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



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Rights of Ordinary Shareholders

Without prejudice to any other provisions of this Charter, an Ordinary Shareholder shall have the following rights:7


  1. to participate and discuss in all Shareholder Meeting and vote directly or via proxy, each Ordinary Share carries one vote;

  2. to receive dividends at the rate decided by the Shareholder Meeting;

  3. to be given priority in subscribing for new Shares offered for sales in proportion to his Ordinary Shares of the Company;

  4. to check, review and extract information from the list of Shareholders with voting rights and request for correction of any inaccurate information;

  5. to check, review and extract or copy the Charter, Minute Book and other resolutions of Shareholder Meeting;

  6. to receive part of the remaining property in proportion to his Shares in the Company when the Company is dissolved or bankrupted;

  7. to nominate Board Member and Supervisor. Each Ordinary Shareholder shall be entitled to nominate one Board Member and one Supervisor. To the fullest extent permitted by the Laws, a person who is nominated as a Board Member by a Shareholder may be nominated as other Board Members by other Shareholder however he shall not be nominated as Board Members by all Shareholders;8

  8. to review and extract the Minute Book, resolutions of the Board of Management, periodical and annual financial report in forms of accounting system of Vietnam and reports of Board of Supervision; and

  9. to request the Board of Supervision to examine specific issue in relation to the management and operation of the Company if necessary. The request must be in writing.

  10. To call for the Shareholder Meeting in any following cases:

  1. The Board of Management seriously violates the rights of Shareholders, duties of managers or makes decisions beyond its power; and

  2. The term of the Board of Management is expired more than 06 months and no election for the new Board of Management is held.

Such request must be made in writing enclosed with the documents, evidence proving the violations of the Board of Management, seriousness of the said violations and the defective decisions.
  1. Obligations of Ordinary Shareholders

Without prejudice to any other provisions of this Charter, an Ordinary Shareholder must:

    1. make full payment to the Company for the subscribed Shares within 90 (ninety) days from the issuance date of the Investment Certificate and be liable for debts and other liabilities of the Company to the extent of the paid-up Shares;

    2. not be entitled to withdraw the paid-up capital made in form of Ordinary Shares unless otherwise those Shares are bought back by the Company or transferred to another person. If the paid-up capital in form of Ordinary Shares is withdrawn partially or wholly by a Shareholder in contrary to this Article 9.1, Board Member and the Legal Representative of the Company shall be jointly liable to debts and other obligations of the Company to the extent of the revoked capital;

    3. comply with the Charter and internal rules of the Company;

    4. comply with the decisions of the Shareholder Meeting and the Board of Management;

    5. Comply with other obligations in accordance with the Laws and the Charter; and

    6. obtain prior approval from a Preference Shareholder in writing, for the following, before the resolution by the Shareholder Meeting ;


  1. amendment and/or repeal or alteration of the Company Charter;

  1. sale, lease, exchange, mortgage, pledge or any disposition in equivalent to [70]% or more of the total value of assets recorded in the latest financial report of the Company including the goodwill of the Company;

  2. incurring and creating indebtedness and issuance of new shares or securities;

  3. merger or consolidation of the Company with any other company, or acquisition of the shares or assets of another entity, or entering into a joint venture;

  4. investment of corporate funds in any other corporation or new business or for any purpose other than the primary purpose for which it was organized;

  5. filing of a petition for voluntary reorganization or suspension of payment of its obligations, or an application for the appointment of a receiver or trustee itself or for any part of its properties or an application for the liquidation or dissolution of the Company, or a partial suspension of business operation;

  6. appointment or removal of Board Member, Supervisor, and external auditors;

  7. approval of any sale or disposition of strategic assets or transfer of shares of any subsidiary (including a contribution to a joint venture).

  8. declaration of dividends;

  9. any action which is not in consonance with the declared economic policies of the Company;

  10. the creation of reserves;

  11. the modification or reversal of any decision made or taken by the Board of Directors; and

  12. the determination of the compensation of the Board of Directors.



  1. Ordinary Shares of Founding Shareholders

    1. Within 90 days from the issuance date of the Investment Certificate, the Company must send a notice of the Share payment to the Licensing Authority.

    2. The legal representative of the Company shall be individually liable for any damage to the Company if there is any delay in sending the notice, or inaccurate and dishonest notice.

    3. In case where a Founding Shareholder fails to make payment for his/her subscribed Shares, the unpaid Shares shall be:


  1. paid up by the other Founding Shareholders in proportion to their shareholding;

  2. paid up by the other Founding Shareholders; and

  3. paid up by other persons who are not Founding Shareholders. Those persons shall then become the Founding Shareholders of the Company. In this case, the Founding Shareholders who have not yet made payment of subscribed Shares are no longer Founding Shareholders.



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