A partnership member performs the activity on behalf of the company. When doing business, who belongs to the assets obtained from this activity?

If a partnership member carries out business activities on behalf of the company, who belongs to the assets obtained from this activity?

The assets of the partnership are regulated in Article 179 of the Law on Enterprises 2020 as follows: following:

Assets of the partnership company

Assets of the partnership company include:

1. Ownership of the members’ capital contributions has been transferred to the company;

2. Assets created bear the company’s name;

3. Assets obtained from business activities performed by general partners on behalf of the company and from business activities of the company performed by general partners on behalf of individuals;

4. Other assets as prescribed by law.

According to the above regulations, assets obtained from business activities performed by general partners on behalf of the company and from business activities of the company performed by general partners on behalf of individuals are all assets of the partnership company.

Thus, in case a partnership member carries out business activities on behalf of the company, the assets obtained from this activity belong to the partnership company.

What should be done if a general partner uses the name of the company to receive money and assets from the company’s business activities without submitting them to the company?

Obligations of general partners are stipulated in Clause 2, Article 181 of the 2020 Enterprise Law as follows:

Rights and obligations of general members name

…

2. General partners have the following obligations:

a) Conduct management and conduct business activities honestly, carefully and in the best way to ensure maximum legal benefits for the company;

b) Conduct management and conduct business activities in accordance with the provisions of law, the company’s Charter and resolutions and decisions of the Board of Members; If you violate the regulations at this point and cause damage to the company, you must be responsible for compensating for the damage;

c) Do not use the company’s assets for personal gain or to serve the interests of other organizations or individuals;

d) Return to the company the amount of money and assets received and compensate for damage caused to the company in the case of receiving money or other assets from the company’s business activities on behalf of the company, on behalf of an individual or on behalf of another person without submitting them to the company. company;

dd) Jointly responsible for paying all remaining debts of the company if the company’s assets are not enough to cover the company’s debts;

e) Bearing losses corresponding to the capital contribution to the company or according to the agreement stipulated in the company’s charter in case the company incurs losses;

g) Regularly report monthly on average truthfully and accurately in writing the situation and results of your business with the company; provide information about its business situation and results to members upon request;

h) Other obligations according to the provisions of this Law and the company’s Charter.

Thus, according to regulations, in case a general partner receives money or assets from the company’s business activities on behalf of the company but does not pay them to the company, that member must have the obligation to return the money and assets received to the company.

At the same time, compensate for the damage caused by your actions.

Are activities performed by general partners outside the scope of the partnership’s business activities under the responsibility of the company?

Activities performed by general partners are specified in Clause 2, Article 184 of the 2020 Enterprise Law as follows:

Business operations of the partnership company name

1. General partners are the legal representatives of the company and organize the daily business operations of the company. Any restriction on a general partner in carrying out the company’s day-to-day business is only effective against a third party when he or she is made aware of the restriction.

2. In operating the company’s business activities, general partners assign each other to take on management and control positions of the company.

When some or all general partners jointly carry out some business tasks, the decision is passed according to the principle of majority approval.

Activities performed by general partners outside the scope of the company’s business activities are not the responsibility of the company, unless such activities have been approved by the remaining members.

3. The company can open one or several accounts at the bank. The Board of Members appoints members authorized to deposit and withdraw money from those accounts.

4. The Chairman of the Board of Members, Director or General Director has the following obligations:

a) Manage and operate the company’s daily business as a general partner;

Thus, according to regulations, activities performed by general partners outside the scope of the company’s business activities are not the responsibility of the company, unless such activities have been approved by the remaining members.