Regulations on Termination of General Partner Status of a Notarial Office

1. How is the capital contribution of a deceased general-partner notary resolved?

Under Article 27 of the Notarization Law 2024 (Law No. 46/2024/QH15, effective from 01/7/2025, replacing the Notarization Law 2014), the termination of general partner status of a notarial office is prescribed as follows:

“Article 27. Termination of general partner status of a notarial office

1. A notary terminates his/her general partner status of a notarial office in the following cases:

a) Voluntarily withdrawing capital from the notarial office or transferring his/her entire capital contribution to one or several other general partners of the notarial office; transferring the entire capital contribution as prescribed in Article 30 of this Law;

b) Having a decision on dismissal of the notary or falling into a case of automatic dismissal of the notary as prescribed by this Law;

c) Death or being declared by the Court as dead or missing;

d) Being expelled from the notarial office.”

Under the above provision, when a general-partner notary dies or is declared by the Court as dead, his/her general partner status terminates under Point c, Clause 1, Article 27 of the Notarization Law 2024; the value of that notary’s assets at the notarial office is settled for the heirs as prescribed by law. An heir wishing to become a replacement general partner must satisfy the condition of being a notary and be approved by the remaining general partners — details should be checked against current regulations before implementation.

2. What are the regulations on termination of general partner status of a notarial office?

Under Article 27 of the Notarization Law 2024 (Law No. 46/2024/QH15, effective from 01/7/2025), the termination of a notary’s general partner status is prescribed directly in the law. Previously, this content was detailed in Article 18 of Circular 01/2021/TT-BTP (issued under the Notarization Law 2014); the original text is quoted below for reference. Implementing documents for the Notarization Law 2024 have been issued (Decree 104/2025/ND-CP dated 15/5/2025 and Circular 05/2025/TT-BTP dated 15/5/2025), so the application of Article 18 of Circular 01/2021/TT-BTP to specific cases needs to be re-checked against current regulations:

“Article 18. Termination of general partner status and admission of new general partners of a notarial office

1. A notary’s general partner status in a notarial office terminates in the following cases:

a) At personal wish as prescribed by the Notarization Law;

b) Other cases as prescribed by the Law on Enterprises relating to partnerships.

2. A notary terminating general partner status under Point a, Clause 1 of this Article must be approved in writing by at least three-quarters of all general partners of the notarial office. The notary must notify in writing the other general partners and the Department of Justice where the notarial office registered its operation of the termination of general partner status no later than 06 months before the intended termination date. Within 02 years from the date of termination of general partner status, the person who terminated general partner status at personal wish remains jointly liable with all his/her assets for the notarial office’s debts incurred before the termination date.

A notary terminating general partner status under Point b of this Clause shall be subject to Article 185 of the Law on Enterprises.

3. The admission of new general partners of a notarial office shall follow Article 27 of the Notarization Law and Article 186 of the Law on Enterprises.”

By reference, Clause 1, Article 185 of the Law on Enterprises 2020 prescribes the termination of general partner status as follows:

“Article 185. Termination of general partner status

1. A general partner’s status terminates in the following cases:

a) Voluntarily withdrawing capital from the company;

b) Death, missing, being restricted or losing civil act capacity, having difficulties in cognition or behavior control;

c) Being expelled from the company;

d) Serving a prison sentence or being banned by the Court from practicing or doing certain work as prescribed by law;

đ) Other cases prescribed by the company charter.”

In the above case, since the general partner of the notarial office has died, the office may proceed to terminate that member’s general partner status.

3. Must the Department of Justice be notified when a deceased general partner changes the membership of the notarial office?

When a change of general partner changes the list of general-partner notaries, the notarial office must register the change of operation registration contents with the Department of Justice where the notarial office registered its operation, under the Notarization Law 2024 (Law No. 46/2024/QH15, effective from 01/7/2025, replacing the Notarization Law 2014). The order and dossier for change registration follow the detailed regulations in Decree 104/2025/ND-CP dated 15/5/2025 and Circular 05/2025/TT-BTP dated 15/5/2025 of the Government and the Ministry of Justice; specific contents should be checked against current regulations before implementation.

Thus, where the death of a general partner of a notarial office terminates his/her general partner status under law and changes the office’s list of general-partner notaries, the notarial office is responsible for registering the changed contents with the Department of Justice where the notarial office registered its operation.