Rights and obligations of notary partnerships according to law

1. What rights do partnership notaries have?

Pursuant to Clause 1, Article 22 of the Notary Law 2014, regulations on notary offices are as follows:

“Article 22. Notary office

1. Notary offices are organized and operate according to the provisions of this Law and other relevant legal documents for the type of partnership company.

The notary office must have two or more notary partners. The notary office has no capital contributing members.”

Accordingly, partnership notaries will have the same rights as partnership members according to Clause 1, Article 181 of the Law on Enterprises 2020 as follows:

– 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;

– On behalf of the company doing business in the company’s business lines; negotiate and sign contracts, transactions or covenants with conditions that the partner considers most beneficial to the company;

– 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;

– 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;

– 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;

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

– 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;

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

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

2. What are the obligations of a notary partnership?

As mentioned above, partnership notaries will have the same obligations as partnership members in Clause 2, Article 181 of the Law on Enterprises 2020 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 compensating for the damage;

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

– Refund to the company the 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 paying it to the company;

– Jointly responsible for paying 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 honestly and accurately in writing on a monthly basis on your business situation and results to the company; provide information about its business situation and results to members who request;

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

3. When will a notary’s partnership membership be terminated?

Pursuant to Article 18 of Circular 01/2021/TT-BTP regulating the termination of partnership member status and receiving new partnership members of the Notary Office 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 Public terminates the status of a partnership member 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.”

And according to Clause 1, Article 185 of the Law on Enterprises 2020, regulations on the case of termination of partnership members are 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.”

Accordingly, general partners have the right to withdraw capital from the company if approved by the Board of Members. In this case, the member who wants to withdraw capital from the company must notify in writing the request to withdraw capital at least 06 months before the capital withdrawal date; Capital can only be withdrawn at the end of the fiscal year and the financial statements of that fiscal year have been approved.

4. Is the notary liable after termination?

Pursuant to Clause 5, Article 185 of the Law on Enterprises 2020, it is stipulated as follows:

“Article 185. Termination of partnership membership

..

5. Within 02 years from the date of termination of partnership member status as prescribed in Points a, c, d and dd, Clause 1 of this Article, that person must still be jointly responsible with all of his or her assets for the company’s debts incurred before the date of termination of membership status.”

Thus, within 02 years from the date of termination of partnership membership, that person must still be jointly responsible with all of his or her assets for the company’s debts incurred before the date of termination of membership status.