CHARTER OF A
JOINT VENTURE ENTERPRISE
is prepared on the basis of the joint venture contract signed on
(Two-party joint venture):
(Multi-party joint venture ):
Foreign party(ies) .
Case 3 (New
joint venture ):
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
venture enterprise is a limited liability company, having legal
person status in accordance with the law of Vietnam.
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.)
name of the joint venture enterprise is �.. (in Vietnamese); the
transaction name of the joint venture enterprise in a foreign
language is �� .
address of the joint venture enterprise :
office: �����������������.. .
production factory/workshop: �������... .
Branch(es) (if any): ��������������.. .
Representative office(s) (if any): ��������� .
total investment capital of the enterprise is����. .
legal capital of the enterprise is���������. , to which:
Vietnamese party contributes �������.., accounting for���%
of total legal capital.
party contributes���������..., accounting for���% of total
of a multi-party joint venture, describe in detail the
proportion and method of legal capital contribution of each
Schedule of legal capital contribution:
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).
addition to its legal capital, the joint venture may obtain
loans from banks or credit organizations.
proportion of profits and losses shared between the joint
venture parties:�����(Provide in detail, including change
with time, if any.)
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.
board of management comprises����members, including:
party(ies): �������� people
party(ies): ���������... people
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.
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
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
following issues must be decided unanimously by all board
members present at the meeting:
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.
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.
director is the representative of the joint venture before the
courts, arbitration organizations and State bodies of Vietnam.
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.
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
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.
The plan for
training management personnel, technicians and workers: (Provide
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 ����
state name and address of court or arbitration organization).
of ��� (name of above organization)����. shall be final
and binding on both parties.
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.
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.
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.
depreciation rate of fixed assets of joint venture shall be in
accordance with the regulations provided by the Ministry of
Finance of Vietnam.
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 ����.
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.
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
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. )
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
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.
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.
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 .
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�)
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
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 .
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].
venture charter shall take effect from the date of issuance of
the investment licence.
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.
(Signature and seal)
(Signature and seal)
are several parties, state the name of each party and affix the
appropriate seal (if any).