Company Law

1. What is the meaning of enterprises? Article 4, clause 7 Law on enterprises 2014

Article 4 Interpretation of terms
7. Enterprise means an organization having its own name, having assets and a transaction office,
and registered for establishment in accordance with law for trading purposes.

2. Basic concept of Law on enterprises Article 25, clause 1 Law on enterprises 2014
Article 25 Charter of company6
1. The charter of a company comprises the charter upon enterprise registration and the amended
charter during the course of operation. The charter of a company shall contain the following main
contents:
(a) Names and head office address of the company; names and addresses of branches and
representative offices (if any);
(b) Lines of business;
(c) Charter capital, total number of shares, classes of shares and par value of shares of each class
in the case of a shareholding company;
(d) Full names, addresses, nationalities and other basic characteristics of unlimited liability partners
in the case of a partnership; of the company owner or of members in the case of a limited liability
company; of founding shareholders in the case of a shareholding company; share of capital
contribution and its value for each member in the case of a limited liability company or a
partnership; number of shares, classes of shares, par value of shares of each class of founding
shareholders;
(dd) Rights and obligations of members in the case of a limited liability company or a partnership; of
shareholders in the case of a shareholding company;
(e) Organizational and managerial structure;
(g) Legal representative in the case of a limited liability company or a shareholding company;
(h) Procedures for passing decisions of the company; rules for resolution of internal disputes;
(i) Bases and methods of calculating remuneration, wages and bonuses of managers and
inspectors;
(k) Circumstances in which a member has the right to require the company to redeem its share of
capital contribution in the case of a limited liability company or its shares in the case of a
shareholding company;
(l) Rules for distribution of after-tax profit and dealing with losses in the business;
(m) Circumstances for dissolution, procedures for dissolution and procedures for liquidation of the
assets of the company;
(n) Procedures for amendments of or additions to the charter of the company.

3. How many representator of limited company? Article 13 clause 2 Law of Enterprises

2014
Article 13 Legal representatives of enterprises

2. Limited liability companies and shareholding companies may have one or more legal
representatives. The charter of a company shall specify the number, managerial positions and rights
and obligations of the legal representative(s) of the enterprise.

4. What is partnership business? Its advantages? Article 172, Law of enterprises 2014
Article 172 Partnerships
1. A partnership is an enterprise in which:
(a) There must be at least two members being co-owners of the company jointly conducting
business under one common name (hereinafter referred to as unlimited liability partners). In addition
to unlimited liability partners, the company may also have limited liability partners12;
(b) Unlimited liability partners must be individuals who shall be liable for the obligations of the
company to the extent of all of their assets;
(c) Limited liability partners shall only be liable for the debts of the company to the extent of the
amount of capital they have contributed to the company.
2. A partnership shall enjoy legal entity status as from the date of issuance of the enterprise
registration certificate.
3. Partnerships may not issue any type of securities.
Advantages of Partnership
Capital Due to the nature of the business, the partners will fund the business with start up capital.
This means that the more partners there are, the more money they can put into the business, which
will allow better flexibility and more potential for growth. It also means more potential profit, which
will be equally shared between the partners.
Flexibility A partnership is generally easier to form, manage and run. They are less strictly
regulated than companies, in terms of the laws governing the formation and because the partners
have the only say in the way the business is run (without interference by shareholders) they are far
more flexible in terms of management, as long as all the partners can agree.
Shared Responsibility Partners can share the responsibility of the running of the business. This
will allow them to make the most of their abilities. Rather than splitting the management and taking
an equal share of each business task, they might well split the work according to their skills. So if
one partner is good with figures, they might deal with the book keeping and accounts, while the
other partner might have a flare for sales and therefore be the main sales person for the business.
Decision Making Partners share the decision making and can help each other out when they need
to. More partners means more brains that can be picked for business ideas and for the solving of
problems that the business encounters.

5. What is the shareholding companies? Its advantages? Article 110 Law of Enterprises
2014
Article 110 Shareholding companies
1. A shareholding company is an enterprise in which:
(a) The charter capital is divided into equal portions called shares;
(b) Shareholders may be organizations or individuals; the minimum number of shareholders is three
and there is no restriction on the maximum number;

(c) Shareholders are liable for the debts and other property obligations of the enterprise to the
extent of the amount of capital contributed to the enterprise;
(d) Shareholders may freely assign their shares to other persons, except in the cases stipulated in
article 119.3 and article 126.1 of this Law.
2. A shareholding company has legal entity status from the date of issuance of the enterprise
registration certificate.
3. A shareholding company may issue all classes of shares to raise funds.

6. What is the nationality of an enterprise? Article 4, clause 20 Law of Enterprises 2005

Article 4 Interpretation of terms
20. Nationality of an enterprise means the nationality of a country or territory where such an
enterprise is established and registered.

7. What is the share of capital? Article 4, clause 21 Law of Enterprises 2014

Article 4 Interpretation of terms
21. Share of capital contribution means the total value of assets contributed or undertaken to be
contributed by a member to a limited liability company or partnership. Capital contribution ratio
means the ratio of the share of capital contribution of a member to the charter capital of the limited
liability company or the partnership.

8. Differences between private enterprises and one member limited liability company?
Private Enterprises

- Owned by an individual
- Enterprise owner is liable for all
activities of the enterprise with his
entire property

Private Enterprise shall not have

legal entity status
- There is no separation between the
company's assets and property of
the owner of private enterprises;
- Owner of private enterprise is, at
the same time, legal representative
of the company

One member limited liability company

- Owned by an organization or an
individual.
- The company owner shall be
liable for all debts and other
property obligations of the
company to the extent of the
committed contribution capital to
the company.
- LLC1 shall have legal entity status
from the date of issuance of the
Business Registration Certificate
- Separation between the company's
assets and property of the
company owner.
- Chairman of Members
Council/Company or Director or
General Director is legal
representative of the company

- Owner of private enterprise is

entitled to lease or sell his
business
- During operation, owner of
private enterprise has the right to
increase or reduce investment
capital to business operation of
enterprise.

- Company owner has the right to

assign all or part of charter capital
of the company to other
organizations or individuals
- Charter capital may be increased
but not decreased.

9. Differences between shares and stock in Joint stock company?

1. C phiu:
L giy chng nhn s tin nh u t ng gp vo cng ty pht hnh. C phiu l chng ch do
cng ty c phn pht hnh hoc bt ton ghi s xc nhn quyn s hu mt hoc mt s c ng
ca cng ty .
Ngui nm gi c phiu tr thnh c ng v ng thi l ch s hu ca cng ty pht hnh.
1. Stocks:
Is a certification of an amount that investors contributed to the issuer. The stock is a certificate
issued by the issued shares company, issued or book entries confirm ownership of one or several
shareholders of that company.
Person holds shares become shareholders and at the same time as the owner of the issuer.

2. C phn:
L phn vn nh nht ca cng ty c phn. Vn iu l ca cng ty c phn c chia thnh nhiu
phn bng nhau c gi l c phn.
Ngi" s hu c phn gi l c ng. C ng c th l c nhn hoc t chc. Ty theo loi c
phn h s hu m c th c tn gi khc nhau.
C phiu l chng ch do cng ty c phn pht hnh hoc bt ton ghi s hoc d liu in t xc
nhn quyn s hu mt hoc mt s c phn ca cng ty .
2. Shares:
Is the smallest capital of a joint stock company. The charter capital of a joint stock company is
divided into equal portions called shares.
Who "owns shares called shareholders. Shareholders may be individuals or organizations.
Depending on the type of shares they own which can have different names.
The stock is a certificate issued by the company of shares issued or book entry or electronic data
confirm ownership of one or a number of shares of that company.