REPUBLIC OF VIETNAM
Independence – Freedom – Happiness
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Independence – Freedom – Happiness
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SAMPLE CHARTER
CORPORATION COMPANY
(Name of Company)
CORPORATION COMPANY
(Name of Company)
– Charter was written and passed by the shareholders on / / 2000.
Based on the Law No. 13/1999/QH10 dated June 12, 1999 of the National Assembly on Enterprises and the documents guiding the implementation of the Enterprise Law.
Based on the Law No. 13/1999/QH10 dated June 12, 1999 of the National Assembly on Enterprises and the documents guiding the implementation of the Enterprise Law.
CHAPTER I: GENERAL REGULATIONS
Article 1: Form, name and headquarters
1.1 The Company under the form of joint stock company, operating under the Enterprise Law and other regulations of the Republic of socialist Vietnam.
1.2 Company Name:
External transaction name (if any): … … … … … Join Stock Company
Trading name abbreviation (if any): … … …. JSC.
1.3 Head Office: (house number, city ward, district, Ha Noi City)
Phone Fax:
1.4. Address branches, representative offices (if any)
Board decided to move the headquarter, set up or cancellation branch and representative offices of the Company.
Article 2: Business lines:
2.1 The company business on:
–
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Article 1: Form, name and headquarters
1.1 The Company under the form of joint stock company, operating under the Enterprise Law and other regulations of the Republic of socialist Vietnam.
1.2 Company Name:
External transaction name (if any): … … … … … Join Stock Company
Trading name abbreviation (if any): … … …. JSC.
1.3 Head Office: (house number, city ward, district, Ha Noi City)
Phone Fax:
1.4. Address branches, representative offices (if any)
Board decided to move the headquarter, set up or cancellation branch and representative offices of the Company.
Article 2: Business lines:
2.1 The company business on:
–
-
The General Assembly of shareholders of the company will decide to move or expand the lines business of the Company under law, if necesary.
2.2 The Company was allowed to operate within the framework of law and this Charter to make the best economic efficiency for shareholders.
Article 3: Registered Capital:
The company’s capital: VND …………………. (in words).
Number of shares:
– Type of shares:
+ Ordinary shares:
+ Preference shares (if any):
– Price of share:
Article 4: The structure and method of raising capital:
4.1 Capital contribution rate of the founding companies:
1. Contribute ………… the accounts ……… shares corresponding to ………. % Of total capital.
2. Contribute ………… the accounts ……… shares, corresponding to ………. % of total of capital.
3. Contribute ………… the accounts ……… shares, corresponding to ………. % of total of capital.
4. Contribute ………… the accounts ……… shares, corresponding to ………. % of total of capital.
5. Contribute ………… the accounts ……… shares, corresponding to ………. % of total of capital.
4.2 After Signing the Agreement capital contribute emmideately, the entire amount that the contribution of founding shareholders to purchase shares under the Article 4.1, cash capital contribution from shareholders will be transferred into an account at the bank by founding shareholder representatives appointed. Guaranteed amount is removed only when the Company has been granted business registration certificates or other decision of the founding shareholders.
Article 5: Increase or decrease capital
5.1 General Assembly of shareholders decided to increase the charter capital of the Company as necessary to summit: accumulated profits earned by company, the shareholders invest additional capital, issuing more shares to call add new shareholders.
5.2 The reduction of charter capital by the General Assembly of Shareholders decided on the basis of the remaining capital of the company with ensuring normal operation of the company.
Article 6: Company Founding Shareholder
1.1 He / she was born
Registered places of permanent residence:
Current residence:
Number of ID: Date of issue by the police:
1.2 He / she was born
Registered places of permanent residence:
Current residence:
Number of ID: Date of issue by the police:
…
2.2 The Company was allowed to operate within the framework of law and this Charter to make the best economic efficiency for shareholders.
Article 3: Registered Capital:
The company’s capital: VND …………………. (in words).
Number of shares:
– Type of shares:
+ Ordinary shares:
+ Preference shares (if any):
– Price of share:
Article 4: The structure and method of raising capital:
4.1 Capital contribution rate of the founding companies:
1. Contribute ………… the accounts ……… shares corresponding to ………. % Of total capital.
2. Contribute ………… the accounts ……… shares, corresponding to ………. % of total of capital.
3. Contribute ………… the accounts ……… shares, corresponding to ………. % of total of capital.
4. Contribute ………… the accounts ……… shares, corresponding to ………. % of total of capital.
5. Contribute ………… the accounts ……… shares, corresponding to ………. % of total of capital.
4.2 After Signing the Agreement capital contribute emmideately, the entire amount that the contribution of founding shareholders to purchase shares under the Article 4.1, cash capital contribution from shareholders will be transferred into an account at the bank by founding shareholder representatives appointed. Guaranteed amount is removed only when the Company has been granted business registration certificates or other decision of the founding shareholders.
Article 5: Increase or decrease capital
5.1 General Assembly of shareholders decided to increase the charter capital of the Company as necessary to summit: accumulated profits earned by company, the shareholders invest additional capital, issuing more shares to call add new shareholders.
5.2 The reduction of charter capital by the General Assembly of Shareholders decided on the basis of the remaining capital of the company with ensuring normal operation of the company.
Article 6: Company Founding Shareholder
1.1 He / she was born
Registered places of permanent residence:
Current residence:
Number of ID: Date of issue by the police:
1.2 He / she was born
Registered places of permanent residence:
Current residence:
Number of ID: Date of issue by the police:
…
Article 7: Form of shares.
7.1 The form shares of company:
a. Common shares;
b. Number and types of preferred shares will be decided by the General Assembly shareholders.
7.2 Owners of ordinary shares as common shareholders;
7.3 Common shares can not be converted into preferred shares. General Assembly of shareholders decided to convert preference shares into ordinary shares.
7.4 In the 03 years since the company was granted a certificate of business registration, the founding shareholders must together hold at least 20% of the common shares being offered; common shares of stock founders may be transferred to non-shareholders, if approved by the General Assembly of Shareholders. Shareholders who intend to transfer shares without voting rights on the transfer of shares.
7.5 After the limit time was prescribed in Article 7.4, the limits for ordinary shares of founding shareholders shall be removed.
7.6 Form of Shares:
a. The Company will issue shares include shares of registered or bearer, including:
– Shares face value … share;
– Shares face value …. share;
– Shares face value …. share.
b. The shares of founding shareholders are registered shares. Board members must be a shareholder or shareholders representing holders of bearer shares worth at least equal to 2% of common shares.
7.7 Issue of shares:
– The company issued shares in the company’s headquarters to sell stocks and must be signed by a representative sample of law and the seal of the company.
– The issuance of shares on the stock market in accordance with the law on securities market.
Article 8: Sell and transfer shares:
8.1 Board decided price of share. The price does not less than the market price at the time of offer, except the following cases:
a. Shares offered for the first time after the business registration;
b. Shares offered to all shareholders in proportion to their existing shares in the company;
c. Shares offered to brokers or underwriters. In this case, the share offer price is not lower than the market price minus a commission for the broker and guarantor. Commission is determined by the percentage of the value of shares at the time of offer.
8.2 Stock shares were sold or transferred when the record was correct and sufficient information about the shareholders name, address and number of shares of each class of each shareholder and the date of share registration in the register of shareholders since that time, the purchase of shares or the transfer of shares to become shareholders of the company;
8.3 Upon full payment of shares subscribed, the company issued shares by request of shareholders. If the share certificate is lost, torn, burnt or destroyed in any other form, must report immediately and request company to issue re-stock, but must pay fees by the Board of Company regulations.
8.4 Procedure and offering shares under the provisions of securities law.
8.5 Bearer shares of founding shareholders and Board members may only be transferred to another person by permit of the Board.
The Board just denied the approved when the transfer is not consistent with law and this Charter.
8.6 Shareholders having registered shares or their representatives are members of the board only allowed transfer of registered shares after three years since they stopped the members of the Board except allowed by the General Assembly of shareholders.
8.7 The shares of other shareholders as bearer shares, to be freely transferred by agreement between both parties and recorded in the books kept at the company. The transfer of shares to people outside the company must notify the Board members prior 01 months.
8.8 Where permitted by law, shareholders of the company may sell part or all of its shares to individuals or legal entities abroad.
8.9 The transfer of shares must be made a document and signed by both parties and be effective only upon written certification by a Board member does not participate in the transfer, unless the law securities laws have different provisions.
Article 9: Buying back the shares at the request of shareholders
Shareholders voting against the decision on the reorganization of the company or change the rights and obligations of shareholders stipulated in the charter of the company may require the company to repurchase its shares. The request must be in writing, clearly names and addresses of shareholders, the number of shares from the kind, intended selling price, the reason companies buy back requests. Requests must be sent to the company within 10 days from the date of the General Assembly of Shareholders decided on the matters referred to in this paragraph.
The company must redeem shares at the request of shareholders as stipulated in Clause 1 of this market price or prices fixed by the principles stipulated in the charter within 90 days from the date of receipt requirements. Where no agreement is reached on price, the parties may request arbitration or court settlement in accordance with the law.
Article 10: Acquisition of shares under the company’s decision:
10.1 The Company may redeem no more than 30% of common shares sold, a portion or all of the other shares were sold on the principle of the acquisition of more than 10% of the total number of shares sold by each General Assembly of Shareholders decided.
10.2 Board decided to buy back shares. For ordinary shares, the purchase price was not higher than the market price at the time of purchase.
10.3 The Company may repurchase shares of its shareholders corresponding to their percentage shares in the company. Decided to buy back shares of the company must be notified to all shareholders within 30 days from the date the decision was passed. Shareholders must send an offer to sell their shares to the company within 30 days from the date of notification.
10.4 The acquisition of shares of the Company are only allowed to perform without affecting the payment of the debts of the company.
Article 11: Join the stock market.
11.1 Company to participate in the stock market when all the conditions prescribed by the securities laws.
11.2 Must convene a general meeting of shareholders to decide whether to participate in the stock market before submitting an application to competent agencies for consideration and. Company shareholders meeting will approve the basic content of the application and other related issues.
Article 12: Register of Shareholders
12.1 A register of shareholders shall be made immediately after the business registrar.
12.2 A register of shareholders kept at headquarters or at a lawyers office, depending on the decision of the Board Chairman. Chairman of the Board shall notify in writing the business registration body and know where all the members kept registers of shareholders.
3.12 Register of Shareholders shall have the following main contents:
a) The name and headquarters of company.
b) Total number of shares to be offered, types of shares to be offered and the number of shares to be offered each category.
c) Total number of shares sold and the value of each class of share capital contribution.
d) Name of shareholder, address, number of shares of each class of each shareholder and the date of registration of shares.
Article 13: Rights and obligations of ordinary shareholders:
13.1 Ownership of part of the assets of the Company in proportion to their capital contributions to charter capital of the Company, the profits or bear losses in proportion to the capital contributed to the Company;
13.2 To attend and vote on all matters under the jurisdiction of the General Assembly of Shareholders; per ordinary share has one vote;
13.3 To receive dividends at the rate decided by the General Meeting of Shareholders.
13.4 be given priority to buy new shares offered at a rate corresponding to common shares of each shareholder in the company;
13.5 In case of dissolution of the company, received a portion of the remaining assets in proportion to the shares contributed to the company, after the company has paid its creditors and other shareholders.
13.6 Compliance with the chapter of company, the Company’s confidential, do not do anything detrimental to property, reputation, honor and interests of the company, not disclosed to any individual, agencies and other organizations on the activities of the Company except where required under the provisions of law or when permitted in writing by the Board.
13.7 Payment to fully commit to buy shares and take responsibility for debts and other obligations of the company’s assets to the extent of capital contributed to the company;
13.8 Executive decisions of the General Assembly of Shareholders, the Board;
9.13 Responsible for damages for violating this rule caused to the Company or other members;
13:10 Any shareholders prior to joining the Company shall make a written commitment as follows:
+ Reflecting the company’s charter;
+ Give up all complaints about the contents of this Charter to any jurisdiction in which agencies
In the absence of a written commitment that the company is involved will be treated as such shareholders have approved the charter companies and all their complaints about the contents of the charter before any body any jurisdiction.
7.1 The form shares of company:
a. Common shares;
b. Number and types of preferred shares will be decided by the General Assembly shareholders.
7.2 Owners of ordinary shares as common shareholders;
7.3 Common shares can not be converted into preferred shares. General Assembly of shareholders decided to convert preference shares into ordinary shares.
7.4 In the 03 years since the company was granted a certificate of business registration, the founding shareholders must together hold at least 20% of the common shares being offered; common shares of stock founders may be transferred to non-shareholders, if approved by the General Assembly of Shareholders. Shareholders who intend to transfer shares without voting rights on the transfer of shares.
7.5 After the limit time was prescribed in Article 7.4, the limits for ordinary shares of founding shareholders shall be removed.
7.6 Form of Shares:
a. The Company will issue shares include shares of registered or bearer, including:
– Shares face value … share;
– Shares face value …. share;
– Shares face value …. share.
b. The shares of founding shareholders are registered shares. Board members must be a shareholder or shareholders representing holders of bearer shares worth at least equal to 2% of common shares.
7.7 Issue of shares:
– The company issued shares in the company’s headquarters to sell stocks and must be signed by a representative sample of law and the seal of the company.
– The issuance of shares on the stock market in accordance with the law on securities market.
Article 8: Sell and transfer shares:
8.1 Board decided price of share. The price does not less than the market price at the time of offer, except the following cases:
a. Shares offered for the first time after the business registration;
b. Shares offered to all shareholders in proportion to their existing shares in the company;
c. Shares offered to brokers or underwriters. In this case, the share offer price is not lower than the market price minus a commission for the broker and guarantor. Commission is determined by the percentage of the value of shares at the time of offer.
8.2 Stock shares were sold or transferred when the record was correct and sufficient information about the shareholders name, address and number of shares of each class of each shareholder and the date of share registration in the register of shareholders since that time, the purchase of shares or the transfer of shares to become shareholders of the company;
8.3 Upon full payment of shares subscribed, the company issued shares by request of shareholders. If the share certificate is lost, torn, burnt or destroyed in any other form, must report immediately and request company to issue re-stock, but must pay fees by the Board of Company regulations.
8.4 Procedure and offering shares under the provisions of securities law.
8.5 Bearer shares of founding shareholders and Board members may only be transferred to another person by permit of the Board.
The Board just denied the approved when the transfer is not consistent with law and this Charter.
8.6 Shareholders having registered shares or their representatives are members of the board only allowed transfer of registered shares after three years since they stopped the members of the Board except allowed by the General Assembly of shareholders.
8.7 The shares of other shareholders as bearer shares, to be freely transferred by agreement between both parties and recorded in the books kept at the company. The transfer of shares to people outside the company must notify the Board members prior 01 months.
8.8 Where permitted by law, shareholders of the company may sell part or all of its shares to individuals or legal entities abroad.
8.9 The transfer of shares must be made a document and signed by both parties and be effective only upon written certification by a Board member does not participate in the transfer, unless the law securities laws have different provisions.
Article 9: Buying back the shares at the request of shareholders
Shareholders voting against the decision on the reorganization of the company or change the rights and obligations of shareholders stipulated in the charter of the company may require the company to repurchase its shares. The request must be in writing, clearly names and addresses of shareholders, the number of shares from the kind, intended selling price, the reason companies buy back requests. Requests must be sent to the company within 10 days from the date of the General Assembly of Shareholders decided on the matters referred to in this paragraph.
The company must redeem shares at the request of shareholders as stipulated in Clause 1 of this market price or prices fixed by the principles stipulated in the charter within 90 days from the date of receipt requirements. Where no agreement is reached on price, the parties may request arbitration or court settlement in accordance with the law.
Article 10: Acquisition of shares under the company’s decision:
10.1 The Company may redeem no more than 30% of common shares sold, a portion or all of the other shares were sold on the principle of the acquisition of more than 10% of the total number of shares sold by each General Assembly of Shareholders decided.
10.2 Board decided to buy back shares. For ordinary shares, the purchase price was not higher than the market price at the time of purchase.
10.3 The Company may repurchase shares of its shareholders corresponding to their percentage shares in the company. Decided to buy back shares of the company must be notified to all shareholders within 30 days from the date the decision was passed. Shareholders must send an offer to sell their shares to the company within 30 days from the date of notification.
10.4 The acquisition of shares of the Company are only allowed to perform without affecting the payment of the debts of the company.
Article 11: Join the stock market.
11.1 Company to participate in the stock market when all the conditions prescribed by the securities laws.
11.2 Must convene a general meeting of shareholders to decide whether to participate in the stock market before submitting an application to competent agencies for consideration and. Company shareholders meeting will approve the basic content of the application and other related issues.
Article 12: Register of Shareholders
12.1 A register of shareholders shall be made immediately after the business registrar.
12.2 A register of shareholders kept at headquarters or at a lawyers office, depending on the decision of the Board Chairman. Chairman of the Board shall notify in writing the business registration body and know where all the members kept registers of shareholders.
3.12 Register of Shareholders shall have the following main contents:
a) The name and headquarters of company.
b) Total number of shares to be offered, types of shares to be offered and the number of shares to be offered each category.
c) Total number of shares sold and the value of each class of share capital contribution.
d) Name of shareholder, address, number of shares of each class of each shareholder and the date of registration of shares.
Article 13: Rights and obligations of ordinary shareholders:
13.1 Ownership of part of the assets of the Company in proportion to their capital contributions to charter capital of the Company, the profits or bear losses in proportion to the capital contributed to the Company;
13.2 To attend and vote on all matters under the jurisdiction of the General Assembly of Shareholders; per ordinary share has one vote;
13.3 To receive dividends at the rate decided by the General Meeting of Shareholders.
13.4 be given priority to buy new shares offered at a rate corresponding to common shares of each shareholder in the company;
13.5 In case of dissolution of the company, received a portion of the remaining assets in proportion to the shares contributed to the company, after the company has paid its creditors and other shareholders.
13.6 Compliance with the chapter of company, the Company’s confidential, do not do anything detrimental to property, reputation, honor and interests of the company, not disclosed to any individual, agencies and other organizations on the activities of the Company except where required under the provisions of law or when permitted in writing by the Board.
13.7 Payment to fully commit to buy shares and take responsibility for debts and other obligations of the company’s assets to the extent of capital contributed to the company;
13.8 Executive decisions of the General Assembly of Shareholders, the Board;
9.13 Responsible for damages for violating this rule caused to the Company or other members;
13:10 Any shareholders prior to joining the Company shall make a written commitment as follows:
+ Reflecting the company’s charter;
+ Give up all complaints about the contents of this Charter to any jurisdiction in which agencies
In the absence of a written commitment that the company is involved will be treated as such shareholders have approved the charter companies and all their complaints about the contents of the charter before any body any jurisdiction.
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