Rights and Obligations of Partner Notaries Under the Law

1. What rights does a partner notary have?

Under Article 23 of the Law on Notarization 2024 (Law No. 46/2024/QH15, effective from 01 July 2025, replacing the Law on Notarization 2014) on Notary Offices:

“Article 23. Notary Offices

1. A Notary Office is organized and operates in accordance with this Law and other relevant laws applicable to partnerships; in district-level administrative units with low population density, underdeveloped infrastructure and services, and difficulties in establishing a Notary Office as a partnership, a Notary Office may be organized and operate in accordance with this Law and other relevant laws applicable to partnerships and private enterprises.

2. A Notary Office organized and operating as a partnership must have at least 02 partners and no capital-contributing members. Partners must be notaries and have equal rights in deciding matters of the Notary Office. The Head of the Notary Office must be a partner of the Notary Office and must have practiced notarization for at least 02 years.”

Accordingly, a Notary Office is organized and operates as a partnership (except for special cases in disadvantaged district-level administrative units that may be organized as private enterprises), and partners must be notaries. A partner notary therefore has the rights of a partner under Clause 1, Article 181 of the Law on Enterprises 2020, as follows:

• Participate in meetings, discuss, and vote on company matters; each partner has one vote or a different number of votes as stipulated in the Company Charter;
• Conduct business in the company’s business lines on behalf of the company; negotiate and enter into contracts, transactions, or commitments on terms that the partner considers most beneficial to the company;
• Use the company’s assets to conduct business in the company’s business lines; where the partner advances their own money for the company’s business, they have the right to require the company to reimburse both the principal and interest at the market interest rate on the advanced principal;
• Require the company to compensate for losses arising from business operations within the scope of assigned duties if such losses did not result from the partner’s personal fault;
• Require the company and other partners to provide information on the company’s business situation; inspect the company’s assets, accounting books, and other documents when deemed necessary;
• Share profits in proportion to the contributed capital ratio or as agreed in the Company Charter;
• Upon dissolution or bankruptcy of the company, share the remaining asset value in proportion to the capital contributed to the company unless the Company Charter prescribes a different ratio;
• Where a partner dies, the partner’s heir is entitled to the partner’s asset value in the company after deducting the debts and other asset obligations attributable to that partner. The heir may become a partner if approved by the Members’ Council;
• Other rights under this Law and the Company Charter.

2. What obligations does a partner notary have?

As mentioned above, a partner notary has the obligations of a partner under Clause 2, Article 181 of the Law on Enterprises 2020, as follows:

• Manage and conduct business operations honestly, carefully, and to the best ability in order to ensure the maximum lawful interests of the company;
• Manage and conduct business operations in accordance with the law, the Company Charter, and resolutions and decisions of the Members’ Council; in case of violation of this point causing damage to the company, the partner must compensate for the damage;
• Not use the company’s assets for personal gain or to serve the interests of other organizations or individuals;
• Return to the company money and assets received, and compensate for damage caused to the company, where the partner, on behalf of the company, on behalf of themselves, or on behalf of others, receives money or other assets from the company’s business operations without remitting them to the company;
• Be jointly liable for paying all remaining debts of the company if the company’s assets are insufficient to cover the company’s debts;
• Bear losses in proportion to the capital contributed to the company or as agreed in the Company Charter where the company’s business incurs losses;
• Periodically report monthly in writing, honestly and accurately, on their business situation and results to the company; provide information on their business situation and results to any member upon request;
• Other obligations under this Law and the Company Charter.

3. When does a notary’s partner status terminate?

Under Article 27 of the Law on Notarization 2024 (Law No. 46/2024/QH15, effective from 01 July 2025, replacing the Law on Notarization 2014) on termination of partner status of a Notary Office:

“Article 27. Termination of partner status of a Notary Office

1. A notary terminates their partner status of a Notary Office in the following cases:

a) Voluntarily withdrawing capital from the Notary Office or transferring all of their contributed capital to one or more other partners of the Notary Office; transferring all contributed capital as prescribed in Article 30 of this Law;

b) Having a decision on dismissal as a notary or falling under the case of automatic dismissal as a notary under this Law;

c) Death or being declared by the Court as deceased or missing;

d) Being expelled from the Notary Office.

2. A partner has the right to withdraw capital from the Notary Office or transfer all of their contributed capital to one or more other partners of the Notary Office when approved in writing by at least three-fourths of the total partners of the Notary Office, and the Notary Office must still have at least 02 partners at the time the partner withdraws capital or transfers the contributed capital.”

Thus, from 01 July 2025, termination of a notary’s partner status is directly regulated by Article 27 of the Law on Notarization 2024. Previously, this content was detailed in Article 18 of Circular No. 01/2021/TT-BTP (issued under the Law on Notarization 2014); the original text is quoted below for reference. Implementing regulations for the Law on Notarization 2024 have been issued (Decree No. 104/2025/ND-CP dated 15 May 2025 and Circular No. 05/2025/TT-BTP dated 15 May 2025), so the application of Article 18 of Circular No. 01/2021/TT-BTP to each specific case should be checked against current regulations:

“Article 18. Termination of partner status and admission of new partners of a Notary Office

1. A notary’s partner status in a Notary Office terminates in the following cases:

a) At personal request as prescribed by the Law on Notarization;

b) Other cases under the Law on Enterprises relating to partnerships.

2. A notary terminates their partner status under Point a, Clause 1 of this Article when approved in writing by at least three-fourths of the total partners of the Notary Office. The notary must notify the other partners and the Department of Justice where the Notary Office is registered for operation in writing of the termination of partner status at least 06 months before the expected termination date. Within 02 years from the date of termination of partner status, the person who terminated their partner status at personal request must still be jointly liable with all of their assets for the Notary Office’s debts arising before the date of termination of partner status.

A notary terminating their partner status under Point b of this Clause shall have the termination governed by Article 185 of the Law on Enterprises.

3. Admission of new partners of a Notary Office is carried out under Article 27 of the Law on Notarization and Article 186 of the Law on Enterprises.”

Under Clause 1, Article 185 of the Law on Enterprises 2020 on termination of partner status:

“Article 185. Termination of partner status

1. A partner’s status is terminated in the following cases:

a) Voluntarily withdrawing capital from the company;

b) Death, disappearance, being restricted in or losing civil act capacity, having difficulties in awareness or in controlling conduct;

c) Being expelled from the company;

d) Serving a prison sentence or being prohibited by the Court from practicing or performing certain work under the law;

dd) Other cases as stipulated in the Company Charter.”

Accordingly, a partner has the right to withdraw capital from the company if approved by the Members’ Council. In this case, the partner wishing to withdraw capital must notify the capital withdrawal request in writing at least 06 months before the withdrawal date; capital may only be withdrawn at the end of the fiscal year and after the financial statements of that fiscal year have been approved.

4. Must a notary bear joint liability after termination?

Under Clause 5, Article 185 of the Law on Enterprises 2020:

“Article 185. Termination of partner status

..

5. Within 02 years from the date of termination of partner status under Points a, c, d, and dd, Clause 1 of this Article, the person must still be jointly liable with all of their assets for the company’s debts arising before the date of termination of partner status.”

Thus, within 02 years from the date of termination of partner status, the person must still be jointly liable with all of their assets for the company’s debts arising before the date of termination of partner status.