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Starting a BusinessSunday, 03/20/2005, 07:06

Charter of joint venture enterprise

This Charter is prepared on the basis of the joint venture contract signed on …(date)…
Charter of joint venture enterpr

 

Charter of joint venture enterprise
 

CHARTER OF A JOINT VENTURE ENTERPRISE

Article 1

This Charter is prepared on the basis of the joint venture contract signed on �(date)�between:

Case 1 (Two-party joint venture):

    • Vietnamese party

    • Foreign party

Case 2 (Multi-party joint venture ):

    • Vietnamese party(ies).

    • Foreign party(ies) .

Case 3 (New joint venture ):

    • Joint venture enterprise

    • Foreign investor(s), or Vietnamese party(ies), or enterprise(s) with foreign owed capital.

(Note: Sate clearly information on the certificate of incorporation of each company, investment licence of the joint venture enterprise; and nationality; passport number and address of the foreign investor(s).)

Article 2

The joint venture enterprise is a limited liability company, having legal person status in accordance with the law of Vietnam.

Article 3

The joint venture enterprise is established in the Socialist Republic of Vietnam with the objective of: (Describe the business and production objectives of the joint venture enterprise.)

Article 4

1.      The name of the joint venture enterprise is �.. (in Vietnamese); the transaction name of the joint venture enterprise in a foreign language is �� .

2.      The address of the joint venture enterprise :

  • Head office: �����������������.. .

  • Main production factory/workshop: �������... .

  • Branch(es) (if any): ��������������.. .

  • Representative office(s) (if any): ��������� .

Article 5

1.      The total investment capital of the enterprise is����. .

2.      The legal capital of the enterprise is���������. , to which:

  • Vietnamese party contributes �������.., accounting for���% of total legal capital.

  • Foreign party contributes���������..., accounting for���% of total legal capital.

(In case of a multi-party joint venture, describe in detail the proportion and method of legal capital contribution of each party.)

1.      Schedule of legal capital contribution:

The Party undertake to contribute capital in full in accordance with the following schedule: (Describe in detail the Schedule of legal capital contribution made by each party).

2.      In addition to its legal capital, the joint venture may obtain loans from banks or credit organizations.

3.      The proportion of profits and losses shared between the joint venture parties:�����(Provide in detail, including change with time, if any.)

Article 6

The term of operation of the joint venture enterprise is �.. years commencing from the date of issuance of the investment licence. Any changes to this term must be approve by the board of management and reported to the investment licence-issuing body for consideration and approval.

Article 7

1.The board of management comprises����members, including:

         Vietnamese party(ies): �������� people

         Foreign party(ies): ���������... people

2. The term of members of the board of management is ����.. years. The chairman of the board shall be appointed by the joint venture parties and shall have the responsibility to convene and chair board of management meetings and to arrange the supervision of the resolutions of the board of management.

3.Each party has the right to replace its board representative(s) at any time provided that the other party must be informed at least ��� days in advance. Such replacement must not, in any case, damage or obstruct the activities of the joint venture enterprise.

Article 8

The board of management shall decide all matters at its meetings. The meetings of the board shall be convened by its chairman at least once a year. Ad hoc meetings shall be convened in accordance with the decision of the chairman of the board, at the request of the general director or first deputy general director, or at the request of a minimum of two thirds (2/3) of the board members. The notice of the meeting must be given to all members of the board at least ���. days prior to the meeting. Each member of the board may appoint by lawful document a proxy to attend board meetings and vote on his/her behalf on nominated matters.

Article 9

The following issues must be decided unanimously by all board members present at the meeting:

    • Any amendment of or addition to the charter of the joint venture enterprise;

    • Appointment/removal of general director, first deputy general director and chief accountant;

    • Other issues as agreed by joint venture parties; (Provide details.)

All other resolutions of the board of management shall only be valid provided that they are approved by more than half of the board members who are present at the meeting.

Article 10

The general director and deputy general directors who shall be appointed or removed by the board of management shall be responsible for controlling and managing the operation of the enterprise to the board of management and before the law of Vietnam.

  • The general director shall be nominated by the ���.. party with the following duties and powers: (Provide details.)

  • The first deputy general director shall be nominated by the ���. Party with the following duties and powers: (Provide details.)

  • Other deputy general directors (if any) shall be nominated by the ���.. party with the following duties and powers: (Provide details.)

Article 11

The general director is the representative of the joint venture before the courts, arbitration organizations and State bodies of Vietnam.

In cases where the general director and the first deputy general director have different opinions on the management of the enterprise, the general director shall have the right to reserve his or her opinion and present it to the board of management as its next meeting for considerations and decision.

Article 12

All employees of the joint venture enterprise shall be recruited and employed in conformity with the provisions of the law of Vietnam. Vietnamese citizens shall be given priority in recruitment.

The rights and obligations of the employees shall be ensured in labour contracts signed between each employee and the general director of the joint venture enterprise; the collective labour agreement signed between the labour collective representative and the general director of the joint venture enterprise; and the provisions of the laws on labour of Vietnam.

Article 13

 

The plan for training management personnel, technicians and workers: (Provide details.)

Article 14

Any disputes within the enterprise or any disputes with other enterprises shall first be resolved through negotiation and conciliation. In case of continued disagreement by the parties in dispute, the disputes shall be referred to ����

(clearly state name and address of court or arbitration organization).

The decision of ��� (name of above organization)����. shall be final and binding on both parties.

Article 15

1.      The currency used by the joint venture enterprise for accounting purpose shall be ����. (specify currency.) . conversion of this currency into other currencies and the currency used for accounting purposes shall be carried out in accordance with the official exchange rates published by the State Bank of Vietnam at the time of the actual conversion.

2.      The joint venture enterprises shall effect and finalise payment through accounts in Vietnamese and foreign currencies opened at a bank in Vietnam, or a joint venture bank branch in Vietnam.

Article 16

1.      The according system used by the joint venture enterprise shall be���. (provide details.) It must be approved by the Ministry of Finance of Vietnam and under the supervision of the authorized financial body of Vietnam.

2.      The depreciation rate of fixed assets of joint venture shall be in accordance with the regulations provided by the Ministry of Finance of Vietnam.

3.      The fiscal year of the joint venture enterprise shall commence on ���� and end on ����. every year. The first fiscal year of the joint venture enterprise shall commence on the date of issuance of the investment licence and end on ����.

4.      The joint venture shall prepare annual financial reports and shall be audited by an independent auditing company in conformity with the provisions on auditing of the law of Vietnam.

Article 17

The assets of the joint venture enterprise shall be insured at ���� (name and address of insurance organization)�. and shall not be nationalized, appropriated or transferred to any other owners by administrative measures.

Article 18

The joint venture enterprise may terminate ahead of schedule in the following cases and/or terminate [its operations] in the followings events: (Describe in detail the cases in conformity with the provisions in article 52 of the Law on Foreign Investment. )

Article 19

At least six months prior to the expiry of the duration of the contract, or within one month of the decision to dissolve the joint venture enterprise ahead of schedule, the board of management shall establish the Liquidation Committee of the joint venture (comprising at least three members) and stipulate in detail the tasks of the Liquidation Committee. The members of the Liquidation Committee may be recruited from amongst the staff of the joint venture enterprise or experts outside the joint venture enterprise.

Article 20

The board of management of the joint venture enterprise shall report to the investment licence-issuing body on the date of establishment and date of commencement of operation of the Liquidation Committee.

From that time on, the Liquidation Committee shall represent the enterprise before the courts and other administrative organizations with the respect to all issues relating to liquidation. The term of operation of the Liquidation Committee shall not be more than twelve months.

The representative offices and branches of the joint venture enterprise shall terminate their operations at the same time as the dissolution of the joint venture enterprise .

Article 21

After termination of operations, the remaining assets of the joint venture enterprise shall, after payment of all liabilities as stipulated by the law of Vietnam, be distributed in the following method: (State method of handling, for example, non-refundable transfer to the Vietnamese party, sale by auction , distribution in proportion to the legal capital contribution�)

Article 22

The joint venture enterprise shall establish an inspection board to conduct inspection of the financial and business activities of the enterprise. The Inspection Board shall comprised ���� members appointed by the board of management. The Inspection Board shall have a term of ���.. years

The Inspection Board shall be responsible to the board of management for its activities and shall submit to the board of management reports on inspection activities and its evaluation of the annual reports of the joint venture enterprise .

Article 23

This joint venture charter may be supplemented and/or amended by unanimous decision of the board of management and subject to approval of the investment licence issuing body prior to implementation [of such supplements and amendments].

Article 24

This joint venture charter shall take effect from the date of issuance of the investment licence.

Article 25

The charter of this the joint venture enterprise is signed at ���(location)��..on��(date)��..in���originals in Vietnamese and in ���(a commonly used foreign language). Both versions shall be equal legal validity.

 

VIETNAMESE PARTY(IES)
(Signature and seal)

FOREIGN PARTY(IES)
(Signature and seal)

 

Where there are several parties, state the name of each party and affix the appropriate seal (if any).

 

 

 


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