Charter of two or more members limited liability company charter of joint stock company table contents



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The Annual Financial Account shall include a report on the results of business operations, reflecting honestly and objectively the profit and loss situation of the Company in the fiscal year; a balance sheet showing honestly and objectively the operating state of the Company up to the date of the report; a cash flow statement; and an explanation of the Annual Financial Account.

  1. Information Release and Public Announcements


The Annual Financial Account and other supplementary documents must be publicized according to the regulations (if any) of the Licensing Authority and submitted to the tax authorities and Licensing Authority as requested by the Law.

  1. Auditing

    1. At the annual Shareholder Meeting, an independent auditing company authorized to legally operate in Vietnam will be appointed to perform the Company’s auditing activities for the next fiscal year in accordance with the terms and conditions agreed to by the Board of Management. Regarding the first fiscal year, the Board of Management shall assign an auditing company to carry out the Company’s auditing activities after the date of the Investment Certificate.

    2. The Company must prepare and submit the Annual Financial Account to the independent auditing company after the conclusion of the fiscal year.

    3. The Company’s independent auditing company shall examine, certify and report on the Annual Financial Account explaining the Company’s income and expenditure, generate an auditing report and present that report to the Board of Management within six months after the fiscal year closes.

    4. A copy of the auditing report must accompany each copy of the Company’s annual accounting reports.


  1. RE-ORGANIZATION AND DISSOLUTION
  1. Re-organization of Company


The procedures for division, separation, consolidation, merger and transformation of the Company shall follow the provisions of Law on Enterprises.
  1. Termination of Operations

The Company can dissolve or terminate its operations under the following conditions:

  1. Upon declaration of bankruptcy of the Company.

  2. The Company has less than three Shareholders for six consecutive months.

  3. The Shareholder Meeting decides to dissolve the Company.

  4. Upon decision of the relevant State Agencies to revoke the Investment Certificate by reason of serious violation of the Laws and/or stipulation of the Investment Certificate.

  1. Liquidation

    1. As soon as practicable following any termination event specified in Article 52, the Shareholder Meeting shall pass a resolution on dissolution of the Company. Such a decision shall include the reasons for the dissolution, the schedule and procedures of liquidation of contracts and repayment of debts of the Company and other terms to the extent required by the Laws.

    2. Within seven (7) days from the date of issuance, or such a longer period permitted by law, the resolution on dissolution shall be sent to the Licensing Authority (and/or the relevant business registration authority if required by law), all creditors, other interested parties and employees of the Company as well as posted at the Head Office and any branch office of the Company. Notice of dissolution will be published in the local newspaper if required by law.

    3. Promptly upon liquidation being directed in accordance with Article 49.1 hereof, the Board of Management shall appoint three members to a liquidation committee (hereinafter the “Liquidation Committee”).

    4. The Liquidation Committee shall have all such powers permitted by the Laws as are necessary for winding up the affairs of the Company and distributing its assets as economically as possible and, subject at all times to the requirements of the Laws, all such powers as the Board of Management may delegate to the Liquidation Committee.

    5. All reasonable fees and expenses incurred in the liquidation of the Company shall be borne by the Company in priority over all other liabilities of the Company. All other liabilities shall be paid in the following priority:


    1. Salaries and social and health insurance premiums in respect of its employees;

    2. Outstanding taxes payable to the State of Vietnam;

    3. Liquidation expenses;

    4. Loans made to the Company by unsecured creditors and secured creditors to the extent their loans are not satisfied out of the enforcement of their security and including payments made by guarantors in discharge of such loans;

    5. Other liabilities; and

    6. The remains after the payment of Items (a) to (e) above will be divided among Shareholders in accordance with Article 7.3(c).
    1. The Liquidation Committee has the responsibility to report to the business registration authorities on its day of establishment and the commencement day of operations. From that day, the Liquidation Committee will represent the Company in all matters relating to the liquidation of the Company before the Court and other administrative authorities.


  1. INDEMNIFICATION
  1. Indemnification

    1. In addition to all other sums due hereunder or provided for in this Charter, the Shareholder (the "Indemnifying Shareholder" for purposes of indemnification under Article 54.1) agrees to indemnify and hold harmless the Company and other Shareholder (each, an "Indemnified Person" for purposes of indemnification under Article 54.1) to the fullest extent permitted by the Law from and against all losses, claims, damages, expenses (including, without limitation, reasonable fees, disbursements and other charges of counsel) or other liabilities (collectively, "Liabilities") resulting from or arising out of any breach of any representation or warranty, covenant or agreement of the Indemnifying Shareholder in the Charter, or any legal, administrative or other actions, proceedings or investigations (whether formal or informal), or written threats thereof, based upon, relating to or arising out of the Charter or any transaction contemplated hereby or any Indemnified Shareholder's role therein or in any transaction contemplated hereby; provided, however, that the Indemnifying Shareholder shall not be liable under Article 54.1 to an Indemnified Person (i) for any amount paid in settlement of claims without the Indemnifying Shareholder's consent (which consent shall not be unreasonably withheld), (ii) to the extent that it is finally judicially determined that such Liabilities resulted primarily from the wilful misconduct or gross negligence of such Indemnified Person, or (iii) to the extent that it is finally judicially determined that such Liabilities resulted from the breach by such Indemnified Person of any representation, warranty, covenant or other agreement of such Indemnified Person contained in this Charter.




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