Setting up a company in Vietnam

Charter In The Company In Viet Nam

Article 24 of the Law on Enterprises in Vietnam prescribes the guidelines that companies must observe while formulating their charter. The company charter assumes a pivotal role as a legal document that outlines the company's organizational structure, roles, and responsibilities. This document encapsulates the original charter presented during the registration of the enterprise and any subsequent revisions or additions made during its operation. It is a fundamental instrument that shapes the company’s legal identity and defines its obligations and liabilities

The main contents of the company charter are as follows:

Firstly, the company's name and the address of its head office, as well as the names and addresses of any branches or representative offices, if applicable, are included.

Secondly, the business lines of the company are specified.

Thirdly, for joint-stock companies, the charter capital, the total number of shares, the types of shares, and the par value of each type of share are outlined. For partnership and limited liability companies, the full name, address, and nationality of the partners, owner, members, and founding shareholders, as well as their capital contributions and value of capital contributions, are detailed.

Fourthly, the rights and obligations of members in partnership and limited liability companies and shareholders in joint-stock companies are specified.

Fifthly, the rights and obligations of shareholders, members of the Board of Directors, and the Board of Controllers are detailed.

Sixthly, the number, titles, rights, and obligations of legal representatives of the enterprise, as well as the allocation of their rights and obligations in cases where the company has more than one legal representative, are specified.

Seventhly, the procedures for passing the company's resolutions and the principles for resolving internal disputes are outlined.

Eighthly, the basis and methods of determining managers’ and controllers' salaries, wages, and bonuses are detailed.

Ninthly, cases in which members or shareholders have the right to require the company to repurchase capital contributions for limited liability companies or shares for joint-stock companies are specified.

Tenthly, the principles for profit distribution after tax and loss treatment in business are outlined.

Eleventhly, cases of dissolution, procedures for dissolution, and liquidation of the company's assets are specified.

Finally, the procedures for amending and supplementing the company charter are detailed.

When registering the enterprise, the company charter must include the full names and signatures of the partners in a partnership company, the company owner who is an individual, or the legal representative of the company owner who is an organization for a limited liability company with one member, members who are individuals and legal representatives or authorized representatives of members who are organizations for a limited liability company with two or more members and founding shareholders who are individuals and legal representatives or authorized representatives of founding shareholders who are organizations for a joint-stock company.

In the case of amending or supplementing the company charter, the full names and signatures of the chairman of the Council of Members for a partnership company and members of the Board of Directors or the Board of Controllers are required.

In summary, the company charter is a pivotal legal instrument that delineates a company's organizational structure and governing principles. The comprehensive information within the charter guarantees that the company follows the core tenets of accountability, transparency, and responsibility.

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