Tiếng Việt
中文A general partner is not absolutely prohibited from serving as Director of a joint stock company. Article 180 of the Law on Enterprises 2020 (not amended by Law No. 76/2025/QH15) only restricts a general partner from conducting business in the same business line, in his/her own name or in the name of another person, for self-interest or to serve the interests of other organizations or individuals. Whether one may serve as Director of a joint stock company depends on assessing whether the business lines overlap and whether there is a self-interest purpose.
1. Partnerships and obligations of general partners
Under Article 177 of the Law on Enterprises 2020, a partnership is an enterprise with at least 02 general partners as co-owners, jointly conducting business under a common name and bearing liability with all of their assets for the obligations of the company. It is precisely because of this unlimited liability regime that the law imposes certain restrictions on general partners to protect the partnership and its creditors.
Related services
Corporate Legal Advisory
If your company needs to review governance authority, resolutions, charter documents or internal dispute risk, ANT Legal can help assess the file and suggest appropriate next steps.
2. How is the restriction in Article 180 understood?
Under Article 180 of the Law on Enterprises 2020, a general partner may not conduct business in his/her own name or in the name of another person in the same business lines as the partnership for self-interest or to serve the interests of other organizations or individuals. This is a conditional restriction, not an absolute prohibition:
– If the joint stock company operates in different business lines from the partnership: the general partner may serve as Director.
– If in the same business lines: it must be assessed whether there is an element of self-interest or serving other interests; in case of violation, the general partner shall bear liability as prescribed and may be required to cease the act.
– In addition, the partnership Charter should be cross-checked — members may agree on stricter restrictions in the Charter.
3. Conditions for a general partner to serve as Director of a joint stock company
To ensure compliance, a general partner intending to serve as Director of a joint stock company should: (i) review the registered business lines of both enterprises; (ii) check whether the partnership Charter contains restrictive agreements; (iii) if in the same business lines, have a written agreement with the remaining general partners or a mechanism to control conflicts of interest; (iv) ensure that managing the joint stock company is not for self-interest or causes damage to the partnership.
Notes on applying current legal regulations
The content of this article is presented for reference purposes, helping readers understand the legal issue at an overview level. The assessment of “same business lines” and “self-interest” depends on the specific situation of each enterprise. Where you need to assess risks for your case, you should contact an ANT Legal lawyer via 0966.475.966 for review and advice before proceeding.
Common risks to note
– Treating Article 180 as an absolute prohibition and missing lawful management opportunities.
– Serving as Director of a company in the same business line for self-interest, violating general partner obligations.
– Overlooking restrictive agreements in the partnership Charter.
– Lacking a mechanism to control conflicts of interest between the two enterprises.
How can ANT Legal help?
ANT Legal assists in assessing conflicts of interest, reviewing Charters and advising on appropriate governance structures when a general partner participates in managing another enterprise. For prompt advice, please contact our lawyers via 0966.475.966.
Frequently asked questions
Can a general partner serve as Director of a joint stock company?
Not absolutely prohibited. Article 180 of the Law on Enterprises 2020 only restricts a general partner from conducting business in his/her own name or in the name of another person in the same business lines for self-interest or to serve the interests of other organizations or individuals; whether one may serve as Director depends on assessing whether the business lines overlap and whether there is a self-interest purpose.
When is a general partner prohibited from serving as Director of a joint stock company?
When the joint stock company operates in the same business lines as the partnership and serving as Director is for self-interest or to serve the interests of other organizations or individuals, or when the partnership Charter contains stricter restrictive agreements.
What should a general partner intending to serve as Director prepare?
Review the registered business lines of both enterprises; check whether the partnership Charter contains restrictive agreements; if in the same business lines, have a written agreement with the remaining general partners or a mechanism to control conflicts of interest.
Related articles
Can a partnership be a defense or security enterprise?
Management organizational models of a single-member LLC under the law
Corporate legal advisory
