Can One Person Be a General Partner of Two Partnership Companies?

What Is a Partnership Company?

Under Article 177 of the Law on Enterprises 2020 (as amended and supplemented by Law No. 76/2025/QH15, effective from 01/7/2025), a partnership company is regulated as follows:

“1. A partnership company is an enterprise in which:

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a) There must be at least 02 members who are joint owners of the company and together conduct business 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 and are liable with all of their assets for the obligations of the company;

c) Capital-contributing members are organizations or individuals and are liable only for the company’s debts within the amount of capital they have committed to contribute to the company.”

Thus, a partnership company is an enterprise with at least 02 members who are joint owners of the company and together conduct business under a common name (referred to as general partners). In addition to general partners, the company may have additional capital-contributing members, subject to the following specific conditions:

• General partners must be individuals and are liable with all of their assets for the obligations of the company;
• Capital-contributing members are organizations or individuals and are liable only for the company’s debts within the amount of capital they have committed to contribute to the company.

Can One Person Be a General Partner of Two Partnership Companies?

Pursuant to Article 180 of the Law on Enterprises 2020, the restrictions on the rights of general partners are as follows:

– A general partner may not be the owner of a private enterprise; may not be a general partner of another partnership company except with the consent of the remaining general partners.

– A general partner may not, in his/her own name or in the name of another person, conduct business in the same lines or trades as the company for personal gain or to serve the interests of other organizations or individuals.

– A general partner may not transfer part or all of his/her capital contribution in the company to another organization or individual without the approval of the remaining general partners.

Thus, under the above regulations, a general partner may not be a general partner of another partnership company except with the consent of the remaining general partners. Therefore, you may still be a general partner of another partnership company if you obtain the consent of all remaining general partners.

What Are the Rights and Obligations of General Partners Under Current Regulations?

Under Clause 1, Article 181 of the Law on Enterprises 2020, general partners have the following rights:

– Participating in meetings, discussing, and voting on company matters; each general partner has one vote or another number of votes as prescribed in the company charter;

– Conducting the company’s business lines and trades in the name of the company; negotiating and signing contracts, transactions, or covenants on the terms the general partner considers most beneficial to the company;

– Using the company’s assets to conduct the company’s business lines and trades; where the partner advances his/her own money for the company’s business, he/she has the right to require the company to repay the principal plus interest at the market interest rate on the advanced principal;

– Requiring the company to compensate for damage from business activities within the scope of assigned duties if such damage did not occur due to the personal fault of that partner;

– Requiring the company and other general partners to provide information on the company’s business situation; inspecting the company’s assets, accounting books, and other documents when deemed necessary;

– Being distributed profits corresponding to the capital contribution ratio or as agreed in the company charter;

– Upon dissolution or bankruptcy of the company, being distributed the remaining asset value corresponding to the capital contribution ratio unless the company charter prescribes a different ratio;

– Where a general partner dies, the heir is entitled to the asset value at the company after deducting debts and other asset obligations under the partner’s responsibility. The heir may become a general partner if approved by the Members’ Council;

– Other rights as prescribed by this Law and the company charter.

At the same time, under Clause 2, Article 181 of the Law on Enterprises 2020, general partners have the following obligations:

– Managing and conducting business activities honestly, carefully, and in the best manner to ensure the maximum lawful interests of the company;

– Managing and conducting business activities in strict compliance with the law, the company charter, and resolutions and decisions of the Members’ Council; if acting contrary to this point and causing damage to the company, bearing liability for compensation;

– Not using the company’s assets for personal gain or to serve the interests of other organizations or individuals;

– Returning to the company money and assets received and compensating damage caused to the company where, in the name of the company, in his/her own name, or in the name of another person, the partner receives money or other assets from the company’s business activities without remitting them to the company;

– Being jointly liable to pay all remaining debts of the company if the company’s assets are insufficient to cover the company’s debts;

– Bearing losses corresponding to the capital contributed to the company or as agreed in the company charter where the company’s business incurs losses;

– Periodically, on a monthly basis, reporting honestly and accurately in writing on the business situation and results to the company; providing information on his/her business situation and results to requesting members;

– Other obligations as prescribed by this Law and the company charter.

The above are the rights and obligations of general partners under the latest current regulations.

A partnership company involves the unlimited liability regime of general partners, so all decisions on member status, transfer of capital contributions, or conducting business in the same lines or trades need careful legal assessment. If you need advice on establishment, adjusting the member structure, or reviewing compliance for a partnership company, please contact ANT Legal for lawyer support.