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



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Each Indemnified Person under this Article 54 will, promptly after the receipt of notice of the commencement of any action, investigation, claim or other proceeding against such Indemnified Person in respect of which indemnity may be sought from an Indemnifying Shareholder under this Article 54, notify the Indemnifying Shareholder in writing of the commencement thereof. The omission of any Indemnified Person to so notify the Indemnifying Shareholder of any such action shall not relieve the Indemnifying Shareholder from any liability which it may have to such Indemnified Person.


  1. DISPUTE RESOLUTIONS
  1. Dispute resolutions

Any dispute, controversy or claim arising out of or relating to the Charter shall be firstly resolved by amicable negotiation and conciliation between the parties in dispute. If no agreement in respect of the dispute, controversy or claim has been reached via such amicable negotiation and conciliation, such dispute, controversy and/or claim shall be finally settled by the Vietnam International Arbitration Centre (VIAC) at the Vietnam Chamber of Commerce and Industry in accordance with its Rules of Arbitration. The language to be used in the arbitration proceedings shall be English. The arbitral award shall be final and binding upon the relevant parties.

  1. MISCELLANEOUS
  1. Validity of the Charter

This Charter shall become effective from the date of the Investment Certificate by the Licensing Authority. 
  1. Severability

If any of the provisions of this Agreement becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired.
  1. Amendment and supplementation of the Charter

Any amendment or supplementation of the Charter shall be valid if it has been passed lawfully by the Shareholder Meeting and made in writing.

  1. Rights Cumulative

Except as expressly provided to the contrary, the rights and remedies stipulated in this Charter are cumulative and not exclusive of any rights and remedies provided by the Law.

  1. Language and Counterparts


The Charter is written in 5 Vietnamese originals and 5 English originals of the same validity. Each Founding Shareholder keep 1 orginal English and 1 original in Vietnamese. 1 original shall be kept at the Head Office and the last one shall be submitted to the Licensing Authority. In event of any discrepancy between the 2 originals, the English original shall prevail.

IN WITNESS WHEREOF, the Founding Shareholders have signed and sealed this Charter, and/or caused this Charter signed and sealed by their authorised representatives on the date as set forth under their respective signatures hereunder.

For ___ (as Founding Shareholder)

_______________________________

Name: ___

Title: ___

Date: __________________________



For ___ (as Founding Shareholder)

_________________________________

Name: ___

Tile: President

Date: ____________________________



___ (as Founding Shareholder)

_______________________________

Date: ____________________________



___ (as legal representative of ___)

_________________________________

Date: ____________________________


CHARTER OF ONE MEMBER LIMITED LIABILITY COMPANY


(ESTABLISHED BY A COMPANY/ ORGANISATION)
A/ BASIC INSTRUCTIONS :

 

According to Article 22 of the Law on Enterprises No. 60/2005/QH11, the Charter of One Member Limited Liability Company which is established by an organisation must have the following primary contents:



  1. Name; Address of head office, branch, representative office (if any).

  2. Scope of business.

  3. Charter capital.

  4. Full name, permanent address, nationality and other basic details of the Company Owner.

  5. Rights and obligations of Company Owner.

  6. Organizational and management structure.

  7. Legal representative of Company.

  8. Regulations to approve Company’s decisions, principle to solve internal dispute.

  9. Basis and method to determine remuneration, salary and bonus for Company Manager, Inspector Board, and Inspectors.

  10. Principle of profit and loss distribution.

  11. Dissolvable cases, dissolution procedures and liquidation of the Assets of the Company.

  12. Regulations to amend and supplement to the Charter.

  13. Full name, signature of the representative, Company Owner, authorised representative.

  14. The Owner can state other contents into the Charter but there is not any contrary against the current laws.

 

B/ INSTRUCTION IN DETAILS:
CHARTER- TEMPLATE FORM
SOCIALIST REPUBLIC OF VIETNAM

Independence - Freedom – Happiness
___________________________
CHARTER

 …………………………… COMPANY LIMITED


Company Owner: (full name)……………………………………………………

Certificate of incorporation No. :…………………… issued on: …………………

Certificate of business registration No.:………………issued on …………….….

Head office’s address: ……………………………………………………………


Hereby, agree to sign herebelow for the establishment a LIMITED LIABILITY COMPANY (Hereinafter referred to as the “Company”) operating in accordance with the Law on Enterprises passed by National Assembly of Socialist Republic of Vietnam, Legislature XI on 29 November 2005 and the articles of this Charter.

 
CHAPTER I



GENERAL PROVISIONS
Article 1. Scope of responsibilities
Organisation (full name): …………………… is the Company Owner, the Company Owner shall be liable for all debts and other property obligations of the Company within the amount of the charter capital of the Company.
Article 2. Name of the Enterprise
- Name (in Vietnamese): Công ty TNHH …….……………………

- Transaction name (in popular foreign language): …………………….…

- Abbreviated name: ………………………………………………………......

 


Please refer to Articles 31, 32, 33 and 34 of the Enterprises Law

 

Article 3. Address of head office, branch and representative office
- Head office is located at Lot No. : ……………., Street: ………, IPZ/ EPZ: ……………, Ward: ……..............................................., District: …………………………, City/ Province: …………………..

- Branch is located at: ………………............, street:………………........, EPZ/IPZ…………….., Ward: …………………………………..., District: …… ……………………..…... City/ Province: ……………………..

- Representative office is located at No. : ………………………………..…, street:…………………, EPZ/ IPZ:……………………………........., Ward: ………………......., District:……...........…………….., City/ Province ………………………................................................................................

- Business location: ..............................................................................................




Please refer to Article 35 of the Enterprises Law


Article 4. Scope of business
…………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………….


Please refer to Article 7 of the Enterprises Law and List of Business Activities for Business Registration.

 

Article 5. Operation term

 

1. The Company’s term is: …………years since the date of establishment in accordance with the law.


2. The Company may be liquidated prior to the expiry of the operation term or extended for additional term by a decision of the Company Owner or regulations of the law.

 


Please refer to Articles 150, 151, 152, 153, 154, 155 and 157 of the Enterprises Law

 

Article 6. The legal representative of the Company

Mr./Mrs.: ………………………… Male/Female:…………………

Date of birth: …….. Ethnic group: ……. Nationality: ……………………..

ID card / Passport no.: ………… issued date: ……… by ……………………..

Permanent resident address: …………………………………………………

Current resident address: ……………………………………………………………………………

Title: ……………... (being the Director/ General Director or Chairperson of the Members’ Council)

CHAPTER II

CAPITAL AND COMPANY OWNER

 

Article 7. Charter capital


1.   All charter capital shall be distributed by the Company Owner.

2.    Charter capital of the Company is:……………….including:

    - Vietnam Dong: ………………………(In words :.......................)

    - Free exchange foreign currency :…………………(In words :..................)

    - Other assets: (type, quantity and value of each asset)

3.   Company Owner assures and takes responsible before law for the prices of all contributions in assets above (if any).

 

Please refer to Articles 18 and 30 of the Enterprises Law


Article 8. Increase and decrease of charter capital
1. One member limited liability Company shall not reduce its charter capital.

2. One member limited liability Company increases its charter capital by the Company Owner making additional investment or raising additional capital contributed by other people.

The Company Owner shall decide on the form of increase and the amount of increase of the charter capital. Where the charter capital is increased by raising additional capital contributed by other people, the Company must register to convert into a limited liability Company of two or more members within fifteen (15) days from the date the new member undertakes to contribute capital to the Company.

Article 9.  Rights of Company Owner.

 

Company Owner shall have the following rights:



a) To make decisions on the contents of the charter of the Company, amendments of and additions to the charter of the Company;

b) To make decisions on strategies for development and annual business plans of the Company;

c) To make decisions on the organizational and management structure of the Company, to appoint, remove or dismiss managerial positions of the Company;

d) To make decisions on investment projects valued at fifty (50) or more per cent of the total value of the assets recorded in the most recent financial statement of the Company (or a smaller percentage);

dd) To make decisions on plans of market development, marketing and technology;

e) To approve loan agreements and other contracts, as stipulated in the charter of the Company, valued at fifty (50) or more per cent of the total value of the assets recorded in the most recent financial statement of the Company (or a smaller percentage);

g) To make decisions on sale of assets valued at fifty (50) or more per cent of the total value of the assets recorded in the most recent financial statement of the Company (or a smaller percentage);

h) To make decisions on increases in the charter capital of the Company; on assignment of all or part of the charter capital of the Company to other organizations or individuals;

i) To make decisions on establishment of subsidiary companies or on capital contribution to other companies;

k) To organize supervision and assessment of the business operation of the Company;

l) To make decisions on the use of profits after discharge of tax obligations and other financial obligations of the Company;

m) To make decisions on re-organization or dissolution and request for bankruptcy of the Company;

n) To recover all of the value of assets of the Company after the Company completes dissolution or bankruptcy [procedures];

o) Other rights stipulated in this Law and the charter of the Company.


Article 10. Obligations and restrictions on rights of Company Owner
1. Company Owner shall have the followings obligations:

a) To contribute capital in full and on time as undertaken; in the case of failure to contribute capital in full and on time as undertaken, to be responsible for debts and other property obligations of the Company.

b) To comply with the charter of the Company.

c) To identify and separate assets of the Company Owner from assets of the Company.

d) To comply with the law on contracts and relevant legislation with respect to any purchase, sale, borrowing, lending, lease or rent and other transactions between the Company and the Company Owner.

e) To perform other obligations in accordance with this Law and the charter of the Company.


2. Restrictions on rights of Company Owners:

a) Company Owner may only withdraw capital by way of assignment of a part or all of the charter capital to other organizations and individuals; in the case of withdrawal of all or part of its contributed capital from the Company in another form, [the Company Owner] must be jointly liable for debts and other property obligations of the Company.

b) In the case of assignment of part of the charter capital to other organizations or individuals, the Company must register for conversion into a limited liability Company with two or more members within a period of fifteen (15) days from the date of assignment.

c) The Company Owner may not withdraw profits of the Company in cases where the Company has not paid in full all debts and other property obligations which become due.

 
CHAPTER III

ORGANIZATION AND MANAGEMENT STRUCTURE OF THE COMPANY


Article 11. Organization and Management Structure
Note: From this Article downwards the Enterprise only chooses one of the two followings organisation structure to prepare the charter: (It depends on the Enterprise’s selection on the organization and management structure of the Company).
+ Structure 1: Where at least two persons are appointed as authorized representatives, the organizational and management structure of the Company shall comprise Members’ Council, Director or General Director and Inspector(s); In this case, Members’ Council shall comprise all authorised representatives.
+ Structure 2: Where one person is appointed as the authorized representative, such person shall be the Chairman of the Company; in this case, the organizational and management structure of the Company shall comprise the Chairman of the Company, the Director or General Director and Inspectors.
* Note:

- If the organization structure of the Company has Members’ Council (Structure 1), this Charter shall not include Article 14.

- If the organization structure of the Company has only the Chairman (Structure 2), this Charter shall not include Article 12 and 13.

Article 12.  Members’ Council
1. The Members’ Council shall, in the name of the Company Owner, organize the implementation of rights and obligations of the Company Owner; shall have the right to implement rights and obligations of the Company in the name of the Company; shall be responsible before the law and to the Company Owner for the implementation of delegated rights and obligations in accordance with the Law on Enterprise and relevant legislation.

2. The specific rights, obligations, duties and working regime of the Members’ Council in respect of the Company Owner shall be as stipulated in the charter of the Company and relevant legislation.

3. The Company Owner shall appoint the Chairman of the Members’ Council. The term of office, powers and duties of the Chairman of the Members’ Council shall be as stipulated in article 13 and other relevant provisions of the Law on Enterprise.

4. The authority and methods to convene meetings of the Members’ Council shall be as stipulated in Article 50 of the Law on Enterprise.

5. A meeting of the Members’ Council shall be conducted where there are at least two thirds of the members attending. Where it is not stipulated in the charter of the Company, each member shall have an equal vote. The Members’ Council may pass a resolution by way of collection of written opinions.

6. A resolution of the Members’ Council shall be passed when approved by over a half of the attending members.

7. All meetings of the Members’ Council must be recorded in the book of minutes.

Article 13. Chairman of the Member Council
1. Company Owner appoints the Chairman of the Members’ Council.

2. Chairman of the Members’ Council shall have the following rights and duties:

a) To prepare or to organize the preparation of working programs and plans of the

Members’ Council;

b) To prepare or to organize the preparation of programs, agenda10 and documents for meetings of the Members’ Council or for collecting opinions of members;

c) To convene and preside over meetings of the Members’ Council or to organize the collection of opinions of members;

d) To supervise or to organize the supervision of the implementation of decisions of the Members’ Council;

dd) To sign decisions of the Members’ Council on behalf of the Members’ Council;

e) Other rights and duties (if any): …………………………………………..

3. The term of the Chairman of the Members’ Council shall be …… years (but not exceed five years).

4. In his or her absence, the Chairman of the Members’ Council shall authorize a member in writing to perform the rights and obligations of the Chairman of the Members’ Council.

Article 14. Chairman of the Company
1. The Chairman of the Company shall, in the name of the Company Owner, organize the implementation of rights and obligations of the Company Owner; shall have the right to implement rights and obligations of the Company in the name of the Company; shall be responsible before the law and to the Company Owner for the implementation of delegated rights and obligations in accordance with Law on Enterprise and relevant legislation.

2. The specific rights, obligations, duties and working regime of the Chairman of the Company in respect of the Company Owner shall be as stipulated in the charter of the Company and relevant legislation.

3. A decision of the Chairman of the Company on the implementation of rights and obligations of the Company Owner shall take legal effect from the date of approval by the Company Owner.

Article 15. Director or General Director
1. The Members’ Council (or the Chairman of the Company) appoints or employs a Director or General Director for a term not exceeding five years to manage the day-to-day business operation of the Company. The Director or General Director is responsible before the law and to the Members’ Council (or to the Chairman of the Company) for the implementation of his or her rights and duties.

2. The Director or General Director shall have the following rights:

a) To organize the implementation of resolutions of the Members’ Council (or of the Chairman of the Company);

b) To make decisions on all matters relating to the day-to-day business operation of the Company;

c) To organize the implementation of the business plan and investment plan of the Company;

d) To issue the regulations on internal management of the Company;

dd) To appoint, remove or dismiss managerial positions in the Company, except for the positions falling within the authority of the Members’ Council (or of the Chairman of the Company);

e) To sign contracts in the name of the Company, except for cases falling within the authority of the Chairman of the Members’ Council (or of the Chairman of the Company);

g) To make recommendations with respect to the organizational structure of the Company;

h) To submit the final annual financial statements to the Members’ Council (or the Chairman of the Company);

i) To recommend the plan for use of profits or for dealing with losses in business;

k) To recruit employees;

l) Other rights stipulated in the charter of the Company and in the labour contract which the Director or General Director enters into with the Chairman of the Members’ Council or the Chairman of the Company.

3. A Director or General Director must meet the following criteria and conditions:

a) To have full capacity for civil acts and not to be prohibited from management of enterprises as stipulated in the Law on Enterprise;

b) Not to be a related person of a member of the Members’ Council or of the Chairman of the Company, of the person authorized to directly appoint the authorized representative or of the Chairman of the Company;

c) To have relevant professional qualifications and experience in business management or in the main lines of business of the Company or other criteria or conditions.


Article 16. Inspectors
1. The Company Owner appoints one to three inspectors for a term not exceeding three years. Inspectors shall be responsible before the law and to the Company Owner for the implementation of its rights and duties.

2. Inspectors shall have the following duties:

a) To check the lawfulness, honesty and care of the Members’ Council, the Chairman of the Company and the Director or General Director in organizing the implementation of Ownership rights and in managing the business of the Company;

b) To evaluate financial statements, reports on business situations, reports on assessment of management and other reports before submitting to the Company Owner or relevant State bodies; to submit evaluation reports to the Company Owner;

c) To make recommendations to the Company Owner on solutions for amendments of, additions to, the organizational and management structure and administration of the business of the Company;

d) Other duties as requested or decided by the Company Owner.

3. An inspector shall have the right to sight any document or paper of the Company at the head office or a branch or representative office of the Company. Members of the Members’ Council, the Chairman of the Company, the Director or General Director and other managers shall be obliged to provide in full and on time information on the implementation of ownership rights and on management, administration and the business of the Company at the request of an inspector.

4. Inspectors must meet the following criteria and conditions:

a) To have full capacity for civil acts and not to be prohibited from management of enterprises as stipulated in the Law on Enterprise;

b) Not to be a related person of a member of the Members’ Council, the Chairman of the Company, the Director or General Director or the person authorized to directly appoint an inspector;

c) To have professional qualifications or work experience in accounting and auditing or professional qualifications and practical experience in the main lines of business of the Company.

Article 17. Obligations of members of the Members’ Council (or the Chairman of the Company), Director or General Director and inspectors
1. Members of the Members’ Council, the Chairman of the Company, Director or General Director and inspectors shall have the following obligations:

a) To comply with the law, the charter of the Company and decisions of the Company Owner in the implementation of delegated rights and duties;

b) To perform delegated rights and duties honestly, diligently and to their best ability to ensure the maximum lawful interest of the Company and the Company Owner;

c) To be loyal to the interests of the Company and the Company Owner; Not to use information, know-how, business opportunities of the Company, or to abuse his or her position and power nor to use assets of the Company for the personal benefit of himself or herself or other organizations or individuals;

d) To notify the Company in a timely, complete and accurate manner of the enterprises of which he or she and his or her related person is the Owner or holds shares or a controlling share of capital contribution. This notice shall be displayed at the head office and branches of the Company;

dd) Other obligations stipulated by Law on Enterprise.

2. The Director or General Director shall not be entitled to any pay rise or bonus when the Company is unable to pay all of its due debts.

Article 18. Remuneration, salary and other benefits of managers of the Company and inspectors
1. Managers of the Company and inspectors shall be entitled to remuneration or salary and other benefits in accordance with the business results and efficiency of the Company.

2. The Company Owner shall decide on the rate of remuneration, salary and other benefits of members of the Members’ Council, the Chairman of the Company and inspectors. Remuneration, salary and other benefits of managers of the Company and inspectors shall be included in business expenses in accordance with provisions of the law on corporate income tax and other relevant legislation, and be recorded as a separate item in annual financial statements of the Company.



Article 19. Contracts and transactions of the Company with related persons
1. Contracts and transactions between a one member limited liability Company being an organization and the following subjects must be considered and voted upon by the Members’ Council or the Chairman of the Company, Director or General Director and inspectors on the principle of majority with one vote for each person:

a) The Company Owner and a related person of the Company Owner;

b) The authorized representative, the Director or General Director and inspectors;

c) A related person of the persons stipulated in sub-clause (b) of this clause;

d) Managers of the Company Owner, the person authorized to appoint such managers;

dd) A related person of the persons stipulated in sub-clause (d) of this clause.

- The legal representative of the Company must send to the Members’ Council or the Chairman of the Company, Director or General Director and inspectors; and at the same time, display at the head office and branches of the Company, the draft of such contract or contents of such transaction.

2. The contracts and transactions stipulated in clause 1 of this article may only be approved upon satisfaction of the following conditions:

a) The parties executing a contract or performing a transaction are independent legal entities with separate rights, obligations, assets and interests;

b) The price used in a contract or transaction is the market price at the time the contract is executed or the transaction is performed;

c) The Company Owner complies with the obligations stipulated in Article 10 of this Charter.

3. A contract or transaction shall be void and be dealt with in accordance with law if its execution or performance does not comply with clause 1 of this article. The legal representative of the Company and the parties to the contract must compensate for any damage arising and return to the Company any benefits gained from the implementation of such contract or transaction.



CHAPTER IV

FINANCIAL – ACCOUNTING AFFAIRS
Article 20. Fiscal year
1. The fiscal year of the Company shall commence on 1st of January and end on 31st of December of the calendar year annual.

2. The first fiscal year shall commence on date of business registration to 31st of December of the same year.


Article 21. Accounting books – Financial statements
1. The accounting books of the Company shall be opened and maintained according to the current regulations of laws.

2. At the end of each fiscal year, the Company shall complete the financial reports for submission to the Company Owner.

3. Within 90 days from the closing date of the fiscal year, the annual financial statements of the Company must be submitted to the Tax Authority, the competent Business Registration Authority and Statistical Authority.

CHAPTER V

ESTABLISHMENT, RE-ORGANIZATION AND DISSOLUTION
Article 22. Establishment
1. The Company shall be established when this Charter is approved by all Members and the business registration certificate is issued by the Business Registration Authority.

2. The expenses in connection with the establishment of the Company shall be recorded as expenses in the first fiscal year of the Company.

 

Article 23. Dissolution and Liquidation of the Assets of the Company
1. The Company shall be dissolved in the following cases:

a) At the expiry of the term stipulated in the Charter of the Company and no extension is made;

b) At the decision of the Company Owner;

c) The Certificate of business registration of the Company is revoked.

2. The Company shall only be allowed to be dissolved when it ensures to fulfill all debts and other property obligations.

 

CHAPTER VI



MISCELLANEOUS
Article 24. Validity of the Charter
This Charter shall become effective on the date of issuance of the Certificate of Business Registration by the Business Registration Authority (or the Certificate of Investment by the competent Authority).
Article 25. Final provision
1. All matters in connection to the operation of the Company which are not provided in this Charter shall be applied in accordance with the Law on Enterprise and the other relevant legal regulations.

2. In case this Charter has any illegal articles which will lead an illegal implementation, such articles shall not be implemented and considered to revise immediately by Company Owner.

3. If the Company wishes to amending and adding any content of this Charter, Company Owner shall decide such matters.

This Charter and all the Chapters and Articles thereof have already reviewed and signed by Company Owner.

The Charter comprises 06 chapters, 25 articles and is made in ….. originals having equal legal validity: 01 original for registering at the business registration authority (or Authority that grants the Investment Certificate), 01 original for filing at the head office of the Company, ….. originals for the each member of the members’ Council (or the Chairman of the Company)

All copies must be confirmed by the Company Owner.


             Date: …..……………..

(Signature of the authorised representative, legal representative of the Company)






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