Responsibilities of the enterprise’s legal representative

Article 14. Responsibilities of the enterprise’s legal representative

bookkeeping-vinasc31. The enterprise’s legal representative has the following responsibilities:

a) Perform the given rights and obligations in a truthful, careful manner to ensure the enterprise’s lawful interests;

b) Act in the best interest of the enterprise; do not use information, secrets, business opportunities of the enterprise; do not misuse the position, power, or property of the enterprise for self-seeking purposes or serving the interest of other entities;

c) Notify the enterprise of the representative and his/her related persons owning or having the controlling stake or shares in other enterprises.

2. The legal representative of the enterprise is personally responsible for the damage caused by his/her violations against the obligations mentioned in Clause 1 of this Article.

Article 15. Authorized representatives of owners, members, shareholders being organizations

1. The authorized representatives of owners, members, shareholders being organizations must be individuals authorized in writing to perform their rights and obligations prescribed in this Law on behalf of such owners, members, shareholders.

2. Unless otherwise prescribed by the company’s charter, the authorized representative shall be appointed as follows:

a) A multi-member limited liability company that holds at least 35% of charter capital may appoint up to 03 representatives;

b) A joint-stock company that holds at least 10% of ordinary shares may appoint up to 03 representatives.

3. If the owner, member, or shareholder being an organization appoints multiple authorized representatives, the stake/shares of each representative must be determined. If the owner, member, or shareholder fails to determine the stake/shares of each authorized representative, the stake/shares shall be split equally among the representatives.

4. Authorized representatives must be appointed in writing; the appointment of authorized representative must be notified to the company and is only effective when the company receives the notification. The letter of authorization must contain:

a) Full name, enterprise identification number, address of the headquarter of the owner, member, shareholder;

b) The quantity of authorized representatives and their corresponding holding of shares/stake;

c) Full name, permanent residence, nationality, ID number, passport number of each authorized representative;

d) The duration of authorization of each representative, including the beginning date;

bookkeeping-vinasc1dd) Full names, signatures of legal representatives, owners, members, shareholders, and authorized representatives.

5. Authorized representatives must satisfy the conditions below:

a) The authorized representative is legally competent;

b) The authorized representative is not prohibited from establishing and managing enterprises;

c) Members, shareholders being companies of whom >50% of charter capital is held by the State in the form of stake or shares must not appoint their spouses, parents, adoptive parents, children, adopted children, siblings of the manager or the person competent to appoint the company manager as authorized representatives of other companies;

d) The authorized representative satisfies other conditions prescribed by the company’s charter.