Home / Capital Contribution Behavior

Capital contribution and legal consequences of capital contribution under Vietnamese law - 10

Capital contribution by commercial property is an important form of capital contribution. Because commercial property is an intangible asset that includes many elements, a relatively complete definition is needed to distinguish it from the enterprise itself that uses it. Valuation of commercial property is quite complicated, so it is necessary to use both a definition method describing the main characteristics and a listing method. The 1997 Commercial Law defines: “Commercial property is all assets legally owned or used by a trader, serving commercial activities such as headquarters, shops, warehouses, equipment, goods, trade names, signs, trademarks, networks for consuming goods and providing services” (Article 5).

Although the definition of commercial property has existed, the rules on transferring, leasing or pledging or mortgaging commercial property have never been established by Vietnamese law. However, the above definition has not clarified the most important elements of commercial property. Those elements are not tangible elements but intangible elements in commercial property. Only when clearly defining commercial property can one establish specific rules on leasing or transferring commercial property. As a very specific asset, therefore

The leasing or sale of commercial property requires a separate set of rules from those applicable to rentals or other assets. Failure to regulate or inadequate regulation of these acts results in

greatly affects the transfer of commercial assets in general and the form of capital contribution using commercial assets in particular.

Sixth recommendation : Expand the form of capital contribution.

Maybe you are interested!

Currently, the Enterprise Law 2014 only regulates capital contribution in the form of assets and lists the types of contributed assets. And the list is inevitably incomplete, so this provision also opens up a wide space for the parties to agree on other types of assets to be contributed and recorded in the Company Charter. However,

The above provisions of the Enterprise Law have narrowed the form of capital contribution, it has ignored capital contribution by knowledge and capital contribution by labor.

Capital contribution and legal consequences of capital contribution under Vietnamese law - 10

Contributing capital with knowledge has actually happened, it is not uncommon for a person with money to cooperate with a person with knowledge to establish a company to do business together. Because the capital contribution with knowledge is difficult to evaluate, the value of the capital contribution will be agreed upon by both parties. In many cases, the knowledge contributed as capital is highly valued, but because there is no legal basis, if a dispute arises

If so, the rights of intellectual capital contributors are difficult to ensure.

At the same time, as analyzed above, when contributing capital with knowledge, knowledge cannot be separated from the body of the contributor, so it requires diligence and honesty of the contributor towards the company. Therefore, the law must have specific regulations on contributing capital with knowledge.

Likewise, capital contribution by labor has taken place in reality and requires legal regulations to create a legal basis for capital contribution activities in that form. Expanding the form of capital contribution will create more favorable conditions for capital contributors to establish companies and ensure the rights of the parties in this capital contribution relationship.

Seventh recommendation : Ensure the right to freely initiate a lawsuit and ensure dispute resolution solutions related to the obligation to contribute capital to establish a company.

As analyzed above, the limitations in this issue cause no small difficulty.

for business investors. Therefore, the Enterprise Law needs to have references to the Civil Code and the Civil Procedure Code to ensure the right to freely initiate lawsuits and ensure solutions to resolve disputes related to the obligation to contribute capital to establish a company.

CONCLUDE


In the process of opening up and integrating as it is today, taking advantage of all economic resources in society is becoming a more urgent issue than ever in the socialist-oriented market economy, the act of contributing capital plays a very important role. Contributing capital to establish a company is an act that has both economic and legal significance. The legal consequences of contributing capital to establish a company are

Creating an independent legal entity, creating the ability to transfer ownership of assets of capital contributors and shareholders to the company, while binding obligations and bringing benefits to founding members and shareholders. Capital contribution is the first step to creating a company, ensuring the smooth operation of the company and limiting disputes that may arise between members and shareholders regarding capital contribution.

Therefore, the study of the law on capital contribution to establish a company becomes a very broad and complex topic, not only related to business law but also related to civil law, land law, intellectual property law, commercial law...

With such an approach, the thesis has researched and solved the following problems:

1. Forming the theoretical basis of the act of contributing capital to establish a company. The most important characteristic of capital contribution in establishing a company is to create an independent business entity with legal status. Then, the capital contribution to establish

The company creates legal consequences for the capital contributors. After the company is established, the members have rights and obligations towards the company.

2. The forms of capital contribution to establish a company under current Vietnamese law still have many shortcomings. In addition to the traditional form of capital contribution in the form of assets, other types of capital contribution such as knowledge and labor are also business needs.

Objective reality requires regulatory laws. The concept of property under the law itself

Vietnamese law also needs to be further improved to recognize the institution of real rights and important assets such as usufruct rights and commercial properties.

3. From the assessment of the above shortcomings, the thesis has provided specific directions and recommendations to build and perfect the law on capital contribution, create a safe legal corridor and create favorable conditions for traders to develop, contributing to the successful implementation of the country's industrialization and modernization.

REFERENCES


Legal documents:

National Assembly (2005), Civil Code , Hanoi. National Assembly (2005), Enterprise Law , Hanoi. National Assembly (2005), Commercial Law , Hanoi.

National Assembly (2005), Land Law , Hanoi.

National Assembly (2005), Law on Intellectual Property , Hanoi. National Assembly (2005), Law on Investment , Hanoi

National Assembly (2009), Law on Intellectual Property (amended and supplemented), Hanoi. National Assembly (1997), Commercial Law , Hanoi.

Government (2010), Decree No. 102/2010/ND-CP dated October 1, 2010 detailing the implementation of a number of articles of the Law on Enterprises , Hanoi.

Government (2010), Decree No. 122/2010/ND-CP dated December 31, 2010 amending and supplementing a number of articles of Decree No. 103/2006/ND-CP dated September 22, 2006 of the Government detailing and guiding the implementation of a number of articles of the Law on Intellectual Property on industrial property , Hanoi.

Government (2010), Decree No. 43/2010/ND-CP dated April 15, 2010 on business registration , Hanoi

Ministry of Finance (2010), Draft Circular guiding the implementation of capital contribution and receiving capital contribution in the form of trademark usage rights, Hanoi


Vietnamese scientific works

13. Pham Tuan Anh (2009), Capital contribution to establish a company under Vietnamese law , Master's thesis in Economic Law, Faculty of Law - Hanoi National University

14. Vu Tuan Anh (2012), Determining the capital contribution of members in a limited liability company under Vietnamese law , Master's thesis, Faculty of Law - Hanoi National University

15. Nguyen Manh Bach (2006), Inadequacies in the 2005 Enterprise Law , Saigon Economic Times, May 2006

16. Le Thi Chau (2001), Establishing, experimenting and terminating the property ownership rights of capital companies in our country , Doctoral thesis in Law, Hanoi Law University, Hanoi .

17. Ngo Huy Cuong (2004), Contract for establishing a company in Vietnam , PhD thesis in Law, Hanoi National University, Hanoi.

18. Ngo Huy Cuong, Ideas on the institution of usufruct rights in the future civil code of Vietnam, Journal of Electronic Legislative Studies, Hanoi.

19. Ngo Huy Cuong (2009), Inadequacies in the concept of property, property classification of the Civil Code and reform orientation , Electronic Legislative Research Journal, Hanoi.

20. Nguyen Thi Dung (2010), " Improving regulations on capital contribution and determining company membership status according to the 2005 Enterprise Law" .

21. Nguyen Ngoc Dien (2010), " The necessity of building

"The regulation of property rights and liabilities in civil law ", Journal of Legislative Studies, (23), pp. 56-61

22. Hanoi National University (2013), Commercial Law Textbook (General and Business Part) Associate Professor, Dr. Ngo Huy Cuong, Hanoi National University Publishing House, Hanoi.

23. Hanoi National University (2013), Contract Law Textbook (General Part)

– used for postgraduate training) Associate Professor, Dr. Ngo Huy Cuong, Hanoi National University Publishing House, Hanoi.

24. Hanoi Law University (2007), Vietnamese Civil Law Textbook, CAND Publishing House, Hanoi.

25. Pham Duc Quang (2011), Applying the law on capital contribution by value

Vietnamese Intellectual Property Rights , Faculty of Law - Hanoi National University

Master's degree in Economic Law

26. Trinh Van Quyet (2013), Enterprise Law and shortcomings that need to be amended (website: http://www.baomoi.com/Luat-Doanh-nghiep-va-nhung-bat-cap-can-sua-doi/127/11085766.epi)

27. Violet Online Library, Vietnamese Civil Law Textbook , Hanoi,

(Source: http://giaoan.violet.vn).

28. Ta Thi Thanh Thuy (2012), Contributing capital to business using intellectual property according to Vietnamese law , Master's thesis in Economic Law, Faculty of Law - Hanoi National University.

29. Thomas G. Field Jr. (2006), Intellectual Property Rights Special Issues , a publication of the International Information Program, U.S. Department of State (http://vietnamese.vietnam.usembassy.gov/doc_intelprp.html).

30. Hong Van (2009), Capital contribution by land use rights in Vietnam , Master's thesis in Economic Law, Faculty of Law - Hanoi National University

31. Institute of History, Vietnam Social Sciences Committee, Vietnamese countryside in history, Volume 1 , Social Sciences Publishing House, 1977.

32. Le Tai Trien, Vietnamese Commercial Law, Interpretation , Volume 1, Kim Lai Publishing House, 1972.

33. Pham Duy Nghia, Economic Law Monograph , Hanoi National University Publishing House, 2004.

34. Han Fei Zi, translated by Phan Ngoc, Literature Publishing House, 2005.


Website

35. Capital Contribution in a Company with Legal Entity – An Approach from the Perspective of Property Law, Electronic Legislative Research Journal ( http://luatminhkhue.vn/thanh-lap/phan-von-gop-trong-cong-ty-co-tu-cach-phap- nhan-%E2%80%93-tiep-can-tu-goc-do-phap-luat-tai-san.aspx, accessed 3/2014 ).

36. Validity of capital contribution transfer contract ( http://luatminhkhue.vn/chuyen-doi/hieu-luc-cua-hop-dong-chuyen-nhuong-phan-von-gop.aspx , accessed 3/2014)

37.http://idoc.vn/tai-lieu/phap-luat-hien-hanh-ve-gop-von-thanh-lap-cong-joint stock company and some proposals to improve the law on capital contributionestablishment-of-a-joint-stock-company.html(accessed 3/2014).

Comment


Agree Privacy Policy *