Slide Luật Doanh Nghiệp

Enterprise Law
Enterprises Organization
Lecturer: Tran Minh Tu


2022

1

▪ Grade proportions
▪ Final 50%
▪ Mid-term 30% multiple choice

Class Rules

▪ Progress 20% group (4-5) written paper
▪ Lecturer will pick randomly 3-4 groups to submit

▪ No attendance check

▪ Students are required to complete given assignments

Tran Minh Tu

University of Economics and Law – VNU HCMC


2022

2

Introduction
Recap
What have you learned in General
Theory of State & Law?

What have you known about a
‘juridical person’?
Tran Minh Tu

University of Economics and Law – VNU HCMC


2022

3

▪ Enterprise Law regulate a business entity called enterprise

Introduction

Tran Minh Tu

▪ Enterprises and juridical person
▪ Enterprise and companies

University of Economics and Law – VNU HCMC


2022

4

A comparision between a natural person and a enterprise

Tran Minh Tu

University of Economics and Law – VNU HCMC


2022

5

Outline of the course
▪ Forms of enterprises
▪ Ownership
▪ Structure and Management

Introduction

▪ Legal representative(s)

▪ Reorganization, business transactions
▪ Separation and Division
▪ Merge and Acquire
▪ Contracts

▪ Dissolution, bankruptcy

Tran Minh Tu

University of Economics and Law – VNU HCMC


2022

6

Legal documents
▪ Vietnamese Civil Code 2015

Introduction

▪ Vietnamese Law on Enterprises 2020
▪ Vietnamese Law on Bankruptcy 2014
and their following Decrees

Tran Minh Tu

University of Economics and Law – VNU HCMC


2022

7

In an enterprise

Who owns the enterprise?

The owner and the manager

How do we determine the owner?

How much authority does the manager have?

Tran Minh Tu

University of Economics and Law – VNU HCMC


2022

8

▪ Who can represent the enterprise in its course of
business?

Introduction

▪ Legal representative
▪ Remember: you are not making civil transactions with the
legal rep, you are engaging in a transaction with the
enterprise

Tran Minh Tu

University of Economics and Law – VNU HCMC

2022

9

Exercises

Mr. An wants to buy a large number of tables and chairs for
his office. He got an offer from the sales manager of the
office furniture and equipment company Luka (hereinafter
referred to as Luka). Mr. An ordered 500 swivel chairs; the
contract was signed on Jan 15, 2023 with Luka’s sales
manager. Upon receiving the goods, Mr. An noticed that the
swivel chair was not the same as the model he was offered
and complained to Luka. Luka’s legal officer told him that
the sales manager was not authorized to represent the
company to sign a sales contract with the customer.
Identify the legal issue and analyze it.

Tran Minh Tu

University of Economics and Law – VNU HCMC


2022

10

Enterprise establishment

▪ Are you eligible to establish an enterprise?

▪ What would your business be?

Introduction

▪ What are you selling?

▪ What form would your enterprise be?
▪ Where do you get your capital?
▪ Enterprise Registration Certificate (ERC)

Tran Minh Tu

University of Economics and Law – VNU HCMC


2022

11

Enterprise establishment

▪ Right to establish and manage an enterprise
▪ Individuals

Introduction

▪ Organizations

▪ What are the exceptions?

▪ Capital – Domestic, State, and Foreign
▪ What kind of assets can become capital?

Tran Minh Tu

University of Economics and Law – VNU HCMC


2022

12

Enterprise establishment

▪ Form of enterprise

Introduction

▪ By number of owners
▪ By liability
▪ By legal position

Tran Minh Tu

University of Economics and Law – VNU HCMC


2022

13

▪ Doanh nghiệp tư nhân
▪ Ownership: an individual

Sole
proprietorship

▪ Owner cannot be a general partner

▪ Capital
▪ The owner is the sole investor
▪ What if he/she wants to mobilize capital?

▪ Structure

Tran Minh Tu

University of Economics and Law – VNU HCMC


2022

14

Sole-proprietorship characteristics

▪ Unlimited liability

Sole
proprietorship

▪ Owner must be liable for the enterprise financial obligation with all
of their personal assets

▪ Is the owner exempted from the obligation to pay when he/she die?

▪ Legal status – NOT a juridical person
▪ The owner conducts business activities by his/her own name
▪ Sole-proprietorship cannot establish enterprise, buy stocks, or

Tran Minh Tu

University of Economics and Law – VNU HCMC


2022

15

▪ Structure
▪ Is not required a complex structure by the law
▪ ‘My business, my rule’

Sole
proprietorship

▪ Legal representative
▪ The owner can hire employees to work for them
(receptionists, accountants…); but do these employees
represent the sole-proprietorship?

▪ Only the owner can represent sole-proprietorship
▪ He/she can authorize another person to represent him/her
=> legal consequences?

Tran Minh Tu

University of Economics and Law – VNU HCMC


2022

16

▪ Handling ownership in specific situations
▪ Owner dies

Soleproprietorship

▪ The heirs of the owner inherit the sole-proprietorship
▪ Do the heirs of the owner inherit his debt?

▪ Owner is declared lost/limit legal capacity
▪ Legal representative
▪ Legal guardian

Tran Minh Tu

University of Economics and Law – VNU HCMC

2022

17

▪ Lease the sole-proprietorship
▪ Condition – lease contract

Sole
proprietorship

▪ Consequence – the owner keep his enterprise

▪ Sell the sole-proprietorship
▪ Condition – sale contract
▪ Consequence – the ownership changes

Tran Minh Tu

University of Economics and Law – VNU HCMC


▪ Source: Decree 01/2021/ND-CP
▪ A business household is registered by an individual or

Household
Business

household members and is responsible for all of their
assets for the household's business activities. In case

household members register a business household, one
member shall be authorized to act as the business
representative. The individual who registers the business
household, the person authorized by the household
members to act as the business household
representative, is the business household owner


▪ Is an economic unit with business functions
▪ The owner of a business household can be an individual
or the wall pellets family.

▪ Household business has 1 headquarter (can have as

Household
Business

many business locations as desire)

▪ The owner of a business household must bear
unlimited liability for all business activities of his/her
household, not limited to the scope of assets used in
business activities.

▪ Business households do not have legal status