What does the charter of a partnership company include?

The content of the Charter of a partnership company is specified inClause 2, Article 24 of the Law on Enterprises 2020 as follows:

Company charter

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2. The company charter includes the following main contents:

a) Name and address of the company’s headquarters; name and address of branch and representative office (if any);

b) Business lines and professions;

c) charter capital; total number of shares, types of shares and par value of each type of shares for joint stock companies;

d) Full name, contact address, nationality of general partners for partnerships; of company owners and members in the case of limited liability companies; of founding shareholders for joint stock companies. Capital contribution and capital contribution value of each member for limited liability companies and partnerships. Number of shares, types of shares, par value of each type of shares of founding shareholders for joint stock companies;

d) Rights and obligations of members towards limited liability companies and partnerships; of shareholders for joint stock companies;

e) Management organization structure;

g) Number, management titles and rights and obligations of the legal representative of the enterprise; division of rights and obligations of the legal representative in case the company has more than one legal representative;

h) Procedure for approving company decisions; principles for resolving internal disputes;

i) Basis and method for determining salaries, remunerations and bonuses of managers and controllers;

k) In cases where members and shareholders have the right to request the company to repurchase capital contributions for limited liability companies or shares for joint stock companies;

l) The following principles for profit distribution taxes and handling of business losses;

m) In case of dissolution, dissolution process and procedures for liquidation of company assets;

n) Procedures for amending and supplementing the company’s Charter.

Accordingly, the Charter of a partnership company includes the following main contents:

– Name and address of the company’s headquarters; Name and address of branch and representative office (if any).

– Industry and business.

– charter capital; total number of shares, types of shares and par value of each type of shares for joint stock companies.

– Full name, contact address, nationality of general partners for partnerships; The capital contribution and value of each member’s capital contribution to the partnership company.

– Rights and obligations of members towards the partnership;

– Management organization structure.

– Number, management titles and rights and obligations of the legal representative of the enterprise; Divide the rights and obligations of the legal representative in case the company has more than one legal representative.

– Procedure for approving company decisions; principles of internal dispute resolution.

– Bases and methods for determining salaries, remunerations, and bonuses of managers and controllers.

– Principles for distributing after-tax profits and handling losses in business.

– In case of dissolution, dissolution process and procedures for liquidation of company assets.

– Procedures for amending and supplementing the company charter.

Who must include the full names and signatures of a partnership when registering a business?

The charter of a partnership company when registering a business must include the full names and signatures of the people specified in Clause 3, Article 24 of the Law on Enterprises 2020 as follows:

Company charter

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3. The company charter when registering a business must include the full names and signatures of the following people:

a) General partners for partnerships;

b) The company owner is an individual or the legal representative of the company owner is an organization for a one-member limited liability company;

c) The member is an individual and the legal representative or authorized representative of a member is an organization for a limited liability company with two or more members;

d) A founding shareholder is an individual and the legal representative or authorized representative of the founding shareholder is an organization for a joint stock company.

Thus, the charter of a partnership company when registering a business must include the full names and signatures of the partnership members.