The memorandum and Articles of Association (Charter) for registration of company in Vietnam

The memorandum and Articles of Association (Charter) for registration of company in Vietnam

1. The memorandum and Articles of Association (charter) for registration of company includes the initial  memorandum and Articles of Association (charter) submitted upon company registration and revisions made during the operation.

2. Primary contents of the company”s  memorandum and Articles of Association (charter) for registration of company:

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.

3. The initial company”s The memorandum and Articles of Association (charter) for registration of company 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.

4. The revised company”s The memorandum and Articles of Association (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.

Sources:
- Vietnam Enterprise Law 2020

Related texts:
- Registration for setting up of a joint stock company in Vietnam, Click here
- Registration for setting up of a single member limited liability company (LLC) in Vietnam, Click here
- Registration for setting up of a multi member limited liability company (LLC) in Vietnam, Click here
- Cost of setting up a company in Vietnam, Click here

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