Most of the business issues are regulated in the Enterprise Law 2020, which will officially take effect from January 01, 01. Here are some basic must-knows for a business owner.

1. What is a business?

Enterprise means an organization with its own name, assets, transaction office, established or registered for establishment in accordance with law for the purpose of doing business.

2. What is business?

Business is the continuous performance of one, several or all stages of the process from investment, production to consumption of products or provision of services in the market for the purpose of seeking profit.

3. Business classification

Based on the legal form of the enterprise, the types of enterprises in Vietnam include:

Limited liability company (including a limited liability company with two or more members and a limited liability company with one member) is an enterprise in which the members of the company are responsible for the debts and other property obligations of the company. company within the charter capital of the company.

Joint Stock Company means an enterprise in which the company's charter capital is divided into equal parts called shares. The person or organization that owns shares of an enterprise is called a shareholder and is liable for debts and other property obligations to the extent of the capital contributed to the business.

Partnerships means an enterprise in which at least two members are owners of the company, doing business under a common name (called general partners). Partnership members must be individuals and are responsible with all their assets for the company's obligations. In addition, in a partnership, there are capital contributors.

Private enterprise is an enterprise owned by an individual and is solely responsible with all his assets for all activities of the business. Each individual is only entitled to establish a private enterprise.

Based on the mode of responsibility, they are classified into 2 types:

Businesses with unlimited liability is a type of business in which the business owner is obligated to repay the debt on behalf of the business with all his assets, when the business does not have enough assets to meet its financial obligations. According to Vietnamese law, there are two types of enterprises with unlimited liability regime: sole proprietorship and partnership.

Enterprises with limited liability regime are enterprises in which the owner is only responsible for all debts and financial obligations of the enterprise to the extent of the capital contributed to the enterprise. It means that when the assets of the business are not enough to pay the debt, the owner is not obligated to pay the debt on behalf of the business.

• Sole Proprietorship with Unlimited Liability
• limited liability company, joint stock company under limited liability

4. Business-related terms you need to know

The following terms are construed as follows:

1. Copy is a document that is copied from the original book or authenticated from the original by a competent agency or organization or has been compared with the original.
2. Foreign individuals is the holder of a document identifying foreign nationality.
3. Shareholder is an individual or organization that owns at least one share of a joint-stock company.
4. Founding partner is a shareholder owning at least one common share and signing in the list of founding shareholders of a joint-stock company.
5. the Company including limited liability companies, joint stock companies and partnerships.
6. National portal on business registration is an electronic portal used for business registration via electronic information networks, disclosure of information on business registration and access to information on business registration.
7. National Business Registration Database is a collection of data on business registration nationwide.
8. State enterprises including enterprises in which the State holds more than 50% of charter capital.
9. Vietnamese company means an enterprise established or registered for establishment in accordance with Vietnamese law and having its head office in Vietnam.
10. Contact address is the registered address of the head office for the organization; address of permanent residence or place of work or other address of the individual with whom he or she is registered with the enterprise as a contact address.
11. Certificate of business registration is a paper or electronic document that records information on business registration that the Business Registration Authority grants to an enterprise.
12. Legal documents of individuals is one of the following papers: citizen identification card, people's identity card, passport, other lawful personal identification papers.
13. Legal documents of the organization is one of the following papers: Establishment decision, Certificate of enterprise registration, other equivalent documents.
14. Capital contribution means the contribution of assets to form the charter capital of the company, including capital contribution to establish the company or additional contribution to the charter capital of an already established company.
15. Business manager means a manager of a private enterprise and a manager of a company, including the owner of a private enterprise, a general partner, the chairman of the Members' Council, a member of the Members' Council, the president of the company, the chairman of the Association Board of Directors, members of the Board of Directors, Director or General Director and individuals holding other managerial positions as prescribed in the company's charter.
16. Authorized capital is the total value of assets contributed or committed by the company's members and owners when establishing a limited liability company or partnership; is the total par value of shares sold or registered for purchase upon the establishment of a joint stock company.

5. Rights of enterprises (Article 7)

1. Freedom to do business in industries and trades not prohibited by law.

2. Business autonomy and choice of business organization form; proactively select industries, occupations, geographical areas and business forms; proactively adjust the scale and business lines.

3. Select the form and method of mobilizing, allocating and using capital.

4. Freedom to find markets, customers and sign contracts.

5. Export and import business.

6. Recruit, hire and employ workers in accordance with the labor law.

7. Actively applying science and technology to improve business efficiency and competitiveness; have intellectual property rights protected in accordance with the law on intellectual property.

8. Possessing, using and disposing of assets of the enterprise.

9. Refuse requests of agencies, organizations and individuals to provide resources not in accordance with law.

10. Complaints and participate in legal proceedings in accordance with law.

11. Other rights as prescribed by law.

6. Obligations of enterprises (Article 8)

1. Satisfy the conditions for business investment when conducting conditional business lines; sectors and trades subject to conditional market access for foreign investors in accordance with law and ensure that those conditions are maintained throughout the course of business operations.

2. To fully and promptly fulfill obligations on enterprise registration, registration of changes in enterprise registration contents, disclosure of information on the establishment and operation of enterprises, reports and other obligations according to regulations. provisions of this Law.

3. Take responsibility for the truthfulness and accuracy of the information declared in the enterprise registration dossier and reports; in case the information declared or reported is inaccurate or incomplete, it must promptly amend and supplement such information.

4. To organize the accounting work, pay taxes and fulfill other financial obligations according to the provisions of law.

5. Ensuring the lawful and legitimate rights and interests of employees in accordance with law; non-discriminatory, insulting the honor and dignity of employees in the enterprise; do not mistreat labor, force labor or use juvenile labor illegally; support and create favorable conditions for employees to participate in training to improve professional qualifications and skills; implement policies and regimes of social insurance, unemployment insurance, health insurance and other insurance for employees according to the provisions of law.

View the full text of the business law 2020 Luat-business-business-Luat-so-59-2020_QH14