Do partners have the right to decide to amend and supplement the company charter?

Does the charter of a partnership company require the signatures of all partners when amending or supplementing? Do partners have the right to decide to amend or supplement the company’s charter? 

1. Does the charter of a partnership company require the signatures of all partners when amended or supplemented?

The charter of a partnership company, when amended and supplemented, must include the full names and signatures of the people specified in Clause 4, Article 24 of the 2020 Enterprise Law as follows:

Company Charter

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4. The amended and supplemented company charter must include the full names and signatures of the following people:

a) Chairman of the Board of Members for a partnership;

b) Owner, legal representative of the owner or legal representative for a one-member limited liability company;

c) legal representative law for limited liability companies with two or more members and joint stock companies.

Accordingly, when amending and supplementing the Charter of a partnership company, only the Chairman of the Board of Members needs to sign as prescribed above.

2. Does a general partner have the right to decide to amend or supplement the company charter?

General partners have the rights specified in Clause 1, Article 181 of the 2020 Enterprise Law as follows:

Rights and obligations of general partners

1. General partners have the following rights:

a) Participate in meetings, discuss and vote on company issues; Each general partner has one vote or another number of votes specified in the company’s Charter;

b) Conducting business in the name of the company in the company’s business lines; negotiate and sign contracts, transactions or covenants with conditions that the partner considers most beneficial to the company;

c) Using company assets to conduct business in the company’s business lines; In case you advance your money to do business for the company, you have the right to request the company to return both principal and interest at the market interest rate on the principal amount advanced;

d) Request the company to compensate for damage from business activities within the scope of assigned tasks if such damage is not caused by that member’s personal mistake;

d) Request the company and other partners to provide information about the company’s business situation; Check the company’s assets, accounting books and other documents when necessary;

e) Receive profits in proportion to the capital contribution ratio or according to the agreement stipulated in the company charter;

g) When the company dissolves or goes bankrupt, the remaining asset value will be divided in proportion to the capital contribution to the company if the company charter does not stipulate a different ratio;

h) In case a general partner dies, the member’s heirs are entitled to the value of the assets at the company after deducting the debts and other property obligations under that member’s responsibility. Heirs can become partners if approved by the Board of Members;

i) Other rights according to the provisions of this Law and the company’s Charter.

It can be seen that, according to the above regulations, partnership members do not have the right to decide to amend or supplement the company’s charter.

However, according to Point b, Clause 3, Article 182 of the 2020 Enterprise Law, if it is not stipulated in the Company Charter, the decision to amend or supplement the Company Charter must be approved by at least three-quarters of the total number of partners.

3. What are the obligations of general partners?

General partners have the obligations specified in Clause 2, Article 181 of the 2020 Enterprise Law as follows:

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

– Manage and carry out 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 compensation.

– Do not use the company’s assets for personal gain or to serve the interests of other organizations or individuals.

– Refund 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.

– Jointly responsible for paying off all remaining debts of the company if the company’s assets are not enough to cover the company’s debts.

– Bear the loss corresponding to the capital contribution to the company or according to the agreement stipulated in the company’s charter in case the business company suffers a loss;

– Regularly report truthfully and accurately every month in writing about your business situation and results with the company; provide information about its business situation and results to members who request it.

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