::HaiViet Corporation:: 
Tuesday, 20 October 2020

Shareholder Information

WELCOME TO haiviet CORPORATION!
Chapter V. RE-ORGANIZATION, DISSOLUTION, BANKRUPTCY AND EXTENSION OF THE OPERATION DURATION OF THE COMPANY
Article 60 Re-organization of the company

1. The company can be reorganized according to the following forms by laws:

a) Division of the company: where the rights and duty of the existing company are to be transferred to two or more newly established companies of the same type and upon which the divided company shall cease to exist.

b) Separation of the company: where the company may be separated by transferring part of the assets, rights and duty of the existing company (hereinafter referred to as the company being separated) to newly established company (hereinafter referred to as the separate company) without terminating the existence of the company being separated.

c) Consolidation of the company: Two or more companies of the same type (hereinafter referred to as companies being consolidated) may be consolidated into a new company (hereinafter referred to as the consolidated company) by way of transferring all lawful assets, rights, obligations to the consolidated company and at the same time, terminating the existence of the companies being consolidated.

d) Merger of the company: where one or more companies of the same type (hereinafter referred to as merging companies) may be merged into another company (hereinafter referred to as the merged company) by way of transfer of all lawful assets, rights, obligations to the merged company and, at the same time, termination of the existence of the merging companies.

đ) Conversion of the company: is where the company is converted from one legal form to another according to laws.

2. Procedure of reorganizing the company as above stated shall be carried out in accordance with relevant provisions of Enterprise Law.


 
Article 61 Dissolution of the company

1. The company shall be dissolved in the following cases:

(a) The duration of operation stated in the article 5 of the company expires and there is no decision to extend;

(b) As decided by the General Assembly of Shareholders;

(c) The company does not have the minimum number of members stipulated in the Enterprise Law for a period of six consecutive months;

(d) The business registration certificate is revoked.

 

2. Order and Procedures for dissolution of the company

a) A resolution on dissolution of an enterprise shall be passed according to Enterprise Law. The resolution on dissolution of the company must have the following main particulars:

(i) Name and address of the head office of the company;

(ii) Reasons for dissolution;

(iii) Location and method of passing the resolution of dissolution;

(iv) Time-limit and procedures for discharging contracts and paying debts of the company; time-limit for paying debts shall not exceed six months from the date on which the resolution on dissolution is passed;

(v) Plan for dealing with obligations arising from labour contracts;

(vi) Set up a board of liquidation of property. Rights and duty of the liquidation group shall be clearly stipulated in an appendix attached to the resolution on dissolution of the company;

(vii) Signature of the legal representative of the company.

b) Within seven working days after being passed, the resolution on dissolution must be sent to the business registration body, all creditors, persons having related rights, obligations or interests, and employees in the company and must be publicly posted at the head office of the company and published on local daily news paper for 3 consecutive issues.

The resolution on dissolution must be sent to creditors together with a notice of the settlement of debts. The notice shall include the name and address of the creditors; the amount of the debts, the time-limit, location and method of payment of such debts; the method and time-limit for dealing with complaints of creditors.

c) Liquidating assets and paying debts of the company.

d) Within a time-limit of seven days after paying all debts of the company, the liquidation board must submit documents relating to the dissolution of the company to the business registration body for its removing the name of the company from the business register.

đ) Where the business registration certificate of the company is revoked, the company must be dissolved within six months from the date of revocation of the business registration certificate. The procedures for dissolution shall be carried out in accordance with the provisions in this article.

3. Order and procedure for liquidating the company’s property:

a) The property of the company shall be inventoried and valued according to the residual value at the time of dissolution.

b) To organize the auction and sale of property in accordance with the provisions of laws;

c) The value of the liquidated property shall be used in the following order:

(i). Payment of all costs of dissolution.

(ii). Payment of unpaid salaries and other allowances to employees working for the company.

(iii). Payment of guaranteed debts.

(iv). Payment of tax liabilities

(v). Payment of other debts.

(vi). The remainder shall be distributed to all shareholders of the company.

Article 62 Bankruptcy of the company

Bankruptcy of the company shall be carried out in accordance with laws on bankruptcy.

Article 63 Extension of the operation duration of the Company

Upon expiration of the company operation duration, depending on the circumstances and actual conditions at the time, the General Assembly of shareholders at its extraordinary meetings has full rights to decide on the extension of the operation of the Company and the company must complete all legal procedures to formalize and legitimize the extension that the company continues to operate after the expiry date stated in the charter and its certificate of business registration.

Article 64 Litigation

During the normal operation as well as during liquidation, any litigation relating to the company is under the jurisdiction of competent agencies according to laws.

All shareholders are entitled to claim for compensation for damages caused by the fault of any individual in the company caused to the company. If the Board of management ignores such cases, shareholders can appoint representatives to sue before competent bodies.