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    TABLE OF CONTENTS

    ACNKOWLEGEMENT 2

    ABSTRACT 3

    I. INTRODUCTION 4

    II.PRIVATE COMPANY 5

    1. Definition 5

    2. Features of Private Enterprise: 5

    a. Legal status 5

    b.

    Capital 6

    c. Management of sole proprietorship: 7

    3. Advantages and disadvantages of private enterprise 7

    a. Advantages 7

    b. Disadvantages 8

    III.PARTNERSHIP COMPANY 9

    1. Definition 9

    2. Features of Partnership Company 10

    3. Advantages and disadvantages of Partnership Company 12

    a. Advantages 12

    b. Disadvantages 13

    IV.COMPARISION 14

    V.CONCLUSION 16

    VI.BIBLIOGRAPHY 17

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    ACNKOWLEGEMENT

    It is a pleasure to express our gratitude to those who assisted us to make this assignment

    possible. Firstly, we would like to thank our department Faculty of Management and

    Tourism and our school Hanoi University for providing us adequate facilities including

    classroom, computer andmaterial to take part in the business law course. Furthermore, we

    owe our deep gratitude to our supervisors, Ms. Ho Thuy HangBusiness law lecturer and

    Ms. Nguyen Bang Trung Business law tutor, who gave us guidance, suggestions and

    encouragement during the time of completing the assignment. Also, we are indebted to our

    classmates in Tutorial 4 AC09 for their advice and encouragement. Finally, we would like

    to thank to the authors of books and articles which was referred with basic knowledge about

    business law which is fundamental for us to conduct this assignment.

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    ABSTRACT

    It is very difficult to select the right form of the company. This is the

    significant problem which make manager headache. To help manager

    to choose the appropriate form, we conduct this assignment to give

    the background knowledge about two types of company: Private

    Enterprises and Partnership Company. Our assignment is divided

    into three main parts. Firstly, we provide the definition of private

    enterprises and analyze the features of it such as: legal status, capital

    and management of sole proprietorship according to the enterprise

    law 2005. Based on this analysis, we give the advantages and

    disadvantages of private enterprises. Secondly, we focus on analyze

    partnership company. Finally, we make the comparison about the

    advantages and disadvantage of both type of company which

    indicated in summary table. After doing all analysis and summary thepros and cons of Private enterprises and Partnership Company, some

    conclusions were drawn.

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    I. INTRODUCTIONEnterprise law is one of the most important laws to the economy in general and to

    organizations and individuals in particular. Enterprise means an economic organization that

    has its own name, assets, stable office and is duly constituted for the purpose of conducting

    business1. There are two categories of enterprise: state-owned ones and non-state-owned

    ones. For non-state-owned enterprises, there are four types: Limited Liability Company,

    Shareholding Company, Partnership and Private Enterprises. The choice of form of your

    company before starting your own business is very essential and has strongly influence to the

    existence and the development of company. Each of type of the company has their own

    advantages and disadvantages. It is really a hard mission to choose the right form. In this

    assignment, we will focus on the two types of enterprises consisting of Private enterprises

    and Partnership to analyze their features. Especially, we will make a comparison on these two

    types in terms of advantages and disadvantages in the context of Vietnam. As a result of our

    analysis, though Private enterprises and Partnership emphasize a lot of differences, they stillhave some similar points in both advantages and disadvantages basing on Vietnamese

    conditions. In addition, it is mentioned that the Enterprise Law 2005 by the National

    Assembly used as the main reference which helps us understand more deeply about the nature

    of both, their operations, rights and responsibilities in reality.

    1The Vietnamese Enterprise Law 2005, Chapter I art 4

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    II. PRIVATE COMPANY

    1. DefinitionA private enterprise is also called a sole proprietorship which is defined as an enterprise

    owned by an individual who is liable for all debts of the enterprise with his entire property.2

    2. Features of Private Enterprise:a. Legal status

    The feature that makes the private company different from other forms of enterprise is that, it

    does not have a legal status. Master Pham Thanh Binh, Hong Ha Law Company, Hanoi said:

    Private Company is not considered as a company that has a legal

    status. The sole proprietor must be responsible unlimitedly for all

    companys activities and its obligations with his or her total

    properties.3

    As evidences, he also provided some references to explain. According to the Civil Code

    2005 about legal persons4, an enterprise has its legal status when all of the following

    conditions are reached. Firstly, the enterprise must be legally established. Secondly, it must

    have a well-organized structure. Thirdly, the enterprise must possess property, which is

    independent of any individuals or other organizations and bear its own liabilities by

    such property. Finally, it must independently enter into legal relationships under its name.

    2The Vietnamese Enterprise Law 2005, Chapter VI art 141(1)

    3Master Pham Thanh Binh, Doanh nghiep tu nhan khong co tu cach phap nhan (2010) VN Express at 16 September 20104The Vietnamese Civil Code 2005 , Chapter IV s 1 art 84

    http://vnexpress.net/gl/phap-luat/tu-van/2010/09/3ba206e7/http://vnexpress.net/gl/phap-luat/tu-van/2010/09/3ba206e7/http://vnexpress.net/gl/phap-luat/tu-van/2010/09/3ba206e7/http://vnexpress.net/gl/phap-luat/tu-van/2010/09/3ba206e7/http://vnexpress.net/gl/phap-luat/tu-van/2010/09/3ba206e7/http://vnexpress.net/gl/phap-luat/tu-van/2010/09/3ba206e7/
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    However, the Enterprise Law of Vietnam 20055 stated that sole proprietorship is an

    enterprise owned by an individual who is liable for all debts of the enterprise with his entire

    property. That means, the enterprises properties are owners properties, they are not

    independent of the sole proprietor. Therefore, the third condition is not satisfied, and we have

    enough evidences to conclude that private enterprise does not have a legal status.

    b.CapitalCapital contribution

    The investment capital of private enterprise is contributed by its sole owner, from his or her

    own properties or debts. This capital will be declared and registered by the sole proprietor6.

    And, during the course of business, the sole proprietor is entitled to in crease or reduce

    investment capital7. However, a private enterprise cannot raise capital by issuing securities8.

    The reason why is that, if the enterprise issues shares, the shareholders who buy the

    companys stocks will become the new owners of the company. That means, the company is

    no longer owned by sole proprietor but by a number of individuals or organizations, its form

    has been changed from sole proprietorship to Shareholding Company9.

    Capital transfer: The sole proprietor is entitled to lease10

    or sell11

    his enterprise to

    another. However, he is still liable for all of his companys debts.

    5The Vietnamese Enterprise Law 2005, Chapter VI art 141(1)6The Vietnamese Enterprise Law 2005, Chapter VI art 142 (1)7The Vietnamese Enterprise Law 2005, Chapter VI art 142 (3)8The Vietnamese Enterprise Law 2005, Chapter VI art 141(2)9The Vietnamese Enterprise Law 2005, Chapter IV art 77. This article provides information about Shareholding Company: Shareholding

    Company is an enterprise of which charter capital is divided into equal portions known as shares; shareholders can be organization or

    individuals who buy such shares.10The Vietnamese Enterprise Law 2005, Chapter VI art 144. The owner must inform in writing the business registrar and the tax agency

    about such business leasing which enclosed with a notarized leasing contract. Rights and obligations of the sole proprietor and the lessee

    will be stipulated in leasing contract.11The Vietnamese Enterprise Law 2005, Chapter VI art 145. The owner must notify in writing the business registrar of the selling no less

    than 15 days before the transferring date of the enterprise.

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    c. Management of sole proprietorship12:There are four features about management of private enterprise which are stated in the

    Enterprise Law of Vietnam 2005. Firstly, the owner of private enterprise is entitled to decide

    on any business operation of his enterprise and the distribution of profits after paying off

    taxes and financial obligations as stipulated by the laws. Secondly, the sole proprietor himself

    manages and runs business operation of the enterprise or may employ a person to do so.

    However, the sole proprietor remains fully liable to all business operations of the sole

    proprietorship. Thirdly, the sole proprietor will act as plaintiff, defendant or related person

    before arbitrat ion or court in all disputes relating to the sole proprietorship. Finally, the sole

    proprietor will act as the legal representative of the sole proprietorship. All of these features

    help the private enterprise to have the sense of initiative in operating and deciding all

    companys activities.

    3.

    Advantages and disadvantages of private enterprise

    a. AdvantagesSole proprietorship is the most common and simplest form of business. Many small

    businesses operating in the Vietnam are sole proprietorships. As described above, an

    individual proprietor owns and manages the business and is responsible for all business

    transactions. The owner is also personally responsible for all debts and liabilities incurred by

    the business. A sole proprietor can own the business for any duration of time and sell it when

    he or she sees fit. As owner, a sole proprietor can even pass a business down to his or her

    heirs.

    12The Vietnamese Enterprise Law 2005, Chapter VI art 143

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    Sole proprietors need to comply with licensing requirements in the provinces in which they're

    doing business, as well as local regulations and zoning ordinances. The paperwork and

    formalities, however, are substantially less than those of corporations, allowing sole

    proprietors to open a business quickly and with relative ease - from a bureaucratic standpoint.

    It can also be less costly to start a business as a sole proprietor, which is attractive to many

    new business owners who often find it difficult to attract investors. Indeed, the legal fee to

    establish a private company is only 100000 VND13.

    Private enterprise is owned by sole proprietor. He has complete control and decision-making

    power over the business. That means, private enterprise is substantially initiative in

    controlling, managing and in solving problems related to its business operations. In other

    words, private enterprise does not have much strict government control on its activities.

    Moreover, because the owner is the legal representative of private enterprise and liable

    unlimitedly for all obligations of the company, cautious partners have more belief and

    incentives to co-operate with such kind of enterprise in comparison with others.

    Another advantage is a benefit of the sole proprietor. A sole proprietor can own the business

    for any duration of time and sell it when he or she sees fit. As owner, a sole proprietor can

    even pass a business down to his or her heirs. Furthermore, the sole proprietor does not have

    to pay any personal income taxes if the sole proprietorship has paid its corporate income

    taxes14

    b. DisadvantagesOne of the main disadvantages of private enterprise is the limitation in raising capital.

    In a sole proprietorship business, it is not allowed to issue securities, the owner arranges for

    13Decision 83/2008/QD/BTCdated on May 29th, 2000, Issuance of the license fees for business registration certificate14Dispatch 11971/BTC-TCT on personal income taxes for owners of private enterprises issued by the Ministry of Finance (2009)

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    all the required capital for the business. The owners own funds as well as borrowed funds

    sometimes become insufficient to meet the requirement of the businesss growth and

    expansion. Venture capitalists and banks generally do not lend money to sole proprietorships.

    More importantly, the unlimited liability is also a disadvantage of private enterprise. In case

    the sole proprietor fails to pay the expenses arising out of business activities, his personal

    properties may have to be used to pay for those. This generally discourages the sole

    proprietor from taking risks. He thinks cautiously while deciding to start or expand the

    business activities.

    Moreover, the continuity of business operation is uncertain because, the existence of a sole

    proprietorship business is dependent on the life of the proprietor. Illness, death etc. of the

    owner brings an end to the business.

    On the other hands, a sole proprietor may not be an expert in every aspect of management.

    He/she may be an expert in administration, planning, etc., but may be weak in marketing.

    Again, because of limited financial resources it is also not possible to employ a professional

    manager. Thus, the business lacks benefits of professional management.

    III. PARTNERSHIP COMPANY1. Definition

    Before coming into the benefits as well as the drawback that entrepreneurs will face whenthey would like to establish a partnership company, it is essential to look at what partnership

    form is. According to Article 130 - Enterprise Law in 2005, it is stated that:

    1/ A partnership is an enterprise in which:

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    a) There are no less than two partners who are joint owners of the company andcarry out business under one common name (hereinafter referred to as general

    partner); in addition to general partner, there may be limited partners;

    b) General partner must be individual and will be liable to all obligations of thepartnership with his entire property;

    c) Limiter partners will be liable to debts of the partnership only to the extent of theircapital contributed to the partnership.

    2/ A partnership will be given legal status from the issuing date of the certificate of

    business registration

    2. Features of Partnership CompanyNow, lets go into detail about partnership enterprise in several main points.

    At the start, a partnership is not allowed to issue any type of securities15

    . The reason is that it

    will be changed structure (no longer be partnership) if mobilizing through issuance of stock.

    This feature tends to be similar to Ltd. company and sole proprietorship but different from

    Shareholding Company.

    Then, as mentioned before, a partnership contains at least two general partners. They must be

    individuals. They cannot be a private enterprise owner, a general partner of another

    partnership or the owner of household business, unless otherwise agreed by the remaining

    general ones. The regulation is released to guarantee the characteristic of partnership that is

    an unlimited company. Each general partner is liable to all debts and other liabilities of the

    company with his or her full assets. There are also some restrictions on what general partners

    may or may not do. Firstly, he is not permitted to act on his own behalf or on other person(s)

    behalf in carrying out the same business act ivities as that of the partnership for his benefit or

    15The Vietnamese Enterprise Law 2005, Chapter V art 130(3)

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    for the benefit of others. Furthermore, he is also not entitled to transfer a part or whole of his

    capital contribution to others16

    .

    Besides, a partnership may have limited partner as well. Compared to general partners,

    limited partners have some outstanding rights and obligations. The most considerable extent

    is that he is responsible for only the liabilities and other obligations within his capital

    contribution and can freely transfer it to others. However, he is not allowed to take part in the

    management of enterprise17

    .

    The Partners Council will manage the company. The Council elects a general partner to act

    as the chairman of the partners council and the chairman becomes director or general direct,

    unless it is otherwise provided for in the charter of the partnership18.

    In term of location, there are no limitations on the number of business locations a partnership

    may have. The owners may also open branches and representative office as long as they are

    appropriately registered. (Study Government Decree 88/2006/ND-CP, dated August 29th

    2006 on business registration to learn more about how to register branches, representative

    offices and additional business locations.)

    An entrepreneur needs to apply to the Provincial Business Registration Office under the

    Department of Planning and Investment in the province where he plans to locate the head

    office after completing all the documents for business registration.

    16The Vietnamese Enterprise Law 2005, Chapter V art 13317

    The Vietnamese Enterprise Law 2005, Chapter V art 140(2a, 1d, 2b)18The Vietnamese Enterprise Law 2005, Chapter V art 137

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    3. Advantages and disadvantages of Partnership Companya. Advantages

    We have just pointed out some main characteristics of a partnership. As an entrepreneur, a

    person needs to analyze the benefit he would take from this form of enterprise.

    Different from other kinds like Shareholding and Limited liability Companies, Partnershipsare relatively easy to establish. The owners just file business license in the local Business

    Registration Office. It is considered to be less time and paperwork. What we need are that:

    1) Application form for registering a Partnership.2) Draft of the partnership charter.3) List of partners, copies of identification cards, passports or other relevant personal

    certifications partners.

    4) Certification of legal capital issued by the competent organization for enterprisethat is going to operate in a business line where legal capital is required.

    5) Valid copy of the practice certificate of the general partners or other individual(s)in a business in such a certificate is required.

    19

    In fact, it takes about 10 days from filing date and around 200 thousand VND for owners to

    receive legal status of Partnership Company20.

    However, partnership is required to file an agreement 21. The partnership agreements must

    state the purpose of the business and the rights as well as the responsibilities of each partner.

    This process involves in a lot of time.

    19Registering a Partnership in Vietnam, GBS20Thanh lap cong ty hop danh,

    http://www.gbs.com.vn/index.php/vi/hoidap/dangkykinhdoanh/162-partnershiphttp://www.gbs.com.vn/index.php/vi/hoidap/dangkykinhdoanh/162-partnershiphttp://www.gbs.com.vn/index.php/vi/hoidap/dangkykinhdoanh/162-partnershiphttp://www.mocongty.com/thanh-lap-cong-ty-hop-danh.htmlhttp://www.mocongty.com/thanh-lap-cong-ty-hop-danh.htmlhttp://www.mocongty.com/thanh-lap-cong-ty-hop-danh.htmlhttp://www.mocongty.com/thanh-lap-cong-ty-hop-danh.htmlhttp://www.gbs.com.vn/index.php/vi/hoidap/dangkykinhdoanh/162-partnership
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    One of the most advantages of partnership toward general partners is tax benefit. According

    to Article 4(6) Income Tax Law (enacted on 3rd

    June, 2008), the profits that general partners

    receive in proportion to his capital contribution in partnership is exempted from income tax

    provided that Partnership company paid tax in accordance with the law. It is an incentive for

    general partners or owners of this kind of enterprise.

    Moreover, with more than one member, the enterprise can raise fund more easily opposed to

    private or sole member limited liability companies. The reason are that when need to increase

    capital, the partners can be able to contribute more funds. And even their borrowing capacity

    may be greater.

    Another advantage is that a partnership would benefit from the combination of

    complementary skills of two or more people. There is a wider pool of knowledge, skills and

    contacts among these owners. In other way of expression, each general partner specializes in

    certain aspects to run the business effectively

    In term of attracting employee, prospective employees may be appeal to the business if given

    the incentive to become a partner. Therefore, partnerships provide moral support and will

    allow more creative brainstorming.

    b. DisadvantagesDespite the fact that there are many excellent benefits we can get from partnerships, there are

    some drawbacks existing.

    21 The Pros andCons of a General partnership, on 30th

    June, 2011

    http://www.allbusiness.com/business-planning-structures/business/2513-1.htmlhttp://www.allbusiness.com/business-planning-structures/business/2513-1.htmlhttp://www.allbusiness.com/business-planning-structures/business/2513-1.html
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    A major disadvantage of a partnership is unlimited liability. It means that general partners are

    liable without limit for all debts contracted and errors made by the partnership22

    . For

    example, if you own only 1 percent of the partnership and the business fails, you will be

    called upon to pay 1 percent of the bills and the other partners will be assessed their 99

    percent. However, if your partners cannot pay, you may be called to pay all the debts even if

    you must sell off all your possessions to do so. This makes partnerships too risky for most

    situations.

    Joint management also gets owners of partnership difficult. Actually, all general partners are

    entitled to act as legal representative in carrying out business activities as well as conducting

    day-to-day decisions. Thus, unless having agreement and negotiation among general partners,

    it is possible to make conflicts. Moreover, partnership business may be lacking in

    determination on long-term growth because more than two persons have their own intentions

    of how the enterprise will be developed so that there can be an inconsistency of ideas.

    Unlike Shareholding Company, the partnership company tends to have limited life. Why is

    that? It is reasonable to say that when general partners terminate their status together. For

    example, they can voluntarily withdraw the capital contribution or they are dead

    IV. COMPARISIONIn previous sections, we examined separately features as well as advantages and disadvantage

    of private and partnership enterprise. For the purpose of helping entrepreneurs in choosing

    form of business to establish, the following table will provide a comparison between these

    two types of enterprise in terms of pros and cons.

    22The Vietnamese Enterprise Law 2005, Chapter V art 134(2e)

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    Private enterprises Partnership

    Similar Advantage- Easy to establish: simple and short time procedure- Little fee of registration

    Disadvantage

    - Not permitted to issue any kinds of securities- Unlimited liabilities.- May have limited life

    Difference Advantage- Sole proprietor

    does not have topay personal

    income taxes after

    the enterprise paid

    the corporate

    income taxes.

    - Sole proprietor hascomplete controland decision-

    making power over

    the business.

    - Little governmentcontrol on business

    activities.

    - Sole proprietors arepermitted to lease

    or sell the private

    enterprise.

    - Tax benefit: do notpay tax; all tax willpass through to

    individual partners.

    - With more than onemember, the

    enterprise can raise

    fund more easily.

    - Benefit from thecombination ofcomplementary skills

    of two or more

    owners.

    - Prospectiveemployees may be

    appeal to the business

    if given the incentive

    to become a partner.

    Disadvantage - Lack of legalstatus.- Limited capital.- Limited size of

    business

    - Lack of managerialexpertise.

    - General partners areliable without limit

    for all debtscontracted and errors

    made by thepartnership.

    - Joint managementgets owners of

    partnership difficult.

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    V. CONCLUSION

    In conclusion, we analyzed features, as well as good points and drawbacks of Private

    company and Partnership enterprises in the Vietnamese condition. Although each company

    has different advantages and disadvantage, both of them are easy to establish, less procedure

    and time. Nowadays, everything changes day by day, thus flexibility in management is

    essential. Every business man needs to have the ability to make decision to choose the most

    suitable type of companies to perform. Besides, the State should help such companies work

    more effectively by improving its legal framework, providing safe and healthy working

    environment as long as reducing administrative formalities that prevents them operating well.

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    VI. BIBLIOGRAPHY

    1. Articles/books/reports:LLM. Ho Thuy Hang,Business Law reference book (2010)

    Master Pham Thanh Binh, Doanh nghiep tu nhan khong co tu cach phap nhan

    (2010) VN Express at 16 September 2010

    2. Legislation:The Vietnamese Enterprise Law 2005

    The Vietnamese Civil Code 2005, Chapter IV s 1 art 84

    Decision 83/2008/QD/BTCdated on May 29th, 2000, Issuance of the license fees

    for business registration certificate

    Dispatch 11971/BTC-TCT on personal income taxes for owners of private

    enterprises issued by the Ministry of Finance (2009)

    3.Other sources:Thu vien phap luat online

    Registering a Partnership in Vietnam,

    GBS

    Thanh lap cong ty hop danh,

    The Pros and Cons of a General partnership,

    on 30th

    June, 2011

    http://vnexpress.net/gl/phap-luat/tu-van/2010/09/3ba206e7/http://vnexpress.net/gl/phap-luat/tu-van/2010/09/3ba206e7/http://thuvienphapluat.vn/http://thuvienphapluat.vn/http://www.gbs.com.vn/index.php/vi/hoidap/dangkykinhdoanh/162-partnershiphttp://www.gbs.com.vn/index.php/vi/hoidap/dangkykinhdoanh/162-partnershiphttp://www.mocongty.com/thanh-lap-cong-ty-hop-danh.htmlhttp://www.mocongty.com/thanh-lap-cong-ty-hop-danh.htmlhttp://www.mocongty.com/thanh-lap-cong-ty-hop-danh.htmlhttp://www.allbusiness.com/business-planning-structures/business/2513-1.htmlhttp://www.allbusiness.com/business-planning-structures/business/2513-1.htmlhttp://www.mocongty.com/thanh-lap-cong-ty-hop-danh.htmlhttp://www.mocongty.com/thanh-lap-cong-ty-hop-danh.htmlhttp://www.gbs.com.vn/index.php/vi/hoidap/dangkykinhdoanh/162-partnershiphttp://www.gbs.com.vn/index.php/vi/hoidap/dangkykinhdoanh/162-partnershiphttp://thuvienphapluat.vn/http://vnexpress.net/gl/phap-luat/tu-van/2010/09/3ba206e7/

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