Is the State the representative owner of the Vietnam Debt Trading Company?

1. Is the state the representative of the owner of the Vietnam Debt Trading Company?

The state owner’s representative for the Vietnam Debt Trading Company is stipulated in Article 7 of the Charter on organization and operation of the Vietnam Debt Trading Company as a single member issued with Circular 42/2021/TT-BTC (hereinafter referred to as the Charter of the Vietnam Debt Trading Company) specifically. as follows:

(1) The Ministry of Finance exercises the rights and obligations of the state owner towards the Vietnam Debt Trading Company according to the provisions of Article 33 of Decree 129/2020/ND-CP and Article 13 of the Charter of the Vietnam Debt Trading Company.

(2) The Board of Members of the Vietnam Debt Trading Company is the direct representative of the state owner at the Vietnam Debt Trading Company and exercises the rights and obligations of the state owner towards enterprises with capital contribution from the Vietnam Debt Trading Company.

Referring to the provisions in Article 33 of Decree 129/2020/ND-CP specifically as follows following:

“1. Decide to reorganize, transfer ownership and rearrange DATC after being approved by the Prime Minister.

2. Implement the rights and responsibilities of the owner’s representative agency for DATC at points b, c, d, dd, e, g, h, i, k, l, Clause 2, Article 42 of the Law on Management and Use of State Capital Invested in Products export and business at enterprises and Section 2 Chapter II Decree No. 10/2019/ND-CP dated January 30, 2019 of the Government on exercising the rights and responsibilities of the representative of the state owner.”

It can be seen that the State is not the representative of the owner of the Vietnam Debt Trading Company, but based on the above regulations:

– The Ministry Finance for implementing the rights and obligations of the state owner towards the Vietnam Debt Trading Company

– The Board of members of the Vietnam Debt Trading Company is the direct representative of the state owner at the Vietnam Debt Trading Company

2. Who is the legal representative of Vietnam Debt Trading Company?

According to the provisions of Clause 1, Article 8 of the Charter of the Vietnam Debt Trading Company, the legal representative of the Vietnam Debt Trading Company is the General Director.

3. How are the rights and obligations of the legal representative of the Vietnam Debt Trading Company regulated?

According to the provisions of Clause 2, Article 8 of the Charter of the Vietnam Debt Trading Company, the legal representative of the Vietnam Debt Trading Company shall exercise the rights, obligations and responsibilities as prescribed in Article 12, Article 13 of the Law on Enterprises 2020 and relevant legal regulations. agency.

Accordingly, the rights and obligations of the legal representative of Vietnam Debt Trading Company are specifically as follows:

“Article 12. legal representative of the enterprise

1. The legal representative of the enterprise is the individual who represents the enterprise to exercise the rights and obligations arising from the transactions of the enterprise, representing the enterprise enterprise as a requester to resolve a civil matter, a plaintiff, a defendant, a person with related rights and obligations before the Arbitrator, the Court and other rights and obligations according to the provisions of law.

2. Limited liability companies and joint stock companies may have one or more legal representatives If the company has more than one legal representative, the company’s charter specifically stipulates the rights and obligations of each legal representative. In case the division of rights and obligations of each legal representative is not clearly stipulated in the company’s charter, each legal representative of the company is a competent representative of the enterprise before a third party; other relevant laws and regulations.

3. Enterprises must ensure that they always have at least one legal representative residing in Vietnam. When there is only one remaining legal representative residing in Vietnam, this person must, when leaving Vietnam, authorize in writing another individual residing in Vietnam to exercise the rights and obligations of the legal representative. In this case, the legal representative is still responsible for implementing the authorized rights and obligations.

4. In case the authorization term expires as prescribed in Clause 3 of this Article but the legal representative of the enterprise has not returned to Vietnam and there is no other authorization, the following regulations shall apply:

a) The authorized person continues to exercise the rights and obligations of the legal representative of the private enterprise until the legal representative of the enterprise returns to work at the enterprise. Enterprise;

b) The authorized person continues to exercise the rights and obligations of the legal representative of a limited liability company, joint stock company, or partnership until the company’s legal representative returns to work at the company or until the company owner, Board of members, Board of Directors decides to appoint another person to be the legal representative of the business. career.

5. Except for the case specified in Clause 6 of this Article, for an enterprise there is only one legal representative and this person is absent from Vietnam for more than 30 days without authorizing another person to exercise the rights and obligations of the legal representative of the enterprise or dies, is missing, is being prosecuted for criminal liability, is detained, is serving a prison sentence, is serving administrative measures at a compulsory drug treatment facility, compulsory educational establishment, is restricted or lost. If you have civil act capacity, have difficulty understanding or controlling your behavior, or are banned by the Court from holding a position, practicing certain professions or doing certain jobs, the company owner, the Board of Members, or the Board of Directors shall appoint another person to be the company’s legal representative.

6. For a limited liability company with two members, if a member who is an individual acting as the legal representative of the company dies, is missing, is being prosecuted for criminal liability, is detained, is serving a prison sentence, is serving administrative measures at a compulsory drug treatment facility, compulsory educational establishment, has escaped from his place of residence, has limited or lost civil act capacity, has difficulty in cognition or behavior control, or is prohibited by the Court. holding a position, prohibited from practicing certain professions or doing certain jobs, the remaining member will automatically be the legal representative of the company until there is a new decision of the Board of Members on the legal representative of the company.

7. Courts and other agencies competent to conduct proceedings have the right to appoint legal representatives to participate in proceedings according to the provisions of law.”

Responsibilities of the legal representative of the Vietnam Debt Trading Company in particular and enterprises in general:

“Article 13. Responsibilities of the legal representative of the enterprise

1. The legal representative of the enterprise has the following responsibilities:

a) Exercise assigned rights and obligations honestly, carefully, and in the best way to ensure the legitimate interests of the enterprise;

b) Loyal to the interests of the enterprise; Do not abuse your position or position and use information, know-how, business opportunities, or other assets of the enterprise for personal gain or to serve the interests of other organizations or individuals;

c) Notify enterprises promptly, fully and accurately about the enterprises in which they, their related persons own or have shares or capital contributions according to the provisions of this Law.

2. The legal representative of the enterprise is personally responsible for damage to the enterprise due to breach of responsibility specified in Clause 1 of this Article.”

Thus, the State is not the representative owner of the Vietnam Debt Trading Company. The owner’s representative and legal representative of the Vietnam Debt Trading Company are specifically regulated:

– The Ministry of Finance exercises the rights and obligations of the state owner towards the Vietnam Debt Trading Company

– The Board of members of Vietnam Debt Trading Company is the direct representative of the state owner at Vietnam Debt Trading Company.

– The legal representative of the Vietnam Debt Trading Company is the General Director.