Does a partnership company have legal status? When do members of a partnership company receive a certificate of capital contribution?

Does a partnership company have legal status?

Whether a partnership company has legal status, according to the provisions of Clause 2, Article 177 of the 2020 Enterprise Law as follows:

Partnership company

1. A partnership is an enterprise in which:

a) There must be at least 02 members who are joint owners of the company, doing business together under a common name (hereinafter referred to as general partners). In addition to general partners, the company may have additional capital contributing members;

b) General partners must be individuals, responsible with all their assets for the company’s obligations;

c) Capital contributing members are organizations and individuals and are only responsible for the company’s debts within the amount of capital committed to contribute to the company.

2. A partnership company has legal status from the date of issuance of the Business Registration Certificate.

3. Partnership companies are not allowed to issue any type of securities.

Thus, according to the above regulations, the partnership company has legal status from the date of issuance of the Business Registration Certificate.

When do members of a partnership receive a certificate of capital contribution?

For members of a partnership company to receive a certificate of capital contribution, according to the provisions of Clause 4, Article 178 of the 2020 Enterprise Law as follows:

Make capital contribution and issue capital contribution certificate

1. Partnership members and capital contributing members must contribute the committed capital amount in full and on time.

2. A general partner who fails to contribute the committed capital in full and on time, causing damage to the company, must be responsible for compensating the company for the damage.

3. In case a capital contributing member fails to contribute the committed capital amount in full and on time, the not yet fully contributed capital is considered that member’s debt to the company; In this case, the relevant capital contributing member may be expelled from the company according to the decision of the Board of Members.

4. At the time of contributing the full amount of committed capital, members will be issued a certificate of capital contribution. The capital contribution certificate must include the following main contents:

a) Name, business code, head office address of the company;

b) charter capital of the company;

c) Name, contact address, nationality, legal document number of the individual for individual members; name, business code or legal document number of the organization, head office address for organizational members; type of member;

d) Value of capital contribution and type of capital contribution assets of the member;

d) Number and date of issuance of capital contribution certificate;

e) Rights and obligations of the owner of the capital contribution certificate;

g) Full name, signature of the owner of the capital contribution certificate and of the general partners of the company.

5. In case the capital contribution certificate is lost, damaged or destroyed in another form, the member will be re-issued the capital contribution certificate by the company.

Thus, according to the above regulations, members of a partnership company receive a certificate of capital contribution at the time of contributing the full amount of capital as committed.

Can general partners of a partnership company conduct business in the company’s business lines and lines on behalf of the company?

Can general partners of a partnership company conduct business lines and lines of business on behalf of the company? following:

Rights and obligations of general partners

1. General partners have the following rights:

a) Participate in meetings, discuss and vote on company issues; Each general partner has one vote or another number of votes specified in the company’s Charter;

b) Conducting business in the name of the company in the company’s business lines; negotiate and sign contracts, transactions or covenants with the conditions that the partner considers most beneficial to the company;

c) Use the company’s assets to conduct business in the company’s business lines; In case you advance your money to do business for the company, you have the right to request the company to return both principal and interest at the market interest rate on the principal amount advanced;

d) Request the company to compensate for damage from business activities within the scope of assigned tasks if such damage is not caused by that member’s personal mistake;

d) Request the company and other partners to provide information about the company’s business situation; Check the company’s assets, accounting books and other documents when necessary;

e) Receive profits in proportion to the capital contribution ratio or according to the agreement stipulated in the company charter;

g) When the company dissolves or goes bankrupt, the remaining asset value will be divided in proportion to the capital contribution to the company if the company charter does not stipulate a different ratio;

h) In case a general partner dies, the member’s heirs are entitled to the value of the assets at the company after deducting the debts and other property obligations under that member’s responsibility. Heirs can become partners if approved by the Board of Members;

i) Other rights according to the provisions of this Law and the company’s Charter.

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Thus, according to the above regulations, general partners of a partnership company can conduct business in the name of the company in the company’s business lines.