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Vietnamese Business Law: Enterprise Establishment, Management, and Dissolution, Lecture notes of Law

Foreign Trade University Law

This document delves into the legal framework governing enterprise establishment, management, and dissolution in vietnam. It outlines the types of enterprises permitted, including limited liability companies, joint stock companies, partnerships, and sole proprietorships. The document also covers the rights and obligations of shareholders, members, and partners, as well as the roles and responsibilities of various governing bodies within these enterprises. Additionally, it addresses the regulations surrounding state-owned enterprises, including their establishment, capital structure, and governance.

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NATIONAL ASSEMBLY

-------

SOCIALIST REPUBLIC OF VIETNAM

Independence - Freedom - Happiness

---------------

No. 59/2020/QH14 Hanoi, June 17, 2020



LAW ON ENTERPRISES

Pursuant to the Constitution of the Socialist Republic of Vietnam;

The National Assembly promulgates the Law on Enterprises.

Chapter I

GENERAL PROVISIONS

Article 1. Scope

This Law provides for establishment, management, reorganization, dissolution and relevant

activities of enterprises, including limited liability companies, joint stock companies, partnerships

and sole proprietorships; groups of companies.

Article 2. Regulated entities

1. Enterprises.

2. Organizations and individuals relevant to establishment, management, reorganization, dissolution

and relevant activities of enterprises.

Article 3. Application of the Law on Enterprises and other laws

In case there are other laws that provide for establishment, management, reorganization, dissolution

and relevant activities of special enterprises, regulations of these laws shall apply.

Article 4. Definitions

For the purpose of this document, the terms below are construed as follows:

1. “copy” means a copy extracted from master register or a copy that has been certified by a

competent organization or compared to the original document.

2. “foreigner” means a person who has a foreign nationality according to his/her documents.

3. “shareholder” means the individual or organization that holds at least a share of a joint stock

company.

4. “founding shareholder” means a shareholder that holds at least an ordinary share and has his/her

signature in the list of shareholders that are also founder of the joint stock company.

5. “dividend” means a net profit on each share in cash or other assets.

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Download Vietnamese Business Law: Enterprise Establishment, Management, and Dissolution and more Lecture notes Law in PDF only on Docsity!

NATIONAL ASSEMBLY

SOCIALIST REPUBLIC OF VIETNAM

Independence - Freedom - Happiness --------------- No. 59/2020/QH14 Hanoi, June 17, 2020 LAW ON ENTERPRISES Pursuant to the Constitution of the Socialist Republic of Vietnam; The National Assembly promulgates the Law on Enterprises. Chapter I GENERAL PROVISIONS Article 1. Scope This Law provides for establishment, management, reorganization, dissolution and relevant activities of enterprises, including limited liability companies, joint stock companies, partnerships and sole proprietorships; groups of companies. Article 2. Regulated entities

Enterprises.
Organizations and individuals relevant to establishment, management, reorganization, dissolution and relevant activities of enterprises. Article 3. Application of the Law on Enterprises and other laws In case there are other laws that provide for establishment, management, reorganization, dissolution and relevant activities of special enterprises, regulations of these laws shall apply. Article 4. Definitions For the purpose of this document, the terms below are construed as follows:
“copy” means a copy extracted from master register or a copy that has been certified by a competent organization or compared to the original document.
“foreigner” means a person who has a foreign nationality according to his/her documents.
“shareholder” means the individual or organization that holds at least a share of a joint stock company.
“founding shareholder” means a shareholder that holds at least an ordinary share and has his/her signature in the list of shareholders that are also founder of the joint stock company.
“dividend” means a net profit on each share in cash or other assets.

A “company” can be a limited liability company, joint stock company or partnership.
A “limited liability company” can be a single-member limited liability company or multiple- member limited liability company.
“National Enterprise Registration Portal” means a web portal used for enterprise registration and access and publishing of enterprise registration.
“national enterprise registration database” means the collection of nationwide enterprise registration data.
“enterprise” means an organization that has a proper name, assets, premises, is established or registered in accordance with law for business purposes.
A “state-owned enterprise” means an enterprise more than 50% charter capital or voting shares of which is held by the State as prescribed in Article 88 of this Law.
A “Vietnamese enterprise” means an enterprise that is registered in accordance with Vietnam’s law and has its headquarters located within Vietnam.
“mailing address” means the address registered as the headquarters of an organization; the permanent residence, working place or another address of an individual that is registered as mailing address with an enterprise.
“market value” of a stake or share means the price at which the stake or share is traded on the market at the nearest time, the price agreed on by the buyer and the seller, or the price determined by a valuation organization.
“Certificate of Enterprise Registration” means a physical or electronic document bearing enterprise registration information provided for the enterprise by a business registration authority.
“legal documents” of an individual include the ID card (old or new format), passport and other legal personal identification documents.
“legal documents” of an enterprise include the Establishment Decision, Certificate of Enterprise Registration and equivalent documents.
“capital contribution” means the contribution of capital as charter capital to establish a new company or contribution of additional capital to an existing company.
“National Enterprise Registration Information System” includes the National Enterprise Registration Portal, national enterprise registration database, relevant databases and technical infrastructure.
“valid application” means an application that contains adequate documents specified in this Law and all the documents are completed as prescribed by law.
“business” or “business operation” means continuous execution of one, some or all stages including investment, manufacturing, sale or provision of services on the market for profit.

“reorganization” of an enterprise means the full division, partial division, consolidation, acquisition or conversion of an enterprise.
“foreign organization” means an organization established overseas under the foreign country’s laws.
“voting capital” means the stake or share that endows the holder the right to vote on the issues within the jurisdiction of the Board of Members or General Meeting of Shareholders.
“charter capital” means the total value of assets that have been contributed or promised by the members/partners/owners when the limited liability company or partnership is established; or the total of nominal values of the sold or subscribed shares when a joint stock company is established. Article 5. Protection of enterprises and their owners by the State
The State recognizes the long-term existence and development of the types of enterprises prescribed in this Law; ensures equality of enterprises before the law regardless of their types of business and economic sector; recognizes lawful profitability of business operation.
The State recognizes and protects the rights to ownership of assets, capital, income, other lawful rights and interests of enterprises and their owners.
Lawful assets and capital of enterprises and their owners shall not be nationalized or administratively confiscated. Unless strictly necessary, the State may purchase or requisition assets of enterprises, in which case these enterprises shall be paid or reimbursed for in accordance with regulations of law on purchase and requisitioning of assets and in a manner that ensures the enterprises’ interests and non-discrimination among the types of business. Article 6. Internal political organizations, socio-political organizations and employee representative organizations of enterprises
The internal political organization, socio-political organization and employee representative organization of an enterprise shall operate in accordance with the Constitution, the law and the enterprise’s charter.
Enterprises shall respect and not obstruct the establishment of internal political organizations, socio-political organizations and employee representative organizations; must not obstruct participation of their employees in such organizations. Article 7. Rights of enterprises Every enterprise has the right to:
Freely engage in any business line that is not banned by law.
Freely run the business and choose a type of business organization; choose business lines, area of operation and type of operation; change the scale of business and business lines.
Choose the method of mobilizing, distributing and using capital.
Freely find markets, customers and enter into contracts.

Export and import.
Hire employees in accordance with employment laws.
Apply technological advances to improve business efficiency; have intellectual property rights protected in accordance with intellectual property laws.
Acquire, use, dispose of their assets.
Reject unlawful requests for provision of resources from other organizations and individuals.
File complaints and participate in proceedings as prescribed by law.
Other rights prescribed by law. Article 8. Obligations of enterprises
Maintain the fulfillment of conditions for conducting restricted business lines and business lines restricted to foreign investors (hereinafter referred to as “restricted business lines”) prescribed by law throughout the course of business operation.
Apply for enterprise registration; register changes to enterprise registration information; publish information about the establishment and operation of the enterprise; submit reports and fulfill other obligations prescribed by this Law.
Take responsibility for the accuracy of information in the enterprise registration application and reports; promptly rectify incorrect information if found.
Organize accounting works; pay taxes and fulfill other financial obligations prescribed by law.
Protect lawful rights and interests of employees as prescribed by law; do not discriminate against or insult employees; do not mistreat or force employees to work; do not employ minors against the law; enable employees to improve their vocational skills through training; buy social insurance, unemployment insurance, health insurance and other insurance for employees as prescribed by law.
Other obligations prescribed by law. Article 9. Rights and obligations of enterprises providing public products and services An enterprise providing public products and services shall:
Have the rights and obligations specified in Article 7, Article 8 and relevant regulations of this Law.
Be reimbursed in accordance with bidding laws or collect payments as prescribed by competent authorities.
Have appropriate time to provide products/services to recoup investment and make reasonable profit.
Provide products/services with adequate quantity, good quality and on schedule at the prices imposed by competent authorities.

d) Votes, vote counting records, minutes of meetings of the Board of Members/Partners, General Meeting of Shareholders, Board of Directors; the enterprise’s decisions; dd) The prospectus for offering or listing securities; e) Reports of the Board of Controllers, verdicts of inspecting authorities and audit organizations; g) Accounting books, accounting records and annual financial statements.

The documents mentioned in Clause 1 of this Article shall be retained at the enterprise’s headquarters or another location specified in the enterprise’s charter for a period of time prescribed by law. Article 12. The enterprise’s legal representative
The enterprise’s legal representative is the person that, on behalf of the enterprise, exercises and performs the rights and obligations derived from the enterprise’s transactions, acts as the plaintiff, defendant or person with relevant interests and duties before in court, arbitration, and performs other rights and obligations prescribed by law.
A limited liability company or joint stock company may have one or more than one legal representative. The enterprise’s charter shall specify the quantity, position, rights and obligations of its legal representatives. In case there are more than one legal representative, the charter shall specify the rights and obligations of each of them. Otherwise, each of the legal representatives shall fully representative the enterprise and take joint responsibility for any damage to the enterprise as prescribed by civil laws and relevant laws.
An enterprise shall have at least one legal representative residing in Vietnam. Whenever this representative leaves Vietnam, he/she has to authorize another Vietnamese resident, in writing, to act as the legal representative, in which case the authorizing person is still responsible for the authorized person’s performance.
In case the authorizing person has not returned to Vietnam when the letter of authorization mentioned in (3) expires and does not have any further actions: a) In case the enterprise is a sole proprietorship, the authorized person shall continue acting as the enterprise’s legal representative until the authorizing person returns; b) In case the enterprise is a limited liability company, joint stock company or partnership, the authorized person shall continue acting as the enterprise’s legal representative until the authorizing person returns or until the enterprise’s owner, Board of Members/Partners or Board of Directors designates another legal representative.
In case the only legal representative of an enterprise she is not present in Vietnam for more than 30 days without authorizing another person to act as the enterprise’s legal representative, or is dead, missing, facing criminal prosecution, kept in temporary detention, serving an imprisonment sentence, serving an administrative penalty in a correctional institution or rehabilitation center, has limited legal capacity or is incapacitated, has difficulty controlling his/her own behaviors, is banned by the court from holding certain positions or doing certain works, the enterprise’s owner, Board of Members/Partners or Board of Directors shall appoint another legal representative, except for the cases specified in Clause 6 of this Article.

In a two-member limited liability company, if the member who is the company’s legal representative is dead, missing, facing criminal prosecution, kept in temporary detention, serving an imprisonment sentence, serving an administrative penalty in a correctional institution or rehabilitation center, making getaway; has limited legal capacity or is incapacitated, has difficulty controlling his/her own behaviors, is banned by the court from holding certain positions or doing certain works, the other member shall obviously assume the position of the company’s legal representative until the Board of Members issues a new decision on the company’s legal representative.
The court and other proceeding authorities are entitled to appoint the legal representative who participates in proceedings as prescribed by law. Article 13. Responsibilities of the enterprise’s legal representative
An enterprise’s legal representative shall: a) Exercise and perform his/her rights and obligations in an honest and prudent manner to protect the enterprise’s lawful interests; b) Be loyal to the enterprise’s interests; not abuse his/her power and position or use the enterprise’s information, secrets, business opportunities and assets for personal gain or serve any other organization’s or individual’s interests; c) Promptly and fully provide the enterprise with information about the enterprises that he/she or his/her related person owns or has shares/stakes in as prescribed in this Law.
The enterprise’s representative shall be personally responsible for any damage to the enterprise within the limits of responsibilities specified in Clause 1 of this Article. Article 14. Authorized representatives of the owner/members/partners/shareholders that are organizations
Authorized representatives of the owner/members/partners/shareholders that are organizations shall be authorized in writing by the owner/members/partners/shareholders in accordance with this Law.
Unless otherwise prescribed by the charter, the designation of the authorized representative shall comply with the following regulations: a) An organization that is a member of a multiple-member limited liability company and holds at least 35% of charter capital may designate up to 03 authorized representatives; b) An organization that is a shareholder of a joint stock company and holds at least 10% of ordinary shares may designate up to 03 authorized representatives.
In case the owner/members/partners/shareholders designate more than one authorized representative, the holding represented by each of them shall be specified. Otherwise, the total holding shall be equally divided among the authorized representatives.
The document designating the authorized representative shall be informed to the company, be effective on the date it is received by the company and contain the following information:

Doing business as an enterprise without applying for enterprise registration; carrying on busines operation after the Certificate of Enterprise Registration has been revoked or while the enterprise is being suspended.
Providing dishonest or incorrect information in the enterprise registration application or application for changes to enterprise registration information.
Declaring false charter capital; failure to contribute adequate charter capital as registered; deliberate contribution of assets with false value.
Engaging in banned business lines or business lines from which foreign investors are banned; engaging in restricted business lines without fulfillment of conditions or failure to maintain fulfillment of conditions during operation in restricted business lines.
Frauds, money laundering, terrorism financing. Chapter II ENTERPRISE ESTABLISHMENT Article 17. The rights to establish, contribute capital, buy shares/stakes and manage enterprises
Organizations and individuals have the right to establish and manage enterprises in Vietnam in accordance with this Law, except for the cases specified in Clause 2 of this Article.
The following organizations and individuals do not have the right to establish and manage enterprises in Vietnam: a) State authorities, People’s armed forces using state-owned assets to establish enterprises to serve their own interests; b) Officials and public employees defined by the Law on Officials and the Law on Public Employees; c) Commissioned officers, non-commissioned officers, career military personnel, military workers and public employees in agencies and units of Vietnam People’s Army; commissioned officers, non-commissioned officers and police workers in police authorities and units, except for those designated and authorized representatives to manage state-owned stakes in enterprises or to manage state-owned enterprises; d) Executive officers and managers of state-owned enterprises prescribed in Point a Clause 1 Article 88 of this Law, except those who are designated as authorized representatives to manage state- owned stakes in other enterprises; dd) Minors; people with limited legal capacity; incapacitated people; people having difficulties controlling their behaviors; organizations that are not juridical persons; e) People who are facing criminal prosecution, kept in temporary detention, serving an imprisonment sentence, serving an administrative penalty in a correctional institution or rehabilitation center, has limited legal capacity or is incapacitated, is not able to control his/her own

behaviors, is banned by the court from holding certain positions or doing certain works; other cases prescribed by the Law on Bankruptcy and the Anti-corruption Law. If requested by the business registration authority, the applicant shall submit the judicial records; g) Juridical persons that are banned from business operation or banned from certain fields as prescribed by the Criminal Code.

Organizations and individuals have the right to contribute capital, buy shares and stakes of joint stock companies, limited liability companies and partnerships in accordance with this Law, except: a) State authorities, People’s armed forces contributing state-owned assets to enterprises to serve their own interests; b) The entities that are not allowed to contribute capital to enterprises prescribed by the Law on Officials, the Law on Public Employees, and Anti-corruption Law.
The act of serving one’s own interests mentioned in Point a Clause 2 and Point a Clause 3 of this Article means the use of incomes from business operation, capital contribution, acquisition of shares/stakes for any of the following purposes: a) Any kind of distribution to some or all of the persons specified in Point b and Point c Clause 2 of this Article; b) Inclusion in the operating budget of the organization/unit against state budget laws; c) Establishment or contribution to an internal fund of the organization/unit. Article 18. Pre-registration contracts
The enterprise’s founder may sign contracts serving the establishment and operation of the enterprise before and during the process of enterprise registration.
When the Certificate of Enterprise Registration is granted, the enterprise shall continue exercising and performing the rights and obligations under the concluded contracts mentioned in Clause 1 of this Article, and the parties shall transfer the rights and obligations in accordance with the Civil Code, unless prescribed by the contracts.
IN case the Certificate of Enterprise Registration is not granted, the persons who conclude the contracts mentioned in Clause 1 of this Article are responsible for their execution. Any other participant in the establishment of the enterprise is also responsible for the execution of these contracts. Article 19. Application for registration of a sole proprietorship
The enterprise registration application form.
Copies of legal documents of the sole proprietorship’s owner. Article 20. Application for registration of a partnership
The enterprise registration application form.

The following information shall be provided in the enterprise registration application form:

The enterprise’s name;
The enterprise’s headquarters, phone number, fax number, email address (if any);
The enterprise’s business lines;
The charter capital (or investment capital if the enterprise is a sole proprietorship);
Types of shares, face value of each type and total authorized shares of each type if the enterprise is a joint stock company;
Tax registration information;
Expected quantity of employees;
Full name, signature, mailing address, nationality and legal documents of each partner (for partnerships) or the owner (for sole proprietorships);
Full name, signature, mailing address, nationality and legal documents of the legal representative (for limited liability companies and joint stock companies). Article 24. The company's charter.
The company's charter includes the initial charter submitted upon enterprise registration and revisions made during the operation.
Primary contents of the company's charter: a) The company’s name, addresses of the headquarters, branches and representative offices (if any); b) The company’s business lines; c) The charter capital; total quantity of shares, types of shares and face value of each type (for joint stock companies); d) Full name, mailing address, nationality of each partner (for partnerships), the owner and each member (for limited liability companies) or the founding shareholders (for joint stock companies). Stakes held by each member or partner (for limited liability companies and partnerships) and values thereof. Quantity of shares, types of shares and value of each type held by founding shareholders (for joint stock companies); dd) Rights and obligations of the members or partners (for limited liability companies and partnerships) or shareholders (for joint stock companies); e) The organizational structure; g) Quantity, titles, rights and obligations of each of the enterprise’s legal representatives; h) Method for ratifying the company’s decisions; rules for settlement of internal disputes;

i) Basis and method for determination of salaries and bonuses of the executives and controllers; k) Cases in which members/shareholders may request the company to repurchase their stakes/shares (For limited liability companies/joint stock companies); l) Rules for distribution of post-tax profits and settlement of business losses; m) Cases of dissolution; procedures for dissolution and liquidation of the company’s assets; m) Procedures for revising the company's charter.

The initial company's charter shall contain the full names and signatures of: a) For partnerships, the partners; b) For single-member limited liability companies, the owner that is an individual or the legal representative of the owner that is an organization; c) For multi-member limited liability companies, the members that are individuals or authorized representatives of members that are organizations; d) For joint stock companies, founding shareholders that are individuals and legal representatives or authorized representatives of founding shareholders that are organizations.
The revised company's charter shall contain the full names and signatures of: a) For partnerships, the President of the Partner Assembly; b) For single-member limited liability companies, the owner or the owner’s legal representative; c) For multi-member limited liability companies and joint stock companies, the legal representative. Article 25. List of members/partners of a limited liability company/partnership; list of founding shareholders and foreign shareholders of a joint stock company The List of members/partners of a limited liability company/partnership; the list of founding shareholders and foreign shareholders of a joint stock company shall contain:
Full names, signatures, nationalities, mailing addresses of members/partners/founding shareholders/foreign shareholders that are individuals;
Names, EID numbers, addresses of headquarters of members/partners/founding shareholders/foreign shareholders that are organizations;
Full names, signatures, nationalities, mailing addresses or legal representatives or authorized representatives of members/partners/founding shareholders/foreign shareholders that are organizations;
Stakes and values thereof, holdings, types, quantities and values of assets contributed as capital, capital contribution time of each member/partner (for limited liability companies and partnerships); types and quantities of shares, holdings, types, quantities and values of assets contributed as capital,

Article 28. Content of the Certificate of Enterprise Registration A Certificate of Enterprise Registration shall contain the following information:

The enterprise’s name and EID number;
The enterprise’s headquarters address;
Full name, signature, mailing address, nationality and legal document number of the legal representative (for limited liability companies and joint stock companies), each partner (for partnerships), the owner (for sole proprietorships). Full name, mailing address, nationality and legal document number of each member that is an individual; name, EID number and headquarters address of each member that is an organization (for limited liability companies);
The charter capital (or investment capital if the enterprise is a sole proprietorship). Article 29. Enterprise identification (EID) number
EID number is a serial number generated by the National Enterprise Registration Information System, issued to the enterprise when it is created and written on the Certificate of Enterprise Registration. Each enterprise shall have a sole EID number, which must not be issued to any other enterprise.
The EID number shall be used for paying taxes, following administrative procedures, exercising and performing other rights and obligations. Article 30. Registering revisions to the Certificate of Enterprise Registration
Revisions to any of the information specified in Article 28 of this Law on the Certificate of Enterprise Registration shall be registered by the enterprise with the business registration authority.
An application for revision shall be submitted within 10 days from day on which the change occurs.
Within 03 working days from the receipt of the application for revision, the business registration authority shall consider the validity of the application and decide whether to issue a new Certificate of Enterprise Registration. The business registration authority shall inform the applicant of necessary supplementation in writing if the application is invalid or inform the applicant and provide explanation if the application is rejected.
Procedures for registering revisions to the Certificate of Enterprise Registration under a court decision or arbitration award: a) The applicant shall submit the application for revision to the competent business registration authority within 15 days from the effective date of the court decision or arbitration award. The application shall include copies of the effective court decision or arbitration award; b) Within 03 working days from the receipt of the application, the business registration authority shall consider issuing a new Certificate of Enterprise Registration in accordance with the effective court decision or arbitration award. The business registration authority shall inform the applicant of necessary supplementation in writing if the application is invalid or inform the applicant and provide explanation if the application is rejected.

The Government shall provide for documentation and procedures for registering revisions to the Certificate of Enterprise Registration. Article 31. Notification of changes to enterprise registration information
The enterprise shall notify the business registration authority of any change to: a) The enterprise’s business lines; b) The founding shareholders and foreign shareholders (for joint stock companies, except listed companies); c) Other content of the enterprise registration application.
The enterprise shall notify a change to enterprise registration information within 10 days from its occurrence.
A joint stock company shall send a written notification to the business registration authority in charge of the area where the company is headquartered within 10 days from the occurrence of the change to foreign shareholders registered in the company’s shareholder register. Such a notification shall contain: a) The company’s name, EID number, headquarter address; b) For foreign shareholders who transfer their shares: Names and headquarter addresses of shareholders that are organizations; full names, nationalities, mailing addresses of shareholders that are individuals; quantities and types of shares they are holding; quantities and types of shares being transferred; c) For foreign shareholders who receive shares: Names and headquarter addresses of shareholders that are organizations; full names, nationalities, mailing addresses of shareholders that are individuals; quantities and types of shares being received; their holdings; d) Full names and signatures of the company’s legal representatives.
Within 03 working days from the receipt of the notification, the business registration authority shall consider its validity and decide whether to accept the change. The business registration authority shall inform the enterprise of necessary supplementation in writing if the application is invalid or inform the applicant and provide explanation if the change is not acceptable.
Procedures for notifying changes to enterprise registration information under a court decision or arbitration award: a) The organization or individual that requests to make the change (the requester) shall send a notification to the competent business registration authority within 10 days from the effective date of the court decision or arbitration award. The notification shall include copies of the effective court decision or arbitration award; b) Within 03 working days from the receipt of the notification, the business registration authority shall consider accepting the change in accordance with the effective court decision or arbitration award. The business registration authority shall inform the applicant of necessary supplementation

a) The company’s name and headquarters address; b) Full name, mailing address, legal document number of the contributor that is an individual; legal document number of the contributor that is an organization; c) Types and quantities of contributed assets; total value of contributed assets and the ratio of this value to the company’s charter capital; d) Date of transfer; signatures of the contributor or the contributor’s authorized representative and the company’s legal representative.

The contribution is considered complete once the lawful ownership of the assets has been transferred to the company.
Procedures for ownership transfer are exempt for assets serving business operation of the sole proprietorship’s owner.
Payment for transfer of shares/stakes, receipt of dividends of remittance of profits by foreign investors shall be carried out through accounts in accordance with foreign exchange laws, except for payment in assets and cashless payment. Article 36. Valuation of contributed assets
Contributed assets that are not VND, convertible foreign currencies or gold shall be valued by members/partners/shareholders or a valuation organization and expressed as VND.
Assets contributed upon establishment of an enterprise shall be valued by members/partners/founding shareholders by consensus or by a valuation organization. In the latter case, the value of contributed assets must be accepted by more than 50% of the members/partners/founding shareholders. In case a contributed asset is valued at a value higher than its actual value at contribution time (overvalued), the members/partners/founding shareholders shall jointly contribute an amount equal to the difference and are jointly responsible for the damage caused by the overvaluation.
Assets contributed during the operation shall be valued by the owner or the Board of Members/Partners (for limited liability companies and partnerships) or the Board of Directors (for joint stock companies) and the contributor or by a valuation organization. In the latter case, the value shall be accepted by the contributor and the owner, the Board of Members/Partners/Directors. In case a contributed asset is overvalued, the contributor, the owner and members of the Board of Members/Partners/Director shall jointly contribute an amount equal to the difference and are jointly responsible for the damage caused by the overvaluation. Article 37. Names of enterprises
The Vietnamese name of an enterprise shall contain two elements in order: a) The type of enterprise; b) The proper name.

The type of enterprise shall be “công ty trách nhiệm hữu hạn” or “công ty TNHH” for limited liability companies; “công ty cổ phần” or “công ty CP” for joint stock companies; “công ty hợp danh” or “công ty HD” for partnerships; “doanh nghiệp tư nhân”, “DNTN” or “doanh nghiệp TN” for sole proprietorships.
The proper name shall consist of letters in the Vietnamese alphabet, the letters F, J, Z, W, numbers and symbols.
The enterprise’s name shall be displayed at the headquarters, branches, representative offices and business locations of the enterprise and printed or written on transaction documents, records and printed materials published by the enterprise.
Pursuant to regulations of this Article, Articles 38, 39 and 41 of this Law, the business registration authority is entitled to refuse to register enterprise’s name. Article 38. Prohibited acts of naming enterprises
Use of any name that is identical or confusingly similar to another enterprise’s name that is registered in accordance with Article 41 of this Article.
Use of the name of a state authority, the People’s military unit, political organization, socio- political organization, socio-political-professional organization, social organization, social- professional organization as part or all of an enterprise’s name, unless it is accepted by that authority, unit or organization.
Use of words or symbols that against the country’s history, culture, ethical values and good traditions. Article 39. Enterprise’s name in foreign language and abbreviated name
The enterprise’s name in a foreign language is the name translated from the Vietnamese name into one of the Latin-based languages. The proper name of the enterprise’s may be kept unchanged or translated into the foreign language.
In case an enterprise’s name is in a foreign language, the text size of the foreign name shall be smaller than the Vietnamese name displayed at the enterprise’s headquarters, branches, representative offices and business locations and on the enterprise’s transaction documents, records and materials published by the enterprise.
The abbreviated name of an enterprise may be abbreviation of its Vietnamese name or foreign language name. Article 40. Names of branches, representative offices and business locations
The name of a branch, representative office or business location shall consist of letters in the Vietnamese alphabet, the letters F, J, Z, W, numbers and symbols.
The name of a branch, representative office or business location shall consist the enterprise’s name and the phrase “Chi nhánh”, “Văn phòng đại diện” or “Địa điểm kinh doanh” respectively.
The name of a branch, representative office or business location shall be displayed at the branch, representative office or business location. The name of an enterprise’s branch or representative

Vietnamese Business Law: Enterprise Establishment, Management, and Dissolution, Lecture notes of Law

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NATIONAL ASSEMBLY

SOCIALIST REPUBLIC OF VIETNAM