Regulations on termination of partnership membership of the Notary Office

1. How is the capital contribution of a notary partnership lost?

Pursuant to Article 27 of the Notary Law 2014, regulations on changing partners are as follows:

“Article 27. Changing partners of the Notary Office

1. The notary partnership of the Notary Office may terminate the partnership membership status according to personal wishes or in other cases prescribed by law.

The notary office has the right to accept a new notary partnership if that notary is approved by the remaining notary partners.

Termination of the status of a partnership notary and acceptance of a new partnership of notaries shall be carried out in accordance with the provisions of this Law and the law on enterprises.

2. In case a notary partner of the Notary Office dies or is declared dead by the Court, the heirs of the notary partner are entitled to the value of the assets at the Notary Office after deducting the debts under that notary’s responsibility. The heir can become a partnership notary of the Notary Office if he is a notary and is approved by the remaining partnership notaries.”

Based on the legal provisions mentioned above, the capital contribution of a general partner will be returned to that partner’s heir after deducting the debt that is the responsibility of that notary. The heir can also become a replacement partner if he or she is a notary and is approved by the remaining partners.

2. Regulations on termination of partnership member status of Notary Office?

Pursuant to Article 18 of Circular 01/2021/TT-BTP guiding the Law on Notarization issued by the Judiciary, regulations on termination of partnership member status are as follows:

“Article 18. Termination of partnership member status and reception of new partnership members of the Notary Office

1. A notary’s partnership membership in a Notary Office will terminate in the following cases:

a) According to personal wishes according to the provisions of the Notary Law;

b) Other cases according to the provisions of the Enterprise Law related to partnerships.

2. The Notary shall terminate the partnership member status according to the provisions of Point a, Clause 1 of this Article when at least three-quarters of the total number of partnership members of the Notary Office approve in writing. The notary must notify in writing the other partnership members and the Department of Justice where the Notary Office is registered to operate about the termination of partnership membership no later than 06 months before the expected date of termination. Within 02 years from the date of termination of partnership member status, the person who terminated the partnership membership status according to personal wishes must still be jointly responsible with all of his or her assets for the debts of the Notary Office that arose before the date of termination of partnership membership status.

If a notary terminates the status of a partnership member according to the provisions of Point b of this Clause, the termination shall apply in accordance with the provisions of Article 185 of the Law on Enterprises.

3. The reception of new partnership members of the Notary Office is carried out in accordance with the provisions of Article 27 of the Notary Law and Article 186 of the Enterprise Law.”

Reference, Clause 1, Article 185 of the Law on Enterprises 2020 regulates termination of partnership membership as follows:

“Article 185. Termination of partnership membership

1. A partnership member’s status will be terminated in the following cases:

a) Voluntarily withdraw capital from the company;

b) Dead, missing, has limited or lost civil act capacity, has difficulty in cognition and behavior control;

c) Being expelled from the company;

d) Serving a prison sentence or being banned by the Court from practicing certain professions or doing certain jobs according to the provisions of law;

d) Other cases prescribed by the company’s charter.”

In the above case, because the partner of the Notary Office has passed away, the Office can terminate the partner’s status as a partner.

3. If a partnership member dies and changes the membership of the Notary Office, must the Department of Justice be notified?

According to Article 24 of the Notary Law 2014 on changing the content of operation registration of Notary Offices as follows:

“Article 24. Changing the content of operation registration of the Notary Office

1. When changing one of the contents specified in Clause 3, Article 23 of this Law, the Notary Office must register the changed content at the Department of Justice where the Notary Office has registered to operate.

Changing the headquarters of a Notary Office to another district, town, or city within the province or centrally run city where the decision permitting its establishment has been issued must be considered and decided by the Provincial People’s Committee and must be consistent with the Master Plan for development of notary practice organizations.

2. If a notary office changes its name, headquarters or Head of the Notary Office, the Department of Justice will re-issue its operation registration certificate within 07 working days from the date of receipt of complete application documents; In case of refusal, it must be notified in writing and clearly state the reason.”

Reference, Clause 3, Article 23 of the Notary Law 2014 on the establishment and registration of Notary Office operations:

“Article 23. Establishment and registration of operation of Notary Office

…

3. Within 90 days from the date of receiving the decision permitting establishment, the Notary Office must register its operations at the Department of Justice in the locality where the decision permitting establishment was issued.

The content of the Notary Office’s operation registration includes the name of the Notary Office, full name of the Head of the Notary Office, head office address of the Notary Office, list of notary partners of the Notary Office and list of notaries working under the contract regime of the Notary Office (if any).

Thus, a partnership member of a Notary Office who has lost his status as a partnership member according to the law changes the list of notary partners of the exam office. The Notary Office must be responsible for registering the change at the Department of Justice where the Notary Office has registered to operate.