In what cases is a general partner entitled to transfer all of their capital contribution in the company to other organizations or individuals?

In what cases is a general partner entitled to transfer all of his/her capital contribution in the company to another organization or individual?

The right to transfer all of the capital contribution of a general partner is stipulated in Clause 3 of Article 180 Law on Enterprises 2020 as follows:

Restrictions on rights of general partners

1. Partnership members are not allowed to own private enterprises; Not allowed to be a general partner of another partnership unless agreed by the remaining partners.

2. Partnership members are not allowed to act on their own behalf or on behalf of others doing business in the same industry or line of business as the company for personal gain or to serve the interests of other organizations or individuals.

3. A general partner is not allowed to transfer part or all of his or her capital contribution in the company to another organization or individual without the approval of the remaining general partners.

Thus, according to regulations, partnership members have the right to transfer their entire capital contribution in the company to other organizations or individuals if approved by the remaining partnership members.

Can a general partner act in the name of the partnership to conduct business in the company’s business lines?

Doing business in the name of the partnership is stipulated in Clause 1, Article 181 of the Law on Enterprises 2020 as follows:

Rights and obligations of general members name

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;

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Thus, according to regulations, partners have the right to conduct business in the name of the company in the company’s business lines.

And negotiate, sign contracts, transactions or covenants with the conditions that the partner considers most beneficial to the company.

Are partners of a partnership company an organization or an individual?

General partners of a partnership are defined in Clause 1, Article 177 of the 2020 Enterprise Law as follows:

Partnership company

1. A partnership is an enterprise in which:

a) There must be at least 02 members who are joint owners of the company, doing business together under a common name (hereinafter referred to as general partners). In addition to general partners, the company may have additional capital contributing members;

b) General partners must be individuals, responsible with all their assets for the company’s obligations;

c) Capital contributing members are organizations and individuals and are only responsible for the company’s debts within the amount of capital committed to contribute to the company.

2. A partnership company has legal status from the date of issuance of the Business Registration Certificate.

3. Partnership companies are not allowed to issue any type of securities.

Thus, according to regulations, general partners of a partnership company must be individuals and are responsible with all their assets for the company’s obligations.

In addition to general partners, a partnership company may also have additional capital contributing members.

And capital contributing members can be organizations or individuals and are only responsible for the company’s debts within the amount of capital committed to contributing to the company.