Detailed guidelines for implementation of law on enterprise 2005 (No 139/2007/ND-CP)

01 Jan

By: B&Company Vietnam

Law & Regulations

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Decree 139/2007/NĐ-CP guides in detail the implementation of a number of articles of the Enterprise Law regarding the establishment, management organization, operation, re-organization and dissolution of enterprises. This Decree applies to specified companies and enterprises; Individual business households; and other organizations and individuals involved in the stablishment, management organization, operation, re-organization and dissolution of enterprises. It contains 31 articles and takes effect from September 20, 2007.
Article 1. Scope of regulation
Article 2. Subjects of application
Article 3. Application of the Enterprise Law, treaties and relevant laws
Article 4. Prohibited business lines
Article 5. Conditional business lines and business conditions
Article 6. Business lines for which practice certificates are required
Article 7. Business line for which legal capital is required
Article 8. Right to business registration and business activities
Article 9. Right to establish enterprises
Article 10. Right to contribute capital and purchase shares
Article 11. Ban on state agencies and people’s armed forces units from using state capital and assets to contribute capital to, purchases shares from, or establish, enterprises for profit-seeking purposes
Article 12. Additional guidance on a number of rights and obligations of members of limited liability companies
Article 13. Additional guidance on directors (general directors) and Management Board members
Article 14. Number of authorized representatives joining in a Members’ Council or attending a Shareholders’ Meeting
Article 15. Founding shareholders
Article 16. Setting up of branches and representative offices of foreign-invested enterprises
Article 17. Election by accumulative calculation of votes
Article 18. Additional guidance on meetings of the Management Board
Article 19. Transformation of a one-member limited liability company into a limited liability company with two or more members
Article 20. Transformation of join-stock companies or limited liability companies with two or more members into one-member limites companies.
Article 21. Transformation of limites liability companies into joint-stock companies
Article 22. Major contents of written requests for transformation
Article 23. Contents of business registration certificates or business registration in investment certificates applicable to cases of transformation
Article 24. Transformation of private enterprises into limites liability companies
Article 25. Joint-venture enterprises, 100% foreign-owned enterprises which have not been registered or re-registered under the Government’s Decree No. 101/2006/ND-CP
Article 26. Additional guidance on economic groups
Article 27. Supervision by business registration agencies of the order and procedure for conducting Shareholders’ Meetings and issuing decisions of Shareholders’ Meetings
Article 28. Dissolution of enterprises
Article 29. Dissolution of branches
Article 30. Implementation effect
Article 31. Organization of implementation
Source: Ministry of justice
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