TUTORIAL 4
Law on Enterprise
1. An individual can establish:
a. One private enterprise and business household
b. One private enterprise
c. Two private enterprise
d. None of the above
→ Article 188.3
2. Partnership member in partnership company can
a. Freely to transfer their capital
b. Not transfer their capital
c. Transfer their capital conditionally
→ Article 180.3 (if it is accepted by the other general
partners)
3. Which of the following entities does not have legal status
a. Ltd Company
b. Partnership
c. Private company
d. Shareholding company
→ Article 74 - Civil Code
4. Capital contributing member in a partnership company
a. Is entitled to attend all company’s meeting
b. Is liable for partnership’s debt within his contributed capital
c. Is entitled to manage the company
d. All of the above
→ Article 177.1.c & Article 187.2.a
5. A partnership is formed by:
a. At least 2 companies combined together
b. At least 2 individuals who are responsible for the company’s obligations
with all of their assets
c. At least 2 company’s members who are liable for the company’s
obligations with all of their assets
d. At least 2 company’s members who have limited liability for the
company’s obligation
→ Article 177.1 & Article 177.2
6. Are these statements T or F?
a. Household businesses and private enterprises are not commercial legal
persons
→ True
→ Không biết Article nào
b. A partnership member is not entitled to be the owner of another private
enterprise at the same time
→ False
→ A180.1
c. The owner of a private enterprise is not entitled to buy bonds of
another company
→ False
→ Không biết article nào
d. A partnership can have more than one legal representatives
→ True
→ Article 184.1
e. An individual wants to contribute his/ her assets to either the capital or
the business operation of a company must transfer the ownership of such
assets to the company
→ False
→ Article 35.4
f. A private enterprise can become one of the parties in a civil dispute
→ False
→ Article 190.3
7. Compare a partnership member and a private enterprise’s owner on terms
of their legal status, the rights and the obligations respectively
Private Company Partnership Company
- Owned by 1 individual - At least 2 partnership members +
- Unlimited liability with all assets other contributing members (if any)
- No legal status (because of no - Unlimited liability
supervision) - Have legal status
- No securities - No securities
- Owner: Have full power to manage - Restrictions:
the company + Not allowed to be partnership
- Owner’s restrictions: members of other companies, unless
+ Own only 1 private company agreed by other partnership members
+ Not allowed to be partnership + No allowed to be private company’s
member of another partnership owner, unless agreed by other
company, household business partnership members
+ Not buy share, contribute capital to + Not allowed to do business in same
other companies area on partnership company
8. Compare sole member Ltd company and private company
Không biết làm
9. Explain the procedure for sale of private enterprises
Không biết làm
10. A, B, C established a partnership X and all of them are partnership
members. After 1 year from the date of issue of BRC, A registered to establish a
private enterprise.
a. A’s act legal or not? Why? → Article 180.1
A’s act is unlawful, except having the agreement from B and C
b. Can B and C decide to terminate A’s partnership member status?
→ Article 185.3.b
B and C can terminate A’s partnership member status, if A established a private
enterprise without B and C’s agreement (violate regulation in Article 180.1)
c. Can A withdraw capital from partnership X? → Article 185.2
Yes, A can withdraw his capital if it is accepted by the Board of Partners (B and
C)
d. Can A use his money to buy shares from shareholding company Y?
→ Article 180.2
If shareholding company Y does business in the same business lines as company
X, A is not allowed to use his own money (in his own name), to buy shares from
company Y for personal gain.
11. Which type of enterprise is not entitled to be totally or partially divided?
a. A sole member limited liability company
b. A limited liability company with more than one member
c. A shareholding company
d. A partnership
→ Article 198 & Article 199
Explanation:
Total division: A = A+B+C (A: công ty mẹ, B và C: Công ty con)
Partial division: A = B + C (A: chết, B và C: 2 công ty khác nhau)
Merger and Acquisition: A + B = C (A và B: chết, C: công ty mới)
Consolidation: Cá lớn nuốt cá bé: A + B = A (B: chết, A: vẫn là công ty cũ
nhưng lớn hơn)