Director. Unless otherwise stipulated in the company's charter, the Chairman of the Board of Members shall be the company's legal representative.

Article 55. Board of Members

1. The Board of Members is the highest decision-making body of the company, comprising all individual members and authorized representatives of organizational members. The company's charter stipulates the frequency of Board of Members meetings, but they must meet at least once a year.

2. The Board of Members has the following rights and obligations:

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

b) Decisions on increasing or decreasing charter capital, decisions on the timing and methods of raising additional capital; decisions on issuing bonds;

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

d) Through loan agreements, lending agreements, asset sales agreements, and other agreements as 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 a smaller percentage or value as stipulated in the company's charter;

d) Electing, dismissing, and removing the Chairman of the Board of Members; deciding on the appointment, dismissal, removal, signing, and termination of contracts for the Director or General Director, Chief Accountant, Auditor, and other managers as stipulated in the company's charter;

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

g) Through the annual financial statements, the plan for the use and distribution of profits or the plan for handling losses of the company;

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

i) Decisions to establish subsidiaries, branches, and representative offices;

k) Amend and supplement the company's charter;

l) Decision to reorganize the company;

m) Decision to dissolve or request bankruptcy of the company;

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

Article 56. Chairman of the Board of Members

1. The Board of Members elects one member as Chairman. The Chairman of the Board of Members may also hold the position of Director or General Director of the company.

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

a) Prepare the program and activity plan for the Board of Members;

b) Prepare the agenda, content, and documents for meetings of the Board of Members or for soliciting opinions from members;

c) Convene, preside over, and chair meetings of the Board of Members or organize consultations with members;

d) Supervising or organizing the supervision of the implementation of resolutions and decisions of the Board of Members;

d) Signing resolutions and decisions of the Board of Members on behalf of the Board of Members;

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

3. The term of office of the Chairman of the Board of Members is stipulated in the company's charter but shall not exceed 05 years and may be re-elected for an unlimited number of terms.

4. In the event that the Chairman of the Board of Members is absent or unable to exercise his/her rights and obligations, he/she must authorize a member in writing to exercise the rights and obligations of the Chairman of the Board of Members in accordance with the principles stipulated in the company's charter. If there is no authorized member, or if the Chairman of the Board of Members dies, goes missing, is detained, is serving a prison sentence, is undergoing administrative sanctions at a compulsory rehabilitation center or compulsory education facility, has absconded from his/her residence, is restricted or incapacitated, has difficulties in understanding or controlling his/her actions, or is prohibited by the Court from holding office, practicing a profession, or performing a specific job, then one of the members of the Board of Members shall convene a meeting of the remaining members to elect one of them to temporarily serve as Chairman of the Board of Members by a majority vote of the remaining members until a new decision is made by the Board of Members.

Article 57. Convening a meeting of the Board of Members

1. The Board of Members shall be convened at the request of the Chairman of the Board of Members or at the request of a member or group of members as stipulated in Clauses 2 and 3 of Article 49 of this Law. If the Chairman of the Board of Members fails to convene a meeting of the Board of Members at the request of a member or 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 Board of Members. Reasonable expenses for convening and conducting the meeting of the Board of Members shall be reimbursed by the company.

2. The Chairman of the Board of Members or the person convening the meeting shall prepare the agenda, meeting documents, convene, preside over, and chair the meeting of the Board of Members. Members have the right to propose additions to the meeting agenda in writing. Proposals must include the following main points:

a) Full name, contact address, nationality, and legal document number of the individual member; name, business registration number or legal document number of the organization, and head office address of the organization member; full name and signature of the petitioning member or their authorized representative;

b) Percentage of capital contribution, number and date of issuance of the capital contribution certificate;

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

d) Reasons for the recommendation.

3. The Chairman of the Board of Members or the person convening the meeting must approve the proposal and add it to the agenda of the Board of Members meeting if the proposal contains sufficient content as prescribed in Clause 2 of this Article and is sent to the company's head office no later than one working day before the Board of Members meeting; if the proposal is submitted immediately before the start of the meeting, it shall be approved if a majority of the members present at the meeting agree.

4. Notices inviting members to a meeting of the Board of Members may be sent by invitation, telephone, fax, electronic means, or other methods as stipulated in the company's charter, and must be sent directly to each member of the Board of Members. The notice of the meeting must clearly specify the time, place, and agenda of the meeting.

5. Meeting agendas and documents must be sent to company members before the meeting. Documents used in meetings relating to decisions on amending or supplementing the company's charter, approving the company's development strategy, approving the annual financial report, reorganizing or dissolving the company must be sent to members at least 07 working days before the meeting. The deadline for sending other documents is stipulated in the company's charter.

6. Unless otherwise stipulated in the company's charter, the request to convene a meeting of the Board of Members as prescribed in Clause 1 of this Article must be in writing and include the following main contents:

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

b) Reasons for requesting the convening of the Board of Members meeting and the issues to be resolved;

c) Proposed meeting agenda;

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

7. If the request to convene a meeting of the Board of Members does not contain sufficient content as stipulated in Clause 6 of this Article, the Chairman of the Board of Members must notify the relevant member or group of members in writing within 07 working days from the date of receiving the request that the meeting will not be convened. In other cases, the Chairman of the Board of Members must convene a meeting of the Board of Members within 15 days from the date of receiving the request.

8. If the Chairman of the Board of Members fails to convene a meeting of the Board of Members as stipulated in Clause 7 of this Article, he/she shall be held personally liable for any damages incurred by the company and its members.

Article 58. Conditions and procedures for conducting meetings of the Board of Members

1. A meeting of the Board of Members shall be held when the number of members attending the meeting owns 65% or more of the charter capital; the specific percentage is stipulated in the company's charter.

2. If the first meeting of the Board of Members does not meet the quorum requirements as stipulated in Clause 1 of this Article and the company's charter does not provide otherwise, the convening of the Board of Members 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 first scheduled meeting. The second meeting of the Board of Members shall be held when the number of attending members owning 50% or more of the charter capital;

b) If the second meeting of the Board of Members fails to meet the quorum requirements as stipulated in point a) of this clause, a notice inviting the members to a third meeting must be sent within 10 days of the scheduled date of the second meeting. The third meeting of the Board of Members shall be held regardless of the number of members present and the amount of charter capital represented by the present members.

3. Members and their authorized representatives must attend and vote at the meeting of the Board of Members. The procedures for conducting the meeting of the Board of Members and the form of voting are stipulated in the company's charter.

4. If a meeting that meets the conditions stipulated in this Article fails to complete its agenda within the scheduled timeframe, it may be extended, but not for more than 30 days from the date of its commencement.

Article 59. Resolutions and decisions of the Board of Members

1. The Board of Members adopts resolutions and decisions within its authority by voting at meetings, obtaining opinions in writing, or other forms as stipulated in the company's charter.

2. Unless otherwise stipulated in the company's charter, resolutions and decisions on the following matters must be adopted by voting at a meeting of the Board of Members:

a) Amend and supplement the content of the company's charter;

b) Deciding on the company's development direction;

c) Electing, dismissing, or removing the Chairman of the Board of Members; appointing, dismissing, or removing the Director or General Director;

d) Through annual financial reports;

d) Reorganizing or dissolving the company.

3. Unless otherwise stipulated in the company's charter, resolutions and decisions of the Board of Members shall be adopted at a meeting in the following cases:

a) Approved by members present at the meeting who own 65% or more of the total capital contributions of all members present at the meeting, except as provided in point b of this clause;

b) Resolutions and decisions regarding the sale of assets worth 50% or more of the total asset value recorded in the company's most recent financial statement, or a smaller percentage or value as stipulated in the company's charter, must be approved by members holding 75% or more of the total capital contributions of all members present at the meeting.

4. Members are considered to have attended and voted at the Board of Members meeting in the following cases:

a) Attend and vote directly at the meeting;

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

c) Attend and vote through online meetings, electronic voting, or other electronic means;

d) Send the ballot to the meeting via mail, fax, or email.

5. Resolutions and decisions of the Board of Members shall be adopted through written consultation when approved by members holding 65% or more of the charter capital; the specific percentage shall be stipulated in the company's charter.

Article 60. Minutes of the Board of Members Meeting

1. Meetings of the Board of Members must be recorded in minutes and may also be audio-recorded or recorded and stored in other electronic forms.

2. The minutes of the Board of Members meeting must be approved immediately before the meeting concludes. The minutes must include the following main contents:

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

b) Full name, percentage of capital contribution, number and date of issuance of the capital contribution certificate of the member or authorized representative attending the meeting; full name, percentage of capital contribution, number and date of issuance of the capital contribution certificate of the member or authorized representative not attending the meeting;

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

d) The total number of valid, invalid, affirmative, and abstention votes for each voting issue;

d) The decisions adopted and the corresponding voting percentages;

e) Full name, signature, and content of the opinions of any meeting participant who disagrees with the minutes of the meeting (if any);

g) Full name and signature of the person recording the minutes and the chairperson of the meeting, except as provided in Clause 3 of this Article.

3. If the chairperson or the person recording the minutes refuses to sign the meeting minutes, these minutes shall be valid if signed by all other members of the Board of Members present at the meeting and contain all the content as stipulated in points a, b, c, d, e, and f of Clause 2 of this Article. The meeting minutes shall clearly state that the chairperson or the person recording the minutes refused to sign. The person signing the meeting minutes shall be jointly liable for the accuracy and truthfulness of the content of the Board of Members meeting minutes.

Article 61. Procedures for adopting resolutions and decisions of the Board of Members through written consultation.

Unless otherwise stipulated in the company's charter, the authority and procedures for obtaining written opinions from members to pass resolutions and decisions shall be carried out in accordance with the following regulations:

1. The Chairman of the Board of Members decides on the process of obtaining written opinions from the members of the Board of Members to pass resolutions and make decisions on matters within his/her authority;

2. The Chairman of the Board of Members is responsible for organizing the drafting and submission of reports and proposals on matters requiring decision-making, draft resolutions, decisions, and opinion polls to the members of the Board of Members;

3. The feedback form must include the following key information:

a) Name, business registration number, and address of the head office;

b) Full name, contact address, nationality, legal document number of the individual, and percentage of capital contribution of each member of the Board of Directors;

c) The issue requiring a consultation and the corresponding responses, in order of agreement, disagreement, and no opinion;

d) The deadline for submitting the feedback form to the company;

d) Full name and signature of the Chairman of the Board of Members;

4. Opinion ballots that are complete, signed by members of the Board of Members, and submitted to the company within the specified timeframe are considered valid. The Chairman of the Board of Members shall organize the vote counting, prepare a report, and notify the members of the results of the vote counting, resolutions, and decisions passed within 07 working days from the end of the deadline for members to submit their opinions to the company. The vote counting report shall have the same value as the minutes of the Board of Members meeting and must include the following main contents:

a) Purpose and content of the consultation;

b) The full name, percentage of capital contribution, number and date of issuance of the capital contribution certificate of the member who returned a valid opinion poll form; the full name, percentage of capital contribution, number and date of issuance of the capital contribution certificate of the member whose opinion poll form was not returned by the company or whose opinion poll form was returned but was invalid;

c) Issues to be discussed and voted on; a summary of members' opinions on each issue discussed (if any);

d) Total number of valid, invalid, and unreceived ballots; total number of valid ballots in favor, against, and abstentions for each voting issue;

d) Resolutions and decisions adopted and the corresponding percentage of votes cast;

e) Full name and signature of the vote counter and the Chairman of the Board of Members. The vote counter and the Chairman of the Board of Members are jointly responsible for the completeness, accuracy, and truthfulness of the content of the vote counting results report.

Article 62. Validity of resolutions and decisions of the Board of Members

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

2. Resolutions and decisions of the Board of Members adopted by 100% of the total charter capital are legal and effective even if the procedures for adopting such resolutions and decisions are not carried out in accordance with regulations.

3. If a member or group of members requests a court or arbitration tribunal to annul a resolution or decision that has been adopted, that resolution or decision shall remain in effect as prescribed in Clause 1 of this Article until a legally effective annulment decision is issued by the court or arbitration tribunal, except in cases where interim measures are applied by a competent authority.

Article 63. Director, General Director

1. The Director or General Director is responsible for managing the company's day-to-day business operations and is accountable to the Board of Members for the exercise of their rights and obligations.

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

a) To organize the implementation of resolutions and decisions of the Board of Members;

b) Making decisions on matters related to the company's day-to-day business operations;

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

d) To issue internal management regulations for the company, except where the company's charter stipulates otherwise;

d) Appointing, dismissing, and removing managers in the company, except for positions under the authority of the Board of Members;

e) Signing contracts on behalf of the company, except in cases falling under the authority of the Chairman of the Board of Members;

g) Propose a plan for the company's organizational structure;

h) Submit the annual financial report to the Board of Members;

i) Propose methods for using and distributing profits or handling losses in business;

k) Recruitment of employees;

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

Article 64. Standards and conditions for becoming a Director or General Director

1. Not subject to the provisions of Clause 2, Article 17 of this Law.

2. Possess professional qualifications and experience in company business management, and meet other conditions as stipulated in the company's charter.

3. For state-owned enterprises as stipulated in point b, clause 1, Article 88 of this Law, and subsidiaries of state-owned enterprises as stipulated 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 managers, auditors, or representatives of the enterprise's capital, or representatives of state capital in the company and the parent company.

Article 65. Supervisory Board, Supervisors

1. The Supervisory Board consists of 01 to 05 Supervisors. The term of office for a Supervisor is no more than 05 years and they may be reappointed for an unlimited number of terms. If the Supervisory Board has only 01 Supervisor, that Supervisor is also the Head of the Supervisory Board and must meet the qualifications of the Head of the Supervisory Board.

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

3. The rights, obligations, responsibilities, dismissal, removal from office, and working regime of the Supervisory Board and Supervisors shall be implemented in accordance with the provisions of Articles 106, 170, 171, 172, 173, and 174 of this Law.

4. The Government shall detail this Article.

Article 66. Salaries, remuneration, bonuses and other benefits of the Chairman of the Board of Members, Director, General Director and other managers

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

2. Salaries, fees, bonuses, and other benefits of the Chairman of the Board of Members, the Director or General Director, and other managers are included in business expenses in accordance with the law on corporate income tax and relevant laws, and must be shown as a separate item in the company's annual financial statements.

Article 67. Contracts and transactions must be approved by the Board of Members.

1. Contracts and transactions between the company and the following parties must be approved by the Board of Members:

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

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

c) The manager of the parent company, the person authorized to appoint the manager of the parent company;

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

2. The person signing a contract or transaction on behalf of the company must notify the members of the Board of Members and the Supervisory Board about the parties involved and their interests in that contract or transaction; along with a draft contract or the main contents of the intended transaction. Unless otherwise stipulated in the company's charter, the Board of Members must decide whether to approve or disapprove the contract or transaction within 15 days of receiving the notification and act in accordance with the provisions of 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 included in the voting process.

3. Contracts and transactions shall be invalidated by court decision and processed according to law if they were signed in violation of Clauses 1 and 2 of this Article. The signatories of the contracts and transactions, related members, and related parties of those members participating in the contracts and transactions must compensate for any resulting damages and return to the company any profits obtained from the execution of those contracts and transactions.

Article 68. Increase and decrease of charter capital

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

a) Increase the capital contributions of members;

b) Accepting additional capital contributions from new members.

2. In the case of an increase in a member's capital contribution, the additional capital contribution shall be divided among the members in proportion to their respective capital contributions in the company's charter capital. Members may transfer their right to contribute capital to others in accordance with Article 52 of this Law. If a member does not contribute or only contributes a portion of the additional capital contribution, the remaining capital of that member shall be divided among the other members in proportion to their respective capital contributions in the company's charter capital, unless the members agree otherwise.

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

a) Partially return capital contributions to members in proportion to their capital contributions in the company's charter capital if the company has been operating continuously for two years or more since the date of registration and ensures that all debts and other financial obligations are fully paid after the capital return to the members;

b) The company repurchases the capital contribution of a member in accordance with Article 51 of this Law;

c) The charter capital has not been fully and timely paid by the members as stipulated in Article 47 of this Law.

4. Except as provided in point c, clause 3 of this Article, within 10 days from the date the increase or decrease in charter capital has been fully paid, the company must notify the Business Registration Authority in writing of the increase or decrease in charter capital. The notification must include the following main contents:

a) Name, address of head office, business registration number;

b) Registered capital, the amount of capital that has increased or decreased;

c) The timing and form of capital increase or decrease;

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

5. The notification stipulated in Clause 4 of this Article must be accompanied by resolutions, decisions, and minutes of meetings of the Board of Members; in the case of a reduction in charter capital as stipulated in points a and b of Clause 3 of this Article, the most recent financial statements must also be included.

6. The business registration authority shall update information on increases or decreases in charter capital within 03 working days from the date of receiving the notification.

Article 69. Conditions for profit sharing

The company may only distribute profits to its members after fulfilling its tax obligations and other financial obligations as required by law, and ensuring that all debts and other financial obligations due after the profit distribution are fully paid.

Article 70. Recovery of returned capital contributions or distributed profits

In cases where a portion of capital contribution is returned due to a reduction in charter capital contrary to the provisions of Clause 3, Article 68 of this Law, or profits are distributed to members contrary to the provisions of Article 69 of this Law, the company members must return to the company the money and other assets received; they must jointly and severally bear responsibility for the company's debts and other financial obligations corresponding to the amount of money and assets not yet fully returned until the full amount of money and other assets received is returned.

Article 71. Responsibilities of the Chairman of the Board of Members, Director, General Director and other managers, legal representatives, and auditors.

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

a) To exercise rights and fulfill obligations honestly, carefully, and to the best of their ability in order to ensure the maximum legitimate interests of the company;

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

c) To promptly, fully, and accurately inform the company about businesses in which they own or have shares or capital contributions, and businesses in which their related parties own, co-own, or individually own controlling shares or capital contributions;

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

2. Directors or General Managers are not allowed to increase salaries or pay bonuses when the company is unable to pay its debts when they become due.

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 registered office address of the enterprise in which they own, contribute capital to, or hold shares; the percentage and date of ownership of that capital contribution or share;

b) The name, business registration number, and registered office address of the enterprise in which their related parties own, co-own, or individually own controlling shares or capital contributions.

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

Article 72. Lawsuit against the manager

1. A company member, either on their own behalf or on behalf of the company, may initiate civil liability lawsuits against the Chairman of the Board of Members, the Director or General Director, the legal representative, and other managers for violations of the rights, obligations, and responsibilities of managers in the following cases:

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

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

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

2. The procedures for filing a lawsuit shall be carried out in accordance with the provisions of the law on civil procedure.

3. Litigation costs incurred by a member in the company's name are considered company expenses, except in cases where the lawsuit is dismissed.

Article 73. Disclosure of Information

Limited liability companies with two or more members, as stipulated in point b, clause 1, Article 88 of this Law, shall disclose information in accordance with 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 a business owned by one organization or individual (hereinafter referred to as the company owner). The company owner is liable for the company's debts and other financial obligations to the extent of the company's charter capital.

2. A single-member limited liability company has legal personality from the date it is granted a Certificate of Business Registration.

3. A single-member limited liability company is not permitted to issue shares, except in cases where it is intended for conversion into a joint-stock company.

4. A single-member limited liability company may issue bonds in accordance with the provisions of this Law and other relevant laws; the issuance of private placement bonds is governed by Articles 128 and 129 of this Law.

Article 75. Capital contribution for company establishment

1. The charter capital of a single-member limited liability company upon registration is the total value of assets that the company owner commits to contribute and is stated in the company's charter.

2. The company owner must contribute the full amount and type of assets committed to the company upon registration within 90 days from the date of issuance of the Business Registration Certificate, excluding the time for transporting, importing the contributed assets, and completing administrative procedures to transfer ownership of the assets. Within this period, the company owner has the rights and obligations corresponding to the committed capital contribution.

3. If the registered capital is not fully contributed within the time limit stipulated in Clause 2 of this Article, the company owner must register a change in registered capital equal to the value of the contributed capital within 30 days from the last day for contributing the full registered capital. In this case, the owner shall be liable for the company's financial obligations arising before the last day for registering the change in registered capital as stipulated in this Clause, corresponding to the committed capital contribution.

4. The company owner is liable with all of their assets for the company's financial obligations and for damages arising from failure to contribute, insufficient contribution, or late contribution of charter capital as stipulated in this Article.

Article 76. Rights of the company owner

1. The company owner, being an organization, has the following rights:

a) Deciding on the content of the company's charter, and amending or supplementing the company's charter;

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

c) Deciding on the company's organizational structure and management, appointing, dismissing, and removing managers and auditors of the company;

d) Decisions on investment and development projects;

d) Deciding on solutions for market development, marketing, and technology;

e) Through loan agreements, lending agreements, asset sales agreements, and other agreements as 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 statement, or a smaller percentage or value as stipulated in the company's charter;

g) Through the company's financial statements;

h) Decisions to increase the company's charter capital; transfer part or all of the company's charter capital to other organizations or individuals; decisions to issue bonds;

i) Decisions to establish a subsidiary company or to invest capital in another company;

k) To organize the monitoring and evaluation of the company's business operations;

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

m) Decisions on company reorganization, dissolution, and bankruptcy proceedings;

n) To recover the full value of the company's assets after the company completes its dissolution or bankruptcy;

o) Other rights as stipulated in this Law and the company's charter.

2. The company owner, being an individual, has the rights stipulated in points a, h, l, m, n, and o of Clause 1 of this Article; and the right to decide on investment, business operations, and internal management of the company, except where the company's charter provides otherwise.

Article 77. Obligations of the company owner

1. Contribute the company's charter capital in full and on time.

2. Comply with the company's Articles of Incorporation.

3. The assets of the company owner must be identified and separated from the assets of the company. If the company owner is an individual, they must separate their personal and family expenses from the expenses of the company chairman, director, or general manager.

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

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 case of withdrawing part or all of the contributed charter capital from the company in any other form, the company owner and the related individuals or organizations shall be jointly liable for the company's debts and other financial obligations.

6. Company owners are not allowed to withdraw profits when the company has not fully paid its debts and other financial obligations due.

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

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

1. In cases where the company owner 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 its management according to the corresponding business type and register the changes to its business registration within 10 days from the date of completion of the transfer, gift, or admission of new members.

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

3. If the company owner, an individual, dies, the heir according to the will or by law becomes the company owner or a company member. The company must be managed according to the corresponding business type and register the changes to its business registration within 10 days from the date of completion of the inheritance settlement. If the company owner, an individual, dies without heirs, the heirs refuse to accept the inheritance, or are disinherited, the owner's capital contribution will be settled according to the provisions of civil law.

4. If the company owner is a missing individual, the owner's capital contribution will be settled according to the provisions of civil law.

5. In cases where the company owner is an individual with limited or no legal capacity, or with difficulties in understanding and controlling their actions, the rights and obligations of the company owner shall be exercised through a representative.

6. If the company owner is an organization that is dissolved or goes bankrupt, the person receiving the transfer of the owner's capital contribution becomes the owner or member of the company. The company must organize its management according to the corresponding business type and register the change in business registration within 10 days from the date of completion of the transfer.

7. In cases where the company owner is an individual prohibited by the Court from practicing a certain profession or performing a certain job, or the company owner is a commercial legal entity prohibited by the Court from doing business or operating in certain fields within the scope of the company's business activities, that individual is not allowed to practice that profession or perform that specific job at the company, or the company may temporarily suspend or cease business activities in the related field as decided by the Court.

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

1. A limited liability company with a single owner, owned by an organization, is managed and operated according to one of the following two models:

a) The company's chairman, director, or general manager;

b) Board of Members, Director, or General Director.

2. For companies whose owners are state-owned enterprises as stipulated in Clause 1, Article 88 of this Law, a Supervisory Board must be established; in other cases, the company shall decide. The organizational structure, working regime, standards, conditions, dismissal, removal, rights, obligations, and responsibilities of the Supervisory Board and Supervisors shall be implemented accordingly as prescribed in Article 65 of this Law.

3. The company must have at least one legal representative who holds one of the following positions: Chairman of the Board of Members, Chairman of the Company, Director, or General Director. Unless otherwise stipulated in the company's charter, the Chairman of the Board of Members or the Chairman of the Company shall be the company's legal representative.

4. Unless otherwise stipulated in the company's charter, the organizational structure, operation, functions, rights, and obligations of the Board of Members, the Chairman of the company, the Director, or the General Director shall be governed by the provisions of this Law.

Article 80. Board of Members

1. The Board of Members shall consist of 03 to 07 members. Members of the Board of Members are appointed and dismissed by the company owner for a term not exceeding 05 years. The Board of Members, acting on behalf of the company owner, exercises the rights and obligations of the company owner; acting 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; and is responsible before the law and the company owner for the exercise of the assigned rights and obligations as stipulated in the company's charter, this Law, and other relevant legal provisions.

2. The rights, obligations, and working procedures of the Board of Members shall be implemented in accordance with the company's charter, this Law, and other relevant legal provisions.

3. The Chairman of the Board of Members is appointed by the company owner or elected by the members of the Board of Members by majority vote, following the procedures stipulated in the company's charter. Unless otherwise stipulated in the company's charter, the term of office, rights, and obligations of the Chairman of the Board of Members shall be governed by Article 56 and other relevant provisions of this Law.

4. The authority and procedures for convening meetings of the Board of Members shall be applied in accordance with the provisions of Article 57 of this Law.

5. A meeting of the Board of Members shall be held when at least two-thirds of the total number of members of the Board of Members are present. Unless otherwise stipulated in the company's charter, each member of the Board of Members shall have one vote of equal value. The Board of Members may adopt resolutions and decisions through written consultation.

6. Resolutions and decisions of the Board of Members are adopted when more than 50% of the members present at the meeting approve them, or when the number of members present holding more than 50% of the total voting shares approve them. Amendments to the company's charter, company reorganization, and the transfer of part or all of the company's charter capital must be approved by at least 75% of the members present at the meeting, or when the number of members present holding 75% or more of the total voting shares approves them. Resolutions and decisions of the Board of Members take effect from the date of adoption or from the date stated in the resolution or decision, unless otherwise stipulated in the company's charter.

7. Meetings of the Board of Members must be recorded in minutes, which may be audio-recorded or recorded and stored in other electronic forms. The minutes of the Board of Members meeting shall comply with the provisions of Clause 2, Article 60 of this Law.

Article 81. Chairman of the company

1. The Chairman of the company is appointed by the company owner. The Chairman, acting on behalf of the company owner, exercises the rights and obligations of the company owner; acts 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; and is responsible before the law and the company owner for the exercise of the assigned rights and obligations as stipulated in the company's charter, this Law, and other relevant legal provisions.

2. The rights, obligations, and working regime of the Chairman of the company shall be implemented in accordance with the company's charter, this Law, and other relevant legal provisions.

3. Decisions of the company chairman regarding the exercise of the rights and obligations of the company owner take effect from the date of approval by the company owner, unless otherwise stipulated in the company's charter.

Article 82. Director, General Director

1. The Board of Members or the Chairman of the company appoints or hires a Director or General Director for a term not exceeding 05 years to manage the company's daily business operations. The Director or General Director is legally responsible to the Board of Members or the Chairman of the company for the exercise of their rights and obligations. The Chairman of the Board of Members, other members of the Board of Members, or the Chairman of the company may also hold the position of Director or General Director, unless otherwise stipulated by law or the company's charter.

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

a) To organize the implementation of resolutions and decisions of the Board of Members or the Chairman of the company;

b) Making decisions on matters related to the company's day-to-day business operations;

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

d) Issuing internal management regulations for the company;

d) Appointing, dismissing, and removing company managers, except for positions under the authority of the Board of Members or the Chairman of the company;

e) Signing contracts on behalf of the company, except in cases falling under the authority of the Chairman of the Board of Members or the Chairman of the company;

g) Propose a plan for the company's organizational structure;

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

i) Propose methods for using profits or handling losses in business;

k) Recruitment of employees;

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

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

a) Not subject to the provisions of Clause 2, Article 17 of this Law;

b) Possess professional qualifications and experience in company business management, and meet other conditions as stipulated in the company's charter.

Article 83. Responsibilities of members of the Board of Members, Chairman of the company, Director, General Director and other managers, and Auditor

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

2. To exercise the assigned rights and obligations honestly, carefully, and to the best of their ability in order to ensure the maximum legitimate interests of the company and its owners.

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

4. Timely, complete, and accurate notification to the company owner regarding businesses in which they own or hold controlling shares or capital contributions, and businesses in which their related parties own, co-own, or individually own controlling shares or capital contributions. This notification must be kept at the company's head office.

5. Other responsibilities as stipulated in this Law and the company's Articles of Association.

Article 84. Salaries, remuneration, bonuses and other benefits of company managers and auditors.

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

2. The company owner determines the salaries, remuneration, bonuses, and other benefits of the members of the Board of Directors, the Chairman of the company, and the Supervisory Board. Salaries, remuneration, bonuses, and other benefits of company managers and the Supervisory Board are included in business expenses in accordance with the law on corporate income tax and related 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 the Auditor may be paid directly by the company owner as stipulated in the company's Articles of Association.

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

1. A limited liability company with a single owner has a Chairman, Director, or General Director.

2. The company owner is the Chairman of the company and may also hold or hire someone else to be the Director or General Director.

3. The rights and obligations of the Director or General Director are stipulated in the company's charter and employment contract.

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

1. Unless otherwise stipulated in the company's charter, contracts and transactions between a single-member limited liability company owned by an organization and the following individuals must be approved by the Board of Members or the Chairman, Director or General Director, and the Auditor:

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

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

c) Related persons of the person specified in point b of this clause;

d) The manager of the company owner, who has the authority to appoint that manager;

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

2. Individuals signing contracts or transactions on behalf of the company must notify the Board of Members or the Chairman, Director or General Director, and the Auditor about the relevant parties and their related interests in that contract or transaction; along with a draft contract or the main contents of the transaction.

3. Unless otherwise stipulated in the company's charter, members of the Board of Members or the Chairman of the company, the Director or General Director, and the Auditor must decide on the approval of contracts and transactions within 10 days of receiving notification, based on the majority principle, with each person having one vote; persons related to the parties do not have the right to vote.

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

a) The parties signing the contract or carrying out the transaction are independent legal entities, each with 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 executed;

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

5. Contracts and transactions shall be deemed invalid by court decision and processed according to the law if they were concluded in violation of Clauses 1, 2, 3, and 4 of this Article. The signatories of the contract or transaction and related parties shall be jointly liable for any resulting damages and shall reimburse the company for any profits obtained from the execution of that contract or transaction.

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

Article 87. Increase and decrease of charter capital

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

2. In the case of increasing charter capital by raising additional capital contributions from other individuals, the company must be organized and managed as a limited liability company with two or more members or a joint-stock company. The company's management is organized as follows:

a) In the case of a limited liability company with two or more members, the company must notify the change in business registration within 10 days from the date of completion of the change in charter capital;

b) In the case of conversion 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 may reduce its charter capital in the following cases:

a) Partially return the capital contribution to the company owner if the company has been operating continuously for two years or more since the date of business registration and ensures that all debts and other financial obligations are fully paid after the capital contribution has been returned to the company owner;

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

Chapter IV

STATE-OWNED ENTERPRISES

Article 88. State-owned enterprises

1. State-owned enterprises are organized and managed in the form of limited liability companies and joint-stock companies, 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, excluding enterprises specified in point a, clause 1 of this Article.

2. Enterprises wholly owned by the State as stipulated in point a, clause 1 of this Article include:

a) A limited liability company with 100% state-owned capital is the parent company of a state-owned economic group, the parent company of a state-owned corporation, or the parent company in a parent-subsidiary company group;

b) A single-member limited liability company is an independent company 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 stipulated 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 is the parent company of an economic group, the parent company of a state-owned corporation, the parent company in a parent-subsidiary group;

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

4. The Government shall detail this Article.

Article 89. Application of regulations to state-owned enterprises

1. Enterprises wholly owned by the State as stipulated in point a, clause 1, Article 88 of this Law shall be organized and managed in the form of a single-member limited liability company as prescribed in this Chapter and other relevant provisions of this Law; in case of discrepancies 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 as stipulated in 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 according to the provisions in Section 1, Chapter III, or a joint-stock company according to the provisions in Chapter V of this Law.

Article 90. Organizational structure of management

The owner's representative agency decides to organize the management of state-owned enterprises in the form of a single-member limited liability company according to one of the following two models:

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

2. Board of Members, Director or General Director, Supervisory Board.

Article 91. Board of Members

1. The Board of Members, acting on behalf of the company, exercises the rights and obligations of the company in accordance with this Law and other relevant laws.

2. The Board of Members comprises a Chairman and other members, with a maximum of 07 members. Members of the Board of Members are appointed, dismissed, removed from office, rewarded, and disciplined by the owner's representative agency.

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

Article 92. Rights and obligations of the Board of Members

1. The Board of Members, acting on behalf of the company, exercises the rights and obligations of the owner, shareholder, or member with respect to the company in which the company owns or holds shares or capital contributions.

2. The Board of Members has the following rights and obligations:

a) Deciding on matters as stipulated in the Law on Management and Use of State Capital Invested in Production and Business at Enterprises;

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

c) Deciding on the company's annual production and business plans, market development strategies, marketing, and technology;

d) Organizing internal audit activities and deciding on the establishment of an internal audit unit for the company;

d) Other rights and obligations as stipulated in the company's charter, this Law, and other relevant legal provisions.

Article 93. Standards and conditions for members of the Board of Members

1. Not subject to the provisions of Clause 2, Article 17 of this Law.

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

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

4. Not a manager of a subsidiary business.

5. Except for the Chairman of the Board of Members, other members of the Board of Members may also hold the position of Director or General Director of that company or another company that is not a member enterprise, as decided by the owner's representative agency.

6. Never been dismissed from the position of Chairman of the Board of Members, member of the Board of Members, or Chairman of the company, Director, Deputy Director, or General Director, Deputy General Director of a state-owned enterprise.

7. Other standards and conditions stipulated in the company's charter.

Article 94. Dismissal and removal from office of members of the Board of Members

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

a) No longer meets the qualifications and conditions stipulated in Article 93 of this Law;

b) A resignation letter has been submitted and accepted in writing by the owner's representative body;

c) There is a decision to transfer, assign to another job, or retire;

d) Lack of competence or qualifications to perform the assigned work;

(d) Not in good health or no longer reputable enough to hold the position of a member of the Board of Members.

2. The Chairman and other members of the Board of Members shall be dismissed in the following cases:

a) The company fails to achieve its annual targets and planned indicators, and fails to preserve and develop its investment capital as required by the owner's representative agency, without providing objective reasons or with explanations that are not accepted by the owner's representative agency;

b) Convicted by a court, and the court's judgment or decision has become legally effective;

c) Dishonesty in exercising rights and obligations, or abuse of position or authority, using company assets for personal gain or to serve the interests of other organizations or individuals; making untruthful 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 Board of Members, the owner's representative body shall consider and decide on the selection and appointment of a replacement.

Article 95. Chairman of the Board of Members

1. The Chairman of the Board of Members is appointed by the owner's representative body in accordance with the law. The Chairman of the Board of Members may not simultaneously hold the position of Director or General Director of another company or enterprise.

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

a) Develop quarterly and annual activity plans for the Board of Members;

b) Prepare the agenda, content, and documents for the Board of Members meeting or solicit opinions from the members of the Board of Members;

c) Convene, preside over, and chair meetings of the Board of Members or organize the process of soliciting opinions from members of the Board of Members;

d) To implement the decisions of the owner's representative body and the resolutions of the Board of Members;

d) To organize, directly supervise, and evaluate the results of achieving strategic objectives, the company's operational results, and the management and operational performance of the company's Director or General Director;

e) Organize the publication and disclosure of company information in accordance with the law; be responsible for the completeness, timeliness, accuracy, truthfulness, and systematic nature of the published information.

3. Except as provided in Article 94 of this Law, the Chairman of the Board of Members may be dismissed or removed from office if he/she fails to exercise the rights and obligations stipulated in Clause 2 of this Article.

Article 96. Rights and obligations of members of the Board of Members

1. Attend meetings of the Board of Members, discuss, propose, and vote on matters within the authority of the Board of Members.

2. Inspect, review, search, copy, and extract records and documents related to contracts, transactions, accounting books, financial reports, minutes of Board of Members meetings, and other company papers and documents.

3. Other rights and obligations as stipulated in the company's charter, this Law, and other relevant legal provisions.

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

1. Comply with the company's charter, the decisions of the company owner, and the provisions of the law.

2. To exercise rights and fulfill obligations honestly, carefully, and to the best of our ability in order to maximize the legitimate interests of the company and the State.

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

4. Timely, complete, and accurate notification to businesses regarding businesses in which they own or hold controlling shares or capital contributions, and businesses in which their related parties own, co-own, or individually own controlling shares or capital contributions. This notification shall be compiled and stored at the company's head office.

5. Comply with the resolutions of the Board of Members.

6. Individuals are held personally responsible for the following actions:

a) Abusing the company's name to commit illegal acts;

b) Conducting business or other transactions that do not serve the interests of the company and cause harm to other organizations or individuals;

c) Paying off debts that are not yet due when there is a risk of financial instability for the company.

7. If a member of the Board of Members discovers that another member of the Board of Members has violated the assigned rights and obligations, that member is responsible for reporting it in writing to the owner's representative agency; and for requesting the violating member to cease the violation and remedy the consequences.

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

1. The Board of Members operates on a collective basis; it meets at least once a quarter to consider and decide on matters within its rights and obligations. For matters not requiring discussion, the Board of Members may solicit the opinions of its members in writing as stipulated in the company's charter. The Board of Members may hold extraordinary meetings to address urgent issues at the request of the company's owner's representative body, at the suggestion of the Chairman of the Board of Members, or by more than 50% of the total number of members of the Board of Members, or the Director or General Director.

2. The Chairman of the Board of Members or a member authorized by the Chairman of the Board of Members is responsible for preparing the agenda, content of documents, convening, presiding over, and chairing the meetings of the Board of Members. Members of the Board of Members 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 Board of Members and invited guests at least 03 working days before the meeting. Documents used in the meeting relating to proposals to the representative body of the company's owner to amend or supplement the company's charter, approve the company's development direction, approve the annual financial report, reorganize or dissolve the company must be sent to the members at least 05 working days before the meeting.

3. Notices inviting members to meetings of the Board of Members may be sent by invitation letter, telephone, fax, electronic means, or other methods as stipulated in the company's charter, and must be sent directly to each member of the Board of Members and invited guests. The notice must clearly specify the time, place, and agenda of the meeting. Online meetings may be used 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 adopted when more than half of the total number of members present vote in favor; in case of a tie, the content approved by the Chairman of the Board of Members or the person authorized by the Chairman to preside over the meeting shall be adopted. Members of the Board of Members have the right to reserve their opinions and make recommendations to the representative body of the company's owner.

5. In cases where the opinions of the Board of Members are solicited in writing, a resolution of the Board of Members shall be adopted when more than half of the total number of Board members approve it. A resolution may be adopted using multiple copies of the same document if each copy bears at least one signature of a Board member.

6. Based on the content and agenda of the meeting, when deemed necessary, the Board of Members may invite authorized representatives of relevant agencies and organizations to attend and discuss specific issues on the agenda. Representatives of invited agencies and organizations have the right to express their opinions but are not allowed to vote. The opinions expressed by invited representatives will be fully recorded in the meeting minutes.

7. The content of discussions, opinions expressed, voting results, resolutions adopted by the Board of Members, and conclusions of Board of Members meetings must be recorded in minutes. The chairperson and secretary of the meeting shall be jointly responsible for the accuracy and truthfulness of the minutes of the Board of Members meeting. The minutes of the Board of Members meeting must be approved before the end of the meeting. The minutes must include the following main contents:

a) Time, place, purpose, and agenda of the meeting; list of attendees; issues discussed and voted on; summary of comments made by members and invited representatives 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) Decisions that have been adopted;

d) Full name and signature of the meeting participant.

8. Members of the Board of Members have the right to request the Director, Deputy Director, General Director, Deputy General Director, Chief Accountant, and managers of companies and subsidiaries in which the company holds 100% of the charter capital, and representatives of the company's capital contributions in other enterprises, to provide information and documents on the financial situation and operations of the enterprise in accordance with the information regulations stipulated by the Board of Members or according to resolutions of the Board of Members. Those requested to provide information must provide the information and documents promptly, fully, and accurately as requested by the members of the Board of Members, unless the Board of Members decides otherwise.

9. The Board of Members utilizes the company's management, operational, and support staff to perform its duties.

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

11. Where necessary, the Board of Members shall organize consultations with domestic and foreign experts before deciding on important matters within the Board of Members' authority. The costs of consulting experts shall be stipulated in the company's financial management regulations.

12. Resolutions of the Board of Members take effect from the date of adoption or from the effective date stated in the resolution, unless approval from the owner's representative body is required.

Article 99. Chairman of the company

1. The Chairman of the company is appointed by the owner's representative body in accordance with the law. The Chairman's term of office shall not exceed 05 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 at the company for more than 15 years before their initial appointment. The standards, conditions, and circumstances for the dismissal or removal of the Chairman of the company shall be implemented in accordance with Articles 93 and 94 of this Law.

2. The Chairman of the company exercises the rights and obligations of the direct owner's representative in the company as prescribed by the Law on Management and Use of State Capital Invested in Production and Business Enterprises; and other rights, obligations, and responsibilities as prescribed in Articles 92 and 97 of this Law.

3. The salary, allowances, and remuneration of the company chairman are included in the company's administrative expenses.

4. The Chairman of the company utilizes the company's management, operational, and support staff to exercise his/her rights and obligations. If necessary, the Chairman may consult with domestic and foreign experts before making important decisions within his/her authority. The costs of consulting with experts are stipulated in the company's financial management regulations.

5. Decisions falling under the authority stipulated in Clause 2 of this Article must be in writing and signed by the Chairman of the company, including cases where the Chairman also serves as the Director or General Director.

6. The decision of the company chairman takes effect from the date of signing or from the effective date stated in the decision, unless it requires approval from the owner's representative body.

7. If the Chairman of the company leaves Vietnam for more than 30 days, he/she must authorize another person in writing to exercise certain rights and obligations of the Chairman; this authorization must be promptly notified in writing to the owner's representative agency. Other authorizations shall be carried out in accordance with 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 Board of Members or the Chairman of the company according to the personnel plan approved by the owner's representative body.

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

a) To organize the implementation and evaluation of the results of the company's business plans, strategies, and investment plans;

b) To organize the implementation and evaluation of the results of resolutions and decisions of the Board of Members, the Chairman of the company, and the representative body of the company's owner;

c) Deciding on the company's daily operations;

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

d) Appointing, hiring, dismissing, removing from office, and terminating employment contracts for company managers, except for positions under the authority of the Board of Members or the Chairman of the company;

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

g) Prepare and submit to the Board of Members or the Chairman of the company periodic quarterly and annual reports on the results of achieving business plan objectives; and financial reports;

h) Proposals for the allocation and use of after-tax profits and other financial obligations of the company;

i) Recruitment of employees;

k) Propose a plan for reorganizing the company;

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

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

Article 101. Standards and conditions for Directors and General Directors

1. Not subject to the provisions of Clause 2, Article 17 of this Law.

2. Possess professional qualifications and experience in business administration or in the company's field, industry, or profession.

3. Not a family member of the head or deputy head of the owner's representative agency; a member of the Board of Members, the Chairman of the company; the Deputy General Director, Deputy Director, and Chief Accountant of the company; or the company's Auditor.

4. 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 other state-owned enterprise.

5. It is prohibited to hold the position of Director or General Director of another business.

6. Other standards and conditions as stipulated in the company's charter.

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

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

a) No longer meets the qualifications and conditions stipulated in Article 101 of this Law;

b) A resignation letter has been submitted.

2. The Director or General Director will be considered for dismissal in the following cases:

a) The enterprise fails to preserve its capital as required by law;

b) The business fails to achieve its annual business plan targets;

c) Businesses that violate the law;

d) Lack of sufficient qualifications and capabilities to meet the requirements of the enterprise's new development strategy and 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 as stipulated in the company's charter.

3. Within 60 days from the date of the decision to dismiss or remove from office, the Board of Members or the Chairman of the company shall consider and decide on the selection and appointment of a replacement.

4. The dismissal or removal from office of the Deputy General Director, Deputy Director, other managers of the company, and Chief Accountant shall be governed by the company's charter.

Article 103. Supervisory Board, Supervisors

1. Based on the size of the company, the owner's representative body shall decide to establish a Supervisory Board with 01 to 05 Supervisors, including a Head of the Supervisory Board. The term of office for a Supervisor shall not exceed 05 years and they may be reappointed but not for more than 02 consecutive terms at that company. If the Supervisory Board has only 01 Supervisor, that Supervisor shall also be the Head of the Supervisory Board and must meet the qualifications of the Head of the Supervisory Board.

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

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

a) Possess a university degree or higher in one of the following majors: economics, finance, accounting, auditing, law, business administration, or a major relevant to the business activities of the enterprise, 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) Not allowed to be a company manager or a manager at another enterprise; not allowed to be a Supervisor of an enterprise other than a state-owned enterprise; not allowed to be an employee of the company;

c) Not a family member of the head or deputy head of the company's owner's representative agency; a member of the company's Board of Members; the company's Chairman; the Director or General Director; the Deputy Director or Deputy General Director; the Chief Accountant; or other auditors of the company;

d) Other standards and conditions stipulated in the company's charter.

4. The Government shall detail this Article.

Article 104. Obligations of the Supervisory Board

1. The Supervisory Board has the following duties:

a) Monitoring the implementation of development strategies and business plans;

b) Monitoring and evaluating the company's business operations and financial situation;

c) Monitoring and evaluating 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) Monitoring and evaluating the effectiveness and level of compliance with the company's internal audit regulations, risk management and prevention regulations, reporting regulations, and other internal governance regulations;

d) Monitoring the legality, systematicity, and integrity of accounting practices, accounting records, financial statements, appendices, and related documents;

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

g) Monitoring the implementation of large investment projects; contracts and transactions for buying and selling; other large-scale business contracts and transactions; and unusual business contracts and transactions of the company;

h) Prepare and submit evaluation reports and recommendations on the provisions in points a, b, c, d, e, f, and g of this clause to the owner's representative agency and the Board of Members;

i) Fulfill other obligations as required by the owner's representative body, as stipulated in the company's charter.

2. The salary, remuneration, bonuses, and other benefits of the Auditor are determined and paid by the owner's representative body.

3. The Government shall detail this Article.

Article 105. Rights of the Supervisory Board

1. Participate in meetings of the Board of Members, formal and informal consultations and exchanges between the owner's representative body and the Board of Members; question the Board of Members, members of the Board of Members, the Chairman of the company and the Director or General Director regarding plans, projects, investment and development programs and other decisions in the management and operation of the company.

2. Review the company's accounting books, reports, contracts, transactions, and other documents; examine the management and operation of the Board of Members, members of the Board of Members, the Chairman of the company, the Director, or the General Director when deemed necessary or at the request of the owner's representative body.

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

4. Require company managers to report on the financial status and business performance of the subsidiary when deemed necessary to fulfill duties as prescribed by law and the company's charter.

5. We propose that the owner's representative agency establish an auditing unit to advise and directly support the Supervisory Board in exercising its assigned rights and obligations.

6. Other rights as stipulated 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; and assign specific tasks and duties to each Supervisor.

2. Supervisors shall proactively and independently perform their assigned duties and tasks; they shall propose and recommend the performance of other supervisory tasks and work outside the planned schedule and scope of their assigned duties when deemed necessary.

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

4. Decisions of the Supervisory Board are adopted when a majority of the members present at the meeting approve them. Any opinions differing from the content of the adopted decision must be fully and accurately recorded and reported to the owner's representative body.

Article 107. Responsibilities of the Supervisor

1. Comply with the law, the company's charter, decisions of the owner's representative body, and professional ethics in exercising the rights and obligations of the Auditor.

2. To exercise assigned rights and obligations honestly, carefully, and to the best of their ability to protect the interests of the State, the company, and the legitimate interests of all parties involved in the company.

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

4. In the event of a violation of the responsibilities stipulated in this Article that causes damage to the company, the Auditor shall be held personally or jointly liable for compensation for such damage; depending on the nature and extent of the violation and the damage, disciplinary action, administrative penalties, or criminal prosecution may also be imposed in accordance with the law; and all income and benefits obtained from the violation of the responsibilities stipulated in this Article shall be returned to the company.

5. Promptly report to the owner's representative agency and request the Auditor to cease the violation and remedy the consequences if it is discovered that the Auditor has violated their assigned rights, obligations, and responsibilities.

6. Promptly report to the company owner's representative, other auditors, and relevant individuals, and request that the individual cease the violation and remedy the consequences in the following cases:

a) It is discovered that a member of the Board of Directors, the Chairman of the company, the Director or General Director, and other managers are acting contrary to regulations regarding their rights, obligations, and responsibilities, or are at risk of acting contrary to those regulations;

b) Detecting violations of the law, regulations contrary to the company's charter or internal governance rules.

7. Other responsibilities as stipulated in this Law and the company's Articles of Association.

Article 108. Dismissal and removal from office of the Head of the Supervisory Board and Supervisors

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

a) No longer meets the qualifications and conditions stipulated in Article 103 of this Law;

b) A resignation letter has been submitted and accepted by the owner's representative body;

c) Being assigned or directed to perform other tasks by the owner's representative agency or other competent authority;

d) Other cases as stipulated in the company's charter.

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

a) Failure to perform assigned duties, tasks, or work for three consecutive months, except in cases of force majeure;

b) Failure to fulfill assigned duties, tasks, or responsibilities within one year;

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

d) Other cases as stipulated in the company's charter.

Article 109. Periodic Information Disclosure

1. The company must periodically publish the following information on its website and on the website of the owner's representative agency:

a) Basic information about the company and its Articles of Association;

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

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

d) Mid-year financial statements and summaries audited by an independent auditing firm; the deadline for publication must be before July 31st of each year; including both the parent company's financial statements and consolidated financial statements (if any);

d) Report evaluating the results of the annual production and business plan implementation;

e) Report on the results of carrying out assigned public service tasks according to plan or bidding (if any) and other social responsibilities;

g) Report on the current state of governance and organizational structure of the company.

2. The report on the current state of corporate governance includes the following information:

a) Information about the owner's representative agency, the head and deputy head of the owner's representative agency;

b) Information about the company's managers, including their professional qualifications, work experience, management positions held, method of appointment, assigned management duties; the level and method of payment of salaries, remuneration, bonuses and other benefits; related parties and related interests of the company's managers;

c) Relevant decisions of the owner's representative body; resolutions and decisions of the Board of Members or the Chairman of the company;

d) Information about the Supervisory Board, the Supervisors, and their activities;

d) Conclusion report of the inspection agency (if any) and report of the Supervisory Board and the Supervisor;

e) Information about the company's related parties, contracts, and transactions between the company and related parties;

g) Other information as stipulated in the company's charter.

3. The information published must be complete, accurate, and timely in accordance with the law.

4. The legal representative or authorized person shall disclose information. The legal representative shall be responsible for the completeness, timeliness, truthfulness, and accuracy of the information disclosed.

5. The Government shall detail this Article.

Article 110. Disclosure of unusual information

1. The company must publish information about unusual events on its website, in publications (if any), and publicly display it at its head office and business locations within 36 hours of the occurrence of any of the following events:

a) The company's account has been frozen or has been allowed to resume operations after being frozen;

b) Suspension of part or all of the business operations; revocation of the Certificate of Business Registration, establishment license, establishment and operation license, operating license, or other licenses related to the company's operations;

c) Amending or supplementing the content of the Certificate of Business Registration, establishment license, establishment and operation license, operation license, or other licenses related to the company's operations;

d) Changes to the members of the Board of Members, 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 Supervisors;

d) There is a disciplinary decision, an indictment, or a court judgment or decision against the business manager;

e) There is a conclusion from the inspection agency or the tax administration agency regarding the enterprise's violation of the law;

g) There is a decision to change the independent auditing firm or the financial statements are refused audit;

h) Decisions on the establishment, dissolution, merger, acquisition, or conversion of subsidiaries, branches, or representative offices; decisions on investment, capital reduction, or divestment in other companies.

2. The Government shall detail this Article.

Chapter V

JOINT STOCK COMPANY

Article 111. Joint-stock companies

1. A joint-stock company is an enterprise in which:

a) The charter capital is divided into many 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 liable for the debts and other financial obligations of the business to the extent of the capital they have contributed to the business;

d) Shareholders have the right to freely transfer their shares to others, except as stipulated in Clause 3 of Article 120 and Clause 1 of Article 127 of this Law.

2. A joint-stock company acquires legal personality from the date it is granted a Certificate of Business Registration.

3. Joint-stock companies have 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 sold. The charter capital of a joint-stock company upon business registration is the total par value of all types of shares registered for purchase and recorded in the company's charter.

2. Sold shares are shares authorized for sale that have been fully paid for by shareholders to the company. When registering a business, sold shares are the total number of shares of all types that have been registered for purchase.

3. The authorized share offering of a joint-stock company is the total number of shares of all types that the General Meeting of Shareholders decides to offer to raise capital. The authorized share offering of a joint-stock company upon business registration is the total number of shares of all types that the company will offer to raise capital, including shares that have been subscribed for and shares that have not yet been subscribed for.

4. Unsold shares are shares that have been authorized for sale but have not yet been paid for by the company. When registering a business, unsold shares are the total number of shares of all types that have not yet been subscribed for.

5. A company may reduce its charter capital in the following cases:

a) By decision of the General Meeting of Shareholders, the company shall return a portion of the capital contribution to shareholders in proportion to their shareholding in the company if the company has been operating continuously for two years or more since the date of business registration and ensures that all debts and other financial obligations are fully paid after the capital return to shareholders;

b) The company repurchases the shares sold in accordance with Articles 132 and 133 of this Law;

c) The charter capital has not been fully and timely paid by the shareholders as stipulated in Article 113 of this Law.

Article 113. Payment for registered shares upon registration of business establishment.

1. Shareholders must pay the full amount of the shares they have registered to purchase within 90 days from the date of issuance of the Business Registration Certificate, unless the company's charter or the share subscription agreement stipulates a shorter period. If a shareholder contributes capital in the form of assets, the time for transportation, import, and administrative procedures to transfer ownership of those assets is not included in this capital contribution period. The Board of Directors is responsible for supervising and urging shareholders to pay the full amount of the registered shares on time.

2. During the period from the date the company is granted its Certificate of Business Registration to the last day for full payment of the registered shares as stipulated in Clause 1 of this Article, the voting rights of shareholders shall be calculated based on the number of registered common shares, unless otherwise stipulated in the company's charter.

3. If, after the deadline specified in Clause 1 of this Article, a shareholder has not paid or has only partially paid for the shares they registered to purchase, the following regulations shall apply:

a) Shareholders who have not paid for the shares they registered to purchase automatically cease to be shareholders of the company and are not allowed to transfer their right to purchase those shares to others;

b) Shareholders who only pay for a portion of the registered shares have voting rights, receive dividends, and other rights corresponding to the number of shares paid for; they are not allowed to transfer the right to purchase the unpaid shares to others;

c) Unpaid shares are considered unsold shares and the Board of Directors has the right to sell them;

d) Within 30 days from the end of the deadline for full payment of the registered shares as stipulated in Clause 1 of this Article, the company must register an adjustment to its charter capital equal to the par value of the fully paid shares, except in cases where the unpaid shares have been sold within this period; and register a change in founding shareholders.

4. Shareholders who have not paid or have not fully paid for the registered shares shall be liable for the company's financial obligations arising before the date the company registers the adjustment of its charter capital as stipulated in point d, clause 3 of this Article, in proportion to the total par value of the registered shares. Members of the Board of Directors and the legal representative shall be jointly liable for damages arising from failure to comply with or improper compliance with the provisions of clause 1 and point d, clause 3 of this Article.

5. Except as provided in Clause 2 of this Article, a capital contributor becomes a shareholder of the company from the time they have paid for the shares, and the shareholder information specified in points b, c, d, and e of Clause 2, Article 122 of this Law shall be recorded in the shareholder register.

Article 114. Types of shares

1. A joint-stock company must have common shares. The owner of common shares is a common shareholder.

2. In addition to common shares, a joint-stock company may have preferred shares. Those who own preferred shares are called preferred shareholders. Preferred shares include the following types:

a) Dividend-paying preferred shares;

b) Redeemable preferred stock;

c) Voting preference shares;

d) Other preferred shares as stipulated in the company's charter and securities laws.

3. Individuals entitled to purchase dividend-preferred shares, redeemable preferred shares, and other preferred shares are those stipulated in the company's charter or decided by the General Meeting of Shareholders.

4. Each share of the same class confers on its holder equal rights, obligations, and benefits.

5. Common shares cannot be converted into preferred shares. Preferred shares can be converted into common shares by resolution of the General Meeting of Shareholders.

6. Common shares used as the underlying asset for issuing non-voting depositary certificates are called underlying common shares. Non-voting depositary certificates have economic benefits and obligations corresponding to the underlying common shares, except for the voting rights.

7. Government regulations on depositary certificates do not have voting rights.

Article 115. Rights of ordinary shareholders

1. Ordinary shareholders have the following rights:

a) To attend and speak at the General Meeting of Shareholders and exercise the right to vote directly or through an authorized representative or other forms as prescribed by the company's charter and the law. Each common share has one voting right;

b) Receive dividends at the rate decided by the General Meeting of Shareholders;

c) Prioritize the purchase of new shares in proportion to each shareholder's ownership of common shares in the company;

d) To freely transfer their shares to others, except as stipulated in Clause 3 of Article 120, Clause 1 of Article 127 of this Law and other relevant legal provisions;

d) Review, search, and retrieve information regarding names and contact addresses in the list of shareholders with voting rights; request correction of inaccurate information;

e) Review, search, extract, or copy the company's charter, minutes of the General Meeting of Shareholders, and resolutions of the General Meeting of Shareholders;

g) When the company is dissolved or goes bankrupt, they are entitled to receive a portion of the remaining assets in proportion to their shareholding in the company.

2. Shareholders or groups of shareholders owning 05% or more of the total number of common shares, or a smaller percentage as stipulated in the company's charter, have the following rights:

a) Review, search, and extract minutes and resolutions of the Board of Directors, interim and annual financial statements, reports of the Supervisory Board, contracts, transactions requiring approval from the Board of Directors, and other documents, except for documents related to the company's trade secrets and business secrets;

b) Requesting 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 information: full name, contact address, nationality, and legal document number of individual shareholders; name, business registration number or legal document number of organizational shareholders, and head office address; number of shares and registration date of each shareholder, total number of shares of the entire group of shareholders, and ownership percentage in the total number of shares of the company; the issue to be examined and the purpose of the examination;

d) Other rights as stipulated in this Law and the company's charter.

3. Shareholders or groups of shareholders specified in Clause 2 of this Article have the right to request the convening of a General Meeting of Shareholders in the following cases:

a) The board of directors seriously violates the rights of shareholders, the duties of managers, or makes decisions exceeding its delegated authority;

b) Other cases as stipulated in the company's charter.

4. The request to convene a General Meeting of Shareholders as stipulated in Clause 3 of this Article must be in writing and must include the following information: full name, contact address, nationality, and legal document number of the individual shareholder; name, business registration number or legal document number of the organization, and head office address of the organization shareholder; the number of shares and the registration date of each shareholder, the total number of shares of the entire group of shareholders, and their ownership percentage in the total shares of the company; and the basis and reasons for requesting the convening of the General Meeting of Shareholders. The request must be accompanied by documents and evidence regarding violations by the Board of Directors, the extent of the violations, or decisions exceeding their authority.

5. Shareholders or groups of shareholders owning 10% or more of the total number of common shares, or a smaller percentage as stipulated in the company's charter, have the right to nominate individuals to the Board of Directors and the Supervisory Board. Unless otherwise stipulated in the company's charter, the nomination of individuals to the Board of Directors and the Supervisory Board shall be carried out as follows:

a) Ordinary shareholders forming a group to nominate candidates for 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 more individuals, as decided by the General Meeting of Shareholders, as candidates for the Board of Directors and the Supervisory Board. If 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 shall be nominated by the Board of Directors, the Supervisory Board, and other shareholders.

6. Other rights as stipulated in this Law and the company's charter.

Article 116. Voting preference shares and rights of shareholders owning voting preference shares.

1. Voting preference shares are common shares that hold more voting rights than other common shares; the number of voting rights of a voting preference share is stipulated in the company's charter. Only organizations authorized by the Government and founding shareholders are entitled to hold voting preference shares. The voting preference of founding shareholders is valid for 03 years from the date the company is granted its Certificate of Business Registration. The voting rights and duration of the voting preference for voting preference shares held by organizations authorized by the Government are stipulated in the company's charter. After the voting preference period, the voting preference shares are converted into common shares.

2. Shareholders holding preferred voting shares have the following rights:

a) Voting on matters within the authority of the General Meeting of Shareholders with the number of votes as stipulated in Clause 1 of this Article;

b) Other rights as common shareholders, except as provided in Clause 3 of this Article.

3. Shareholders holding preferred voting shares are not permitted to transfer those shares to others, except in cases of transfer pursuant to a legally binding court judgment or decision, or through inheritance.

4. The Government shall detail this Article.

Article 117. Dividend-preferred shares and the rights of shareholders owning dividend-preferred shares.

1. Dividend-preferred shares are shares that receive dividends at a higher rate than common shares or at a stable annual rate. Annual dividends consist of fixed dividends and bonus dividends. Fixed dividends are independent of the company's business performance. The specific fixed dividend rate and the method for determining bonus dividends are clearly stated in the dividend-preferred share certificate.

2. Shareholders holding preferred dividend shares have the following rights:

a) Receive dividends as stipulated in Clause 1 of this Article;

b) To receive the remaining assets in proportion to their shareholding in the company after the company has paid off all its debts, and redeemable preferred shares upon the company's dissolution or bankruptcy;

c) Other rights as common shareholders, except as provided in Clause 3 of this Article.

3. Shareholders holding preferred dividend shares do not have the right to vote, attend the General Meeting of Shareholders, or nominate individuals to the Board of Directors and the Supervisory Board, except as stipulated in Clause 6, Article 148 of this Law.

Article 118. Redeemable preferred shares and rights of shareholders owning redeemable preferred shares.

1. Redeemable preferred shares are shares that the company repays the capital contribution upon the request of the owner or according to the conditions stated in the preferred share certificate and the company's charter.

2. Shareholders holding redeemable preferred shares have the same rights as common shareholders, except as provided in Clause 3 of this Article.

3. Shareholders holding redeemable preferred shares do not have the right to vote, attend the General Meeting of Shareholders, or nominate individuals to the Board of Directors and the Supervisory Board, except as provided in Clause 5 of Article 114 and Clause 6 of Article 148 of this Law.

Article 119. Obligations of Shareholders

1. Pay for the shares you committed to purchase in full and on time.

2. Shareholders are not allowed to withdraw capital contributed in the form of common shares from the company in any form, except in cases where the shares are repurchased by the company or another party. If a shareholder withdraws part or all of their contributed capital in violation of this provision, that shareholder and any related parties in the company shall be jointly and severally liable for the company's debts and other financial obligations to the extent of the value of the withdrawn shares and any resulting damages.

3. Comply with the company's charter and internal management regulations.

4. Comply with the resolutions and decisions of the General Meeting of Shareholders and the Board of Directors.

5. Maintain the confidentiality of information provided by the company in accordance with the company's charter and the law; use the provided information only to exercise and protect your legitimate rights and interests; it is strictly prohibited to disseminate, copy, or send 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. Newly established joint-stock companies must have at least three founding shareholders. Joint-stock companies converted from state-owned enterprises or limited liability companies, or formed through division, separation, merger, or acquisition from other joint-stock companies, do not necessarily need founding shareholders; in this case, the company's charter in the business registration dossier must be signed by the legal representative or the company's ordinary shareholders.

2. The founding shareholders must jointly subscribe to purchase at least 20% of the total number of common shares offered for sale upon registration of the business.

3. Within three years from the date the company is granted its Certificate of Business Registration, the common shares of founding shareholders may be freely transferred to other founding shareholders and may only be transferred to non-founding shareholders with the approval of the General Meeting of Shareholders. In this case, a founding shareholder intending to transfer common shares does not have the right to vote on the transfer of those shares.

4. The restrictions provided for in paragraph 3 of this Article do not apply to the following common shares:

a) Shares that founding shareholders acquire after the company is registered;

b) Shares have been transferred to individuals who are not founding shareholders.

Article 121. Shares

1. A stock certificate is a document issued by a joint-stock company, a book entry, or electronic data confirming ownership of one or more shares of that company. A stock certificate must include the following essential information:

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

b) Number of shares and type of shares;

c) The par value of each share and the total par value of all shares stated on the share certificate;

d) Full name, contact address, nationality, and legal document number of the individual shareholder; name, business registration number or legal document number of the organization, and head office address of the organization shareholder;

d) Signature of the company's legal representative;

e) The registration number in the company's shareholder register and the date of share issuance;

g) Other provisions as prescribed in Articles 116, 117 and 118 of this Law for preferred stock shares.

2. In the event of errors in the content and form of shares issued by the company, the rights and interests of the shareholders will not be affected. The company's legal representative will be responsible for any damages caused by such errors.

3. In the event that a share certificate is lost, damaged, or otherwise destroyed, the shareholder shall be reissued the certificate by the company upon the shareholder's request. The shareholder's request must include the following information:

a) Information about shares that have been lost, damaged, or otherwise destroyed;

b) Commitment to assume responsibility for any disputes arising from the reissuance of new shares.

Article 122. Shareholder Register

1. Joint-stock companies must establish and maintain a shareholder register from the time they are granted a Certificate of Business Registration. The shareholder register may be a paper document or an electronic data file recording information about the share ownership of the company's shareholders.

2. The shareholder register must include the following main contents:

a) Name and registered office address of the company;

b) The total number of shares authorized for sale, the types of shares authorized for sale, and the number of shares authorized for sale of each type;

c) The total number of shares sold of each class and the value of contributed capital;

d) Full name, contact address, nationality, and legal document number of the individual shareholder; name, business registration number or legal document number of the organization, and head office address of the organization shareholder;

d) The number of shares of each type held by each shareholder, and the share registration date.

3. The shareholder register is kept at the company's head office or other organizations authorized to maintain shareholder registers. Shareholders have the right to check, search, extract, and copy the names and contact addresses of company shareholders in the shareholder register.

4. If a shareholder changes their contact address, they must notify the company promptly so that the information can be updated in the shareholder register. The company is not responsible for being unable to contact a shareholder due to failure to notify them of the change in their contact address.

5. The company must promptly update changes in shareholders in the shareholder register upon request from the relevant shareholder as stipulated in the company's charter.

Article 123. Offering of shares

1. A share offering is when a company increases the number or type of shares it is authorized to offer in order to increase its charter capital.

2. The offering of shares can be carried out in the following forms:

a) Offering shares to existing shareholders;

b) Private placement of shares;

c) Offering shares to the public.

3. Public offerings of shares, offerings of shares of public companies and other organizations shall be carried out in accordance with the provisions of the law on securities.

4. The company shall register the change in charter capital within 10 days from the date of completion of the share sale.

Article 124. Offering shares to existing shareholders

1. Offering shares to existing shareholders is when a company increases the number and type of shares it is authorized to offer and sells all of those shares to all shareholders in proportion to their existing shareholding 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, using a method that ensures the notification reaches their registered contact addresses, at least 15 days before the end of the share subscription 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 head office address of the organization shareholder; the number of shares and the percentage of shares currently held by the shareholder in the company; the total number of shares expected to be offered and the number of shares the shareholder is entitled to purchase; the offering price of the shares; the subscription deadline; and the full name and signature of the company's legal representative. The notification must be accompanied by a share subscription form issued by the company. If the share subscription form is not sent to the company within the deadline specified in the notification, the shareholder will be considered to have forfeited their priority right to purchase shares.

c) Shareholders have the right to transfer their preferential right to purchase shares to another person.

3. If the number of shares intended for sale is not fully subscribed by shareholders and those entitled to preferential purchase rights, the Board of Directors has the right to sell the remaining shares to other shareholders of the company and other parties under conditions no more favorable than those offered to the shareholders, unless otherwise approved by the General Meeting of Shareholders or as otherwise stipulated by securities law.

4. Shares are considered sold when full payment is received 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 buyer of the shares becomes a shareholder of the company.

5. After the shares have been fully paid for, the company issues and delivers the shares to the buyer; if 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 shareholder's ownership of shares in the company.

Article 125. Private placement of shares

1. Private placement of shares by a joint-stock company that is not a public company must meet the following conditions:

a) Not offered for sale through mass media;

b) Offering to fewer than 100 investors, excluding professional securities investors, or offering only to professional securities investors.

2. Joint-stock companies that are not public companies shall conduct private placements of shares in accordance with the following regulations:

a) The company decides on the method of offering shares privately in accordance with the provisions of this Law;

b) Shareholders of the company exercise their preferential right to purchase shares as stipulated in Clause 2, Article 124 of this Law, except in the case of mergers or consolidations of companies;

c) If shareholders and those receiving the preferential right to purchase do not buy all the shares, the remaining shares will be sold to others through a private placement, under conditions no more favorable than those offered to shareholders, unless the General Meeting of Shareholders approves otherwise.

3. Foreign investors purchasing shares offered under this Article must follow the procedures for purchasing shares as prescribed by the Investment Law.

Article 126. Sale of shares

The Board of Directors decides on the timing, method, and price of the share sale. The share sale price shall not be lower than the market price at the time of sale or the book value of the shares at the most recent time, except in the following cases:

1. Shares are initially sold to individuals who are not founding shareholders;

2. Shares are sold to all shareholders in proportion to their existing shareholding in the company;

3. Shares sold to brokers or underwriters; in this case, the specific discount or discount rate must be approved by the General Meeting of Shareholders, unless otherwise stipulated in the company's charter;

4. Other cases and the discount rates in those cases are stipulated in the company's charter or resolutions of the General Meeting of Shareholders.

Article 127. Transfer of shares

1. Shares are freely transferable, except as provided in Clause 3, Article 120 of this Law and where the company's charter stipulates restrictions on the transfer of shares. If the company's charter contains restrictions on the transfer of shares, these provisions shall only be effective when clearly stated in the share certificate of the corresponding shares.

2. The transfer is carried out by contract or transaction on the securities market. In the case of a contract transfer, the transfer documents must be signed by the transferor and the transferee or their authorized representatives. In the case of a transaction on the securities market, the procedures for transfer shall be carried out in accordance with the provisions of securities law.

3. In the event that a shareholder who is an individual dies, the heir according to the will or the law of that shareholder becomes a shareholder of the company.

4. In the event that a shareholder who is an individual dies without heirs, or the heirs refuse to accept the inheritance, or are disinherited, the shares of that shareholder shall be settled according to the provisions of civil law.

5. Shareholders have the right to donate a portion or all of their shares in the company to other individuals or organizations; and to use shares to pay off debts. Individuals or organizations who receive shares as a donation or as debt repayment will become shareholders of the company.

6. Individuals and organizations receiving shares in the cases stipulated in this Article shall only become shareholders of the company from the time their information as stipulated in Clause 2, Article 122 of this Law is fully recorded in the shareholder register.

7. The company must register changes to shareholders in the shareholder register upon request from the relevant shareholder within 24 hours of receiving the request, as stipulated in the company's charter.

Article 128. Private placement of bonds

1. Joint-stock companies that are not public companies may offer private placement bonds in accordance with this Law and other relevant laws. Private placement of bonds by public companies, other organizations, and public offerings of bonds shall be carried out in accordance with the law on securities.

2. Private placement of bonds by 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 meeting the following conditions regarding eligible buyers of private placement bonds:

a) Strategic investors for privately placed convertible bonds and privately placed bonds with warrants;

b) Professional securities investors for privately placed convertible bonds, privately placed warrant bonds, and other types of privately placed bonds.

3. Joint-stock companies that are not public companies offering private placement bonds must meet the following conditions:

a) The company has fully paid both the principal and interest of the bonds offered and due for payment, or has fully paid all debts due in the three consecutive years prior to the bond offering (if any), except in the case of bond offerings to selected financial institutions;

b) Audited financial statements for the year immediately preceding the year of issuance are available;

c) Ensuring compliance with legal regulations regarding financial safety ratios and operational safety ratios;

d) Other conditions as prescribed by relevant laws.

Article 129. Procedures for offering and transferring private placement bonds

1. The company decides on the method of offering private placement 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 stock exchange of the offering at least one working day before the scheduled date of the bond offering.

3. The company shall disclose information about the results of the offering to investors who purchased bonds and notify the stock exchange of the offering results within 10 days from the date the bond offering ends.

4. Privately issued bonds may be transferred between investors who meet the eligibility requirements for purchasing private bonds as stipulated in Clause 2, Article 128 of this Law, except in cases where the transfer is carried out pursuant to a legally effective court judgment or decision, a legally effective arbitration award, or inheritance as prescribed by law.

5. Based on the provisions of this Law and the Securities Law, the Government shall provide detailed regulations on the types of bonds, documentation, procedures for issuing and trading private placement bonds; information disclosure; and issuance of bonds to the international market.

Article 130. Decision on private placement of bonds

1. The company has decided to offer bonds privately in accordance with the following regulations:

a) The General Meeting of Shareholders shall decide on the type, total value of bonds, and timing of the offering for convertible bonds and bonds with warrants. The voting on resolutions regarding the private placement of bonds by the company shall be conducted in accordance with Article 148 of this Law;

b) Unless otherwise stipulated in the company's charter and except as provided in point a of this clause, the Board of Directors has the right to decide on the type of bonds, the total value of 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 register the change in charter capital within 10 days from the date of completion of the conversion of bonds into shares.

Article 131. Purchase of shares and bonds

Shares and bonds of a joint-stock company may be purchased using Vietnamese Dong, freely convertible foreign currency, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets as stipulated in the company's charter, and must be paid in full in one lump sum.

Article 132. Repurchase of shares at the request of shareholders

1. Shareholders who voted against a resolution regarding the reorganization of the company or changes to the rights and obligations of shareholders as stipulated in the company's charter have the right to request the company to repurchase their shares. The request must be in writing, clearly stating the shareholder's name and address, the number of shares of each type, the intended selling price, and the reason for requesting the company to repurchase. 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 stipulated in this clause.

2. The company must repurchase shares at the request of shareholders as stipulated in Clause 1 of this Article at market price or at a price calculated according to the principles stipulated in the company's charter within 90 days from the date of receiving the request. If an agreement on the price cannot be reached, the parties may request a valuation organization to determine the price. The company shall introduce at least three valuation organizations for shareholders to choose from, and that choice shall be final.

Article 133. Repurchase of shares by decision of the company.

The company has the right to repurchase no more than 30% of the total number of common shares sold, or a portion or all of the dividend-preferred shares sold, subject to the following regulations:

1. The Board of Directors has the right to decide to repurchase no more than 10% of the total number of shares of each class sold within a 12-month period. In other cases, the repurchase of shares shall be decided by the General Meeting of Shareholders;

2. The Board of Directors shall determine the share repurchase price. For common shares, the repurchase price shall not exceed the market price at the time of repurchase, except as provided in Clause 3 of this Article. For other types of shares, unless otherwise stipulated in the company's charter or the company and the relevant shareholders have agreed otherwise, the repurchase price shall not be lower than the market price;

3. The company may repurchase shares from each shareholder in proportion to their shareholding in the company, following the procedures below:

a) The company's decision to repurchase shares must be notified in a manner that ensures all shareholders are reached within 30 days of the decision being made. The notification must include the company's name and registered office, the total number and types of shares to be repurchased, the repurchase price or the principles for determining the repurchase price, the payment procedures and deadlines, and the procedures and deadlines for shareholders to sell their shares to the company;

b) Shareholders who agree to sell their shares must submit a written consent form to the company within 30 days of the notification, using a method that ensures its delivery. The consent form must include the full name, contact address, and legal document number of the individual shareholder; the name, business registration number, or legal document number of the organization, and registered office address of the organization shareholder; the number of shares owned and the number of shares agreed to sell; the method of payment; and the signature of the shareholder or their legal representative. The company will only repurchase shares within the aforementioned period.

Article 134. Conditions for payment and handling of repurchased shares

1. A company may only pay for repurchased shares to shareholders in accordance with Articles 132 and 133 of this Law if, immediately after paying for all repurchased shares, the company can still ensure that it has sufficient funds to pay all its debts and other financial obligations.

2. Shares repurchased in accordance with Articles 132 and 133 of this Law shall be considered unsold shares as stipulated in Clause 4, Article 112 of this Law. The company must register a reduction in charter capital corresponding to the total par value of the repurchased shares within 10 days from the date of completion of the share repurchase payment, unless otherwise provided by securities law.

3. Share certificates confirming ownership of repurchased shares must be destroyed immediately after the corresponding shares have been fully paid for. The Chairman of the Board of Directors and the Director or General Director shall be jointly liable for damages resulting from the failure to destroy or the delayed destruction of the shares.

4. After the repurchased shares have been fully paid for, if the total value of the company's assets recorded in the accounting books decreases by more than 10%, the company must notify all creditors within 15 days from the date of full payment for the repurchased shares.

Article 135. Dividend Payment

1. Dividends paid on preferred shares are subject to the specific conditions applicable to each type of preferred share.

2. Dividends paid to common shares are determined based on the net profit realized, and the dividend payment is deducted from the company's retained earnings. A joint-stock company may only pay dividends to common shares when the following conditions are met:

a) The company has fulfilled its tax obligations and other financial obligations as required by law;

b) Company funds have been set aside and previous losses have been offset in accordance with the law and the company's charter;

c) Immediately after paying out the dividends, the company must still ensure that it has sufficient funds to pay all debts and other financial obligations 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, it must be made in Vietnamese Dong and in accordance with the payment methods prescribed by law.

4. Dividends must be paid in full within 06 months from the date of the conclusion of the Annual General Meeting of Shareholders. The Board of Directors shall compile a list of shareholders entitled to receive dividends, determine the dividend amount to be paid per share, the payment deadline and method, no later than 30 days before each dividend payment. Notices regarding dividend payments shall be sent by a secure method to shareholders at their registered addresses in the shareholder register no later than 15 days before the dividend payment. The notice must include the following information:

a) Company name and address of the company's head office;

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 the head office for shareholders who are organizations;

d) The number of shares of each class held by the shareholder; the dividend rate for each share and the total dividends that the shareholder is entitled to receive;

d) Timing and method of dividend payment;

e) Full name and signature of the Chairman of the Board of Directors and the legal representative of the company.

5. If a shareholder transfers their shares between the time the shareholder list is finalized and the time dividends are paid, the transferor is the one who receives the dividends from the company.

6. In the case of dividend payment in shares, the company is not required to follow the procedures for offering shares as stipulated 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 completion of dividend payment.

Article 136. Recovery of payments for repurchased shares or dividends

In cases where the payment for repurchased shares is contrary to the provisions of Clause 1, Article 134 of this Law, or the payment of dividends is contrary to the provisions of Article 135 of this Law, the shareholder must return to the company the money and other assets received; if the shareholder is unable to return the money and other assets to the company, all members of the Board of Directors shall be jointly and severally liable for the company's debts and other financial obligations to the extent of the value of the money and assets paid to the shareholder that have not yet been returned.

Article 137. Organizational structure of joint-stock companies

1. Unless otherwise provided by securities law, joint-stock companies have the right to choose to organize 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 of a joint-stock company with fewer than 11 shareholders and where the shareholders are organizations owning less than 50% of the total shares of the company, a Supervisory Board is not mandatory;

b) The General Meeting of Shareholders, the Board of Directors, and the 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 reporting to the Board of Directors. The organizational structure, functions, and duties of the Audit Committee are stipulated in the company's charter or the operating regulations of the Audit Committee issued by the Board of Directors.

2. If a company has only one legal representative, the Chairman of the Board of Directors, the Director, or the General Director is the company's legal representative. If the Articles of Association do not specify otherwise, the Chairman of the Board of Directors is the company's legal representative. If a company has more than one legal representative, the Chairman of the Board of Directors and the Director or General Director are automatically the company's legal representatives.

Article 138. Rights and obligations of the General Meeting of Shareholders

1. The General Meeting of Shareholders, comprising all shareholders with voting rights, is the highest decision-making body of a joint-stock company.

2. The General Meeting of Shareholders has the following rights and obligations:

a) Through the company's development strategy;

b) Deciding on the types of shares and the total number of shares of each type authorized for sale; deciding on the annual dividend rate for each type of share;

c) Electing, dismissing, and removing members of the Board of Directors and Supervisory Board;

d) Decisions to invest in or sell assets worth 35% or more of the total asset value recorded in the company's most recent financial statement, unless the company's charter stipulates a different percentage or value;

d) Decisions to amend or supplement the company's charter;

e) Through annual financial reports;

g) Decision to repurchase more than 10% of the total number of shares sold of each class;

h) Review and handle violations by members of the Board of Directors and Supervisory Board that cause damage to the company and its shareholders;

i) Decisions on reorganizing or dissolving the company;

k) Deciding on the budget or total amount of remuneration, bonuses, and other benefits for the Board of Directors and the Supervisory Board;

l) Approve internal governance regulations; regulations governing the operation of the Board of Directors and the Supervisory Board;

m) Approve the list of independent auditing firms; decide which independent auditing firm will conduct the company's operational audit, and dismiss independent auditors when deemed necessary;

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

Article 139. Meeting of the General Meeting of Shareholders

1. The General Meeting of Shareholders convenes annually. In addition to the annual meeting, the General Meeting of Shareholders may hold extraordinary meetings. The location of the General Meeting of Shareholders is determined by where the chairperson attends the meeting and must be within the territory of Vietnam.

2. The General Meeting of Shareholders must be held annually within four months from the end of the fiscal year. Unless otherwise stipulated in the company's charter, the Board of Directors may decide to extend the annual General Meeting of Shareholders if necessary, but not exceeding six months from the end of the fiscal 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) Reports from the Board of Directors on the governance and performance of the Board of Directors and each member of the Board of Directors;

d) Reports from the Supervisory Board on the company's business results, the performance of the Board of Directors, the Director, or the General Director;

d) Self-assessment report on the performance of the Supervisory Board and the Supervisors;

e) The dividend rate per share for each class;

g) Other matters within its jurisdiction.

Article 140. Convening a General Meeting of Shareholders

1. The Board of Directors convenes annual and extraordinary general meetings of shareholders. The Board of Directors convenes an extraordinary general meeting of shareholders in the following cases:

a) The Board of Directors deems it necessary for the benefit of the company;

b) The remaining number of members of the Board of Directors and the Supervisory Board is less than the minimum number of members required by law;

c) At the request of a shareholder or group of shareholders as stipulated in Clause 2, Article 115 of this Law;

d) At the request of the Supervisory Board;

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

2. Unless otherwise stipulated in the company's charter, the Board of Directors must convene a General Meeting of Shareholders within 30 days from the date of the occurrence of the circumstances specified in point b, clause 1 of this Article, or upon receiving the request to convene a meeting as specified in points c and d, clause 1 of this Article. If the Board of Directors fails to convene a General Meeting of Shareholders as required, the Chairman of the Board of Directors and the members of the Board of Directors shall compensate the company for any resulting damages.

3. If the Board of Directors fails to convene a General Meeting of Shareholders as prescribed in Clause 2 of this Article, within the next 30 days, the Supervisory Board shall replace the Board of Directors in convening a General Meeting of Shareholders as prescribed by this Law. If the Supervisory Board fails to convene a General Meeting of Shareholders as prescribed, the Supervisory Board shall compensate the company for any resulting damages.

4. If the Supervisory Board fails to convene a General Meeting of Shareholders as prescribed in Clause 3 of this Article, a shareholder or group of shareholders as prescribed in Clause 2 of Article 115 of this Law has the right to represent the company in convening a General Meeting of Shareholders as prescribed in 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) Providing information and resolving complaints related to the shareholder list;

c) Develop the agenda and content for the meeting;

d) Prepare documents for the meeting;

d) Draft resolution of the General Meeting of Shareholders according to the planned agenda of the meeting; list and detailed information of candidates in case of election of members of the Board of Directors and Supervisory Board;

e) Determine the time and place of the meeting;

g) Send notices inviting shareholders to the meeting as stipulated in this Law;

h) Other tasks related to the meeting.

6. The costs of convening and conducting the General Meeting of Shareholders as stipulated in Clauses 2, 3, and 4 of this Article will be reimbursed by the company.

Article 141. List of shareholders entitled to attend the General Meeting of Shareholders

1. The list of shareholders entitled to attend the General Meeting of Shareholders is compiled based on the company's shareholder register. The list of shareholders entitled to attend the General Meeting of Shareholders must 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 stipulates a shorter period.

2. The list of shareholders entitled to attend the General Meeting of Shareholders must include the full name, contact address, nationality, and legal document number of individual shareholders; the name, business registration number or legal document number of organizational shareholders, and the head office address of organizational shareholders; the number of shares of each type, and the registration number and date of each shareholder.

3. Shareholders have the right to check, search, extract, and copy the names and contact addresses of shareholders in the list of shareholders entitled to attend the General Meeting of Shareholders; and to request correction of inaccurate information or addition of necessary information about themselves in the list of shareholders entitled to attend the General Meeting of Shareholders. Company managers must promptly provide information in the shareholder register, correct and supplement inaccurate information as requested by shareholders; and are liable for compensation for damages arising from failure to provide or providing untimely or inaccurate information in the shareholder register as requested. The procedures for requesting information in the shareholder register shall be carried out in accordance with the company's charter.

Article 142. Agenda and content of the General Meeting of Shareholders

1. The person convening the General Meeting of Shareholders must prepare the agenda and content of the meeting.

2. Shareholders or groups of shareholders as stipulated 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. Proposals must be in writing and sent to the company no later than 03 working days before the opening date, unless the company's charter stipulates a different deadline. The proposal must clearly state the name of the shareholder, the number of each type of share held by the shareholder, and the issue proposed for inclusion in the agenda.

3. If the person convening the General Meeting of Shareholders refuses a proposal as stipulated in Clause 2 of this Article, they must respond in writing and state the reasons no later than two working days before the opening of the General Meeting of Shareholders. The person convening the General Meeting of Shareholders may only refuse a proposal if it falls under one of the following cases:

a) The petition was submitted in violation of the provisions of Clause 2 of this Article;

b) The proposed issue does not fall within the decision-making authority of the General Meeting of Shareholders;

c) Other cases as stipulated 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 proposed agenda and content of the meeting, except as provided in Clause 3 of this Article; the proposal shall be 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 person convening the General Meeting of Shareholders must send a notice of meeting to all shareholders on the list of shareholders entitled to attend the meeting at least 21 days before the opening date, unless the company's charter stipulates a longer period. The notice of meeting must include the name, registered office address, and business registration number of the shareholder; the name and contact address of the shareholder; the time and place of the meeting; and other requirements for attendees.

2. Meeting notices shall be sent by a method that ensures they reach the shareholders' contact addresses and posted on the company's website; if the company deems it necessary, it may publish notices in central or local daily newspapers as stipulated in the company's charter.

3. The meeting invitation must be accompanied by the following documents:

a) The meeting agenda, the documents to be used in the meeting, and the draft resolutions for each item on the agenda;

b) Voting slip.

4. If the company has a website, sending meeting documents along with the meeting invitation notice as stipulated in Clause 3 of this Article may be replaced by posting them on the company's website. In this case, the meeting invitation notice must clearly state where and how to download 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 attend meetings in person, authorize one or more other individuals or organizations in writing to attend, or attend through one of the forms specified in Clause 3 of this Article.

2. Authorization for individuals or organizations to represent shareholders at the General Meeting of Shareholders must be in writing. The authorization document must be prepared in accordance with the provisions of civil law and must clearly state the name of the authorized individual or organization and the number of shares authorized. Individuals or organizations 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. Shareholders are considered to have attended and voted at the General Meeting of Shareholders in the following cases:

a) Attend and vote directly at the meeting;

b) Authorize other individuals or organizations to attend and vote at the meeting;

c) Attend and vote via online conference, electronic voting, or other electronic means;

d) Send the voting ballot to the meeting via mail, fax, or email;

d) Submitting voting ballots by other means as prescribed in the company's charter.

Article 145. Conditions for holding a General Meeting of Shareholders

1. A General Meeting of Shareholders is convened when the number of shareholders in attendance represents more than 50% of the total voting rights; the specific percentage is stipulated in the company's charter.

2. If the first meeting fails to meet the quorum requirements as stipulated in Clause 1 of this Article, a notice inviting shareholders to a second meeting must be sent within 30 days of the scheduled date of the first meeting, unless otherwise stipulated in the company's charter. The second General Meeting of Shareholders shall be held when the number of shareholders attending represents 33% or more of the total voting shares; the specific percentage is stipulated in the company's charter.

3. If the second meeting fails to meet the quorum requirements as stipulated in Clause 2 of this Article, a notice of the third meeting must be sent within 20 days from the date of the planned second meeting, unless otherwise stipulated in the company's charter. The third General Meeting of Shareholders shall be held regardless of the total number of votes cast by the shareholders present.

4. Only the General Meeting of Shareholders has the right to decide on changes to the meeting agenda sent with the notice of meeting as stipulated in Article 142 of this Law.

Article 146. Procedures for conducting meetings and voting at the General Meeting of Shareholders

Unless otherwise stipulated in the company's charter, the procedures for holding and voting at the General Meeting of Shareholders shall be as follows:

1. Before the meeting commences, shareholders must register to attend the General Meeting of Shareholders;

2. The election of the chairperson, secretary, and vote counting committee is regulated as follows:

a) The Chairman of the Board of Directors shall preside over or authorize another member of the Board of Directors to preside over the General Meeting of Shareholders convened by the Board of Directors; in the event of the Chairman's absence or temporary incapacity, the remaining members of the Board of Directors shall elect one of them to preside over the meeting by majority vote; if no one can be elected to preside, the Head of the Supervisory Board shall direct the General Meeting of Shareholders to elect a presiding officer, and the person with the highest number of votes shall preside over the meeting;

b) Except as provided in point a of this clause, the signatory convening the General Meeting of Shareholders shall preside over the meeting so that the General Meeting of Shareholders can elect the chairman of the meeting, and the person with the highest number of votes shall be the chairman of the meeting;

c) The chairperson appoints one or more people to act as meeting secretaries;

d) The General Meeting of Shareholders shall elect one or more persons to the vote counting committee upon the recommendation of the meeting chairman;

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 allocated for each item on the agenda;

4. The chairperson 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 attendees;

5. The General Meeting of Shareholders shall discuss and vote on each item on the agenda. Voting shall be conducted by vote of approval, disapproval, and abstention. The results of the vote shall be announced by the presiding officer immediately before the closing of the meeting, unless otherwise stipulated in the company's charter;

6. Shareholders or their authorized representatives who arrive after the meeting has commenced may still register and have the right to vote immediately after registration; in this case, the validity of any previously voted-on items remains unchanged;

7. The person convening or presiding over the General Meeting of Shareholders has the following rights:

a) Require all meeting attendees to undergo security checks or other lawful and reasonable security measures;

b) Request the competent authority to maintain order at the meeting; expel those who do not comply with the chairman's authority, intentionally disrupt order, hinder the normal progress of the meeting, or fail to comply with security checks from the General Meeting of Shareholders;

8. The chairperson has the right to postpone a General Meeting of Shareholders that has reached the maximum number of registered attendees for no more than 03 working days from the scheduled opening date, and may only postpone or change the meeting location in the following cases:

a) The meeting venue does not have enough convenient seating for all attendees;

b) The communication facilities at the meeting venue do not ensure that shareholders attending the meeting can participate in discussions and vote;

c) Some attendees obstruct or disrupt the meeting, potentially preventing it from being conducted fairly and lawfully;

9. If the chairperson postpones or suspends the General Meeting of Shareholders in violation of the provisions of 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 adopted at that meeting shall be effective and enforceable.

Article 147. Forms of adopting resolutions of the General Meeting of Shareholders

1. The General Meeting of Shareholders adopts resolutions within its authority by voting at the meeting or by obtaining opinions in writing.

2. Unless otherwise stipulated in the company's charter, resolutions of the General Meeting of Shareholders on the following matters must be adopted by voting at the General Meeting of Shareholders:

a) Amend and supplement the content of the company's charter;

b) Company development orientation;

c) The type of shares and the total number of shares of each type;

d) Electing, dismissing, and removing members of the Board of Directors and the Supervisory Board;

d) Decisions 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 statement, unless the company's charter stipulates a different percentage or value;

e) Through annual financial reports;

g) Reorganizing or dissolving the company.

Article 148. Conditions for the adoption of a resolution by the General Meeting of Shareholders

1. Resolutions on the following matters shall be adopted if approved by shareholders representing 65% or more of the total voting rights of all shareholders present at the meeting, except as provided in Clauses 3, 4, and 6 of this Article; the specific percentage shall be stipulated in the company's charter:

a) The type of shares and the total number of shares of each type;

b) Changes in industry, occupation, and business sector;

c) Changes to the company's organizational and management structure;

d) Investment projects or asset sales with a value of 35% or more of the total asset value recorded in the company's most recent financial statement, unless the company's charter stipulates a different percentage or value;

d) Reorganizing or dissolving the company;

e) Other matters as stipulated in the company's charter.

2. Resolutions are adopted when approved by shareholders holding more than 50% of the total voting rights of all shareholders present at the meeting, except as provided in Clauses 1, 3, 4, and 6 of this Article; the specific percentage is stipulated in the company's charter.

3. Unless otherwise stipulated in the company's charter, voting for members of the Board of Directors and the Supervisory Board must be conducted using 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 shareholders have the right to allocate all or part of their total votes to one or more candidates. The elected members of the Board of Directors or the Supervisory Board are determined by the number of votes received, from highest to lowest, starting with the candidate with the highest number of votes until the number of members stipulated in the company's charter is reached. If two or more candidates receive the same number of votes for the last member of the Board of Directors or the Supervisory Board, a re-election will be held among those candidates or a selection will be made according to the criteria stipulated in the election regulations or the company's charter.

4. In cases where a resolution is adopted through written consultation, the General Meeting of Shareholders' resolution is considered adopted if it is approved by shareholders holding more than 50% of the total voting rights of all shareholders entitled to vote; the specific percentage is stipulated in the company's charter.

5. Resolutions of the General Meeting of Shareholders must be notified to shareholders entitled to attend the General Meeting of Shareholders within 15 days from the date of adoption; if the company has a website, sending the resolution may be replaced by posting it on the company's website.

6. A resolution of the General Meeting of Shareholders concerning matters that adversely affect the rights and obligations of shareholders holding preferred shares shall only be adopted if it is approved by preferred shareholders of the same class present at the meeting who own 75% or more of the total number of preferred shares of that class, or if it is approved by preferred shareholders of the same class who own 75% or more of the total number of preferred shares of that class in the case of adopting a resolution by written ballot.

Article 149. Authority and procedures for obtaining shareholder opinions in writing to adopt resolutions of the General Meeting of Shareholders.

Unless otherwise stipulated in the company's charter, the authority and procedures for obtaining shareholder opinions in writing to pass resolutions of the General Meeting of Shareholders shall be carried out in accordance with the following provisions:

1. The Board of Directors has the right to solicit shareholder opinions in writing to pass resolutions of the General Meeting of Shareholders when deemed necessary for the benefit of the company, except as provided in Clause 2, Article 147 of this Law;

2. The Board of Directors shall prepare the ballot, the draft resolution of the General Meeting of Shareholders, and the explanatory documents for the draft resolution, and send them to all shareholders with voting rights no later than 10 days before the deadline for returning the ballot, unless the company's charter stipulates a longer period. The preparation of the list of shareholders to whom ballots are to be sent shall comply with the provisions of Clauses 1 and 2 of Article 141 of this Law. The requirements and methods for sending ballots and accompanying documents shall comply with the provisions of Article 143 of this Law;

3. The feedback form must include the following key information:

a) Name, address of head office, business registration number;

b) Purpose of soliciting opinions;

c) Full name, contact address, nationality, and legal document number of the individual shareholder; name, business registration number or legal document number of the organization, and head office address of the organization shareholder; or full name, contact address, nationality, and legal document number of the representative of the organization shareholder; number of shares of each class and voting rights of the shareholder;

d) Issues requiring consultation before approval;

d) Voting options include: approve, disapprove, and abstain.

e) Deadline for returning the answered feedback form to the company;

g) Full name and signature of the Chairman of the Board of Directors;

4. Shareholders may submit their completed opinion ballots to the company by mail, fax, or email in accordance with the following regulations:

a) In the case of mailing, the answered opinion ballot must be signed by the individual shareholder, the authorized representative, or the legal representative of the organizational shareholder. The opinion ballot sent to the company must be enclosed in a sealed envelope, and no one is allowed to open it before the ballots are counted;

b) In the case of sending ballots by fax or email, the ballots sent to the company must be kept confidential until the time of counting the votes;

c) Opinion ballots sent to the company after the deadline specified in the ballot content, or that have been opened in the case of mail submissions or disclosed in the case of fax or email submissions, are invalid. Unsent ballots are considered non-voting ballots;

5. The Board of Directors shall organize the vote counting and prepare a vote counting report under the witness and supervision of the Supervisory Board or shareholders who do not hold management positions in the company. The vote counting report must include the following main contents:

a) Name, address of head office, business registration number;

b) The purpose and issues requiring consultation for the resolution to be adopted;

c) The number of shareholders and the total number of votes cast, distinguishing between valid and invalid votes, and the method of submitting the ballots, 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 issue that was approved and the corresponding percentage of votes in favor;

e) Full name and signature of the Chairman of the Board of Directors, the vote counting supervisor, and the vote counter.

Board members, vote counters, and vote supervisors shall be jointly liable for the integrity and accuracy of the vote count record; and jointly liable for any damages arising from decisions made due to dishonest or inaccurate vote counting.

6. The vote count minutes and resolutions must be sent to shareholders within 15 days of the completion of the vote count. If the company has a website, sending the vote count minutes and resolutions may be replaced by posting them on the company's website;

7. The completed survey forms, vote counting records, adopted resolutions, and related documents accompanying the survey forms are kept at the company's head office;

8. Resolutions adopted through written shareholder consultations have the same validity as resolutions adopted at a General Meeting of Shareholders.

Article 150. Minutes of the General Meeting of Shareholders

1. Shareholders' General Meetings must be recorded in minutes and may also be audio-recorded or recorded and stored in other electronic forms. The minutes must be in Vietnamese, and may also be in a foreign language, and must include the following main contents:

a) Name, address of head office, business registration number;

b) Time and location of the General Meeting of Shareholders;

c) Meeting agenda and content;

d) Full names of the chairperson and secretary;

d) Summarize the proceedings of the meeting and the opinions expressed at the General Shareholders' Meeting on each item on the meeting agenda;

e) The number of shareholders and the total number of voting rights of shareholders attending the meeting, an appendix listing registered shareholders, and shareholder representatives attending the meeting with their respective shareholdings and voting rights;

g) The total number of votes cast for each voting issue, specifying the voting method, the total number of valid, invalid, affirmative, and abstention votes; and the corresponding percentage of the total votes cast by shareholders present at the meeting;

h) Issues that were approved and the corresponding percentage of votes in favor;

i) Full name and signature of the chairperson and secretary.

If the chairperson or secretary refuses to sign the meeting minutes, these minutes shall be valid only if signed by all other members of the Board of Directors present at the meeting and contain all the information as stipulated in this clause. The meeting minutes shall clearly state the reason why the chairperson or secretary refused to sign the minutes.

2. The minutes of the General Shareholders' Meeting must be completed and approved before the meeting concludes.

3. The meeting chair and secretary, or any other person who signs the meeting minutes, shall be jointly responsible for the truthfulness and accuracy of the minutes' contents.

4. Minutes drawn up in Vietnamese and in a foreign language have equal legal validity. In case of discrepancies in content between the minutes in Vietnamese and the minutes in a foreign language, the content in the Vietnamese version shall prevail.

5. The minutes of the General Meeting of Shareholders must be sent to all shareholders within 15 days from the date the meeting concludes; sending the vote counting minutes may be replaced by posting them on the company's website.

6. Minutes of the General Meeting of Shareholders, appendix listing registered shareholders, adopted resolutions, and related documents attached to the meeting invitation notice must be kept at the company's head office.

Article 151. Request for annulment of a Shareholders' General Meeting resolution

Within 90 days from the date of receiving the resolution or minutes of the General Meeting of Shareholders or the minutes of the vote count results of the General Meeting of Shareholders, the shareholder or group of shareholders specified in Clause 2, Article 115 of this Law has the right to request the Court or Arbitration to review and annul the resolution or part of the content of the resolution of the General Meeting of Shareholders in the following cases:

1. The procedures for convening meetings and making decisions of the General Meeting of Shareholders seriously violate the provisions of this Law and the company's charter, except as provided in Clause 2, Article 152 of this Law;

2. The resolution's content violates the law or the company's charter.

Article 152. Validity of resolutions of the General Meeting of Shareholders

1. Resolutions of the General Meeting of Shareholders take effect from the date of their adoption or from the effective date specified in the resolution.

2. A resolution passed by 100% of the total voting shares of the General Meeting of Shareholders is legal and effective even if the procedures for convening the meeting and passing the resolution violate the provisions of this Law and the company's charter.

3. In the event that a shareholder or group of shareholders requests the Court or Arbitration Tribunal to annul a resolution of the General Meeting of Shareholders as stipulated in Article 151 of this Law, that resolution shall remain in effect until the decision of the Court or Arbitration Tribunal takes effect, except in cases where interim measures are applied by a competent authority.

Article 153. Board of Directors

1. The Board of Directors is the governing body of the company, having full authority to act on behalf of the company to decide and exercise the rights and obligations of the company, except for those rights and obligations that fall under the authority of the General Meeting of Shareholders.

2. The Board of Directors has the following rights and obligations:

a) Deciding on the company's strategic plan, medium-term development plan, and annual business plan;

b) Propose the types of shares and the total number of shares authorized for sale for each type;

c) Decisions to sell unsold shares within the permitted number of shares for each class; decisions to raise additional capital through other means;

d) Deciding on the selling price of the company's shares and bonds;

d) Decisions to repurchase shares as prescribed in Clauses 1 and 2 of Article 133 of this Law;

e) Deciding on investment options and investment projects within the authority and limits prescribed by law;

g) Deciding on solutions for market development, marketing, and technology;

h) Through purchase, sale, loan, lending contracts and other contracts and transactions with a value of 35% or more of the total asset value recorded in the company's most recent financial statement, except where the company's charter stipulates a different percentage or value and contracts and transactions fall under the authority of the General Meeting of Shareholders as prescribed in point d, clause 2, Article 138, clauses 1 and 3, Article 167 of this Law;

i) Electing, dismissing, and removing the Chairman of the Board of Directors; appointing, dismissing, signing contracts with, and terminating contracts with the Director or General Director and other key managers as stipulated in the company's charter; deciding on the salaries, remuneration, bonuses, and other benefits of those managers; appointing authorized representatives to participate in the Board of Members or General Meeting of Shareholders in other companies, and deciding on the remuneration and other benefits of those representatives;

k) Supervising and directing the Director or General Director and other managers in the daily operation of the company's business;

l) Deciding on the organizational structure and internal management regulations of the company, deciding on the establishment of subsidiaries, branches, representative offices, and the contribution of capital or purchase of shares in other enterprises;

m) Reviewing the agenda and content of documents for the General Meeting of Shareholders, convening the General Meeting of Shareholders, or soliciting opinions for the General Meeting of Shareholders to pass resolutions;

n) Submit the annual financial report to the General Meeting of Shareholders;

o) Propose the dividend rate to be paid; decide on the timeframe and procedures for paying dividends or handling losses incurred during business operations;

p) Proposing the reorganization or dissolution of the company; requesting the company's bankruptcy;

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

3. The Board of Directors adopts resolutions and decisions by voting at meetings, obtaining opinions in writing, or through other forms as stipulated in the company's charter. Each member of the Board of Directors has one vote.

4. In cases where a resolution or decision passed by the Board of Directors is contrary to the law, a resolution of the General Meeting of Shareholders, or the company's charter, and causes damage to the company, the members who approved the resolution or decision shall be jointly and severally liable for the individual consequences and must compensate the company for the damages; members who opposed the resolution or decision shall be exempt from liability. In this case, the company's shareholders have the right to request the Court to suspend or annul the 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 for a member of the Board of Directors shall not exceed 05 years and they 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 02 consecutive terms.

3. If all members of the Board of Directors complete their terms at the same time, those members shall continue to be members of the Board of Directors until new members are elected to replace them and take over the work, unless otherwise stipulated in the company's charter.

4. The company's charter specifies the number, rights, obligations, organization, and coordination of activities of the independent members of the Board of Directors.

Article 155. Organizational structure, standards and conditions for membership of the Board of Directors

1. Members of the Board of Directors must meet the following standards and conditions:

a) Not subject to the provisions of Clause 2, Article 17 of this Law;

b) Possess professional qualifications and experience in business administration or in the company's field, industry, or profession, and are not necessarily shareholders of the company, unless otherwise stipulated in the company's charter;

c) A member of the company's board of directors may also be a member of the board of directors of another company;

d) For state-owned enterprises as stipulated in point b, clause 1, Article 88 of this Law, and subsidiaries of state-owned enterprises as stipulated in clause 1, Article 88 of this Law, members of the Board of Directors shall not be related to the Director, General Director, and other managers of the company; or to the managers or persons authorized to appoint managers of the parent company.

2. Unless otherwise provided by securities law, independent members of the Board of Directors as stipulated in point b, clause 1, Article 137 of this Law must meet the following standards and conditions:

a) Not currently employed by the company, its parent company, or its subsidiary; not previously employed by the company, its parent company, or its subsidiary for at least the three consecutive years prior to the application;

b) Not a person currently receiving a salary or remuneration from the company, except for allowances that members of the Board of Directors are entitled to according to regulations;

c) Not being a person whose spouse, biological father, adoptive father, biological mother, adoptive mother, biological child, adopted child, biological brother, biological sister, or biological sibling is a major shareholder of the company; or is a manager of the company or its subsidiary;

d) Not being a person who directly or indirectly owns at least 01% of the total voting shares of the company;

(d) Not a person who has previously served as a member of the Board of Directors or Supervisory Board of the company for at least 05 consecutive years prior to the appointment, except in the case of being appointed for two consecutive terms.

3. An independent member of the Board of Directors must notify the Board of Directors that they no longer meet the standards and conditions stipulated in Clause 2 of this Article and will automatically cease to be an independent member of the Board of Directors from the date they no longer meet the standards and conditions. The Board of Directors must notify the Board of Directors of the case where an independent member of the Board of Directors no longer meets the standards and conditions at the next General Meeting of Shareholders or convene a General Meeting of Shareholders to elect a replacement or additional independent member of the Board of Directors within 06 months from the date of receiving the notification from the relevant independent member of the Board of Directors.

Article 156. Chairman of the Board of Directors

1. The Chairman of the Board of Directors is elected, dismissed, or removed from office by the Board of Directors from among its members.

2. The Chairman of the Board of Directors of a public company or joint-stock company as stipulated in point b, clause 1, Article 88 of this Law shall not concurrently hold the position of Director or General Director.

3. The Chairman of the Board of Directors has the following rights and obligations:

a) Develop the program and plan of activities for the Board of Directors;

b) Prepare the agenda, content, and documents for the meeting; convene, preside over, and chair the Board of Directors meeting;

c) Organizing the adoption of resolutions and decisions by the Board of Directors;

d) Monitoring the implementation of resolutions and decisions of the Board of Directors;

(d) Presiding over the General Meeting of Shareholders;

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

4. In the absence of the Chairman of the Board of Directors or inability to perform his/her duties, he/she must authorize another member in writing 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. If there is no authorized person, or if the Chairman of the Board of Directors dies, goes missing, is detained, is serving a prison sentence, is undergoing administrative sanctions at a compulsory rehabilitation center or compulsory education facility, has absconded from his/her residence, is incapacitated or lacks civil capacity, has difficulties in understanding or controlling his/her actions, or is prohibited by the Court from holding office, practicing a profession, or performing a specific job, then the remaining members shall elect one of them to hold the position of Chairman of the Board of Directors by a majority vote until a new decision is made by the Board of Directors.

5. When deemed necessary, the Board of Directors shall appoint a company secretary. The company secretary shall have the following rights and obligations:

a) Assisting in organizing and convening General Meetings of Shareholders and Board of Directors; recording meeting minutes;

b) To assist 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 legitimate rights and interests of shareholders; ensuring compliance with information provision obligations, information disclosure, and administrative procedures;

d) Other rights and obligations as stipulated in the company's charter.

Article 157. Meetings of the Board of Directors

1. The Chairman of the Board of Directors shall be elected at the first meeting of the Board of Directors within 7 working days from the date of the conclusion of the election of that Board of Directors. This meeting shall be convened and chaired by the member with the highest number of votes or the highest percentage of votes. In the event that more than one member has the highest number of votes or the same percentage of votes, the members shall elect by majority vote to choose one of them to convene the meeting of the Board of Directors.

2. The Board of Directors meets at least once every quarter and may hold extraordinary meetings.

3. The Chairman of the Board of Directors shall convene a meeting of the Board of Directors in the following cases:

a) Upon the recommendation of the Supervisory Board or an independent member of the Board of Directors;

b) Based on a proposal from the Director or General Director or at least 05 other managers;

c) A proposal must be submitted by at least two members of the Board of Directors;

d) Other cases as stipulated in the company's charter.

4. Proposals stipulated in Clause 3 of this Article must be in writing, clearly stating the purpose, the issues to be discussed, and the authority of the Board of Directors in making decisions.

5. The Chairman of the Board of Directors must convene a meeting of the Board of Directors within 07 working days from the date of receiving the request as stipulated in Clause 3 of this Article. If the Chairman of the Board of Directors fails to convene a meeting as requested, he/she shall be liable for any damages incurred by the company; the person making the request has the right to replace the Chairman of the Board of Directors in convening the meeting.

6. The Chairman of the Board of Directors or the person convening the Board meeting must send a notice of meeting at least 03 working days before the meeting date, unless otherwise stipulated in the company's charter. The notice of meeting must specify the time and place of the meeting, the agenda, and the issues to be discussed and decided. The notice of meeting must be accompanied by the documents to be used at the meeting and the voting ballots of the members.

Notices inviting members to the Board of Directors meeting may be sent by invitation, telephone, fax, electronic means, or other methods as stipulated in the company's charter, ensuring that they 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 person convening the meeting shall send the notice of meeting and accompanying documents to the Supervisors as is done with the members of the Board of Directors.

Auditors have the right to attend Board of Directors meetings; they have the right to participate in discussions but not to vote.

8. A Board of Directors meeting shall be held when at least three-quarters of the total number of members are present. If the meeting convened in accordance with this clause does not have the required number of members present, a second meeting shall be convened within 07 days from the date of the first scheduled meeting, unless 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 are present.

9. A member of the Board of Directors shall be deemed to have attended and voted at the meeting in the following circumstances:

a) Attend and vote directly at the meeting;

b) Authorize another person to attend the meeting and vote as prescribed in Clause 11 of this Article;

c) Attend and vote via online conference, electronic voting, or other electronic means;

d) Send the ballot to the meeting via mail, fax, or email;

d) Submitting voting ballots by other means as prescribed in the company's charter.

10. In the case of sending ballots to the meeting by mail, the ballots must be enclosed in a sealed envelope and delivered to the Chairman of the Board of Directors no later than one hour before the meeting begins. The ballots may only be opened in the presence of all attendees.

11. Members must attend all Board of Directors meetings. Members may authorize another person to attend meetings and vote on their behalf if approved by a majority of the Board of Directors members.

12. Unless otherwise stipulated in the company's charter, resolutions and decisions of the Board of Directors shall be adopted if approved by a majority of the members present at the meeting; in case of a tie, the final decision shall rest with the side whose opinion is supported by the Chairman of the Board of Directors.

Article 158. Minutes of the Board of Directors Meeting

1. Board of Directors meetings must be recorded in minutes and may also be audio-recorded, recorded, and stored electronically. Minutes must be in Vietnamese and may also be in a foreign language, including the following main contents:

a) Name, address of head office, business registration number;

b) Time and place of the meeting;

c) Purpose, agenda, and content of the meeting;

d) The full names of each member attending the meeting or their authorized representatives, and the manner of attendance; the full names of members absent from the meeting and the reasons for absence;

d) Issues discussed and voted on at the meeting;

e) Summarize the statements made by each meeting participant in chronological order of the meeting's proceedings;

g) The voting results clearly indicate which members approved, disapproved, and abstained;

h) The issue that was approved and the corresponding percentage of votes in favor;

i) Full name and signature of the presiding officer and the person recording the minutes, except as provided in Clause 2 of this Article.

2. In cases where the chairperson or the person recording the minutes refuses to sign the meeting minutes, but if all other members of the Board of Directors present at the meeting sign and the minutes contain all the information as stipulated in points a, b, c, d, e, g, and h of Clause 1 of this Article, then these minutes shall be valid.

3. The chairperson, the person recording the minutes, and those signing the minutes are responsible for the truthfulness and accuracy of the content of the Board of Directors meeting minutes.

4. Minutes of Board of Directors meetings and documents used in the meetings must be kept at the company's head office.

5. Minutes drawn up in Vietnamese and in a foreign language have equal legal validity. In case of discrepancies in content between the Vietnamese and foreign language minutes, the content in the Vietnamese minutes shall prevail.

Article 159. Right of Board of Directors members to access information

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 on the financial situation and business operations of the company and its units.

2. Managers are required to provide timely, complete, and accurate information and documents as requested by members of the Board of Directors. The procedures for requesting and providing information are stipulated in the company's charter.

Article 160. Dismissal, removal, replacement and appointment of members of the Board of Directors

1. The General Meeting of Shareholders may dismiss a member of the Board of Directors in the following cases:

a) Not meeting the qualifications and conditions stipulated in Article 155 of this Law;

b) A resignation letter has been submitted and accepted;

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

2. The General Meeting of Shareholders may dismiss a member of the Board of Directors in the following cases:

a) Not participating in the activities of the Board of Directors for 06 consecutive months, except in cases of force majeure;

b) Other cases as stipulated in the company's charter.

3. When deemed necessary, the General Meeting of Shareholders shall decide to replace members of the Board of Directors; dismiss or remove members of the Board of Directors except in the cases stipulated in Clauses 1 and 2 of this Article.

4. The Board of Directors must convene a General Meeting of Shareholders to elect additional members to the Board of Directors in the following cases:

a) The number of Board of Directors members is reduced by more than one-third compared to the number stipulated in the company's 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 is reduced, failing to meet the ratio stipulated in point b, clause 1, Article 137 of this Law;

c) Except as provided in points a and b of this clause, the General Meeting of Shareholders shall elect new members to replace members of the Board of Directors who have been dismissed or removed from office 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 shall have two or more members. The Chairman of the Audit Committee must be an independent member of the Board of Directors. The other members of the Audit Committee must be non-executive members of the Board of Directors.

2. The Audit Committee makes decisions by voting at meetings, by written consultation, or by other means as stipulated in the company's charter or the Audit Committee's operating regulations. Each member of the Audit Committee has one vote. Unless the company's charter or the Audit Committee's operating regulations stipulate a higher percentage, a decision of the Audit Committee is adopted if it is approved by a majority of the members present at the meeting; in case of a tie, the final decision rests with the side whose opinion is supported by the Chairman of the Audit Committee.

3. The audit committee has the following rights and obligations:

a) Monitoring the accuracy of the company's financial reports and official disclosures related to the company's financial results;

b) Review the internal control and risk management systems;

c) Review transactions with related parties that fall under the approval authority of the Board of Directors or the General Meeting of Shareholders and make recommendations on transactions requiring approval from the Board of Directors or the General Meeting of Shareholders;

d) Supervising the company's internal audit department;

d) Propose an independent auditing firm, the fee level, and related terms in the contract with the auditing firm for approval by the Board of Directors before submitting it to the Annual General Meeting of Shareholders for approval;

e) Monitoring and evaluating the independence and objectivity of the auditing firm and the effectiveness of the audit process, especially in cases where the company uses non-audit services from the auditing firm;

g) Monitoring to ensure the company complies with legal regulations, regulatory requirements, and other internal company regulations.

Article 162. Director, General Director of the company

1. The Board of Directors appoints a member of the Board of Directors or hires another person to serve as Director or General Manager.

2. The Director or General Director is responsible for managing the company's day-to-day business operations; is subject to the supervision of the Board of Directors; and is accountable to the Board of Directors and to the law for the exercise of assigned rights and obligations.

The term of office for a Director or General Director shall not exceed 05 years and they may be reappointed for an unlimited number of terms.

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

a) Deciding on matters related to the company's day-to-day business operations that do not fall within the authority of the Board of Directors;

b) To organize the implementation of resolutions and decisions of the Board of Directors;

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

d) Propose organizational structure and internal management regulations for the company;

d) Appointing, dismissing, and removing management positions within the company, except for positions under the authority of the Board of Directors;

e) Deciding on salaries and other benefits for employees in the company, including managers appointed by the Director or General Director;

g) Recruitment of employees;

h) Propose a plan for paying dividends or handling business losses;

i) Other rights and obligations as prescribed by law, the company's charter, and resolutions and decisions of the Board of Directors.

4. The Director or General Director must manage the company's daily business operations in accordance with the law, the company's charter, the employment contract signed with the company, and the resolutions and decisions of the Board of Directors. If the management is contrary to the provisions of this clause and causes damage to the company, the Director or General Director shall be held legally responsible and must compensate the company for the damages.

5. For public companies, state-owned enterprises as defined in point b, clause 1, Article 88 of this Law, and subsidiaries of state-owned enterprises as defined in clause 1, Article 88 of this Law, the Director or General Director must meet the following standards and conditions:

a) Not subject to the provisions of Clause 2, Article 17 of this Law;

b) They must not be related to the business manager, the company's auditor, or the parent company; the representative of state capital, or the representative of the enterprise's capital in the company or the parent company;

c) Possess professional qualifications and experience in company business management.

Article 163. Salaries, remuneration, bonuses and other benefits of members of the Board of Directors, Directors, and General Directors

1. The company has the right to pay remuneration and bonuses to members of the Board of Directors, and to pay salaries and bonuses to the Director or General Director and other managers based on business results and performance.

2. Unless otherwise stipulated in the company's charter, the salaries, remuneration, bonuses, and other benefits of members of the Board of Directors, the Director, or the General Director 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 rate. The Board of Directors determines the remuneration for each member by mutual agreement. The total amount of remuneration and bonuses for the Board of Directors is decided by the General Meeting of Shareholders at the annual meeting;

b) Members of the Board of Directors shall be reimbursed for food, accommodation, travel, and other reasonable expenses when performing their assigned duties;

c) The Director or General Director is paid a salary and bonuses. The salary and bonuses of the Director or General Director are determined by the Board of Directors.

3. The remuneration of each member of the Board of Directors, the salaries of the Director or General Director and other managers are included in the company's business expenses in accordance with the law on corporate income tax, are shown 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 interests

Unless otherwise stipulated in the company's charter, the disclosure of the company's interests and related parties shall be governed by the following regulations:

1. The company must compile and update a list of its related parties as prescribed in 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 Managers, and other managers of the company must declare to the company their related interests, including:

a) Name, business registration number, head office address, business sector and activities of the enterprise in which they own or have a stake or shareholding; percentage and time of ownership of that stake or shareholding;

b) The name, business registration number, head office address, and business lines of the enterprise in which their related parties own, co-own, or individually own more than 10% of the charter capital;

3. The declarations stipulated in Clause 2 of this Article must be made within 07 working days from the date the relevant benefit arises; any amendments or additions must be notified to the company within 07 working days from the date of the corresponding amendments or additions;

4. The retention, disclosure, review, extraction, and copying of the list of related parties and related interests declared in Clauses 1 and 2 of this Article shall be carried out as follows:

a) The company must notify the General Meeting of Shareholders at its annual meeting of the list of related parties and related interests;

b) A list of related parties and related interests is kept at the company's head office; if necessary, part or all of the contents of the aforementioned list may be kept at the company's branches;

c) Shareholders, authorized representatives of shareholders, members of the Board of Directors, Supervisory Board, Director or General Director, and other managers have the right to review, extract, and copy part or all of the contents of the declaration;

d) The company must facilitate the access, review, extraction, and copying of the list of related parties and related interests for the persons specified in point c of this clause as quickly and conveniently as possible; it must not prevent or hinder them from exercising this right. The procedures for reviewing, extracting, and copying the content of the declaration of related parties and related interests shall be carried out in accordance with the company's charter;

5. Members of the Board of Directors, Directors, or General Managers, acting in their own name or on behalf of others, to perform any work in any form within the scope of the company's business must explain the nature and content of such work to the Board of Directors and the Supervisory Board, and may only perform such work with the approval of a majority of the remaining members of the Board of Directors; if they perform such work without reporting it or without the approval of the Board of Directors, all income derived from such activity shall belong to the company.

Article 165. Responsibilities of company managers

1. Members of the Board of Directors, Directors or General Managers, and other managers have the following responsibilities:

a) To exercise the rights and fulfill the obligations assigned in accordance with this Law, other relevant laws, the company's charter, and resolutions of the General Meeting of Shareholders;

b) To exercise the assigned rights and obligations honestly, carefully, and to the best of their ability in order to ensure the maximum legitimate interests of the company;

c) To be loyal to the interests of the company and its shareholders; not to abuse one's position, title, or use the company's information, know-how, business opportunities, or other assets for personal gain or to serve the interests of other organizations or individuals;

d) Timely, complete, and accurate notification to the company regarding the provisions of 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, Directors or General Managers, and other managers who violate the provisions of Clause 1 of this Article shall be held personally or jointly liable to compensate for lost benefits, return received benefits, and fully indemnify the company and third parties for all damages.

Article 166. Right to sue members of the Board of Directors, Directors, and General Managers

1. Shareholders, or groups of shareholders owning at least 01% of the total number of common shares, have the right to independently or on behalf of the company initiate legal action against members of the Board of Directors, the Director, or the General Director to claim reimbursement of benefits or compensation for damages to the company or others in the following cases:

a) Violation of the responsibilities of company managers as stipulated in Article 165 of this Law;

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

c) Abusing one's position, authority, and using information, know-how, business opportunities, and 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 shall be carried out in accordance with the provisions of the law on civil procedure. In cases where a shareholder or group of shareholders files a lawsuit on behalf of the company, the costs of filing a lawsuit shall be included in the company's expenses, except in cases where the lawsuit is dismissed.

3. Shareholders or groups of shareholders as stipulated in this Article have the right to review, search for, and extract necessary information as determined by the Court or Arbitration body before or during the litigation 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 approves 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 number of common shares of the company, and their related parties;

b) Members of the Board of Directors, Directors or General Managers and their related parties;

c) Enterprises where members of the Board of Directors, Supervisors, Directors or General Directors, and other managers of the company are required to declare their assets as stipulated in Clause 2, Article 164 of this Law.

2. The Board of Directors approves contracts and transactions in accordance with Clause 1 of this Article and with a value less than 35% of the total value of the enterprise's assets as recorded in the most recent financial statement, or another smaller percentage or value as stipulated in the company's charter. In this case, the company representative signing the contract or transaction must notify the members of the Board of Directors and the Supervisory Board about the parties involved in that contract or transaction and send a draft contract or the main contents 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 notification, unless the company's charter stipulates a different period; members of the Board of Directors with an interest 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 and other transactions other than those stipulated in Clause 2 of this Article;

b) Contracts, loan transactions, or asset sales transactions with a value exceeding 10% of the total asset value of the enterprise as recorded in the most recent financial statement between the company and shareholders owning 51% or more of the total voting shares or related parties of those shareholders.

4. In cases where a contract or transaction is approved as stipulated in Clause 3 of this Article, the company representative signing the contract or transaction must notify the Board of Directors and the Supervisory Board of the parties involved in that contract or transaction and submit a draft contract or notification of the main contents of the transaction. The Board of Directors shall present the draft contract or transaction or an explanation of the main contents of the contract or transaction at the General Meeting of Shareholders or obtain shareholder opinions in writing. In this case, shareholders with interests related to the parties in the contract or transaction do not have the right to vote; the contract or transaction is approved as stipulated in Clauses 1 and 4 of Article 148 of this Law, unless the company's charter provides otherwise.

5. Contracts and transactions shall be deemed invalid by court decision and processed according to the law if they were signed in violation of the provisions of this Article; the signatories of the contract or transaction, shareholders, members of the Board of Directors, or relevant directors or general managers shall be jointly liable for compensation for damages incurred and reimburse the company for any profits obtained from the execution of such contracts or transactions.

6. The company must disclose relevant contracts and transactions in accordance with relevant laws.

Article 168. Supervisory Board

1. The Supervisory Board consists of 03 to 05 Supervisors. The term of office for a Supervisor is no more than 05 years and they 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 its members; the election, dismissal, and removal are governed by a majority vote. The rights and obligations of the Head of the Supervisory Board are stipulated in the company's charter. More than half of the Supervisory Board members must be residents of Vietnam. The Head of the Supervisory Board must hold a university degree or higher in one of the following fields: economics, finance, accounting, auditing, law, business administration, or a field related to the company's business operations, unless the company's charter specifies a higher standard.

3. If a Supervisor's term ends at the same time as a new Supervisor's term, the former Supervisor shall continue to exercise their rights and obligations until a new Supervisor is elected and assumes office.

Article 169. Standards and conditions for Inspectors

1. The inspector must meet the following standards and qualifications:

a) Not subject to the provisions of Clause 2, Article 17 of this Law;

b) Having received training in one of the following majors: economics, finance, accounting, auditing, law, business administration, or a major relevant to the business activities of the enterprise;

c) Not a family member of a member of the Board of Directors, Director or General Manager, or other manager;

d) Not a company manager; not necessarily a shareholder or employee of the company, unless otherwise stipulated in the company's charter;

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 Supervisory Board of a public company or state-owned enterprise as prescribed in Point b, Clause 1, Article 88 of this Law shall not be a family member of the enterprise manager of the company and the parent company; the representative of the enterprise's capital share, or the representative of the state capital share in the parent company and in the company.

Article 170. Rights and obligations of the Supervisory Board

1. The Supervisory Board supervises the Board of Directors, the Director, or the General Director in the management and operation of the company.

2. Examine the reasonableness, legality, honesty, and level of prudence in the management and operation of business activities; the systematic, consistent, and appropriate nature of accounting, statistics, and financial reporting.

3. Assess the completeness, legality, and accuracy of the company's annual and semi-annual business performance reports, financial statements, and management evaluation reports of the Board of Directors, and present the assessment report at the annual General Meeting of Shareholders. Review contracts and transactions with related parties that fall under the approval authority of the Board of Directors or the General Meeting of Shareholders, and provide recommendations on contracts and transactions requiring approval from the Board of Directors or the General Meeting of Shareholders.

4. Review, examine, and evaluate the effectiveness and efficiency of the company's internal control system, internal audit, risk management, and early warning system.

5. To examine the company's accounting books, records, and other documents, as well as the company's management and operational activities, when deemed necessary or as per a resolution of the General Meeting of Shareholders or at the request of a shareholder or group of shareholders as stipulated in Clause 2, Article 115 of this Law.

6. Upon request from a shareholder or group of shareholders as stipulated 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 date of completion of the inspection, the Supervisory Board must report on the issues requested for inspection to the Board of Directors and the shareholder or group of shareholders who made the request. The inspection by the Supervisory Board as stipulated in this Clause shall not hinder the normal operation of the Board of Directors or disrupt 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 structure for managing, supervising, and operating the company's business activities.

8. Upon discovering that a member of the Board of Directors, Director, or General Director has violated the provisions of Article 165 of this Law, the Board of Directors must be immediately notified in writing, and the offending party must be required to cease the violation and take measures to remedy the consequences.

9. Attend and participate in discussions at the General Meeting of Shareholders, the Board of Directors, and other company meetings.

10. Utilize independent consultants and the company's internal audit department to perform assigned tasks.

11. The Supervisory Board may consult with 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's charter, and resolutions of the General Meeting of Shareholders.

Article 171. Right of the Supervisory Board to receive information

1. Documents and information must be submitted to the Auditor at the same time and in the same manner as to members of the Board of Directors, including:

a) Notice of meeting, ballot for soliciting opinions from Board members, and accompanying 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 Manager to the Board of Directors or other documents issued by the company.

2. The auditor has the right to access company records and documents kept at the head office, branches, and other locations; and the right to visit the workplaces of company managers and employees during working hours.

3. The Board of Directors, members of the Board of Directors, the Director or General Director, and other managers must provide complete, accurate, and timely information and documents on the management, operation, and business activities of the company as requested by the Auditor or the Supervisory Board.

Article 172. Salary, remuneration, bonuses and other benefits of the Supervisor

Unless otherwise stipulated in the company's charter, the salary, remuneration, bonuses, and other benefits of the Auditor shall be implemented according to the following regulations:

1. Supervisors are paid salaries, remuneration, bonuses, and other benefits as decided by 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 shall be reimbursed for reasonable expenses for meals, accommodation, travel, and the use of independent consulting services. The total amount of these remuneration and 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 shall be included in the company's business expenses in accordance with the law on corporate income tax and other relevant laws, and must be presented as a separate item in the company's annual financial statements.

Article 173. Responsibilities of the Supervisor

1. Strictly adhere to the law, the company's charter, resolutions of the General Meeting of Shareholders, and professional ethics in exercising assigned rights and obligations.

2. To exercise assigned rights and obligations honestly, carefully, and to the best of their ability in order to ensure the maximum legitimate interests of the company.

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

4. Other obligations as prescribed by this Law and the company's charter.

5. In the event of a violation of the provisions of Clauses 1, 2, 3, and 4 of this Article that causes damage to the company or other persons, the Auditor shall be held personally or jointly liable for compensation for such damage. Any income and other benefits obtained by the Auditor as a result of the violation must be returned to the company.

6. If any Supervisor is found to have violated their assigned rights and duties, the Supervisory Board must be notified in writing; the person committing the violation must be required to cease the violation and remedy the consequences.

Article 174. Dismissal and removal of the Supervisor

1. The General Meeting of Shareholders shall dismiss the Auditor in the following cases:

a) No longer meets the qualifications and conditions to be an Inspector as prescribed in Article 169 of this Law;

b) A resignation letter has been submitted and accepted;

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

2. The General Meeting of Shareholders may dismiss the Auditor in the following cases:

a) Failure to complete assigned tasks or duties;

b) Failing to exercise one's rights and fulfill one's obligations for six consecutive months, except in cases of force majeure;

c) Repeated and serious violations of the duties of the Auditor as stipulated in this Law and the company's charter;

d) Other cases as decided by the General Meeting of Shareholders.

Article 175. Submission of annual reports

1. At the end of the fiscal year, the Board of Directors must submit the following report to the General Meeting of Shareholders:

a) Report on the company's business results;

b) Financial statements;

c) Report evaluating the company's management and operations;

d) The Supervisory Board's assessment report.

2. For joint-stock companies that are legally required to be audited, the annual financial statements of the joint-stock company must be audited before being submitted to the General Meeting of Shareholders for consideration and approval.

3. The reports stipulated in points a, b, and c of Clause 1 of this Article must be submitted to the Supervisory Board for review no later than 30 days before the opening of the Annual General Meeting of Shareholders, unless the company's charter stipulates otherwise.

4. The reports stipulated in Clauses 1, 2, and 3 of this Article, the Supervisory Board's appraisal report, and the audit report must be kept at the company's head office no later than 10 days before the opening of the Annual General Meeting of Shareholders, unless the company's charter stipulates a longer period. Shareholders who have continuously held shares of the company for at least one year have the right to personally or together with a lawyer, accountant, or auditor holding a professional license to directly review the reports stipulated in this Article.

Article 176. Disclosure of Information

1. Joint-stock companies must submit annual financial statements approved by the General Meeting of Shareholders to the competent state agency in accordance with the law on accounting and other relevant laws.

2. The joint-stock company publishes the following information on its website:

a) Company charter;

b) Curriculum vitae, educational qualifications, and professional experience of the members of the Board of Directors, Supervisory Board, Directors, or General Managers of the company;

c) Annual financial statements approved by the General Meeting of Shareholders;

d) Annual performance review report of the Board of Directors and the Supervisory Board.

3. Joint-stock companies that are not listed companies must notify the Business Registration Authority where the company's head office is located no later than 03 working days after receiving or changing information regarding the full name, nationality, passport number, contact address, number of shares and type of shares of foreign individual shareholders; the name, enterprise code, head office address, number of shares and type of shares of foreign organizational shareholders; and the full name, nationality, passport number, and contact address of the authorized representative of foreign organizational shareholders.

4. Public companies shall disclose and make public information in accordance with the provisions of the law on securities. Joint-stock companies as stipulated in point b, clause 1, Article 88 shall disclose and make public information in accordance with points a, c, d, and g, clause 1, Article 109 and Article 110 of this Law.

Chapter VI

PARTNERSHIP COMPANY

Article 177. Partnership Company

1. A partnership company is a business enterprise in which:

a) There must be at least two members who are co-owners of the company, conducting business together under a common name (hereinafter referred to as partners). In addition to partners, the company may have contributing members;

b) Partners must be individuals and are liable for the company's obligations with their entire assets;

c) Contributing members, whether organizations or individuals, are only liable for the company's debts to the extent of the capital they have committed to contribute to the company.

2. A partnership company acquires legal personality from the date it is granted a Certificate of Business Registration.

3. A partnership company is not permitted to issue any type of securities.

Article 178. Capital contribution and issuance of capital contribution certificates

1. General partners and limited partners must contribute the full amount of capital they have committed, on time.

2. A general partner who fails to contribute the committed capital in full and on time, causing damage to the company, shall be liable to compensate the company for the damages.

3. If a contributing member fails to contribute the full amount of capital committed on time, the unpaid capital shall be considered a debt owed by that member to the company; in this case, the contributing member concerned may be expelled from the company by decision of the Board of Members.

4. Upon contributing the full amount of committed capital, the member shall be issued a certificate of capital contribution. The certificate of capital contribution must include the following main contents:

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

b) The company's registered capital;

c) Name, contact address, nationality, and legal document number of the individual member; name, business registration number or legal document number of the organization, and head office address of the organization member; membership type;

d) The value of the capital contribution and the type of assets contributed by the member;

d) 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 partners of the company.

5. In the event that the certificate of capital contribution is lost, damaged, or otherwise destroyed, the member shall be reissued a certificate of capital contribution by the company.

Article 179. Assets of a partnership company

The assets of a partnership company include:

1. The capital contributions of the members have been transferred to the company;

2. Assets created are registered in the company's name;

3. Assets acquired from business activities conducted by partners on behalf of the company and from business activities of the company conducted by partners in their personal capacity;

4. Other assets as prescribed by law.

Article 180. Restrictions on the rights of general partners

1. A general partner is not allowed to own a private enterprise; nor is he/she allowed to be a general partner in another partnership except with the unanimous consent of the remaining general partners.

2. Partners are not allowed to conduct business in the same industry or profession as the company in their own name or in the name of others for personal gain or to serve the interests of other organizations or individuals.

3. A general partner may not 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. Partners have the following rights:

a) Participate in meetings, discussions, and voting on company matters; each partner has one vote or a different number of votes as stipulated in the company's charter;

b) To conduct business in the company's registered business activities on behalf of the company; to negotiate and sign contracts, transactions, or agreements under conditions that the partner deems most beneficial to the company;

c) Using company assets to conduct business in the company's business sectors; in cases where an individual advances their own money to the company for business purposes, they have the right to request the company to reimburse both the principal and interest at market interest rates on the advanced principal amount;

d) To request the company to compensate for losses from business operations within the scope of assigned duties if such losses occur not due to the personal fault of that member;

d) Request the company or other partners to provide information on the company's business situation; inspect the company's assets, accounting records, and other documents when deemed necessary;

e) To receive a share of the profits in proportion to their capital contribution or as agreed upon in the company's charter;

g) When a company is dissolved or goes bankrupt, the remaining assets are distributed proportionally to the share of capital contributed to the company, unless the company's charter stipulates a different ratio;

h) In the event of the death of a general partner, the heir of the partner is entitled to a share of the company's assets after deducting the debts and other financial obligations for which the deceased partner was responsible. The heir may become a general partner if approved by the Board of Partners;

i) Other rights as stipulated in this Law and the company's charter.

2. Partners have the following obligations:

a) To manage and conduct business operations honestly, carefully, and to the best of our ability in order to ensure maximum legitimate interests for the company;

b) To manage and conduct business operations in accordance with the law, the company's charter, and resolutions and decisions of the Board of Members; if the provisions of this point are violated and cause damage to the company, the responsible party shall be liable for compensation for the damage;

c) Company assets must not be used 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 cases where money or other assets from the company's business activities are received in the name of the company, in the name of an individual, or in the name of another person but are not submitted to the company;

d) Jointly liable for paying off all remaining debts of the company if the company's assets are insufficient to cover its debts;

e) To bear losses corresponding to their capital contribution to the company or as agreed upon in the company's charter in the event that the company incurs losses;

g) To submit a truthful and accurate written monthly report on its business performance and results to the company; to provide information on its business performance and results to members upon request;

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

Article 182. Board of Members

1. The Board of Members comprises all members. The Board of Members elects a general partner as Chairman of the Board of Members, who also serves as Director or General Director of the company unless otherwise stipulated in the company's charter.

2. Partners have the right to request a meeting of the Board of Partners to discuss and decide on the company's business affairs. The partner requesting the meeting must prepare the agenda, program, and meeting materials.

3. The Board of Members has the right to decide on all business matters of the company. Unless otherwise stipulated in the company's charter, decisions on the following matters must be approved by at least three-quarters of the total number of partners:

a) Company's orientation and development strategy;

b) Amend and supplement the company's charter;

c) Accepting new members;

d) Approving a general partner's withdrawal from the company or deciding to expel a partner;

d) Decision on investment projects;

e) Deciding on borrowing and raising capital in other forms, and lending with a value of 50% or more of the company's charter capital, except in cases where the company's charter stipulates a different, higher percentage;

g) Decisions 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 stipulates a different, higher percentage;

h) Through the annual financial report, the total amount of profit distributed and the amount of profit distributed to each member;

i) Decision to dissolve; request for company bankruptcy.

4. Decisions on other matters not stipulated in Clause 3 of this Article shall be adopted if approved by at least two-thirds of the total number of partners; the specific percentage shall be stipulated in the company's charter.

5. The voting rights of contributing members shall be exercised in accordance with the provisions of this Law and the company's charter.

Article 183. Convening a meeting of the Board of Members

1. The Chairman of the Board of Members may convene a meeting of the Board of Members when deemed necessary or at the request of a general partner. If the Chairman of the Board of Members fails to convene a meeting at the request of a general partner, that general partner shall convene the meeting of the Board of Members.

2. Notices inviting members to a meeting may be sent by invitation, telephone, fax, electronic means, or other methods as stipulated in the company's charter. The notice 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 stipulated in Clause 3, Article 182 of this Law must be sent in advance to all members; the deadline for sending in advance is stipulated in the company's charter.

3. The Chairman of the Board of Members or a member requesting the meeting shall preside over the meeting. Minutes of the Board of Members meeting must be recorded, including the following main contents:

a) Name, business registration number, and address of the head office;

b) Time and place of the meeting;

c) Purpose, agenda, and content of the meeting;

d) Full names of the chairperson and attendees;

d) Opinions of meeting participants;

e) The resolution or decision adopted, the number of members who approved, disapproved, or abstained, and the basic content of that resolution or decision;

g) Full names and signatures of the meeting participants.

Article 184. Business management of a partnership company

1. Partners are the legal representatives of the company and are responsible for managing the company's daily business operations. Any restrictions on partners in carrying out the company's daily business activities are only effective against third parties when those parties are aware of such restrictions.

2. In managing the company's business operations, the partners assign each other to assume management and control roles within the company.

When some or all of the partners jointly undertake certain business activities, decisions are made by majority vote.

Activities undertaken by partners outside the scope of the company's business operations are not the responsibility of the company, unless such activities have been approved by the other partners.

3. The company may open one or more bank accounts. The Board of Members shall designate authorized members to deposit and withdraw funds from those accounts.

4. The Chairman of the Board of Members, the Director, or the General Director has the following obligations:

a) Managing and operating the company's day-to-day business as a partner;

b) Convening and organizing meetings of the Board of Members; signing resolutions and decisions of the Board of Members;

c) Assigning and coordinating business tasks among the partners;

d) To organize, maintain, and preserve complete and accurate accounting books, invoices, vouchers, and other company documents in accordance with the law;

d) Representing the company as the party requesting the resolution of civil matters, plaintiff, defendant, or party with related rights and obligations before arbitration panels and courts; representing the company in exercising other rights and obligations as prescribed by law;

e) Other obligations as stipulated in the company's charter.

Article 185. Termination of general partnership membership

1. A general partner's status is terminated in the following cases:

a) Voluntarily withdraw capital from the company;

b) Death, disappearance, limited or loss of civil capacity, difficulties in understanding and controlling behavior;

c) Being dismissed from the company;

d) Serving a prison sentence or being prohibited by the Court from practicing a certain profession or performing a certain job as prescribed by law;

d) Other cases as stipulated in the company's charter.

2. Partners have the right to withdraw capital from the company if approved by the Board of Partners. In this case, the partner wishing to withdraw capital must notify the company in writing of the withdrawal request at least 06 months before the withdrawal date; the withdrawal can only be made at the end of the fiscal year and after the financial statements for that fiscal year have been approved.

3. A general partner may be expelled from the company in the following cases:

a) Inability to contribute capital or failure to contribute capital as committed after the company has made a second request;

b) Violation of the provisions of Article 180 of this Law;

c) Conducting business dishonestly, negligently, or otherwise inappropriately, causing serious harm to the interests of the company and other members;

d) Failure to fulfill the obligations of a general partner.

4. In the event of termination of membership for a member who is limited or lacks civil capacity, or has difficulties in understanding and controlling their actions, the capital contribution of that member shall be reimbursed fairly and adequately.

5. Within two years from the date of termination of the partnership membership as stipulated in points a, c, d, and e of Clause 1 of this Article, that person shall still be jointly liable with all of their assets for the company's debts incurred before the date of termination of membership.

6. After the termination of a partner's membership, if the partner's name has been used as part or all of the company's name, that partner, or their heirs or legal representatives, have the right to request the company to cease using that name.

Article 186. Admission of New Members

1. The company may admit additional general partners or limited partners; the admission of new members must be approved by the Board of Members.

2. General partners or limited partners must contribute the full amount of capital they committed to the company within 15 days of approval, unless the Board of Partners decides otherwise.

3. New partners shall be jointly and severally liable with their entire assets for the company's debts and other financial obligations, unless that partner and the other partners agree otherwise.

Article 187. Rights and obligations of contributing members

1. Contributing members have the following rights:

a) Participate in meetings, discussions, and voting at the Board of Members regarding amendments and additions to the company's charter, amendments and additions to the rights and obligations of contributing members, the reorganization and dissolution of the company, and other contents of the company's charter directly related to their rights and obligations;

b) To receive annual profits in proportion to their capital contribution to the company's charter capital;

c) To be provided with the company's annual financial reports; to have the right to request the Chairman of the Board of Members and the partners to provide complete and truthful information on the company's business situation and results; to review the company's accounting books, minutes, contracts, transactions, records and other documents;

d) Transferring one's capital contribution in the company to another person;

d) Conducting business in the company's business sector or profession in one's own name or on behalf of another person;

e) To dispose of their capital contribution by bequeathing, gifting, mortgaging, pledging, and other forms as prescribed by law and the company's charter; in case of death, the heir shall replace the deceased member as a contributing member of the company;

g) To receive a share of the remaining assets of the company in proportion to their 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. Contributing members have the following obligations:

a) Be responsible for the company's debts and other financial obligations to the extent of the capital committed;

b) They are not allowed to participate in the management of the company or conduct business in the name of the company;

c) Comply with the company's charter, resolutions and decisions of the Board of Members;

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

Chapter VII

PRIVATE ENTERPRISES

Article 188. Private enterprises

1. A private enterprise is a business owned and operated by a single individual who is personally liable for all business activities with their entire personal assets.

2. Private enterprises are not permitted to issue any type of securities.

3. Each individual is only entitled to establish one private enterprise. The owner of a private enterprise may not simultaneously be the owner of a household business or a general partner in a partnership company.

4. Private enterprises are not permitted to contribute capital to establish or purchase shares or capital contributions in partnerships, limited liability companies, or joint-stock companies.

Article 189. Investment capital of private enterprise owners

1. The investment capital of a private enterprise is registered by the owner themselves. The private enterprise 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, the type of asset, quantity, and remaining value of each type of asset must also be clearly stated.

2. All capital and assets, including borrowed capital and leased assets, used in the business operations of the enterprise must be fully recorded in the enterprise's accounting books and financial statements in accordance with the law.

3. During operation, the owner of a private enterprise has the right to increase or decrease their investment capital in the business. Any increase or decrease in investment capital by the private enterprise owner must be fully recorded in the accounting books. In the case of reducing 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, including the use of profits after paying taxes and fulfilling other financial obligations as prescribed by law.

2. The owner of a private enterprise may directly manage or hire someone else to act as the Director or General Director to manage and operate the business; in this case, the owner of the private enterprise remains responsible for all business activities of the private enterprise.

3. The owner of a private enterprise is the legal representative, representing the private enterprise as the person requesting the resolution of civil matters, plaintiff, defendant, or party with related rights and obligations before arbitration panels and courts, and representing the private enterprise in exercising other rights and obligations as prescribed by law.

Article 191. Leasing of private enterprises

A private enterprise owner has the right to lease their entire private enterprise, but must notify the Business Registration Authority and the tax authority in writing, along with a notarized copy of the lease agreement, within 03 working days from the effective date of the lease agreement. During the lease term, the private enterprise owner remains legally responsible as the owner of the private enterprise. The rights, obligations, and responsibilities of both the owner and the lessee regarding the business operations of the private enterprise are stipulated in the lease agreement.

Article 192. Sale of private enterprises

1. Private business owners have the right to sell their private businesses to other individuals or organizations.

2. After the sale of a private enterprise, the owner of the private enterprise remains responsible for the debts and other financial obligations of the private enterprise incurred before the date of transfer, unless the owner, the buyer, and the creditors of the private enterprise agree otherwise.

3. Owners of private enterprises and buyers of private enterprises must comply with labor laws and regulations.

4. The buyer of a private enterprise must register the change of ownership of the private enterprise in accordance with the provisions of this Law.

Article 193. Exercising the rights of private enterprise owners in certain special cases.

1. In cases where the owner of a private enterprise is detained, serving a prison sentence, or undergoing administrative sanctions at a compulsory drug rehabilitation center or compulsory education facility, they may authorize another person to exercise their rights and obligations.

2. In the event of the death of the owner of a private enterprise, the heir or one of the heirs according to the will or by law shall become the owner of the private enterprise according to an agreement between the heirs. If the heirs cannot reach an agreement, they shall register the conversion into a company or dissolve the private enterprise.

3. In the event that the owner of a private enterprise dies without heirs, or the heirs refuse to accept the inheritance, or are disinherited, the assets of the private enterprise owner shall be handled according to the provisions of civil law.

4. In cases where the owner of a private enterprise has limited or no legal capacity, or has difficulties in understanding and controlling their actions, the rights and obligations of the private enterprise owner shall be exercised through a representative.

5. In cases where the owner of a private enterprise is prohibited by the Court from practicing a certain profession or engaging in a specific activity within the scope of the enterprise's business, the owner shall temporarily suspend or cease business activities in the relevant sector as decided by the Court, or transfer the private enterprise to another individual or organization.

Chapter VIII

GROUP OF COMPANIES

Article 194. Economic groups and corporations

1. Economic groups and corporations belonging to various economic sectors are groups of companies that are related to each other through share ownership, capital contributions, or other affiliations. Economic groups and corporations are not a type of business entity, do not have legal personality, and are not required to register their establishment under the provisions of this Law.

2. An economic group or corporation has a parent company, subsidiary companies, and other member companies. The parent company, subsidiary companies, and each member company within the economic group or corporation have the rights and obligations of an independent enterprise as prescribed by law.

Article 195. Parent company, subsidiary company

1. A company is considered the parent company of another company if it falls under 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 to directly or indirectly decide on the appointment of the majority or all members of the Board of Directors, the Director, or the General Director of that company;

c) Has the right to decide on amendments and additions to the company's charter.

2. Subsidiary companies are not allowed to invest in or purchase shares in their parent companies. Subsidiary companies of the same parent company are not allowed to simultaneously contribute capital or purchase shares to create cross-ownership among themselves.

3. Subsidiary companies that share the same parent company, which is an enterprise with at least 65% state ownership, are not allowed to jointly contribute capital, purchase shares of other enterprises, or establish new enterprises in accordance with the provisions of this Law.

4. The Government shall provide detailed regulations for Clauses 2 and 3 of this Article.

Article 196. Rights, obligations and responsibilities of the parent company towards the subsidiary company

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 relevant provisions of this Law and other relevant laws.

2. Contracts, transactions, and other relationships between the parent company and its subsidiary must be established and executed independently and equally, subject to the conditions applicable to independent legal entities.

3. If the parent company intervenes beyond the authority of its owner, member, or shareholder and forces the subsidiary to conduct business contrary to normal business practices or to conduct unprofitable activities without reasonable compensation in the relevant financial year, causing damage to the subsidiary, the parent company shall be liable for such damage.

4. The manager of the parent company who intervenes to force the subsidiary to conduct business as stipulated in Clause 3 of this Article shall be jointly liable with the parent company for such damages.

5. If the parent company fails to compensate the subsidiary as stipulated in Clause 3 of this Article, the creditor or a member or shareholder owning at least 01% of the subsidiary's charter capital has the right, in their own name or on behalf of the subsidiary, to request the parent company to compensate the subsidiary for the damages.

6. In cases where business activities as stipulated in Clause 3 of this Article are carried out by a subsidiary company and benefit another subsidiary of the same parent company, the subsidiary company that benefits must jointly with the parent company reimburse the benefited amount to the subsidiary company that suffered the loss.

Article 197. Financial statements of parent companies and subsidiaries

1. At the end of the fiscal year, in addition to the reports and documents required 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) Consolidated annual business results report of the parent company and its subsidiaries;

c) A comprehensive report on the management and operation of the parent company and its subsidiaries.

2. Upon request from the legal representative of the parent company, the legal representative of the subsidiary company must provide the necessary reports, documents, and information as required to prepare consolidated financial statements and combined reports of the parent company and the subsidiary company.

3. The person responsible for preparing the parent company's report shall use the report prescribed in Clause 2 of this Article to prepare the consolidated financial statements and the consolidated report of the parent company and its subsidiaries unless there is doubt that the report prepared and submitted by the subsidiary contains false, inaccurate, or fraudulent information.

4. The person responsible for preparing the reports stipulated in Clause 1 of this Article shall not prepare and submit those reports until they have received the complete financial statements of the subsidiary. If the parent company's management has taken necessary measures within their authority but still does not receive the required reports, documents, and information from the subsidiary, the parent company's management shall still prepare and submit the consolidated financial statements and the combined report of the parent company and the subsidiary. The report may or may not include information from that subsidiary, but must include necessary explanations to avoid misunderstandings or misinterpretations.

5. Annual financial statements, consolidated financial statements, and summary reports of the parent company and its subsidiaries must be kept at the head office of the parent company. Copies of the reports and documents specified in this clause must be kept at the parent company's branch in Vietnam.

6. In addition to reports and documents required by law, the subsidiary company must also prepare a consolidated report on purchases, sales, and other transactions with the parent company.

Chapter IX

REORGANIZATION, DISSOLUTION, AND BANKRUPTCY OF ENTERPRISES

Article 198. Division of the company

1. A limited liability company or a joint-stock company 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. The procedures for dividing a limited liability company or a joint-stock company are stipulated as follows:

a) The Board of Members, the company owner, or the General Meeting of Shareholders of the company being divided shall pass a resolution or decision to divide the company in accordance with this Law and the company's charter. The resolution or decision to divide the company must include the following main contents: the name and registered address of the company being divided, the names of the newly established companies; the principles, methods, and procedures for dividing the company's assets; the plan for employee utilization; the method of distribution, timeframe, and procedures for transferring capital contributions, shares, and bonds of the divided company to the newly established companies; the principles for resolving the obligations of the divided company; and the timeframe for implementing the company division. The resolution or decision to divide the company must be sent to all creditors and employees must be notified within 15 days from the date of the decision or resolution.

b) Members, company owners, or shareholders of the newly established company, through the Articles of Association, elect or appoint the Chairman of the Board of Members, 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 include the resolution or decision on company division as stipulated in point a of this clause.

3. The number of members, shareholders, and the number and percentage of shares and capital contributions of members and shareholders, as well as the charter capital of the new companies, will be recorded in accordance with the method of dividing and transferring the capital contributions and shares of the divided company to the new companies as per the resolution or decision on company division.

4. The divided company ceases to exist after the new companies are granted Certificates of Business Registration. The new companies must jointly and severally assume responsibility for the obligations, outstanding debts, employment contracts, and other financial obligations of the divided company, or reach an agreement with creditors, customers, and employees for one of the companies to fulfill these obligations. The new companies automatically inherit all the rights, obligations, and legitimate benefits distributed according to the resolution or decision on the company division.

5. The business registration authority updates the legal status of the divided company in the National Business Registration Database when issuing business registration certificates to the new companies. If the new company's head office is located outside the province or centrally-governed city where the divided company's head office is located, the business registration authority where the new company's head office is located must notify the business registration authority where the divided company's head office is located of the new company's registration so that the legal status of the divided company can be updated in the National Business Registration Database.

Article 199. Separation of companies

1. A limited liability company or a joint-stock company may be split by transferring a portion of the assets, rights, obligations, members, or shareholders of the existing company (hereinafter referred to as the split company) to establish one or more new limited liability companies or joint-stock companies (hereinafter referred to as the separated company) without terminating the existence of the split company.

2. The company being split must register changes to its charter capital, the number of members and shareholders corresponding to the reduced capital contribution, shares, and the number of members and shareholders (if any); and simultaneously register the businesses of the split companies.

3. The procedures for splitting a limited liability company and a joint-stock company are stipulated as follows:

a) The Board of Members, the company owner, or the General Meeting of Shareholders of the company being split shall pass a resolution or decision to split the company in accordance with this Law and the company's charter. The resolution or decision to split the company must include the following main contents: the name and registered office address of the company being split; the name of the newly established company; the plan for employee utilization; the method of splitting the company; the value of assets, rights, and obligations transferred from the company being split to the newly established company; and the timeframe for implementing the company split. The resolution or decision to split the company must be sent to all creditors and employees must be notified within 15 days from the date of the decision or resolution.

b) The members, owners, or shareholders of the newly separated company, through the Articles of Association, shall elect or appoint the Chairman of the Board of Members, 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.

4. After business registration, the split company and the resulting company shall be jointly and severally liable for the obligations, outstanding debts, employment contracts, and other financial obligations of the split company, unless the split company, the resulting company, creditors, customers, and employees of the split company agree otherwise. The resulting companies shall automatically inherit all legal rights, obligations, and benefits distributed according to the resolution or decision on the company split.

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 merged company), thereby terminating the existence of the merged companies.

2. The procedures for company mergers are as follows:

a) The merged company prepares the merger agreement and drafts the Articles of Association of the merged company. The merger agreement must include the following main contents: name and registered office address of the merged company; name and registered office address of the merged company; merger procedures and conditions; labor utilization plan; timeframe, procedures and conditions for transferring assets, converting capital contributions, shares, and bonds of the merged company into capital contributions, shares, and bonds of the merged company; timeframe for completing the merger;

b) Members, company owners, or shareholders of the merged company, through the merger agreement and the merged company's charter, shall elect or appoint the Chairman of the Board of Members, the Chairman of the company, the Board of Directors, the Director, or the 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 creditors and employees must be notified 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 merged company registers its business, the merged company ceases to exist; the merged company enjoys the legal rights and benefits, and assumes responsibility for the obligations, outstanding debts, employment contracts, and other property obligations of the merged companies. The merged company automatically inherits all the 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 in the National Business Registration Database when issuing the Business Registration Certificate to the merged company. If the merged company's head office is located outside the province or centrally-governed city where the merged company's head office is located, the business registration authority where the merged company's head office is located must notify the business registration authority where the merged company's head office is located of the business registration so that the legal status of the merged company can be updated in the National Business Registration Database.

Article 201. Mergers of companies

1. One or more companies (hereinafter referred to as the merged company) may merge into another company (hereinafter referred to as the acquiring company) by transferring all assets, rights, obligations, and legal interests to the acquiring company, while simultaneously terminating the existence of the merged company.

2. The procedures for merging companies are as follows:

a) The companies involved prepare the merger agreement and draft the Articles of Association of the acquiring company. The merger agreement must include the following main contents: name and registered office address of the acquiring company; name and registered office address of the merged company; merger procedures and conditions; labor utilization plan; methods, procedures, timeframes, and conditions for transferring assets, converting capital contributions, shares, and bonds of the merged company into capital contributions, shares, and bonds of the acquiring company; and the timeframe for completing the merger.

b) Members, company owners, or shareholders of the companies involved shall approve the merger agreement, the charter of the acquiring company, and proceed with the business registration of the acquiring company in accordance with the provisions of this Law. The merger agreement must be sent to all creditors and employees must be notified within 15 days from the date of approval;

c) After the acquiring company registers its business, the merged company ceases to exist; the acquiring company enjoys all legal rights and benefits, and assumes responsibility for the obligations, outstanding debts, employment contracts, and other financial obligations of the merged company. The acquiring companies automatically inherit all the rights, obligations, and legal benefits of the merged companies according to the merger agreement.

3. Companies carrying out mergers must ensure compliance with the provisions of the Competition Law regarding company mergers.

4. The business registration authority shall update the legal status of the merged company in the National Business Registration Database and amend the business registration details for the acquiring company. If the merged company's head office is located outside the province or centrally-governed city where the acquiring company's head office is located, the business registration authority where the acquiring company's head office is located shall notify the business registration authority where the merged company's head office is located to update the legal status of the merged company in the National Business Registration Database.

Article 202. Conversion of a limited liability company into a joint-stock company

1. State-owned enterprises that successfully transform into joint-stock companies must comply with relevant legal regulations.

2. A limited liability company can be converted into a joint-stock company in the following way:

a) Converting into a joint-stock company without raising additional capital from other organizations or individuals, and without selling any capital contributions to other organizations or individuals;

b) Convert into a joint-stock company by raising additional capital from other organizations and individuals;

c) Converting into a joint-stock company by selling all or part of the capital contribution to one or more other organizations or individuals;

d) Combining the methods specified in points a, b, and c of this clause with 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 application, the Business Registration Authority shall reissue the Business Registration Certificate and update the company's legal status in the National Business Registration Database.

4. The converted company automatically inherits all legal rights and benefits, and assumes responsibility for all debts, including tax debts, employment 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 can be converted into a single-member limited liability company in the following way:

a) A shareholder acquires all of the corresponding shares of all other shareholders;

b) An organization or individual that is not a shareholder acquires all the shares of all the shareholders of the company;

c) The company has only one shareholder remaining.

2. The transfer or receipt of investment capital as stipulated in Clause 1 of this Article must be carried out at market price, determined using the asset method, the discounted cash flow method, or other methods.

3. Within 15 days from the date the company has only one shareholder remaining or completes the share transfer as stipulated in points a and b of Clause 1 of this Article, the company shall submit the conversion dossier to the Business Registration Authority where the enterprise is registered. Within 03 working days from the date of receiving the conversion dossier, the Business Registration Authority shall issue the Business Registration Certificate and update the company's legal status in the National Database on Business Registration.

4. The converted company automatically inherits all legal rights and benefits, and assumes responsibility for all debts, including tax debts, employment 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 can be converted into a limited liability company with two or more members using the following method:

a) Converting into a limited liability company with two or more members without raising additional capital or transferring shares to other organizations or individuals;

b) Converting into a limited liability company with two or more members while simultaneously raising additional capital from other organizations and individuals;

c) Converting into a limited liability company with two or more members while simultaneously transferring all or part of the shares to other organizations or individuals as capital contributors;

d) The company now has only two shareholders remaining;

d) Combining the methods specified in points a, b, and c of this clause with other methods.

2. 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 application, the Business Registration Authority shall issue the Business Registration Certificate and update the company's legal status in the National Business Registration Database.

3. The converted company automatically inherits all legal rights and benefits, and assumes responsibility for all debts, including tax debts, employment contracts, and other obligations of the converted company.

Article 205. Conversion of private enterprises into limited liability companies, joint-stock companies, and partnerships.

1. A private enterprise may be converted into a limited liability company, a joint-stock company, or a partnership at the discretion of the private enterprise owner if it meets the following conditions:

a) The enterprise undergoing transformation must meet all the conditions stipulated in Clause 1, Article 27 of this Law;

b) The owner of the private enterprise commits in writing to be personally liable with all of their assets for all outstanding debts and commits to paying the full amount of the debt when it becomes due;

c) The private enterprise owner has a written agreement with the parties to the unfulfilled contracts that the converted company will 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 contributing members regarding the retention and employment of the private enterprise's existing workforce.

2. Within 03 working days from the date of receiving the application, the Business Registration Authority shall review and issue a Business 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 Business Registration.

3. The converted company automatically inherits the rights and obligations of the private enterprise from the date the Certificate of Business Registration is issued. The owner of the private enterprise is personally liable with all of their assets for all debts incurred before the date the converted company was issued the Certificate of Business Registration.

Article 206. Suspension, cessation of operations, and termination of business.

1. Businesses must notify the Business Registration Authority in writing at least 03 working days before the date of temporary suspension of business or resumption of business before the previously announced deadline.

2. The business registration authority or competent state agency may require a business to temporarily suspend, cease operations, or terminate business in the following cases:

a) Temporarily suspend or terminate business operations in conditional business sectors or sectors with conditional market access for foreign investors when it is discovered that the enterprise does not meet the corresponding conditions as prescribed by law;

b) Temporarily suspend business operations at the request of relevant authorities in accordance with the laws on tax administration, environment, and other relevant legal regulations;

c) Suspending operations or terminating business in one or more business sectors or in certain fields as decided by the Court.

3. During the period of business suspension, the enterprise must pay all outstanding taxes, social insurance, health insurance, and unemployment insurance contributions; continue to pay debts and complete contracts signed with customers and employees, unless the enterprise, creditors, customers, and employees agree otherwise.

4. The Government shall prescribe in detail the procedures for coordination between the Business Registration Authority and competent state agencies in the cases stipulated in Clause 2 of this Article.

Article 207. Cases and conditions for dissolution of enterprises

1. A business is dissolved in the following cases:

a) The operating period stipulated in the company's charter has expired without a decision to extend it;

b) According to resolutions and decisions of the business owner for private enterprises, of the Board of Members for partnerships, of the Board of Members or company owner for limited liability companies, and of the General Meeting of Shareholders for joint-stock companies;

c) The company no longer has the minimum number of members required by this Law for a continuous period of 06 months without undergoing the procedure to change its business type;

d) The business registration certificate is revoked, except where the Law on Tax Administration provides otherwise.

2. An enterprise may only be dissolved when it ensures the full payment of all debts and other financial obligations and is not in the process of resolving disputes in court or arbitration. The relevant managers and the enterprise as stipulated in point d, clause 1 of this Article shall be jointly and severally liable for the enterprise's debts.

Article 208. Procedures for dissolving a business

The dissolution of enterprises in the cases stipulated in points a, b, and c of Clause 1, Article 207 of this Law shall be carried out according to the following regulations:

1. Through a resolution or decision to dissolve the enterprise. The resolution or decision to dissolve the enterprise must include the following main contents:

a) Name and registered office address of the enterprise;

b) Reasons for dissolution;

c) The timeframe and procedures for contract liquidation and payment of the company's debts;

d) Proposed solutions for handling obligations arising from employment contracts;

d) Full name and signature of the owner of the private enterprise, the owner of the company, the Chairman of the Board of Members, or the Chairman of the Board of Directors;

2. The owner of a private enterprise, the Board of Members or the owner of a company, or the Board of Directors shall directly organize the liquidation of the enterprise's assets, except in cases where the company's charter stipulates the establishment of a separate liquidation organization;

3. Within 07 working days from the date of adoption, the resolution, dissolution decision, and meeting minutes must be sent to the Business Registration Authority, the tax authority, and the employees of the enterprise. The resolution and dissolution decision must be published on the National Business Registration Portal and publicly displayed at the head office, branches, and representative offices of the enterprise.

If a business still has outstanding financial obligations, it must send the dissolution resolution or decision and the debt settlement plan to all creditors and other parties with related rights, obligations, and interests. The debt settlement plan must include the names and addresses of the creditors; the amount of debt, the deadline, location, and method of payment; and the manner and timeframe for resolving creditor complaints.

4. The business registration authority must notify the status of a business undergoing dissolution procedures on the National Business Registration Portal immediately after receiving the business's resolution or decision on dissolution. The notification must include the resolution or decision on dissolution and the debt settlement plan (if any).

5. The company's debts are paid in the following order of priority:

a) Outstanding wages, severance pay, social insurance, health insurance, unemployment insurance as prescribed by law, and other employee benefits as stipulated in collective bargaining agreements and signed employment contracts;

b) Tax debt;

c) Other debts;

6. After paying the business dissolution costs and debts, the remaining amount is divided among the private business owner, members, shareholders, or company owners in proportion to their ownership of capital contributions or shares;

7. The legal representative of the enterprise shall submit the enterprise dissolution dossier to the Business Registration Authority 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 stipulated in Clause 3 of this Article, if no opinion on the dissolution is received from the enterprise or no written objection from a related party is received, 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 Database on Enterprise Registration;

9. The government shall prescribe detailed regulations on the procedures for dissolving a business.

Article 209. Dissolution of enterprises in case of revocation of the Certificate of Business Registration or by court decision.

The dissolution of a business in cases where the business registration certificate is revoked or by court order is carried out according to the following procedures:

1. The business registration authority must notify the status of a business undergoing dissolution procedures on the National Business Registration Portal simultaneously with the issuance of a decision to revoke the business registration certificate or immediately after receiving a legally effective dissolution decision from the Court. The notification must include the decision to revoke the business registration certificate or the legally effective court decision;

2. Within 10 days of receiving the decision to revoke the Business Registration Certificate or a 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 Business Registration Certificate or the legally effective court decision must be sent to the Business Registration Authority, the tax authority, the employees of the enterprise, and must be publicly posted at the enterprise's head office, branches, and representative offices. In cases where the law requires publication in a newspaper, the resolution or dissolution decision must be published in at least one print or online newspaper for three consecutive issues.

If a business still has outstanding financial obligations, it must simultaneously send the resolution or decision on the dissolution of the business, along with the debt settlement plan, to creditors and other parties with related rights and obligations. The notice must include the name and address of the creditor; the amount of debt, the deadline, location, and method of payment; and the manner and timeframe for resolving creditor complaints.

3. The payment of the enterprise's debts shall be made 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 Authority within 05 working days from the date of full payment of the enterprise's debts;

5. After a period of 180 days from the date of notification of the ongoing dissolution process as stipulated in Clause 1 of this Article, without receiving any written objection from a 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 Database on Business Registration;

6. The relevant company managers shall be held personally liable for damages resulting from the failure to comply with or improper compliance with the provisions of this Article.

Article 210. Documents for the dissolution of an enterprise

1. The business dissolution file includes the following documents:

a) Notification of business dissolution;

b) Report on the liquidation of the company's assets; a list of creditors and the amount of debt paid, including the full payment of tax debts and social insurance, health insurance, and unemployment insurance contributions for employees after the decision to dissolve the company (if any).

2. Members of the board of directors of a joint-stock company, members of the board of members of a limited liability company, company owners, owners of private enterprises, directors or general directors, partners, and legal representatives of enterprises are responsible for the truthfulness and accuracy of the enterprise dissolution documents.

3. In cases where the dissolution documents are inaccurate or forged, the persons specified in Clause 2 of this Article shall be jointly liable for the payment of outstanding employee benefits, unpaid taxes, and other unpaid debts, and shall be held personally liable before the law for any consequences arising within 05 years from the date of submitting the business dissolution documents to the Business Registration Authority.

Article 211. Activities prohibited from the date of dissolution.

1. From the date of the decision to dissolve the business, the business and its managers are strictly prohibited from carrying out the following activities:

a) Concealing or disposing of assets;

b) Waiving or reducing the right to claim a debt;

c) Convert unsecured debts into secured debts using the company's assets;

d) Signing new contracts, except for those related to the dissolution of a business;

d) Pledging, mortgaging, gifting, or leasing property;

e) Termination of a contract that has already come into effect;

g) Mobilizing capital in all forms.

2. Depending on the nature and severity of the violation, individuals who violate the provisions of Clause 1 of this Article may be subject to administrative penalties or criminal prosecution; if damage is caused, they must provide compensation.

Article 212. Revocation of Business Registration Certificate

1. A business's Certificate of Business Registration will be revoked in the following cases:

a) The information declared in the business registration application is fraudulent;

b) Enterprises established by persons prohibited from establishing enterprises as stipulated in Clause 2, Article 17 of this Law;

c) The business ceases operations for one year without notifying the Business Registration Authority and the tax authorities;

d) The enterprise fails to submit the report as prescribed in point c, clause 1, Article 216 of this Law to the Business Registration Authority within 06 months from the deadline for submitting the report or from the date of a written request;

d) Other cases as decided by the Court, or at the request of a competent authority as prescribed by law.

2. The government shall prescribe the procedures for revoking the Certificate of Business Registration.

Article 213. Termination of operations of branches, representative offices, and business locations.

1. Branches, representative offices, and business locations of enterprises may cease operations by decision of the enterprise itself or by decision of a competent state agency to revoke the Certificate of Registration of the branch or representative office.

2. The legal representative of the enterprise and the head of the branch or representative office whose operations are terminated shall be jointly responsible for the truthfulness and accuracy of the documents related to the termination of operations of the branch, representative office, or business location.

3. Enterprises with branches that have ceased operations are responsible for fulfilling contracts, paying debts, including tax debts of the branch, and continuing to employ or settle all legal rights of employees who worked at the branch in accordance with the law.

4. The Government shall detail this Article.

Article 214. Business Bankruptcy

Business bankruptcy is carried out in accordance with the provisions of bankruptcy law.

Chapter X

TERMS ENFORCEMENT

Article 215. Responsibilities of State Management Agencies

1. The government exercises unified state management over enterprises.

2. Ministries and ministerial-level agencies are responsible to the Government for the implementation of their assigned tasks in state management of enterprises.

3. The People's Committee at the provincial level exercises state management over enterprises within its local jurisdiction.

4. Ministries, ministerial-level agencies and relevant agencies, and provincial People's Committees, within the scope of their assigned tasks and powers, are responsible for establishing connections, interoperability, and information sharing with the National Database on Business Registration regarding the following information:

a) Information on business licenses, certificates of eligibility for business operations, professional certificates, certificates or documents approving business conditions issued to the enterprise, and decisions on penalties for administrative violations committed by the enterprise;

b) Information on the business's operations and tax payments from tax reports and financial statements;

c) Coordinate and share information on business operations to enhance the effectiveness of state management.

5. The Government shall detail this Article.

Article 216. Business Registration Authority

1. The business registration authority has the following duties and powers:

a) Handling business registration and issuing business registration certificates in accordance with the law;

b) Coordinate the development and management of the National Information System on Business Registration; publicly disclose and provide information to state agencies, organizations, and individuals upon request in accordance with the law;

c) Require businesses to report on their compliance with the provisions of this Law when deemed necessary; urge businesses to fulfill their reporting obligations;

d) Directly or request competent state agencies to inspect and supervise the enterprise according to the contents of the enterprise registration dossier;

d) Be responsible for the validity of the business registration documents, but not for violations committed by the business before and after registration;

e) Handling violations of the law on business registration; revoking the Business Registration Certificate and requiring the business to carry out dissolution procedures in accordance with the provisions of this Law;

g) Other duties and powers as prescribed by this Law and other relevant laws.

2. The government regulates the organizational system of the Business Registration Agency.

Article 217. Terms enforcement

1. This Law takes effect on January 01, 01.

2. The Enterprise Law No. 68/2014/QH13 shall cease to be in effect from the date this Law comes into force.

3. Replace the phrase “state-owned enterprise” with the phrase “enterprise wholly owned by the State” as stipulated in point m, clause 1, Article 35 and point k, clause 1, Article 37 of the State Budget Law No. 83/2015/QH13; point a, clause 3, Article 23 of the Irrigation Law No. 08/2017/QH14, as amended and supplemented by Law No. 35/2018/QH14; and 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 Support Tools No. 14/2017/QH14, as amended and supplemented by Law No. 50/2019/QH14; Article 19 of the Law on Whistleblowing No. 25/2018/QH14; Articles 3, 20, 30, 34, 39 and 61 of the Law on Prevention and Combat of Corruption No. 36/2018/QH14.

4. The government regulates the registration and operation of household businesses.

5. Based on the provisions of this Law, the Government shall provide detailed regulations on the organization, management, and operation of state-owned enterprises that directly serve national defense and security or combine economic activities with national defense and security.

Article 218. Transitional provisions

1. Companies without shares or capital contributions held by the State that made 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 the cross-ownership ratio.

2. Individuals who are business managers, auditors, and authorized representatives but do not meet the standards and conditions stipulated 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 may continue to perform their duties until the end of their term.

This law was passed by the 6th National Assembly of the Socialist Republic of Vietnam at its 9th session on June 17, 2020.

CHAIRMAN OF THE NATIONAL ASSEMBLY

 

 

Nguyen Thi Kim Ngan