A company charter is the “internal constitution” of an enterprise — governing how the company is organized, managed and operated. When registering a multi-member limited liability company, a charter missing mandatory contents or valid signatures is grounds for the business registration authority to reject the dossier. This article systematizes the 13 mandatory contents under Article 24.2 of the Enterprise Law No. 59/2020/QH14 (amended by Laws 03/2022/QH15 and 76/2025/QH15; Article 24 unchanged, in force as of 14/10/2026).
Important note on the article number: charter contents are governed by Article 24 of the 2020 Enterprise Law. Many online articles wrongly cite “Article 25” — INCORRECT (Article 25 of the 2014 Law governed charters; Article 25 of the 2020 Law governs member lists and beneficial owners). Always cite Article 24.
What a company charter is — two types (Article 24.1)
Under Article 24.1, a company charter comprises the charter upon enterprise registration and the amended/supplemented charter during operation. The two have different signature rules (below) — when drafting, identify clearly whether it is an initial or an amended charter.
The law prescribes no mandatory charter form — companies draft their own following the 13 key contents below. Contents beyond the 13 items are agreed by members but must not contradict the law.
The 13 key contents — Article 24.2 (points a to n)
- (a) Name, head office address; branch and representative office names and addresses (if any);
- (b) Business lines;
- (c) Charter capital;
- (d) Full name, contact address, nationality of each member of the LLC; the contributed capital portion and value of each member — use the statute’s exact phrase “contact address”, not the shortened “address”;
- (dd) Rights and obligations of members;
- (e) Organizational and management structure;
- (g) Number, titles of managers and the rights and obligations of the legal representative(s); allocation of powers where there is more than one legal representative;
- (h) Procedures for adopting company decisions; principles for settling internal disputes;
- (i) Bases and methods for determining salaries, remuneration and bonuses of managers and Controllers;
- (k) Cases where a member may request the company to repurchase its capital contribution;
- (l) Principles for distributing after-tax profits and handling business losses;
- (m) Dissolution cases, dissolution procedures and asset liquidation;
- (n) Procedures for amending and supplementing the charter.
The core difference of the multi-member LLC template versus a single-member LLC: point (d) must list every member with each one’s corresponding capital portion.
Signatures on the charter — Article 24.3 and 24.4
- Charter upon registration (Article 24.3): signed by all members — individual members sign themselves; organizational members are signed for by their legal representative or an authorized person.
- Amended/supplemented charter (Article 24.4): signed by the company’s legal representative.
Missing compliant signatures is grounds for dossier rejection — verify before filing.
Updates from Law 76/2025/QH15 (effective 01/7/2025)
Two changes directly affecting charter contents:
- Offering capital contributions — Article 52.1(a) (Law 76/2025 version): when a member transfers its contribution, it must offer that portion to the remaining members in proportion to their respective capital contributions in the company, on the same offering terms. Charter point (k) on repurchase should reflect this new mechanism — not the old version.
- Personal liability of the legal representative — Article 13.2 (Law 76/2025 version): the legal representative bears personal liability as prescribed by law for damage caused to the enterprise. Charter point (g) should clarify the corresponding scope of powers.
Note: Law 76/2025 amended Article 25 (adding beneficial-owner lists) — easily confused with charters; but the charter (Article 24) is unaffected.
Provisions the charter must consistently reflect
- Capital contribution within 90 days (Article 47): members must fully contribute committed assets within 90 days of the enterprise registration certificate issuance. Charter capital and contribution portions must align;
- Decision adoption thresholds of 65%/75% (Article 59): Members’ Council resolutions pass with at least 65% of attending members’ capital votes (75% for charter amendments, reorganization, dissolution…). Charter point (h) must state these ratios correctly;
- Members’ Council structure (Article 54): point (e) on management structure must fit the Members’ Council / Council Chair / Director model.
FAQs
Which article governs company charter contents under the 2020 Enterprise Law?
Article 24 — not Article 25. Article 25 of the 2020 Law governs member lists and beneficial owners.
Is there a state-issued mandatory charter form?
No. Companies draft their own under Article 24.2’s 13 contents.
Who signs an amended charter?
The company’s legal representative (Article 24.4).
Legal bases: Enterprise Law No. 59/2020/QH14 (Art. 13.2, Art. 24, Art. 47, Art. 52.1(a), Art. 54, Art. 59 — some as amended by Law 76/2025/QH15).
Need a contract, company charter or security registration dossier drafted or reviewed under Vietnamese law? Reach us via the Contact page of FLAT Law Firm.
For reference only, not legal advice.
The legal content of this article is reviewed by FLAT’s AI Legal Council and submitted to the owner for approval; it is not an opinion of a licensed lawyer and does not replace legal advice for specific cases.
