Article 177 of the Enterprise Law 2020 stipulates the concept of Partnership Company as follows:
“Article 177. Partnerships
1. A partnership is an enterprise in which:
a) There are at least 02 partners that are joint owners of the company and do business under the same name ((hereinafter referred to as “general partner”). There can be limited partners in addition to general partners;
b) A general partner shall be an individual whose liability for the company’s obligations is equal to all of his/her assets;
c) A limited partner can be an organization or an individual whose liability for the company’s debts is equal to the promised capital contribution.
2. A partnership has the status of a juridical person from the day on which the Certificate of Enterprise Registration is issued.
3. A partnership must not issue any kind of securities.”
1. Member and their property liability
A Partnership may be established between two individual general partners. The general partner has unlimited liability for the operations of the partnership.
Members of a partnership include general partners and capital contributors. In partnerships, members attach importance to the belief among members of the partners Capital-contributing members are only liable to the extent of the amount of capital contributed to the company, but general partners are liable with all their assets.
Also according to the provisions of the Enterprise Law 2020, general partners are entitled to run the company and hold important positions, while capital contributors only have basic rights such as enjoying profits, participating in meetings and voting. the decision… (According to articles 181, 184, and 187 of the Enterprise Law 2020).
The capital is built only by Capital-contributing members. Under the provisions of the current corporate law, the Freedom of Industry and Organizations shall decide on the specific charter capital level when registering the establishment of the company, except the industry that the law requires the minimum capital level when registering.
3.Which line of business should choose the form of partnership?
For a partnership, the law does not specify which line of business is allowed and not allowed to establish this type of company. The enterprise has the right to choose, however, based on the legal provisions on the working regulations of the partnership, we often encounter the partnership in reality, including the general partners who have specialized knowledge in specific industries and capital contributors are simply investors who open a company and enjoy profits.
However, the law also stipulates a number of industries that are required to establish a partnership such as Law firms, Notarization firms, Business accounting services,…
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