Legal regime on internal management of limited liability companies under the Enterprise Law

CONCLUDE

Internal management of enterprises is an important activity, greatly affecting the business performance of enterprises in the market. Building an internal management mechanism suitable for each type of enterprise, each condition, and socio-economic situation is not only the business's own work but also the responsibility of the State. As a regulator, orienter, and guider of enterprise activities, the State needs to build a legal framework on internal management for each type of enterprise to orient and guide investors in the process of managing their enterprises.

Limited liability company is a type of enterprise that is currently very popular with investors because of its legal advantages compared to other types of enterprises, and is suitable for the business scale of Vietnamese investors. Perhaps for many years to come, limited liability companies will still be the key type of business in Vietnam. Therefore, perfecting a legal framework for internal management activities of limited liability companies is always an urgent requirement for lawmakers. However, perfecting the legal framework for internal management activities of enterprises in general and limited liability companies in particular cannot be done "overnight" and cannot be done just any time. The legal framework for internal management of limited liability companies must be designed to suit objective economic conditions, the psychology and business culture of Vietnamese people, and at the same time satisfy the minimum standards of corporate governance in the world, anticipating and preventing internal corporate disputes that may occur in the future. Only then, can the

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Only then can the provisions of the new law truly promote their guiding and regulating functions and have long-term vitality in practical life.

The author of the thesis hopes that, through the study and general assessment of the basic provisions of the current law on internal management of limited liability companies, this thesis will contribute a small part of his opinion to legislators and policy makers in perfecting the law on internal management of limited liability companies in particular, contributing to perfecting the legal environment for the operation of all types of enterprises in general. Although there have been many efforts, within the framework of a master's thesis, the thesis cannot avoid shortcomings or there are issues that have not been thoroughly mentioned. Therefore, the author of the thesis hopes to receive comments and guidance from teachers, contributions and sharing from interested people to make the thesis more complete.

The author would like to thank you very much!

REFERENCES

A. VIETNAMESE DOCUMENTS

1. The Law on Enterprises was passed by the 10th National Assembly, 5th session on June 12, 1999.

2. The Law on Companies was passed by the 8th National Assembly, 8th session on December 21, 1990.

3. Decree No. 03/2000/ND-CP dated February 3, 2000 of the Government detailing the implementation of a number of articles of the Law on Enterprises.

4. Decree No. 125/2004/ND-CP dated May 19, 2004 on amending and supplementing a number of articles of Decree No. 03/2000/ND-CP.

5. Decree No. 63/2001/ND-CP dated September 14, 2001 of the Government on converting state-owned enterprises, enterprises of political organizations, and socio-political organizations into single-member limited liability companies.

6. Hoang Anh (2004), Single-member limited liability companies in Vietnam, Law Magazine, special issue No. 2, June 2004.

7. Dong Ngoc Ba (2001), Issues of organization and management of joint stock companies according to the Enterprise Law, Journal of Law No. 2/2001, Hanoi Law University.

8. Ngo Huy Cuong (2003), Company establishment contract: Concept and characteristics, State and Law Journal No. 9/2003.

9. Ngo Huy Cuong, Pham Vu Thang Long (2001), Company: Legal nature, types and construction of a system of related legal documents, Legislative Research Journal No. 3/4/2001.

10. Nguyen Cuc (2003), State institutions for some types of enterprises in our country today, National Political Publishing House.

11. Nguyen Dinh Cung (2005), Speech at the Workshop to collect opinions on the Unified Enterprise Law, organized by the Vietnam Chamber of Commerce and Industry on March 4, 2005 in Hanoi.

12. Nguyen Huy Do (1999), Mechanism of control and power implementation in joint stock companies and limited liability companies, Graduation thesis, Hanoi National University.

13. Nguyen Am Hieu (2003), Current legal forms of enterprises in Vietnam from the perspective of comparative law, State and Law Journal No. 4/2003.

14. Nguyen Tien Lap (2004), Viewpoints on building Enterprise Law and General Investment Law , website: http://www.vibonline.vn/forums .

15. Pham Duy Nghia (2004), Economic law monograph, Hanoi National University Publishing House.

16. Nguyen Nhu Phat, Pham Huu Nghi (2002), Economic Law Textbook, Hanoi People's Police Publishing House.

17. Dinh Mai Phuong, Nguyen Van Cuong (2001), Difficulties in the implementation of the Enterprise Law and some solutions, State and Law Journal No. 10/1001.

18. Le Minh Toan (2003), Things to know about Enterprise Law , National Political Publishing House.

19. Nguyen Thi Thu Van (1998), Some issues on companies and perfecting corporate law in Vietnam today , National Political Publishing House.

20. Le Dinh Vinh (2004), Controlling self-interested transactions in companies according to the Enterprise Law, Journal of Law No. 1/2004.

21. Cao Dang Vinh (2004), Some issues on limited liability companies with two or more members, Law Magazine, Special Issue No. 2, June 2004.

22. Nguyen Minh Vong (2005), Internal corporate document system , website: http://www.vibonline.com.vn .

23. Saigon Commercial Code (attached to Decree No. 029-TT/SLU dated December 20, 1972).

24. German Limited Liability Company Act (April 20, 1892, with latest amendment July 19, 2002).

25. Ministry of Planning and Investment, Central Institute for Economic Management (1999): Summary assessment of the Law on Companies, the Law on Private Enterprises and Decree 66/HDBT dated March 2, 1992.

26. Ministry of Planning and Investment (2003), Report on assessment of the implementation of the Enterprise Law.

27. The Prime Minister's Research Committee, Draft appendix of the report synthesizing research and reviewing legal documents on the establishment, organization and operation of enterprises with guiding ideas for building a unified Enterprise Law and a common Investment Law.

28. Working Group on the Implementation of the Enterprise Law (2003), Some typical disputes arising in the process of implementing the Enterprise Law , Statistical Publishing House.

29. Central Institute for Economic Management (1998), Corporate governance: Improving competitiveness and access to capital in the market , Transport Publishing House.

30. Central Institute for Economic Management (1999), Comparative research report on corporate law in four Southeast Asian countries: Thailand, Singapore, Malaysia and the Philippines.

31. Central Institute for Economic Management (2005), Report on assessing the strengths and weaknesses of the Enterprise Law.

32. Website: http://www.vneconomy.com.vn (updated June 8, 2004): When family businesses need external resources.

33. Website: http://www.mof.gov.vn (updated December 13, 2004): Corporate governance: important but weak link.

34. Website: http://www.vibonline.com.vn (updated on July 27, 2005): VCCI comments on the Unified Enterprise Law.

35. Website: http://www.sokhdthanoi.gov.vn of Hanoi Department of Planning and Investment.

36. Website: http://www.dpi.hochiminhcity.gov.vn of the Department of Planning and Investment of Ho Chi Minh City.

B. ENGLISH DOCUMENTS

37. Jane Dine (1998), Company Law , Macmilan 1999.