ASSIGNMENT 2 FRONT SHEET

Qualification BTEC Level 4 HND Diploma in Business

Unit number and title Unit 7: Business Law

Submission date Date Received 1st submission

Re-submission Date Date Received 2nd submission

Student names & codes Final scores Signatures

1. Phan Cong Thien Thien

2. Nguyen Trang Nha Nha

Group number: 3. Ngo Nha Uyen Uyen

4. Nguyen Tung Khanh Khanh

5.

6.

Class Assessor name Nguyen Chi Thang

Student declaration
I certify that the assignment submission is entirely my own work and I fully understand the consequences of plagiarism. I understand that making a false declaration is a form of malpractice.
P3 P4 P5 P6 M2 M3 M4 D1 D2 D3
 OBSERVATION RECORD
Student 1 Phan Cong Thien

Description of activity undertaken

- Comparing the differences between the internal regulations of chosen business and the standards of the
Association.
- Comparing the differences between the internal regulations of chosen business and the standards of the
Association.
- What is the most popular company type in Vietnam? Data?
- What is the most popular type of resolution to settle disputes in Vietnam? Data?
- Theory sections in grade P.

Assessment & grading criteria

How the activity meets the requirements of the criteria

Student
Nguyen Tung Khanh Date:
signature:

Assessor
Nguyen Chi Thang Date:
signature:

Assessor name:
Student 2 Nguyen Trang Nha

Description of activity undertaken

- Introduction + Conclusion
- Contract Law
- Theory sections in grade P.

Assessment & grading criteria

How the activity meets the requirements of the criteria

Student
Nguyen Trang Nha Date:
signature:

Assessor
Nguyen Chi Thang Date:
signature:

Assessor name: Nguyen Chi Thang

Student 3 Ngo Nha Uyen

Description of activity undertaken

- What is the most popular company type in Vietnam? Data?

- What is the most popular type of resolution to settle disputes in Vietnam? Data?
- Analyze the advantages and disadvantages of the formation of different types of business organizations
- Making a Powerpoint
- Theory sections in grade P.

Assessment & grading criteria

How the activity meets the requirements of the criteria

Student
Ngo Nha Uyen Date:
signature:

Assessor
Nguyen Chi Thang Date:
signature:

Assessor name: Nguyen Chi Thang

Student 4 Nguyen Tung Khanh

Description of activity undertaken

- Employment Law
- Company Law
- Report adjustment
- Theory sections in grade P.

Assessment & grading criteria

How the activity meets the requirements of the criteria

Student
Nguyen Tung Khanh Date:
signature:

Assessor
Nguyen Chi Thang Date:
signature:

Assessor name: Nguyen Chi Thang

 Summative Feedback:  Resubmission Feedback:

Grade: Assessor Signature: Date:

Internal Verifier’s Comments:

Signature & Date:

 Table of Contents
Introduction ............................................................................................................................. 9
Definition of contract .............................................................................................................. 9
Types of contracts ................................................................................................................... 9
Face-to-face contract............................................................................................................ 9
Written contract ................................................................................................................. 10
Electronic contract ............................................................................................................. 10
Definition, Features of types of company and Increase/Decrease Capital (P4 + P5)........... 11
Sole proprietorship.......................................................................................................... 11
Partnership ...................................................................................................................... 13
Limited liability company............................................................................................... 15
Joint Stock company ....................................................................................................... 23
3 Types of Dispute Cases in Practice (P3 + P6) ................................................................... 26
Comparing the differences between the internal regulations of chosen business and the
standards of the Association (M2) ........................................................................................ 28
Analyze the advantages and disadvantages of the formation of different types of business
organizations (M3) ................................................................................................................ 29
Recommend legal solutions for resolving a range of disputes, using examples to demonstrate
how a party might obtain legal advice and support (M4) ..................................................... 32
What is the most popular company type in Vietnam? Data? (D1) ....................................... 34
What is the most popular type of resolution to settle disputes in Vietnam? Data? (D2) ..... 35
Conclusion............................................................................................................................. 35
Reference Lists ...................................................................................................................... 35
 Introduction

With the purpose of investing in the UK and a new market in Vietnam, researching and clearly
understanding about legal points are of importance to a person who is representative for the legal expert of
a company. Therefore, to prepare for the investment of Dragon Capital Fund, this report basically goes
through theory of types of contracts, types of businesses and companies and deeply analyze problems and
solutions of a dispute to have a grasp about legal issues to have the well preparation before researching new
markets. These contents are demonstrated below with the particular sections.

Definition of contract

A contract is comparable to a commitment made between parties. It is a commitment to carry out

certain actions between two or more individuals or organizations. A party in a contract is any individual or
entity that consents to perform an obligation.

You and the other person or organization can express your agreement in a contract or agreement. It
is a record of the commitments you have made in writing. A written agreement that has been signed by all
parties is the best type of contract.

Types of contracts

Face-to-face contract

Definition: An oral contract, also known as an oral agreement, is one that is made through spoken
words. The parties to the agreement will communicate directly as well as through audio over the phone,
radio, or electronic message.

Pros: Some civil transactions, such as the buying and selling of small products, meeting daily
necessities at the market, and oral agreements between buyers and sellers, are not always finished in writing.
Oral agreements are therefore quick, practical, and appropriate for little agreements.

Cons:

We engage in an oral contract, which is swiftly agreed to by the parties, with incomplete and
detailed transaction information. The parties may only agree on a few key provisions in this scenario, such
as compensation in the event of a disagreement or harm, as the parties may not foresee potential developing
circumstances when performing the contract.
 When parties engage in a contract with one another primarily based on mutual confidence and
credibility, it can be challenging to ascertain the exact terms of the agreement. Additionally, an oral contract
is typically only reached by two parties and very rarely by more. When a disagreement emerges, it can be
challenging to demonstrate the details of prior transactions in order to petition the court to uphold their legal
rights and interests. Additionally, when in court, the parties tend to just assert their side of the story. The
words that each party uses to describe their part of the agreement make up its essential content. Because
these perspectives do not align, the court also has a tough time figuring out what the actual content of the
contract is, as mentioned above.

Written contract

Definition: A written contract is a written document that outlines an agreement between two parties.
Individuals, businesses, or organizations may be involved. The agreement must include all components or
portions of the agreement to be considered valid, and each person involved must sign the document.

Pros:

• A written contract improves enforcement: When there are contract problems stemming from verbal
agreements, the contract in writing eliminates the danger of "your word against their word." This can
lead to endless squabbles. In some states, a formal contract is required for legal enforcement.

• Real estate and debt payment agreements may necessitate: Written contracts are required for real
estate and debt payment. Why place judgments in the hands of a judge? This also makes it easier for
partners to reach an agreement, such as on the dissolution of the business.

Cons:

• There is less flexibility: Your adaptability is limited. There may be an impact on future decisions. A
contract employee has certain responsibilities. An at-will employee, on the other hand, may see
changes to their function as the business requires.

• It requires some time: It takes longer to write down an agreement than it does to agree verbally. It
can cause both delays and confusion. Both parties may not fully comprehend legal words.

Electronic contract

Definition: Since an electronic contract is formed through data messages and transmitted over the
Internet and telecommunications networks, an electronic contract has the following main characteristics:

• Expressed by data message

 • Created, transmitted, and stored by electronic means

• Wide scope of signing

• Technical complexity

• The governing law is not systematic and detailed

Pros:

• Easy to manage, store or search: Conventional contracts must be signed with expensive and labor-
intensive documents. The contract is signed electronically, bringing much more convenience, saving
cost and management time, when needed, just take out the phone and review it quickly.

• Save time and costs: All operations from making, censoring, signing and sending are done via the
internet quickly, no need to use paper for printing. This saves a lot of money and time in
implementation as well as management.

Cons:

• It makes it difficult to confirm the place of signing because it is done in a borderless manner,
especially for international contracts.

• Due to the immaterial and intangible nature, when a dispute occurs, it is difficult to obtain evidence
with the original signatures and documents. Therefore, in this case, it is necessary to have a third
party in determining the digital signature and similar conditions for the validity of the contract are
specified.

• The problem of fraud is also very big for businesses. In our country, we are still hesitant about
signing contracts in this form.

Definition, Features of types of company and Increase/Decrease

Capital (P4 + P5)

Sole proprietorship

Definition: A sole proprietorship is a company held by a single person who is exclusively liable for
all the company's assets and all business-related actions.

Characteristics:
 • No sort of security may be issued by private businesses.

• Only a private enterprise may be founded by an individual. An individual who owns a private
business cannot also own a business household or be a partner in a partnership.

• A private business is not allowed to invest money in the formation of, or buy stock in, a partnership,
limited liability company, or joint stock company.

• The owner of a private enterprise has complete control over the operation of the company, including
all business decisions, how to spend any earnings left over after taxes, and how to fulfill any legal
requirements. A private company's owner has the option of managing and running the company
themselves or by employing a third party. Even if they hire someone else to serve as the managing
director of the company, they are still accountable for all corporate operations.

Structure:
A private enterprise's organizational structure is simple and compact because the whole operation
of the enterprise is under the control of the business owner himself. This is mirrored in Article 190 of the
Law on Enterprises 2020, precisely as follows:

 The owner of a private enterprise has complete control over all economic activities, the use of profits
after taxes, and other financial duties imposed by law.

 The owner of a private enterprise may manage and operate business activities personally or employ
another person as a Director or General Director; in this case, the owner of the private enterprise
remains accountable for all business operations of the private enterprise.

 The legal representative of a private enterprise is the owner, who represents the private enterprise as
a person requesting a settlement agreement, plaintiffs, accused persons, or persons related to the
provision and commitments before arbitration, courts, and trying to represent private businesses to
perform other rights and obligations even though prescribed by law.

 A sole proprietorship begins and ends with the decision of the business owner or with their death. If
a sole proprietorship grows significantly, it may evolve into another, more sophisticated business
structure.
Management:
• Full management control:

Proprietors have complete control of all parts of their business, including manufacturing, sales,
financing, people, and so on. This kind of autonomy appeals to many entrepreneurs because the success of
the enterprise also signifies personal success.
 To be successful, business owners must be "excellent enough" in the different areas of their business
over which they have control.

While some business owners hire staff and transfer part of their responsibility, they are ultimately
responsible for all their company's choices and actions.

• Few Government rules and laws

There are very few government rules and regulations that apply specifically to business owners.
Sole owners must keep accurate records and file and pay taxes on business and personal income.
In general, record-keeping and tax reporting duties are no more difficult than maintaining records
for individual income tax files. Due to the time and effort required, business owners wish to invest in
specialized software and experts to reduce the amount of time spent on administration.

Government regulations governing larger businesses and public firms, such as financial disclosure,
necessitate significantly more administration and do not apply to single proprietorships.
Increase and Decrease Capital (P5)
Given the character traits of the type of private enterprise, the business owner is only entitled to
establish a private enterprise; therefore, during the courses of business navigation activities, the business
owner can only increase or decrease the capital of the enterprise based on its operational needs (Due to the
disadvantage of a private enterprise, the business owner is not entitled to contribute capital or establish at
the same time business households).

The owner of a private enterprise does have the right to expand or decrease personal investment
capital in the enterprise's business activities during its operation. The increase or decrease in the owner's
investment capital must be fully reported in the accounting accounts. If a private enterprise's investment
capital is lowered to a level below the registered investment capital, the owner may only do so after
registering with the Business Registration Agency.

Partnership

Definition: A partnership is a firm where: There must be at least two partners who share ownership
of the company and operate under the same name (hereinafter referred to as general partners). The company
may have additional capital contributions in addition to its general partners; capital contributors are only
liable for the company's debts to the extent of the capital they have contributed to the company; and general
partners must be individuals who are personally liable for the company's obligations with all of their assets.

Characteristics:
 • A partnership is not permitted to issue any type of security, much like a sole proprietorship. A
partnership, however, has legal standing as of the day the Certificate of Business Registration was
issued, which is where there is a distinction.

• A partnership consists of capital contributors and general partners.

• The company's general partners are co-owners and have the authority to conduct business on the
company's behalf in the lines of business that the company engages in. They may also negotiate and
finalize contracts, agreements, or covenants with the terms that they believe will be most
advantageous to the company. In addition, one of the key duties of a general partner is to share in
the responsibility of paying off the remaining debts of the firm in the event that the assets of the
company are insufficient to pay off the remaining debts.

• Members who have made capital contributions to the company's charter capital are entitled to an
annual profit sharing in accordance to the amount of capital they have made contributions. However,
capital contributors are only responsible for the company's debts and other property duties to the
amount contributed funds and are not permitted to run the company, conduct business on the
company's behalf, or participate in its management.

Structure:

Firstly, the general partners' agreement determines the organizational framework of a partnership.
Council of members, the chairman of the members' council, and a director are all parts of the partnership's
organizational and administrative structure (general director). In a partnership, the Members' Council is the
highest decision-making body. All members make up the Members' Council (general partners and capital
contributors). The Members' Council chooses a general partner to serve as its chairman and has the authority
to control the company's operational operations. Moreover, the chairman of the Members' Council serves as
the general director of the firm unless the organization's charter provides otherwise (general director). The
Director (General Director), who serves as the Chairman of the Members' Council, is primarily responsible
for managing and running the company's day-to-day operations as a general partner, as well as calling and
planning meetings. defending the corporation as a defendant or plaintiff in litigation, commercial conflicts,
or other problems. Assigning business collaboration among general partners.

Increase and Decrease Capital (P5)

In terms of partnerships, to increase the capital of companies, general partners tend to ask for the
help of capital contributors, but capital contributors have no right to control and manage businesses and
make company decisions. On the other hand, a partnership may reduce its charter capital in accordance with
the provisions of the applicable law by removing a general partner from membership or during the courses
of the partnership's business, following the law-abiding processes for registering capital changes, and the
corporation can exercise its charter (Law Firm, 2017).
 Limited liability company

1. One member
Definition: A business operated by a group or a person is known as a "single-member limited
liability corporation." As much as the company's charter capital, the owner is liable for all debts and other
property responsibilities.

Characteristics:
• One-member limited liability company has legal status from the date of issuance of the business
registration certificate and is not entitled to issue shares.

• Regarding the organizational and management structure of the company, a one-member limited
liability company owned by an organization is managed and operated by the organization under one
of the following two models:
• Company President, Director or General Director and Controllers;

• Members' Council, Director or General Director, and Controllers.

Structure:

The organizational structure and operation of a one-member limited liability company is different
when it is owned by an individual or an organization. Compared with the old regulations in the Enterprise
Law 2014, the organizational structure of the limited company has removed the content related to the
Supervisory Board. According to the provisions of the Enterprise Law 2020, the specific organizational
structure is as follows:

The first model (Owner by an individual): Company President, Director or General Director

The second model (Owned by the organization) selects the organization and operates under one of
the following two models:

1. Company President, Director or General Director

2. Board of members, Director or General Director

➢ Company President

In a one-member limited liability company owned by an individual, the owner is the President of
the company. For a one-member limited liability company that is selected by an organization as an owner
to operate as a model with a company president, the company owner appoints a chairman and the company
president will exercise rights on behalf of the owner. and obligations of the owner; on behalf of the company
to perform the rights and obligations of the company (except for those under the authority of the (General)
Director).

The President of the company can concurrently act as (General) Director in the company.

In which, the rights and obligations of the Owner are as follows:

• Decide on the entire content of the company's first charter; decide to amend and supplement the
company's charter when necessary;

• Decide on investment and business; decide on the internal management process of the enterprise;

• Have the right to sell part or all of the charter capital in the company to other organizations or
individuals;

• Decide on the use of profits after fulfilling tax and other financial obligations of the company;

• To decide on the organization of company transformation, business suspension, company dissolution

and company bankruptcy;

• To be entitled to recover the entire value of the company's remaining assets after the company
completes its dissolution or bankruptcy.

➢ Director (General Director)

(General) The director may concurrently be the President of the company or be hired by the owner.
For a one-member limited liability company operating under the model of the Members' Council, the Board
of Directors shall appoint the title (General) Director in the company for a term not exceeding 5 years.

Rights and obligations of the (General) Director will be specified in the charter and labor contract.
But in general, the (General) Director will run the day-to-day business operations of the company and be
responsible before the company and the law for the performance of his rights and obligations.

➢ Board of members

The Members' Council is appointed or dismissed by the company owner for a term of not more
than 5 years and has from 3 to 07 members.

The Members' Council shall, on behalf of the owner, perform the rights and obligations of the
owner.
 The method of meeting and resolutions of the Members' Council is similar to that of the Members'
Council of a limited liability company with 2 or more members.

2. Multimember:
Definition: A limited liability company with multiple members is an enterprise where: Members
may be organizations or individuals; the number of members shall not exceed fifty; Members shall be liable
for the debts and other obligations of the enterprise with respect to its property to the extent of the amount
of capital contributed to the enterprise.
Characteristics:

• A limited liability corporation with two or more members has legal standing as of the day the
Certificate of Business Registration was issued; nevertheless, they are not permitted to issue shares.

• The chairman of the members' council, the director, and the general director make up the
organizational structure and management of a firm with two or more members. A limited liability
corporation that has at least 11 members must create a control board; if there are fewer than 11, a
supervisory board may be created in accordance with corporate governance guidelines. The
company's charter outlines the supervisory board's and its head's rights, duties, expectations, rules,
and working procedures.

Structure:

The organizational structure and operation of a multi-members limited liability company include
the Board of members, the Chairman of the Board of members, and the Director (General Director)
. Compared with the 2014 Enterprise Law, the regulation on organizational structure of 2-member limited
liability companies in the Enterprise Law 2020 has the biggest difference in that the company does not need
to organize the activities of the Supervisory Board. Meanwhile, according to the Enterprise Law 2014, for a
multi-member limited liability company with 11 or more members, a Supervisory Board is required.

• Board of members

The Board of members includes all individuals participating in capital contribution and an
authorized representative of the organization contributing capital to the 2-member limited liability company.
The Board of Directors is the highest decision-making body in the company.

 Rights and obligations of the Members' Council

The Board of Directors has the following rights and obligations:

• Decide the company's development strategy and annual business plan;

 • Decide to increase or decrease the charter capital, decide the time and method of raising additional
capital; decide to issue bonds;

• Decide on investment and development projects of the company; solutions for market development,
marketing and technology transfer;

• Approve contracts for borrowing, lending, selling assets and other contracts prescribed by the
company's charter with a value of 50% or more of the total value of assets recorded in the financial
statements at the time of the latest announcement. of the company or a smaller percentage or value
specified in the company's charter;

• Elect, relieve from duty and remove from office the Chairman of the Members' Council; decide to
appoint, relieve from duty, remove from office, sign and terminate contracts with the Director or
General Director, Chief Accountant, Controllers and other managers specified in the company's
charter;

• To decide on the salary, remuneration, bonus and other benefits for the Chairman of the Members'
Council, the Director or General Director, the Chief Accountant and other managers prescribed in
the company's charter;

• Approving annual financial statements, plans for use and distribution of profits or plans for handling
losses of the company;

• Decide on the organizational and management structure of the company;

• Decide on the establishment of subsidiaries, branches or representative offices;

• Amending and supplementing the company's charter;

• Decide to reorganize the company;

• Decide to dissolve or request bankruptcy of the company;

• Other rights and obligations as prescribed by this Law and the company's charter.

 Board of Directors meeting

Authority to convene: at the request of the Chairman of the Members' Council or at the request of
a member or group of members.

Terms and conditions:

 The first time: The meeting is conducted when the number of members attending the meeting owns
at least 65% of the charter capital; The specific ratio will be prescribed by the company's charter.

Second time: When the first meeting is not eligible to proceed, within 15 days from the intended
date of the first meeting, the Board of Directors meeting will be convened for the second time with the
number of attending members possessing from 50% of charter capital or more

Third time: When the second meeting is not eligible to proceed, within 10 days from the intended
date of the second meeting, the meeting of the Board of Directors will be convened for the third time. In this
case, the meeting of the Board of Directors shall not be convened for the third time. depends on the number
of members attending the meeting and the charter capital represented by the number of attending members.

 Resolution of the Board of Directors

The Members' Council shall adopt the Resolution by voting at the meeting, collecting opinions in
writing or by other means prescribed by the company's charter. However, the following issues will have to
be voted at the meeting to be approved (if the company's charter does not provide otherwise):

✓ Amending and supplementing the company's charter;

✓ Decide on the direction of company development;

✓ Elect, dismiss and remove the Chairman of the Board of Directors; to appoint, relieve from duty,
remove from office (General) the Director;

✓ Approving annual financial statements;

✓ Reorganization or dissolution of the company

 Resolutions will be adopted at the meeting in the following cases:

✓ Approved by attending members owning 65% of the total capital contributed by all attending
members or more (except for the case below).

✓ The resolution or decision to sell assets valued at 50% or more of the total value of assets is approved
by attending members who own 75% of the total capital contributed at the meeting or more. recorded
in the company's most recent financial statement or a smaller percentage or value than specified in
the charter; reorganization and dissolution of the company.

 A resolution of the Members' Council takes effect from the date of its adoption or from the effective
date stated in that Resolution.
 • Chairman of the Board of Directors

The Chairman of the Board of Directors is a person elected by the Board of Directors for a term as
stipulated in the company's charter but not exceeding 5 years and may be re-elected for an unlimited number
of terms. The Chairman of the Board of Directors may concurrently be the (General) Director.

 Rights and obligations of the Chairman of the Board of Members

✓ Prepare program and plan of activities of the Members' Council;

✓ Prepare agenda, contents and documents for meetings of the Members' Council or to collect opinions
of members;

✓ To convene, preside over and act as chairman of a meeting of the Members' Council or to collect
opinions of members;

✓ To supervise or organize supervision of the implementation of resolutions and decisions of the

Members' Council;

✓ On behalf of the Members' Council, sign resolutions and decisions of the Members' Council;

✓ Other rights and obligations as prescribed by this Law and the company's charter.

• Director (General Director)

(General) Director is the person who runs the company's day-to-day business operations and is
responsible to the Board of Directors for the performance of his/her rights and obligations.

(General) The director is appointed from one of the members of the Board of Directors or can be
hired.

 Rights and obligations of (General) Director

✓ Organize the implementation of resolutions and decisions of the Members' Council;

✓ Decide on issues related to the company's day-to-day business operations;

✓ Organize the implementation of the company's business plan and investment plan;

✓ To promulgate regulations on internal management of the company, unless otherwise provided for
in the company's charter;
 ✓ To appoint, relieve or dismiss managers in the company, except for titles within the competence of
the Members' Council;

✓ To sign contracts on behalf of the company, except for cases under the competence of the Chairman
of the Members' Council;

✓ Proposing the company's organizational structure plan;

✓ Submit annual financial statements to the Members' Council;

✓ Proposing plans for using and distributing profits or dealing with losses in business;

✓ Labor recruitment;

✓ Other rights and obligations are specified in the company's charter, resolutions and decisions of the
Members' Council, and labor contracts.

Increase and Decrease Capital:

o Increase charter capital Business Law on limited liability companies with two or more members.

According to the decision of the Members' Council, the company may increase its charter capital
in the following forms:

• Case 1: Increase the member's contributed capital.

This is the case of increasing the charter capital of the company by increasing the contributed capital
of existing members. Accordingly, the additional capital contribution is divided among members, in
proportion to their contributed capital in the company's charter capital.

• Case 2: Adjustment to increase the charter capital corresponding to the increased asset value of the
company:

During the courses of business operations, the company's asset value may increase, and then the
company may (optionally) increase its charter capital in proportion to the increased asset value. By adjusting
the charter capital, the members will have a more nominal capital contribution, but in fact, they do not make
any additional capital contribution to the company. Therefore, the adjustment to increase the charter capital
in this case is only a formality (merely the adjustment of the number of charter capital levels on the
company's charter). Therefore, the company's increase in charter capital in this case will not affect the
percentage of capital contribution of existing members.
 • Case 3: Receiving capital contribution from new members

In this case, the receipt of additional capital contributions from new members must be agreed
(absolutely unanimously) of the members (if the company's charter does not provide otherwise).

o Reduced charter capital Business Law on limited liability companies with two or more members.

According to the decision of the Members' Council, the company may reduce its charter capital in
the following forms:

- Refund a part of contributed capital to members according to their proportion of contributed capital in
the charter capital of the company if it has operated continuously for more than two years from the date
of business registration; at the same time still ensure to pay all debts and other property obligations after
they have been repaid to the member;

- Buy back the contributed capital as prescribed in Article 44 of this Law;

- Adjustment of the charter capital in proportion to the reduced asset value of the company.

o Increase charter capital Law on the business of one-member limited liability companies.

• Case 1: Company owner invests more

When the owners do not want the company to be at risk of being acquired like other forms of
business, and at the same time they have the budget, they will proceed to invest more capital themselves. At
this time, you will need to carry out some procedures to register for a change in charter capital.

• Case 2: Increasing charter capital by mobilizing more capital from other people

In case of raising more capital contributed by other people, you will have to change the type of
business in the following 2 forms:

- Change to the form of a limited liability company with two or more members (including changing
business registration contents).

- Convert to the form of a joint stock company according to regulations.

 Capital contributors can be individuals or organizations. Besides, the company can make a new seal
and make notice of the change of seal sample on the national registration portal.

o Reduced charter capital Business Law of one-member limited liability companies.

 • Case 1: Refund of part of contributed capital in charter capital

This case is only done when the following conditions are met:

- The operating time of the company is more than 2 years based on business registration documents.

- All debts and property obligations have been fully paid after paying the owner.

- Rely on financial statements to pay off debt.

• Case 2: Charter capital is not paid in full and on time

Since the certificate of business registration is issued, the owner must make a full capital
contribution for 90 days. At the end of the above time limit, if the owner is not able to fully contribute,
he/she will have to carry out procedures to reduce the charter capital.

Joint Stock company

Definition: A joint-stock company is a business in which the following conditions are met: the
charter capital is divided into equal shares; organizations or people may be shareholders; the minimum
number of shareholders is three, while the maximum number is unlimited; shareholders have the freedom to
freely transfer their shares to third parties. Shareholders are only liable for the debts and other property
liabilities of the firm to the extent of the capital contributed to the enterprise.
Characteristics:

• Joint-stock businesses have legal standing as of the day when the Certificate of Business Registration
was issued; nevertheless, they have a more unique characteristic that permits outside capital raising
through the issuing of shares.
• A joint stock company's governance structure consists of the General Meeting of Shareholders, the
Board of Directors, the Chairman of the Board of Directors, the Director/General Director of the
Company, and the Supervisory Board.

Structure:
According to the Enterprise Law's provisions, a joint stock company's organizational and
management structure consists of the following: the General Meeting of Shareholders, the Board of
Directors, the Director, and the General Director; a joint stock company that has more than 11 individual
shareholders or an organization shareholder that owns more than 50% of the company's total shares is
required to have a Control Board.

 The General Meeting of Shareholders

• The highest decision-making body of a joint-stock corporation is the general meeting of shareholders,
which is composed of all shareholders with voting rights (including ordinary shareholders and voting
preference shareholders). Organizational shareholders have the right to name one or more authorized
representatives to act on their behalf and exercise shareholder rights in accordance with the law. If
more than one authorized representative is named, the number of shares and votes assigned to each
representative must be specified.
 The Board of Directors
• The Board of Directors, the governing body of a joint stock company, is fully empowered to make
decisions on the business's behalf regarding all topics pertaining to its goals and interests, with the
exception for those that fall under the purview of the General Meeting of Shareholders. bronze.
• Unless the company's charter specifies otherwise, the Board of Directors must include at least three
and no more than eleven members. The company's board of directors members are not required to
be stockholders.
 Director or General Director of the company:
• The manager of the company's daily operations is known as the director or general director. The
board of directors will choose one of them to serve as the company's director or general director, or
they may hire someone else. Either way, they will be under the board's supervision and accountable
to them as well as to the law for the company's success. fulfill the obligations that have been given
to you. The Director or General Director is the company's legal representation unless the company's
charter specifies that the Chairman of the Board of Directors is that representative's role.
• The Director or General Director's tenure cannot be more than five years, and they are eligible for
an unlimited number of reappointments.
 Control Board
• A Supervisory Board is required for every joint-stock corporation with more than 11 individual
shareholders or an organization shareholder owning more than 50% of the total number of shares.
• Unless the company's charter specifies otherwise, the Supervisory Board consists of three to five
members. Its tenure is restricted to five years, and its members are eligible for an unlimited number
of elections. More than half of the Supervisory Board's members must have residences in Vietnam
on a long-term basis. Unless the firm's charter specifies otherwise, the chair of the Supervisory Board
must be a certified accountant or auditor who works full-time for the company.

Increase and Decrease Capital:

o Cases of increasing charter capital:

 Introducing fresh shares to raise extra money in the following ways:

➢ Offering to current shareholders: When the firm raises the number of shares it is permitted to offer
and sells every one of those shares to all current shareholders in proportion to their current holdings
in the company.
➢ Public offering of shares: Securities laws must be followed while making a public offering of shares.
 ➢ Shares are offered privately.

 Convert issued bonds into shares:

A convertible bond issued by a joint stock corporation may be converted into common shares under
the terms outlined in the bond issuance plan.

 Paying stock dividends:

In this scenario, the company does not need to go through the share offering processes, but it does
need to register to enhance its charter capital by the whole par value of the shares being used to pay
dividends.

o Cases of decreasing charter capital:

When two requirements are met, the firm will return a portion of contributed money to shareholders
in proportion to their ownership of company shares:

➢ Since the date of business registration, the firm has been functioning consistently for more than two
years.
➢ After returning contributed cash to shareholders, the corporation must guarantee that all debts and
other property responsibilities are paid in full.

 Shareholders' requests for the redemption of issued shares

At the company's discretion, issued shares may be redeemed

A joint-stock firm is only permitted to redeem up to 30 percent of the total number of issued
ordinary shares.

In the following circumstances, a joint-stock corporation may redeem all or a portion of the sold
dividend preference shares:

➢ The total number of shares of each kind offered for sale within a 12-month period may be
repurchased by the Board of Directors up to 10% of the total number of such shares. In other
circumstances, the General Meeting of Shareholders will determine whether to repurchase shares.
➢ The share repurchase price is set by the board of directors.
➢ The redemption price for common shares cannot be greater than the share's market value at the time
of redemption.

The redemption price cannot be less than the market price for shares of other classes.

➢ Each shareholder's shares may be repurchased by the corporation in proportion to their ownership
stake.

Within 90 days of the date, the Certificate of Business Registration was issued, the shareholders
have not fully contributed the required amount of charter capital.
 3 Types of Dispute Cases in Practice (P3 + P6)

Contract Law

Purposes.

This contract is provided for tutors, parents and students by the Ong Mat Troi Company, which is
one of the well-known, reliable, and common companies in the tutor community. This contract is used as
the rights and obligation of agreement between two attributed parties: tutor and students to not only ensure
the teaching services more conveniently, but also meet the requirements of two integral parties.

Parties.

Regarding tutors, there are basic demands of the company that the tutor needs to meet such as: the
ability of languages, necessary degrees and well academic performance. Apart from that, meeting
requirements of time, distance and gender are also important in certain situations. One thing noted that all
tutors coming to this company need to be at least 18 years old, which means they need to be a freshman at
least. On the other hand, there are fewer limits on age, gender, required subjects, and other factors in terms
of parents and students.

Capacity.

In terms of the party requiring services (parents and students), it is not necessary for the learners to
be at least 18 years old. However, the ones who conduct the transaction and sign the contract need to have
legal capacity, and usually they are parents or 18-year-old students at least. Supposedly, regarding the party
providing the services, including middlemans and tutors, they must have legal capacity, and tutors must be
at least 18 years old to ensure their literacy.

Rights and Obligation.

Rights and obligations of each party are clearly written in the contract. Firstly, with the required
services party, they need to commit all documents and requirements consisting of personal address, salary,
number of students and schedule of parents and students correct and factual. In addition, this party has
responsibility to support the tutor party view classes and preserve documents of the tutors until the
transaction is done. On top of that, in case of the cancellation of classes from parents and students or the
other side, this company needs to repay tutors and parents and make compensation if needed. On the other
hand, tutors agreed classes also need to strictly comply with their rights and obligations. Before starting
teaching, tutors need to carefully consider classes, teaching areas, academic level, healthcare status as well.
Also, tutors and teachers need to provide exact information about themselves and being honest is one
important requirement of this company. Besides, during teaching period, tutors and teachers must be polite
and organized in appearance and personal issues to avoid negative impacts on the other party. Finally,
keeping contact between tutors with this company and tutors with students is their responsibility to discuss
conveniently and guarantee personal information security.

Possible problem.
 A ís a tutor who signed the contract with Ong Mat Troi Company to take a class of a student named
B. A is always on time when coming to B’s house to teach him. However, on the day when A receives salary,
A comes to B’s house but cannot see B. The door is locked, and neighbors living around say that B moved
to another house and the current house was rented by another owner. A called B many times, but B didn’t
answer. Also, when A called Ong Mat Troi Company for support, the company just says the tutor didn’t
provide the correct evidence because the called parents and students to confirm information, so they said
they do not have responsibility to solve any problems.

Solution.

Tutor A needs to capture the picture of students’ house and record the neighbor's speech, then send
it to the company as evidence. After that, the tutor needs to use the contract as a confirmation for special
cases that the company needs to repay for tutors and teachers. Finally, the company need to comply with
their obligation by repaying the amount of taking-classes money.

Employment Law

Brief Fact Summary.

Mr. Do Van T, (Plaintiff), contributed his capital to Company TT but he had not been divided profit
as a shareholder in this company against Nguyen XH (General Manager)

Facts.

Plaintiff brought a shareholder’s profit to examine the conduct of Defendant with regard to capital
contribution. Plaintiff wished to investigate some blind points in the financials of this company and came
up with the decision to withdraw. However, Plaintiff has not withdrawn based on commitment since
Defendant merely returned 40 million VND to Plaintiff.

Issue.

A shareholder was not in any stockholders’ meeting, and it may be unclear in the business why not
divide profits.

Solutions.

- Accepting the entire petition of Mr. Do Van T.

- Mr. Do Van T was forced to pay 416,977,200 VND to XH Brick and Tile Manufacturing Co., Ltd
(now TT Brick and Tile Manufacturing Co., Ltd) (In which there was 360,000,000 VND of original
money and 56,977,200 VND). Do it once for interest coins.

Company Law

Brief Fact Summary.

Company P sues Company H in order to have the CREO Element Pro 5.0 software removed from
the problematic machine.
 Facts.

H Educational Equipment Co., Ltd. (Company H) installed, copied, and used Company P's
computer software on business vehicles such as desktop computers and laptops without acquiring legal
permission from Company P for this purpose.

Issue.

The defendant committed severe violations of copyright law.

Solutions.

- Plaintiff P's request is partially accepted.

- Forcing defendant H Educational Equipment Co., Ltd. to remove CREO Element Pro 5.0 software
from the infringing computer, effectively ending copyright infringement, specifically the act of
copying and utilizing the CREO Element Pro 5.0 computer program.

- Forcing defendant H Educational Equipment Co., Ltd. to issue a public apology in the press for using
P's CREO Element Pro 5.0 computer application without permission, specifically posting an apology
in Newspaper T for 3 consecutive periods.

Comparing the differences between the internal regulations of chosen

business and the standards of the Association (M2)

Mobile World Investment Joint Stock Company, often known as MWI Corp for short, is a retail
company with its primary focus on selling consumer goods, digital gadgets, and mobile phones in Vietnam.
MWI Corp consistently has a distinct charter for their business, much like other businesses. These
regulations are completely consistent and in accordance with the provisions of the law, specifically:

Internal regulations of company Legislation (Enterprise Law 2020)

Pursuant to Clause 1, Article 145 of

the Enterprise Law 2020 stipulates as follows:
Article 18. Conditions for
conducting the General Meeting of Article 145. Conditions for conducting
Shareholders; the General Meeting of Shareholders
1. The General Meeting of 1. The GMS shall be conducted when
Shareholders is conducted in the direct it is participated by the number of shareholders
presence of shareholders or their that represent more than 50% of the votes; the
representatives representing at least 51% of specific ratio shall be specified in the
the voting shares.
company's charter; The specific ratio shall be
prescribed by the company's charter.
 Article 8. Transfer and transfer of
Article 78. Exercising the rights of the
shares
company owner in some special cases
3. In an event that a shareholder
3. In case the owner dies, his/her legal
being an individual dies, loses his/her civil
heir or designated heir shall be the owner or
act capacity, or has limited civil act capacity,
member of the company. The company shall be
the heirs or legal asset managers of that
converted accordingly and register the change
shareholder will be the sole persons
of enterprise registration information within 10
recognized by the company as having a right
days from the day on which the inheritance is
or interest in the shares; and this provision
settled. In case there is no heir or the heir rejects
shall not be construed as a waiver of the
the inheritance or is disinherited, the owner’s
deceased shareholder's liability from the
stake shall be handled in accordance with civil
obligations attached to any shares held by
laws.
him/her.

Analyze the advantages and disadvantages of the formation of

different types of business organizations (M3)

JOINT STOCK COMPANY

Pros:
Given that a joint stock company is the only one of the five business types, raising capital is
extremely easy and flexible. The fore-mentioned businesses have the right to issue shares to the general
public and do not impose any restrictions on the number of shareholders contributing capital;

As a result of the relatively simple transfer process for shares in a joint stock company, many people
are drawn to invest money in the business;

The risk level borne by shareholders is low because they are only accountable for the capital they
have invested in the business;

Joint stock companies have the flexibility and advantage of being able to raise capital quickly,
allowing them to operate in a wide range of markets.

Cons:
Lack of trust in partners given that shareholders' liability is only limited to the capital contribution;

A joint stock company has a very large number of shareholders, many of whom may not know one
another, and it is possible that the shareholders are divided into groups whose interests are at odds with one
another. All these factors make managing and operating a joint stock company very difficult. benefits;
Comparing it to a limited company, partnership, or sole proprietorship would reveal that the
organizational structure is more complex. Management rights in joint stock companies are clearly
decentralized. Specifically:
 The highest governing body of a joint stock company is the General Meeting of Shareholders.
However, this department is less active and usually only meets the General Meeting of Shareholders once a
year;
The Board of Directors is responsible to the General Meeting of Shareholders and has complete
authority to manage and decide on the company's strategic direction;
In addition to being answerable to the Board of Directors, the Director/General Director in charge
of the company's daily business operations.
There is no assurance of the legitimate rights and interests of shareholders or associations of
minority shareholders. In fact, in Vietnam's joint stock companies, the power of the company is concentrated
mainly on the major shareholders and the executives and managers of the company, so for joint stock
companies there is a Board of Supervisors. the interests of small shareholders may be violated or impacted
whether an Internal Audit Committee is formally established or not;

Making decisions about corporate management or business will be more challenging for a joint-
stock company because they must go through the Board of Directors and the General Meeting of
Shareholders. Therefore, it is easy for businesses to overlook the business opportunities presented by these
issues.

COMPANY LIMITED (LTD)

❖ Single-member limited liability company

Advantages:

Since there is only one owner, the sole owner has the authority to make all management and
administrative decisions;

Organizational structure that is simple and easy to manage;

The company owner is only liable to the extent that the amount of capital invested in the company
results in lower risk for the owner than a private enterprise.
Disadvantages:

Because the owner is only responsible for the business process up to the amount of capital
committed to the company, there is often little trust from partners who want to associate and collaborate.

Due to its inability to issue shares, it can only raise capital from its owner or by transferring a
portion of its capital to another person or entity. If a portion of capital is transferred, however, the company
must be converted from a sole proprietorship to either a limited liability company with two or more members
or a stock corporation.

❖ Limited liability company with 2 or more members

 Advantages:
In certain circumstances, members of a limited liability company have the right to request a buyback
of their capital contributions.
The law imposes stringent restrictions on the purchase, sale, and transfer of capital contributions
between company members. A member of the company may offer to sell or transfer contributed capital to a
third party, but the offer or transfer must be made to the other members of the company first. Consequently,
managers can easily limit the entry of outsiders by regulating the capital contributions of members.
Similar to a joint stock company, members of a limited liability company are only liable for the
company's debts and other property obligations up to the amount of capital they have invested in the
company. Therefore, in a limited liability company, there is a distinction between the assets of the company
and those of the members. The principle of asset separation is applied to all the company's asset, liability,
and liability relationships;

Regulations permit a limited liability company with two or more members to have up to fifty capital
contributors, so this is also a positive factor for businesses seeking to increase capital contributions from
new members. However, mobilization time is slower than that of publicly traded corporations.
Disadvantages:

Due to the fact that company members are only liable up to the amount of capital they have pledged
to contribute to the business, partners and customers may be hesitant to cooperate out of apprehension of
potential risks.
This type of company also has the disadvantage of restricting capital contributors to 50.

Do not issue marketable shares to solicit capital from the public.

PARTNERSHIP

Advantages:

Due to the small number of members, the vast majority of whom are well-known and trustworthy,
the management and operation of a partnership company is not overly complicated.

The general partners must be responsible with all of their assets for the business activities of the
company when they arise, so that the partnership can easily earn the trust of its customers and business
partners business cooperation.
Disadvantages:

The risk of general partners is very high because they are responsible for the company's obligations
with all their assets. It is also because of this that this type of business is not common;

The company is not permitted to issue shares for capitalization purposes.

 COMPANY PRIVATE

Advantages:

Simple establishment procedures;

The owner of a private business is fully active and has full decision-making power in the
management and operation of the business;
Private enterprises are less subject to strict legal constraints;

The owner of a private business must be liable for debts not only with the company's assets, but
also with his or her own personal assets, thereby fostering trust among partners and customers.

Disadvantages:
Being self-responsible with all of his assets because, regardless of the size of the capital contribution
made to the establishment of the business, the risk may be extremely high for the business owner.
Private enterprises are prohibited from issuing securities and from selling their contributed capital
to other individuals or organizations, preventing them from raising capital from the outside.
A private company is ineligible to contribute capital to the formation of a partnership, limited
liability company, or joint-stock company, or to purchase shares or contributed capital from such entities.

Recommend legal solutions for resolving a range of disputes, using

examples to demonstrate how a party might obtain legal advice and support
(M4)

Information about the case: Company P sues Company H to remove the CREO Element Pro 5.0
software from the infringing computer to stop the copyright infringement, specifically the act of copying
and using an unauthorized computer program, CREO Element Pro 5.0. Force defendant Company H to
announce a public apology in the media for illegally using P's CREO Element Pro 5.0 computer program.
Request that Company H pay damages in the amount of USD 543,685 (equivalent to $12,631,977,290
(twelve billion six hundred thirty-one million nine hundred and seventy-two hundred and ninety)). Request
Company H to destroy all computers with CREO Element Pro 5.0 software installed.

Assuming this is an unresolved issue (no decision has been made by the court), the appropriate
methods that company P can use to solve the problem between its company and company H are the methods
that depend on different cases and demands.
First, considering the nature of the problem, this is a commercial infringement of intellectual
property rights, specifically in the official document on the Judgment of the High People's Court in Ho Chi
Minh City. It is mentioned that "the respondent, H Education Equipment Co., Ltd. (Company H), has
performed the act of installing, copying, and using Company P's computer programs at business facilities
such as desktop computers and laptops without legally receiving the right to use these programs from
Company P." Therefore, this case can be handled by commercial arbitration.

In general, this case can be handled by all four methods: negotiation, reconciliation, commercial
arbitration, and court.

Here, we analyze the suitability of each different method to choose suitable solutions.
First, let's look at the negotiating and reconciling methods. These are two methods that are
convenient, simple, flexible, effective, and low in cost. However, it must be conducted based on the
consensus of the two parties, which is also a pretty big limitation if you want to use these two methods.
However, let's suppose that if parties agreed to calm down and negotiate with each other, reconciling the
method would have more advantages.

Specifically, the current method of negotiation is not coercive. The outcome of the negotiation also
depends on the voluntariness of the parties who are obligated to perform. It is not obligatory. In contrast, the
current reconciling method, according to Decree 22/2017/ND-CP, is considered and recognized in
accordance with the provisions of the civil procedure law. Specifically, the Civil Procedure Code 2015 has
provided a separate chapter on the procedures for recognizing the results of successful mediation outside the
court. Accordingly, the conciliation result of the mediator will be considered and recognized by the Court
as the result of successful conciliation of an incident between an agency, organization, or individual led by
the agency, organization, or person involved in the dispute. The competent authority with the task of
conciliation has successfully reconciled in accordance with the law on mediation, which is mandatory for
enforcement (in the event the Court recognizes the decision on conciliation). However, since mediation is a
voluntary activity of the parties, the mediator does not have any coercive force in the mediation process. The
mediation process is terminated immediately if Company H reserves the right to not accept the mediator's
proposal. Moreover, the mediation procedure is also prone to distortions; companies exploit it to become a
tool to delay their obligations and make it possible for company P to lose its right to sue.
=> The reconciling method will be suitable in cases where the parties want to resolve the case
quickly, cost-effectively, confidentially, coercively (if recognized by the court) and with important agreed to
by both parties.

Second, the method of solving the problem is by commercial arbitration. Similar to conciliation,
disputes between parties can only be resolved by arbitration if the parties have an arbitration agreement.
This is a more straightforward and flexible settlement method than the court. In addition, the arbitration will
also be kept confidential, ensuring the prestige of both parties. In particular, the arbitral award will be
accurate, objective, and "final," i.e., the disputes of the subjects once resolved will not be reviewed by any
adjudicating body. (except for cases of annulment of arbitral awards as prescribed by law). Therefore, it will
improve the efficiency of dispute resolution. It is also because of the finality of the arbitral award that, in
fact, there are many cases where the time for dispute settlement is prolonged, which is costly and time-
consuming for the disputing parties. In order to annul an arbitral award, one of the disputing parties must
submit a request to annul the award to the Court. The procedure is very complicated.
=> The arbitration method will be suitable in the event that both parties have an agreement and
want to settle the case quickly, accurately, and coercively (in the absence of an annulment of the court). and,
in particular, can protect both parties' reputations.

Finally, there is a court solution. In the event that company H does not agree to mediation or
agreement, company P has the right to bring this case to court. And, of course, the identities of both
companies will also be made public as required by law. However, in this case, company P is the company
whose intellectual property rights have been infringed. In a public trial, the person who suffers the most
damage in terms of image and reputation is company H. This is not a difficulty for Company P when it
comes to a court settlement. Dispute settlement at the court not only helps the subjects come up with a highly
coercive solution but also helps business entities improve their sense of respect for the law. However, the
settlement by the court also has limitations because the processing time can be lengthy and incur unnecessary
costs.
=> The method of settlement by the court is suitable in cases where the two parties cannot reconcile
or negotiate for many reasons. In addition, company P has the right to sue publicly to deter and protect the
company's resources. The settlement by the court will be highly coercive, and any errors in the trial process
can be remedied (due to the form of appeal).

What is the most popular company type in Vietnam? Data? (D1)

According to the legal library, in 2020, the most popular type of business in Vietnam was a limited
liability company, with the number of enterprises accounting for 36.8% of the total number of enterprises in
the country.
 What is the most popular type of resolution to settle disputes in
Vietnam? Data? (D2)

According to ALB and Partners - Business Law Firm, the aforementioned-conflicts may be settled
in Vietnam by negotiation, mediation, litigation, or arbitration. In fact, 90% of disagreements are presently
settled through court or arbitration proceedings. Lawyers will take part in these proceedings on behalf of
clients to uphold the clients' lawful rights and interests.

Conclusion

To recapitulate, all key points are illustrated through this report from basic theory and knowledge
to the implementation them into factual case to analyze and understand legal problems. Understanding types
of contracts and companies enables legal exports to make correct decisions and facilitate profitable and safe
investments for their companies and businesses. Moreover, knowing methods to solve dispute also helps
parties quickly address disputes and have the best methods in each situation. Combining providing theories
and implementing them into solving cases make this report more quality and persuasive; therefore, all
aspects of this report are comprehensive.

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