Article 140. Convening GMS 1. Board of Directors shall convene annual and ad hoc GMS. An ad hoc GMS shall be convened in the following cases: a) The meeting is necessary for the company’s interests; b) The quantity of remaining members of the Board of Directors and Board of Controllers is smaller than the minimum quantity prescribed by law; c) The meeting is requested by the shareholder or group of shareholders mentioned in Clause 2 Article 115 of this Law; d) The [...]
Article 135. Paying dividends 1. Dividends of preference shares shall be paid under the conditions applied thereto. 2. Dividends of ordinary shares shall be determined according to the realized net profit and the dividend payment from the company’s retained earnings. The joint stock company may only pay dividend of ordinary shares when the following conditions are fully satisfied: a) The company has fully its tax liabilities and other liabilities as prescribed by law; b) The company’s funds are contributed to and the previous [...]
Article 128. Private placement of bonds 1. The joint stock company that is not a public company may make sell bonds using private placement in accordance with this Law and relevant laws. Private placement of bonds by public companies and other organizations, and public offering of bonds shall comply with securities laws. 2. Private placement of bonds by a joint stock company that is not a public company means the offering of bonds without mass media to fewer than 100 [...]
Article 11. Document retention 1. An enterprise, depending on its type of business, shall retain the following documents: a) The charter, internal rules and regulations; the member/partner/shareholder register; b) The certificate of Industrial property rights; the certificate of registration of product/service quality; other licenses and certificates; c) Documents proving the enterprise’s ownership of its assets; d) Votes, vote counting records, minutes of meetings of the Board of Members/Partners, General Meeting of Shareholders, Board of Directors; the enterprise’s decisions; dd) The prospectus for offering or listing [...]
Article 10. Criteria, rights and obligations of social enterprises 1. A social enterprise shall: a) Be registered in accordance with this Law; b) Operate for the purposes of resolving social and environmental issues for public interests; c) Use at least 51% of the annual post-tax profit for re-investment to achieved registered targets. 2. In addition to the rights and obligations of an enterprise prescribed in this Law, a social enterprise also has the following rights and obligations: a) The owner or executive of a social [...]
Article 7. Rights of enterprises Every enterprise has the right to: 1. Freely engage in any business line that is not banned by law. 2. Freely run the business and choose a type of business organization; choose business lines, area of operation and type of operation; change the scale of business and business lines. 3. Choose the method of mobilizing, distributing and using capital. 4. Freely find markets, customers and enter into contracts. 5. Export and import. 6. Hire employees in accordance with employment laws. 7. Apply [...]
Article 4. Definitions For the purpose of this document, the terms below are construed as follows: 1. “copy” means a copy extracted from master register or a copy that has been certified by a competent organization or compared to the original document. 2. “foreigner” means a person who has a foreign nationality according to his/her documents. 3. “shareholder” means the individual or organization that holds at least a share of a joint stock company. 4. “founding shareholder” means a shareholder that holds at least [...]
Article 109. Periodic disclosure of information 1. The information shall be periodically posted on the websites of the company and the state ownership representative body: a) Basic information about the company and the company’s charter; b) Overall targets and specific targets in the annual business plan; c) The annual financial statement audited by an independent audit organization within 150 days after the end of the fiscal year and its summary (including the financial statement of the parent company and the consolidated financial statement [...]
Article 105. Rights the Board of Controllers The Board of Controllers has the rights to: 1. Participate in meetings of the Board of Members, official and unofficial discussions between the state ownership representative body with the Board of Members; question the Board of Members, its members, the company’s President and the Director/General Director about the plans, projects, development programs and other decisions in management and administration of the company. 2. Examine accounting books, reports, contracts, transactions and other documents of the company; [...]
Article 77. Obligations of the owner 1. Contribute charter capital fully and punctually. 2. Comply with the company’s charter. 3. Separate the company’s assets and the owner’s assets. The owner that is an individual shall separate expenses of himself/herself and his/her family and those of the company’s President, or General Director. 4. Comply with regulations of law on contracts and relevant laws while making purchases, sales, borrowing, lending, leasing, entering into contracts and conducting other transactions between the company and the company’s owner. 5. [...]
