Company Law

The definition of a Partnership Company in Vietnamese company law is stipulated in...

• Article 177

• Article 178

• Article 179

• Article 180

What is the minimum number of general partners required in a partnership company?

• 1

• 2

• 3

• 4

Which type of partner has unlimited liability for the partnership’s obligations?

• Limited partner

• General partner

• Capital-contributing partner

• Silent partner

Answer explanation

1. A partnership is an enterprise with:

   • At least two general partners who are joint owners and conduct business under a common name.

   • General partners have unlimited liability for the company’s obligations, while limited partners are liable only up to their capital contribution.

What is the liability of a limited partner in a partnership company?

• Unlimited liability

• No liability

• Liability equal to twice their capital contribution

• Liability equal to their capital contribution

Answer explanation

Article 187. Rights and Obligations of Limited Partners

1. Rights:

   • Participate in specific decisions, receive profits, and transfer stakes.

   • Access financial information and inspect company records.

2. Obligations:

   • Liability limited to capital contribution.

   • Cannot participate in management or conduct business in the partnership’s name.

Which of the following is prohibited for a partnership company?

• Issuing shares

• Issuing bonds

• Taking loans

• Issuing any kind of securities

Answer explanation

According to Article 177, Clause 3
A partnership must not issue any kind of securities.

Which body consists of all partners in a partnership company?

• Board of Directors

• Board of Partners

• General Meeting of Shareholders

• Management Committee

Answer explanation

• The Board of Partners consists of all partners and is the highest decision-making body in a partnership company (Article 182).

Which of the following is a right of a limited partner?

• Managing the partnership’s daily operations

• Transferring their stake to others

• Representing the partnership in legal matters

• Making decisions without consulting other partners

Answer explanation

• Limited partners have the right to transfer their stake to others, but they cannot manage the company’s daily operations (Article 179).

What must a general partner do before withdrawing from the partnership?

• Notify the Board of Partners at least 6 months in advance

• • Pay all outstanding debts

• Transfer their stake to a new partner

• Obtain approval from all limited partners

Answer explanation

• A general partner must notify the Board of Partners at least 6 months in advance before withdrawing from the partnership (Article 185).

What must a general partner do if they fail to contribute capital as promised?

• None of the above

• Transfer their stake to another partner

• Be immediately excluded from the company

• Pay compensation for damages

Answer explanation

• If a general partner fails to contribute capital as promised, they must pay compensation for damages caused to the company (Article 180).