May a Capital-Contributing Member of a Partnership Conduct Business in the Company’s Name?

Short answer: No. Point b, Clause 2, Article 187 of the Law on Enterprises 2020 (amended by Law No. 76/2025/QH15, effective 01/7/2025) provides that capital-contributing members may not participate in managing the company and may not conduct business in the company’s name.

What rights do capital-contributing members of a partnership have?

Under Clause 1, Article 187 of the Law on Enterprises 2020, capital-contributing members have the right to attend, discuss, and vote at the Members’ Council on amending the company Charter; amending the rights and obligations of capital-contributing members; reorganizing or dissolving the company, and other contents of the Charter. Capital-contributing members are entitled to annual profit distribution in proportion to their capital contribution ratio in the company’s charter capital.

What happens if a capital-contributing member fails to contribute the committed capital?

Under Clause 3, Article 178 of the Law on Enterprises 2020, where a capital-contributing member fails to fully and timely contribute the committed capital, the uncontributed amount is deemed a debt owed by that member to the company; the relevant capital-contributing member may be expelled from the company by decision of the Members’ Council.

If the partnership goes bankrupt, what do capital-contributing members get?

Capital-contributing members are liable for the company’s debts and other asset obligations only within the scope of their committed capital (Point a, Clause 2, Article 187). When a partnership goes bankrupt, after debts are paid, the remaining assets are distributed to members in proportion to their capital contributions.

Applicable legal basis

• Law on Enterprises 2020 (59/2020/QH14), amended by Law 76/2025/QH15: Articles 178, 187 (these articles are not within the scope amended by Law 76/2025).

Notes when applying current legal regulations

This article belongs to the Corporate & M&A Knowledge group and is presented for reference, helping readers understand the legal issue at an overview level before preparing dossiers or conducting transactions.

Legal regulations may change according to time, locality, dossier type, and specific circumstances. Where it is necessary to determine exactly the applicable legal basis for your dossier, you should contact the lawyers of ANT Legal at 0966.475.966 for verification and advice before proceeding.

Common risks to note

• Applying legal documents that have been amended, supplemented, or replaced.
• Preparing insufficient dossiers, documents, or evidence.
• Misunderstanding conditions, procedures, time limits, or competent authorities.
• Signing, submitting dossiers, or conducting transactions without fully assessing legal risks.

How can ANT Legal assist?

ANT Legal assists in reviewing specific situations, checking dossiers, determining the applicable legal basis, advising on courses of action, and representing clients in working with individuals, organizations, or competent authorities when necessary.

For quick advice, you can contact a lawyer at 0966.475.966.

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