(a) Law on Investment No. 59/2005/QH11 passed by the National Assembly on 29
(b) Law on Enterprises No. 60/2005/QH11 passed by the National Assembly on 29
(c) Decree 88/2006/NĐ-CP dated 29 August 2006 issued by the Government on
business registration; and
(d) Decree 108/2006/NĐ-CP dated 22 September 2006 issued by the Government
providing guidelines for implementation of a number of articles of the Law on
The below owner as stated at Article 5 of this Charter establishes a sole member limited
liability company (“Company”) under the laws of Vietnam whose Charter comprise
terms and conditions as follows:
Article 1. Definitions
In this Charter, the following terms or expressions written in capital shall have the
“Business means the State agency authorised to issue investment
Registration certificates in accordance with the Law on Investment and Law
Authority” on Enterprise as those laws may be amended or replaced from
time to time.
“Chairman” means the chairman of the Company, as stipulated in accordance
with Article 8 herein.
“Charter” means this charter of the Company, as signed by the Owner and
submitted to the Business Registration Authority.
“Charter Capital” means the capital invested by the Owner to the Company as
stated in Article 5 herein.
“Chief means the chief accountant of the Company, appointed by the
Accountant” General Director in accordance with Article 12 herein.
“General means the general director of the Company, as appointed by the
Director” Chairman in accordance with Article 9 herein.
“Investment means the investment certificate to be or as issued by the
Certificate” Business Registration Authority in respect of the Company under
the laws of Vietnam.
“Owner” means the owner of the Company, details of which are stated at
Article 4 herein.
“Vietnamese means any and all of the following: the Prime Minister, the
Authorities” Government of Vietnam, the Government's Office, the People's
Committees, the People's Courts, any Ministry, utility authority or
body, and any and all other committees, councils, agencies,
bodies or officers whose consent, approval, commitment,
involvement or consultation is required or desirable in the opinion
of the Company for any thing or matter referred to in or
contemplated by this Charter.
Article 2. The Company
2.1 The Company is established as a sole member limited liability company; the
Company Owner has liability with respect to the debts and any other liabilities
of the Company limited within the Charter Capital injected in the Company. The
Company shall have its legal entity status from the date of the Investment
2.2 The name of the Company is:
(i) In Vietnamese: ___
(ii) In English: ___
(iii) Transaction name: ___
(iv) Abbreviated name: ___
2.3 The head office of the Company shall be initially located at:
2.4 Subject to the business demand and the approval from the relevant authorities,
the Chairman shall decide to establish any branches and representative offices of
the Company in other provinces or cities.
Article 3. Scope of Business
3.1 The Company shall engage in the following business activities:
(i) General management consulting services; and
(ii) Production management consulting services.
3.2 The Chairman may decide to change or expand any lines of business of the
Company to the extent permitted by the laws and subject to the necessary
approval of the Business Registration Authority.
Article 4. The Owner
The owner: ___
Passport No.: ___
Resident address: ___
Current address: ___
Article 5. Charter Capital
5.1 The Charter Capital of the Company as of the date of its establishment is ___
5.2 The Company may increase its Charter Capital by way of the Owner injecting
additional capital, re-investing retained earnings, or mobilising capital
contribution from other organisations and/or individuals. In the case of
mobilising capital contribution from other organisations and/or individuals, the
Company must register with the relevant authorities for conversion into a multi-
member limited liability company within 15 (fifteen) days from the date the new
members undertake to contribute capital to the Company.
5.3 Unless permitted by law the Owner may not reduce its capital contribution and
accordingly reduce the Charter Capital. The Owner may reduce its capital
contribution only by the way of converting the Company into a multi-member
limited liability company or joint stock company and transfer a part of its capital
contribution to other organizations and/or individuals.
Article 6. Rights of Owner
The Owner, being an individual and sole owner of the Company, shall have the
following rights unless otherwise stipulated by law:
6.1 To decide the contents of the Charter, amendments and additions thereto.
6.2 To decide on the strategies for development and annual business plans of the
6.3 To decide the organizational and management structure of the Company, to
appoint, remove or dismiss General Director of the Company.
6.4 To make all decisions on investment projects.
6.5 To make decisions on plans for market development, marketing and technology.
6.6 To approve contracts, as stipulated in the Charter, valued at 50% (fifty per cent)
or more of the total value of the assets recorded in the latest financial statement
of the Company.
6.7 To make decisions on sale of assets valued at 50% (fifty percent) or more of the
total value of the assets recorded in the latest financial statement of the
6.8 To make decisions on increases in the Charter Capital of the Company and
assignment of all or part of the Charter Capital of the Company to other
organizations or individuals.
6.9 To make decisions on the establishment of subsidiary companies or on capital
contribution to other companies.
6.10 To organize, supervise and assess the business operation of the Company.
6.11 To decide on the use of profits after discharge of tax obligations and other
financial obligations of the Company.
6.12 To make decisions on the re-organization or dissolution of the Company and to
recover the assets of the Company after the completion of the dissolution.
6.13 Other rights and powers as provided by the laws.
Article 7. Organization Structure
The organizational and management structure of the Company shall be as follows:
(a) Chairman; and
(b) General Director
Whose rights and obligations are stipulated hereunder.
Article 8. The Chairman
8.1 The Owner of the Company shall concurrently be the Chairman of the
8.2 The Chairman of the Company may work concurrently or employs another
person as the General Director.
Article 9. General Director
9.1 The Chairman appoints or employs a General Director for a term of 3 years
to manage the day-to-day business operation of the Company. The General
Director is responsible before the laws and the Chairman for the exercise of
his/her rights and the performance of his/her duties. The Chairman may
concurrently hold the position of General Director.
9.2 Specific rights, obligations and duties of the General Director are provided
in Article 9 and 10 of this charter and the employment contract that the
General Director enters into with the Chairman of the Company.
9.3 The General Director is legal representative of the Company.
9.4 The General Director shall have the following rights:
(i) To organize the implementation of decision of the Chairman;
(ii) To make decisions on all matters relating to the day-to-day business
operation of the Company;
(iii) To organize the implementation of the business plan and investment
plan of the Company;
(iv) To issue the regulations on internal management of the Company;
(v) To appoint, remove or dismiss personnel in the Company with the
approval of the Chairman from time to time;
(vi) To sign contracts in the name of the Company except for those within
the authority of the Chairman;
(vii) To make recommendations with respect to the organizational
structure of the Company;
(viii) To submit the annual financial statements to the Chairman;
(ix) To recommend the plan for use of profits or for dealing with losses in
(x) To recruit employees; and
(xi) Other rights as authorised by the Owner.
9.5 The General Director must meet the following criteria and conditions:
(i) To have full capacity for civil acts and not to be prohibited from
management of enterprises;
(ii) To have relevant professional qualifications and experience in
business management or in the main lines of business of the
Article 10. Obligations of the General Director
10.1 The General Director shall have following obligations:
(i) To comply with the law, this Charter and decisions of the Owners in
the implementation of delegated rights and duties;
(ii) To perform delegated rights and duties honestly, diligently and in the
best manner to ensure the maximum lawful interest of the Company
and the Owner;
(iii) To be loyal to the interests of the Company and the Owner; Not to
use information, know-how, business opportunities of the Company,
or to abuse his/her position and power nor to use assets of the
Company for the personal benefit of himself/herself or other
organizations or individuals;
(iv) To notify the Company in a timely, complete and accurate manner of
the enterprises of which he/she and his/her related person is the
owner holds chares or controlling share of capital contribution. This
notice shall be displayed at the head office and branches of the
10.2 The General Director shall not be entitled to any pay raise or bonus when the
Company is unable to pay all of its due debts.
Article 11. Chief Accountant
11.1 The Company shall appoint a Chief Accountant with appropriate qualifications
and experience who shall be selected, appointed and dismissed by the General
11.2 The duties of the Chief Accountant shall be to:
(i) assist the General Director in managing the finance and accounts of the
Company and examine and sign the financial plans, credit plans and
accounts of the Company; and
(ii) prepare all financial and accounting records of the Company and keep
true and fair records and accounts of all financial receipts and payments
and other financial matters as provided in this Charter and ensure all
financial transactions of the Company are accurately and fully recorded
in the accounts.
Article 12. Remuneration of Management Personnel
12.1 The Owner shall determine and set forth salary, remuneration and other benefits
for the management personnel of the Company including General Director and
Chief Accountant based on their performance and business result of the
Company from time to time.
12.2 Salary, remuneration and other benefits of the management personnel shall be
accounted to the operation expenditures in accordance with the laws of Vietnam
and indicated in a separate item in annual financial statements of the Company.
Article 13. Records shall be retained by the Company
The Company shall retain the following documents:
(i) the Charter and all amendments thereto;
(ii) internal management rules of the Company;
(iii) relevant certificates necessary for the operation of the Company;
(iv) resolution of the company;
(v) documents and papers certifying ownerships of assets of the company;
(vi) conclusions of inspection bodies, conclusions of independent auditing
(vii) books of accounts, accounting records and financial statements; and
(viii) other documents as required by law or decision of the Owner.
The company is required to keep all the above documents at the head office, keeping
time period will be that stipulated by prevailing laws.
Article 14. Labour Policies
14.1 The Company shall employ such number of employees as shall be determined by
the General Director to be necessary to operate the business efficiently, effectively
and economically in the manner determined by the Owner.
14.2 All employees shall be required to have such a level of knowledge, qualification,
skill and experience as shall be, in the opinion of the General Director as the
case may be, appropriate to enable them to perform efficiently and effectively to
the satisfaction of the Company the duties and tasks they will be required to
14.3 Labour disputes shall be settled through direct negotiations between the
employees, their representatives (if any) and the Company in a spirit of goodwill,
on a reasonable basis and with respect for mutual rights.
Article 15. Contracts and transactions with related persons
15.1 Contracts and transactions between the Company and the Owner or related
person(s) of the Owner must be recorded and retained in separate files of the
15.2 For the purposes of Article 15.1 above, “related person(s)” means following
organization or persons:
(i) a manager of the subsidiary company of the Company;
(ii) a subsidiary company of the Company;
(iii) a Management Personnel of the Company or related person(s) of any
(iv) husband, wife, father, adopted father, mother, adopted mother, children,
adopted children of the Owner;
(v) an individual who is authorized to act as the representative of the persons
stated in (i), (ii), (iii) and (iv) of this Article;
(vi) an enterprise in which the persons as stipulated in (i), (ii), (iii), (iv) and
(v) of this Article holding shares to the level that they can control the
decision-making process of the management bodies of such enterprise;
(vii) any group of persons who agree to co-ordinate to take over shares of
capital contribution, shares or interests in the Company or control the
decision-making process of the Company.
15.3 The General Director must submit the draft of any contract or documents
containing particulars of the transaction to the Chairman and at the same time,
display the contract and documents at the head office of the Company.
15.4 The execution or performance of a contract or transaction in breach of this
Article shall be void. The General Director and parties to the contract and
transaction shall be liable for all damages arising from such breach.
Article 16. Fiscal year
The fiscal year of the Company shall commence from 1 January and end on 31
December of the same calendar year. The first fiscal year of the Company shall
commence on the date of the Investment Certificate and end on 31 December of the
same calendar year. The last fiscal year of the Company shall end on the date of
dissolution of the Company. The Chairman may change the fiscal year subject to any
approval by Vietnamese Authorities as long as required by the laws of Vietnam.
Article 17. Accounting System, Currency and Bank Accounts
17.1 The Company shall operate on the principal of financial autonomy and self-
balance of its revenue and expenditure, with a responsibility to maintain and
make best use of all sources of capital available to the Company.
17.2 The Company shall comply with all the provisions of the current laws and
regulations relating to accounting, statistics and charts of accounts.
17.3 Within forty-five (45) days from the end of the fiscal year, the Director must
complete all financial statements and send them to the Chairman for review.
17.4 The Company may open accounts in Vietnamese or foreign currency in an
allowable commercial bank as the Chairman may elect from time to time.
17.5 All transactions, payment, publication, advertisement of the Company will be in
17.6 The Company will use foreign currency in compliance with all current
regulations on foreign exchange management.
17.7 In case of foreign loan, the Company will register such loan with the State Bank
of Vietnam pursuant to the prevailing regulations.
Article 18. Profits, Profits Distribution and Dealing with Loss
18.1 Profits of the Company are calculated as per the relevant laws on tax and
accounting of Vietnam.
18.2 Profits can only be distributed to the Owner after the Company has completed
the relevant financial obligations to the Vietnamese Government.
18.3 Losses incurred by the Company shall be carried forward to the following years
in accordance with the Law on Corporate Income Tax. The time for loss carried
forward shall not exceed five years.
Article 19. Liquidation
19.1 This Charter shall be terminated and the Company will be dissolved upon the
occurrence of any one of the following events ("Liquidation Event"):
(i) the Owner decides to dissolve the Company; or
(ii) upon withdrawal of the Investment Certificate by the Business
19.2 As soon as practicable following a Liquidation Event, the Chairman passes a
decision on dissolution of the Company. Within seven (7) days from the date of
such resolution, the Chairman shall:
(i) send the decision on dissolution to the Business Registration Authority,
all creditors, other interested parties and employees of the Company, post
at the head office and any branch office of the Company, publish on local
newspaper if required by law; and
(ii) establish a liquidation committee in accordance with the laws of Vietnam
and this Charter.
19.3 The expenses of administering the liquidation shall be borne by the Company.
Assets of the Company shall be used to discharge its obligations subject to the
order stipulated by the current laws.
19.4 The liquidation committee shall have to fulfil its tasks within six (6) months
from the date of the decision on dissolution or such other period of time as
required by the law in force for the time being. The Chairman may extend the
duration of liquidation in exceptional circumstances and not contrary to
19.5 Within seven (7) days from the completion of liquidation, the liquidation
committee shall submit a liquidation report to the Chairman for further
submission to the Business Registration Authority together with the Investment
Certificate, the Company’s seal and other documents as may be required by the
19.6 After dissolution of the Company, its account books shall be kept by the Owner.
Article 20. General Matters
20.1 No amendment or variation of or supplement to this Charter shall be valid unless
it is in writing and approved by the Chairman and registered with the Business
20.2 No provision of this Charter will be considered waived unless the waiver is in
writing and signed legally by the Owner.
Article 21. Governing Law
This Charter shall be governed by and interpreted in accordance with the laws of Vietnam.
Article 22. Counterparts and Language
This Charter is executed in three (3) originals in each English and (3) originals in
Vietnamese with equal validity. In the event of any discrepancy between the two
languages, the Vietnamese version shall prevail to the extent of the discrepancy.
IN WITNESS WHEREOF this Charter has been executed on _______ November 2009.
The Owner of the Company Legal representative of the Company