Tiếng Việt
中文No. A partnership cannot be a national defence or security enterprise. Under Articles 3 and 4 of Decree No. 16/2023/ND-CP (replacing the provisions on national defence and security enterprises at Articles 13–19 of Decree No. 47/2021/ND-CP), a national defence or security enterprise must fall into one of two groups: an enterprise directly serving national defence and security — mandatorily a limited liability company with 100% of charter capital held by the State, managed by the Ministry of National Defence/Ministry of Public Security (or an LLC structure with 100% State-owned capital under Clause 1, Article 3); or an enterprise combining economy with national defence and security — an enterprise with more than 50% of charter capital held by the State. A partnership — with general partners as individuals bearing unlimited, joint liability — does not satisfy the conditions on enterprise type and State ownership structure of either group.
1. What is a national defence or security enterprise?
Decree No. 16/2023/ND-CP provides for two groups of national defence and security enterprises. The directly serving group (Article 3): must be a single-member LLC with 100% of charter capital held by the State, managed by the Ministry of National Defence/Ministry of Public Security (or an LLC in which such companies hold 100% of charter capital). The economy-combining group (Article 4): enterprises with more than 50% of charter capital or total voting shares held by the State, with ownership rights exercised by the Ministry of National Defence/Ministry of Public Security. In addition to the type and ownership conditions, the enterprise must also: (i) have business lines, fields, and areas within the List in the Appendix to the Decree; (ii) be assigned tasks by the Ministry of National Defence or Ministry of Public Security to produce and supply national defence and security products and services, or to perform national defence and security tasks.
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2. Why is a partnership unsuitable?
A national defence or security enterprise is an enterprise with more than 50% up to 100% of charter capital held by the State — ownership rights are exercised through the Ministry of National Defence and the Ministry of Public Security. Meanwhile, a partnership must have at least two general partners who are individuals bearing liability with all of their assets — this model conflicts with the nature of State ownership and the requirement for centralized, unified management in the national defence and security field.
Notes on applying current legal provisions
This article is presented for reference purposes, helping readers understand the legal issue at a general level. Where advice is needed, please contact an ANT Legal lawyer at 0966.475.966 for review and advice before proceeding.
Common risks to watch for
- Confusing enterprises serving national defence with national defence or security enterprises.
- Assuming every company managed by the Ministry of National Defence is a national defence/security enterprise.
- Overlooking the conditions on business lines and fields in Appendix 1.
How can ANT Legal help?
ANT Legal advises on state enterprises, national defence and security enterprises, and related procedures. For prompt advice, please contact our lawyers at 0966.475.966.
