Can a cooperation contract be amended without the approval of 100% of the cooperation group members?

Pursuant to Article 21 of the Decree 77/2019/ND-CP has the following provisions:

Voting in cooperative groups

1. Amendments and supplements to the cooperation contract must be approved by one hundred percent (100%) of the cooperation group members and expressed in writing, unless the cooperation contract has other provisions.

2. The disposition of common assets of cooperative group members is the right to use land, houses, factories, and other main means of production; Assets with a value greater than fifty percent (50%) of the total value of common assets of cooperative group members must be approved by one hundred percent (100%) of cooperative group members and expressed in writing, unless the cooperative contract has other provisions.

3. Other contents not specified in Clauses 1 and 2 of this Article are approved when at least more than fifty percent (50%) of the total number of cooperative group members agree, unless the cooperation contract stipulates otherwise.

According to the above regulations, amendments to the cooperation contract must be approved by one hundred percent (100%) of the cooperative group members and expressed in writing, unless the cooperation contract has other provisions.

Therefore, the cooperation contract cannot be amended without the approval of 100% of the cooperative group members, unless the cooperation contract has other provisions.

Does the cooperation contract of cooperative group members need to be sent to the commune-level People’s Committee?

Pursuant to Clause 3, Article 12 of Decree 77/2019/ND-CP, it is stipulated as follows:

Establishment of cooperative groups

1. The establishment of cooperative groups is initiated by individuals and legal entities that wish to establish and organize activities.

2. The main contents of the establishment, organization and operation of cooperative groups are discussed and agreed upon by members of the cooperative group and recorded in the cooperation contract.

3. After the members of the cooperative group sign the cooperation contract, the head of the cooperative group sends a notice of establishment of the cooperative group (Form I.01) together with the cooperation contract (Form I.02) to the People’s Committee of the commune where the cooperative group intends to establish and operate within 05 working days.

4. In case a cooperative group changes one or several contents of name, address, industry, production and business lines, total value of contributions, representatives, and number of members of the cooperative group, the cooperative group shall send a notice (Form I.01) to the People’s Committee of the commune where the cooperative group was established and operates within 05 working days from the date of change.

5. Commune-level People’s Committees prepare books to monitor the establishment and operations of cooperative groups in their localities (Form II.01); Update changes and fluctuations of the cooperative group according to the provisions of law.

Thus, according to the above regulations, after the members of the cooperative group sign the contract, the head of the cooperative group sends a notice of establishment of the cooperative group together with the cooperative contract of the members of the cooperative group to the People’s Committee of the commune where the cooperative group intends to establish and operate within 05 working days.

What are the obligations and rights of cooperative group members?

Pursuant to Article 8 and Article 9 of Decree 77/2019/ND-CP there are provisions as follows:

– Members of the cooperative group have the following rights:

+ Enjoy the benefits and income earned from the cooperative group’s activities.

+ Participate in deciding issues related to the implementation of cooperation contracts, management and supervision of cooperative group activities.

+ Withdraw from the cooperative group when there is a legitimate reason and the consent of more than fifty percent (50%) of the total cooperative group members or according to the conditions agreed in the cooperation contract.

+ Other rights according to the provisions of the cooperation contract and relevant laws.

– Members of the cooperative group have the following obligations:

+ Participate in deciding issues related to the implementation of cooperation contracts and monitoring the activities of cooperative groups.

+ Compensate for damages caused by your fault.

+ Implement the provisions in the cooperation contract according to the principles of equality, mutual benefit and ensuring the common interests of the cooperative group.

+ Contribute assets and effort in full and on time as committed in the cooperation contract.

+ Perform other obligations according to the provisions of the cooperation contract and relevant laws.