中文What is legal person status?
Under Article 74 of the Civil Code 2015, an organization is recognized as a legal person when it satisfies the following requirements: established in accordance with law; having an organizational structure as provided by law; having assets independent of individuals and other legal persons and bearing liability with its own assets; and participating in legal relations independently in its own name. The specific provisions are as follows:
“Article 74. Legal persons
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1. An organization is recognized as a legal person when it fully satisfies the following conditions:
a) Established in accordance with this Code and other relevant laws;
b) Having an organizational structure as provided in Article 83 of this Code;
c) Having assets independent of individuals and other legal persons and bearing liability with its own assets;
d) Participating in legal relations independently in its own name.
2. All individuals and legal persons have the right to establish a legal person, except where the law provides otherwise.”
Does a multi-member limited liability company have legal person status?
Clause 2, Article 46 of the Law on Enterprises 2020 provides for multi-member limited liability companies as follows:
– A multi-member limited liability company is an enterprise with from 02 to 50 members who are organizations or individuals. Members are liable for the debts and other property obligations of the enterprise within the amount of capital contributed to the enterprise, except as provided in Clause 4, Article 47 of this Law. A member’s contributed capital may only be transferred in accordance with Articles 51, 52 and 53 of this Law.
– A multi-member limited liability company has legal person status from the date of issuance of the Enterprise Registration Certificate.
– A multi-member limited liability company may not issue shares, except for conversion into a joint-stock company.
– A multi-member limited liability company may issue bonds in accordance with this Law and other relevant laws; private bond issuance must comply with Articles 128 and 129 of this Law.”
Accordingly, a multi-member limited liability company has legal person status from the date of issuance of the Enterprise Registration Certificate.
Does a single-member limited liability company have legal person status?
Article 74 of the Law on Enterprises 2020 provides for a single-member limited liability company as follows:
– A single-member limited liability company is an enterprise owned by one organization or one individual (hereinafter referred to as the company owner). The company owner is liable for the debts and other property obligations of the company within the amount of the company’s charter capital.
– A single-member limited liability company has legal person status from the date of issuance of the Enterprise Registration Certificate.
– A single-member limited liability company may not issue shares, except for conversion into a joint-stock company.
– A single-member limited liability company may issue bonds in accordance with this Law and other relevant laws; private bond issuance is in accordance with Articles 128 and 129 of this Law.
Under Clause 2, Article 74 of the Law on Enterprises 2020, a single-member limited liability company has legal person status from the date of issuance of the Enterprise Registration Certificate.
Does a joint-stock company have legal person status?
Article 111 of the Law on Enterprises 2020 provides for joint-stock companies, in which:
– A joint-stock company is an enterprise, in which:
+ Charter capital is divided into equal parts called shares;
+ Shareholders may be organizations or individuals; the minimum number of shareholders is 03 with no maximum limit;
+ Shareholders are liable for the debts and other property obligations of the enterprise only within the amount of capital contributed to the enterprise;
+ Shareholders have the right to freely transfer their shares to others, except as provided in Clause 3, Article 120 and Clause 1, Article 127 of this Law.
– A joint-stock company has legal person status from the date of issuance of the Enterprise Registration Certificate.
– A joint-stock company has the right to issue shares, bonds and other securities of the company.
Under Clause 2, Article 111 of the Law on Enterprises 2020, a joint-stock company has legal person status from the date of issuance of the Enterprise Registration Certificate.
Does a partnership company have legal person status?
Under Article 177 of the Law on Enterprises 2020, a partnership company has legal person status from the date of issuance of the Enterprise Registration Certificate, specifically:
– A partnership company is an enterprise, in which:
+ There must be at least 02 members who are co-owners of the company, jointly conducting business under a common name (hereinafter referred to as general partners). In addition to general partners, the company may have additional capital-contributing members;
A general partner must be an individual and is liable with all of his/her assets for the company’s obligations;
+ Capital-contributing members are organizations or individuals and are liable for the company’s debts only within the amount of capital committed to contribute to the company.
– A partnership company has legal person status from the date of issuance of the Enterprise Registration Certificate.
– A partnership company may not issue any type of securities.
Does a private enterprise have legal person status?
Under Clause 1, Article 188 of the Law on Enterprises 2020, a private enterprise is an enterprise owned by one individual who is liable with all of his/her assets for all activities of the enterprise.
Under Clause 3, Article 190 of the Law on Enterprises 2020, the private enterprise owner is the legal representative, representing the private enterprise as the petitioner in civil matters, plaintiff, defendant, or person with related rights and obligations before Arbitration and Courts, and representing the private enterprise in exercising other rights and obligations as provided by law. Accordingly, a private enterprise does not have legal person status.
Notes on applying current legal provisions
This article belongs to the Enterprise & M&A Knowledge series and is presented for reference, helping readers understand the legal issue at a general level before preparing dossiers or carrying out transactions.
Legal provisions may change depending on the time, locality, type of dossier and specific circumstances. If you need to determine exactly which legal basis applies to your dossier, please contact the lawyers of ANT Legal at 0966.475.966 for checking and advice before proceeding.
Common risks to note
- Applying legal documents that have been amended, supplemented or replaced.
- Preparing incomplete dossiers, documents or necessary evidence.
- Misunderstanding the conditions, order, time limits or competent authority for resolution.
- Signing, submitting dossiers or carrying out transactions without fully assessing legal risks.
How can ANT Legal help?
ANT Legal assists in reviewing specific situations, checking dossiers, determining applicable legal bases, advising on handling options and representing clients in working with individuals, organizations or competent authorities when necessary.
For quick advice, you may contact our lawyers at 0966.475.966.
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What is legal person status?
Under Article 74 of the Civil Code 2015, an organization is recognized as a legal person when it fully satisfies the conditions: established in accordance with law; having an organizational structure as provided; having assets independent of individuals and other legal persons and bearing liability with its own assets; and participating in legal relations independently in its own name.
When do multi-member LLCs, single-member LLCs, joint-stock companies and partnership companies obtain legal person status?
All four types obtain legal person status from the date of issuance of the Enterprise Registration Certificate, under Clause 2, Article 46 (multi-member LLC), Clause 2, Article 74 (single-member LLC), Clause 2, Article 111 (joint-stock company) and Article 177 (partnership company) of the Law on Enterprises 2020.
Does a private enterprise have legal person status?
No. A private enterprise is owned by one individual who is liable with all of his/her assets for all activities of the enterprise. The private enterprise owner is the legal representative, representing the private enterprise as petitioner in civil matters, plaintiff or defendant before Arbitration and Courts.
Choosing the right enterprise type from the outset helps you optimize legal liability and governance structure for your business plan. For advice on selecting a suitable model, please contact ANT Legal.
