Problem questions on Enterprise Management

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Problem questions on Enterprise Management

1. A partnership consists of five general partners, including Quan, Bao, Chien, Dung and
Hung with the capital contribution of respectively 10%, 25%, 10%, 15% and 10%.
Cuc joined the Partnership as a limited partner and contributed 30%. The stipulation
of the company's charter is similar to current Vietnamese law on enterprises. On
March 25, 2021, Bao as Chairman of the Members’ Council and Director of the
Company called a meeting of the Members' Council to make a decision on a new
investment project of the company. The meeting was duly conducted with the
attendance of all members of the company. The decision is voted by all members
except Bao.
Question: Can the decision on the investment project be legally ratified? Why?
2. Single member LLC X in which A is the Chairman of the Board of Members, B is the
Director. Company X contracts with company Y (Y’s legal representative is Mr. A's
son). Does the contract have to be approved by the Board of Members?
3. A, B, C, D founded Sao Sang Ltd Company in January 2021 The charter stipulates
that C is the Chairman of the Members’ Council, B is the Director and legal
representative of the company.
After one-year operation, there was a conflict between the Chairman of the Members’
Council and the Director. As being the most capital contributing member, C dismissed
B and appointed A as Director to replace him.
Disagreeing with the above decision, B continued to keep company’s seal and signed
a loan contract with Phuoc Loc Company of 700 million VND. Phuoc Loc Company
transferred 300 million in advance and B transferred the entire amount to his personal
account.
a. If C wants to dismiss B, what should he do to comply with the law?
b.Who is responsible for repaying the loan amount to Phuoc Loc Company,
knowing that Sao Sang Ltd Company's assets at the time of the loan were 1.2
billion VND.
4. Bach Dang Joint Stock Company was granted a Business Registration Certificate in
July 2022.
Charter capital: 1 billion VND, divided into 10.000 shares
3 founding shareholders: Mr. Thanh (8.500 shares), Mr. Hoang (500 shares) and Mr.
Tien (1.000 shares)
In July 2024, Mr. Thanh - Chairman of the Board of Directors - signed a contract to
transfer all of his 8,500 shares to Mr. Son for 1.5 billion VND.
Q: Is this share transfer contract legal? Why?
5. A Joint Stock Company X has 4 shareholders:
- Shareholder A owns 100 ordinary shares, 100 voting preference shares
- Shareholder B owns 200 ordinary shares
- Shareholder C owns 100 ordinary shares
- Shareholder D owns 100 ordinary shares, 100 dividend preference shares.
Questions:
1.At the 1st meeting: A, B, C attend. Can the meeting be held?
2. If there is a decision that only B & C agree with, can it be approved?
(Knowing 1 voting preference share = 2 votes)

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