Diploma in Business (PDF)

ASSIGNMENT 2 FRONT SHEET
Qualification BTEC Level 4 HND Diploma in Business
Unit number and title Unit 7: Business Law
Submission date 1-7-2021 Date Received 1st submission
Re-submission Date Date Received 2nd submission
Group number:
Student names & codes Final scores
1. Nguyễn Viết Phú Nguyên
2. Hoàng Trần Nhật
3. Tạ Văn Khoa
4. Dương Thanh Thúy
Class GBD0805B Assessor name
Student declaration
I certify that the assignment submission is entirely my own work and I fully understand the consequences of plagiarism. I
is a form of malpractice.
P3 P4 P5 P6 M2 M3 M4

OBSERVATION RECORD
Student 1 Nguyễn Viết Phú Nguyên
Description of activity undertaken
INTRODUCTION
Legal CONTRACT LAW
Assessment & grading criteria
How the activity meets the requirements of the criteria
Student
signature: Date:
Assessor
signature: Date:
Assessor
name:

Student 2 Hoàng Trần Nhật
Description of activity undertaken
For Distinction only
TYPES OF BUSINESS ORGANIZATION
MANAGEMENT OF BUSINESS ORGANIZATION
Assessment & grading criteria
How the activity meets the requirements of the criteria
Student
signature: Date:
Assessor
signature: Date:
Assessor
name:

Student 3 Tạ Văn Khoa
Description of activity undertaken
ISSUE OF LABOR LAW
Assessment & grading criteria
How the activity meets the requirements of the criteria
Student
signature: Date:
Assessor
signature: Date:
Assessor
name:

Student 4 Dương Thanh Thúy
Description of activity undertaken
ISSUE OF CONTRACT LAW
Assessment & grading criteria
How the activity meets the requirements of the criteria
Student
signature: Date:
Assessor
signature: Date:
Assessor
name:

 Summative Feedback:  Resubmission Feedback:
Grade: Assessor Signature: Date:
Internal Verifier’s Comments:
Signature & Date:

Contents
INTRODUCTION ..............................................................................................................................................................9
I. Issue of Contract Law .......................................................................................................................................... 10
1. Contract for the sale and acquisition of goods (number: 30/TB/HB/H2020-HP) ........................................... 10
2. The main article relates to the issues .............................................................................................................. 12
3. Draw attention to the legal issues ................................................................................................................... 12
4. The influence of legal issues on a company's operations ............................................................................... 13
5. The chosen contract's main validity ................................................................................................................ 13
Form .................................................................................................................................................................... 13
Consideration…………………………………………………………………………………………………………………………………13
Legality…………………………………………………………………………………………………………………………………………….13
Capacity ............................................................................................................................................................... 14
Two Companies' Seal ........................................................................................................................................... 16
II. Issue of Labor Law ............................................................................................................................................... 17
1. Scandal of Labor Law ....................................................................................................................................... 17
2. Point out the legal trouble .............................................................................................................................. 18
3. The impact of legal trouble on business operation ......................................................................................... 18
III. Issue of Company Law ..................................................................................................................................... 18
1. Company Law Scandal ..................................................................................................................................... 18
2. Point Out the Legal Trouble ............................................................................................................................ 19
3. The effect of legal issues on the functioning of a company ............................................................................ 19
4. Examining other wider laws, rules, or standards that have an impact on the company ................................ 20
IV. Recommendations .......................................................................................................................................... 21
1. Legal Solution of Contract Law ........................................................................................................................ 21
2. There are two options for resolving the conflict. ............................................................................................ 21
3. Legal Solution of Labor Law ............................................................................................................................. 21
4. There are two options for resolve the dispute. .............................................................................................. 22
5. Legal Solution of Company Law ...................................................................................................................... 22
6. There are two options for resolving the conflict. ............................................................................................ 22
7. Ways to obtain legal solutions ........................................................................................................................ 23
8. Singapore's most popular dispute settlement method .................................................................................. 24
V. Types of business organization ........................................................................................................................... 24
1. Main different types of organization .............................................................................................................. 24

2. The benefits and drawbacks of two kinds ....................................................................................................... 26
3. In Vietnam, the most common form of company structure is a partnership. ................................................ 27
VI. Management Business Organization ............................................................................................................... 28
1. Shareholders’ role in managing the company ................................................................................................ 28
2. CEO/ Director’s duties in managing the company .......................................................................................... 29
3. Secretary with respect to the role, duties, and qualification .......................................................................... 31
4. In terms of functions and power/rights, the auditor ...................................................................................... 31
5. The way the company raises capital with Share Capital ................................................................................. 32
6. How the business uses Loan Money to obtain capital .................................................................................... 32
Conclusion ................................................................................................................................................................... 33
Table 1: Ways to obtain legal solutions....................................................................................................................... 23
Table 2:Main different types of organization.............................................................................................................. 25
Table 3: two kinds of businesses in a registered company ......................................................................................... 25

INTRODUCTION
This study looks at legal firms in Vietnam that follow contract law, labor law, and business law when dealing
with difficulties, problems, or conflicts in order to evaluate and analyze problems and find answers to them.
In addition, my team will have to evaluate the problems of three businesses in terms of contract law, labor
law, and company law, as well as give an impartial and comprehensive evaluation of options to deliver the
most value solutions.
Contract Law: Contracts for the Sale and Purchase of Goods
Party A
 Name: HUNG PHAT DEVELOPMENT AND TRADING JOINT STOCK COMPANY
 Address: 025/38G Cach Mang Thang Tam, Ward 7, Tan Binh District, Ho Chi Minh City, Vietnam
 The Phone Number: 028 667 00003
 The Fax Number: 028 667 00002
 Business: Food sales
Party B
 The company's name is GIA HOANG CANTEEN AND FOOD PROCESSING COMPANY LIMITED,
 Address is 1A Nguyen Hien Le Street, Ward 13, Tan Binh District, Ho Chi Minh City.
 The area of business: Food Service
Information on Labor Law
 The company's name is Cu Lao Xanh Co., Lt.
 The address is Xuan Tam Commune, Xuan Loc District, Dong Nai Province
 The phone number is 0958939888
 The line of work: growing vegetables, beans, flowers, and ornamental plants
Information on Company Law
 The name of the company is Ocean Bank; the address is Daeha Building, Ngoc Khanh Ward, Ba Dinh
District, Hanoi City;
 The phone number is 024.3772.6789;
 The fax number is 024.3772.6969;
 The website address is https://www.oceanbank.vn/

I. Issue of Contract Law
1. Contract for the sale and acquisition of goods (number: 30/TB/HB/H2020-HP)

2. The main article relates to the issues
In this contract, we choose two laws for analysis. Article 3: Quality and Specifications of the Goods, as well
as Article 5: Responsibility for the Goods.
Article 3: Quality, specifications of the goods.
 The products' quality must meet Vietnamese requirements for safety and cleanliness.
 Ensure the quality of the offering in line with the procedure.
 Maintain freshness, live in accordance with the offering
 Ascertain the right amount in accordance with Party B's request.
Article 3 deals with the quality and specifications of products.
This is a highly significant word that refers to the quality of products and commodities that are directly
linked to safety, hygiene, human health, property, and the environment. According to the contract, Party
A is responsible for providing B and must guarantee that the goods are of good quality, fresh, and in the
right amount. This implies that if this provision is not included in the contract, the contract's quality will
suffer significantly.
Article 5: Responsibility for the goods.
Party A is in charge of guaranteeing the quality of the items that Party A delivers to Party B's customers. If
the quality cannot be guaranteed, Party A must return the products to Party B within 30 minutes.
 If there is a problem with the quality of the products or if poisoning occurs:
-The two parties collaborate to identify the root of the problem and fix it jointly.
-The two sides collaborate to get the sufferer to the closest hospital.
- After testing and verifying to see whether there is a result of food poisoning caused by Party A,
Party A is entirely liable for any medical expenses.
This is a phrase linked to responsibility in Article 5 - specifically, it is the right to protect Party B's interests.
Party A must assume responsibility for the goods it provides. There are specific conditions in the contract
regarding the advantages that Party B is entitled to. It also outlines the responsibilities that Party A has to
Party B in the event of a product failure. This is significant because it has a direct impact on the rights and
responsibilities of the parties involved, providing maximal legal rights for both parties while also ensuring
that both parties must adhere to the terms of the agreement copper. This implies that if this provision is
not included in the contract, the contract's quality would suffer and both parties' rights and interests will
be jeopardized.
3. Draw attention to the legal issues
According to Article 3 of the contract, Party A would provide seafood in line with Vietnam's quality
requirements (must have ISO certification) throughout the contract's execution, however Party A has
supplied seafood of poor quality. Causing food poisoning, according to the requirements.

Party B has specific proof, and someone has dared to compel Party A to accept complete responsibility for
themselves, as stipulated in the proposed contract. It is clear that Party A's actions are a breach of contract,
rather than a case of being free from responsibility. As a result, Party A is liable for the contract's violation.
The two parties can agree on remedial measures. In this case, the contract is unclear. Though a force
majeure event happens objectively, it cannot be predicted or avoided, even if all required precautions and
capabilities have been taken.
In the event that Party A is unable to fulfill its civil duty owing to a force majeure occurrence, it is exempt
from civil responsibility. (Article 302 of the Civil Code of 2005). The breaching party is free from
responsibility in the event of a force majeure occurrence, according to Article 294 of the Commercial Law.
The provision on force majeure assists the parties in anticipating instances of liability exemption in the
event of a violation. When force majeure strikes during the execution of a contract, contractual duties are
suspended (Firm, 2021).
As a result, it is essential to have a clear agreement on force majeure occurrences (natural or societal
phenomena) while writing a contract. At the same time, while writing a contract, the parties may declare
the circumstances as force majeure in order to avoid responsibility (Firm, 2021).
4. The influence of legal issues on a company's operations
Party A has given Party B with seafood that is not guaranteed to be of good quality and does not meet
Vietnamese requirements. To put it another way, Party A was unable to guarantee the agreed-upon terms.
If Party B utilizes the seafood given by Party A, there is an issue that can harm the service as well as the
health of customers. Causing harm to both persons and property. This has a profound and negative impact
on both parties' relationships and long-term cooperation, resulting in a great deal of embarrassment for
Party A when quality is not assured.
The primary validity of the selected contract 5.1. Form Because this is a kind of Goods sale and buy contract,
it must be made in writing, according to Vietnamese legislation. This kind of contract, according to the
form, complies with Vietnamese legislation.
5. The chosen contract's main validity
Form
Due to the fact that this is a kind of Goods sale and purchase contract, Vietnamese law requires that this
contract be drafted. This contract is in compliance with Vietnamese legislation, according to the form.
Consideration
After examining all of the contents of the contract table, it is determined that the contract fully guarantees
the balance of benefits, which is one of the contract's valid requirements. So, when this contract is
implemented, there will be no imbalance or loss of equality between the two parties in the contractual
connection. Since a result, this consideration is entirely appropriate, as it satisfies the parties' rights and
interests.

Legality
Seafood is the name of this unique item.
According to Article 3 of the contract, Party A has agreed to supply Party B with high-quality seafood that
meets current Vietnamese or international requirements. As a result, the legality has been established.
• Legal foundation (LuatVN, 2021)
Food Safety Law No. 55/2010 / QH12; Food Safety Law No. 55/2010 / QH12;
Food Safety Law No. 55/2010 / QH12; Food Safety Law No. 55/2010 / Q
The Government issued Decree No. 15/2018 / ND-CP on February 2, 2018, outlining the
Implementation of a number of provisions of the Food Safety Law, which took effect on February 2, 2018;
The Ministry of Agriculture and Fisheries issued Circular 38/2018 / TT-BNNPTNT on December 25, 2018.
Rural Development regulating the appraisal and certification of production facilities
Good Manufacturing Practice (GMP), Hazard Analysis and Critical Control Point (HACCP), Food Safety
Management System ISO 22000, Standard Food Safety International (IFS), Global Food Safety Standard
(BRC), Food Safety System Certificate (FSSC 22000) or equivalent valid have all been granted to the
establishment.
• The seafood industry will have to completely address the following problems.
Agricultural, forestry, and fisheries production and commercial enterprises that export to countries and
territories where medical certification (food safety certifications and certificates) is required by Ministry
authorized authorities.
Agriculture and Rural Development, according to Ministry of Agriculture and Rural Development rules.
As a result, small fish production businesses in the shape of Business homes are not need to get a food
safety and hygiene license. However, certain requirements of the Food Safety and Hygiene Law must still
be fulfilled. Currently, businesses seeking food safety certifications must form a corporation and get a
seafood business code.
Capacity
Party A: Hung Phat Development and Service Trading Company Limited

Party B: GIA HOANG CANTEEN AND FOOD PROCESSING COMPANY LIMITED

Two Companies' Seal
Part A: Hung Phat Development and Service Trading Company Limited
The tax code for Hung Phat Development and Service Trading Company Limited Vietnam is 0311668047,
and the legal seal is (dichvuthongtin, 2021) .025/38G Cach Mang Thang Tam, Ward 7, Tan Binh District,
Ho Chi Minh City, Vietnam is the company's headquarters. Tran Viet Dung is the company's
representative and director, and he has full civil ability and the authority to execute contracts in
accordance with the company's charter.
Part B: GIA HOANG CANTEEN AND FOOD PROCESSING COMPANY LIMITED
GIA HOANG CANTEEN AND FOOD PROCESSING COMPANY LIMITED has a legal seal (dichvuthongtin,
2021)and an entity tax number of 0315826079. Nguyen Thi Mong Hoang is the company's current director
and representative. Mrs. Hoang has complete knowledge and civil act ability, and she has the authority to
sign contracts. The address of the business is 1A Nguyen Hien Le Street, Ward 13, Tan Binh District, Ho Chi
Minh City.

II. Issue of Labor Law
1. Scandal of Labor Law
The scandal of labor law from Dak Lak business is Dak Lak: Employees complain about the company's debt
and pressure (LĐO, 2019)
Chu Pha Forestry Company Limited (Ea H'leo District, Dak Lak Province) owes 26 employees (workers) 5
months' pay but has not paid for the last 5 years. This business has consistently given poor job rotation
and resignation choices in the past, resulting in long-term employee complaints
- Workers are put into a tough situation.
Mr. Truong Quang Thanh, a Chu Pha Forestry Company Limited (Chu Pha Company) employee, said that in
2013, 26 Chu Pha Company workers were not getting their salaries in accordance with the law.
“Initially, the company owed our 7.5 months with the amount of more than 100 million dong.
The business gave us 2.5 months pay after two generations of directors.
- Mr. Thanh said, "The business is still asking for the remaining money."
Not only were many workers at Chu Pha Management owed money, but they also complained often
because they believed the company had chosen to fire them since the job rotation was not satisfactory.
- Ms. Vu Thi Thuy, a magazine clerical staffer, claimed she signed an undefined labor contract with Chu
Pha Company at the end of 2014. Mr. An Ngoc Tan, Director of Chu Pha Company, issued a decision
dismissing Ms. Thuy's archive clerical job in October 2018. Chu Pha Company continues to inform Ms.
Thuy 45 days ahead to her departure in April 2019.
- Ms. Thuy has filed several complaints because she believes her health is still good enough for her job.
Moreover, at the age of 46, it is very difficult for Ms. Thuy to find a suitable job in society. "I requested
that the business executives arrange for a new job, rather than such a ridiculous leave," Ms. Thuy said.
- Director of a tangled web of controversies
According to research, in March 2018, a working group of the provincial Labor Confederation, the
Department of Labor, War Invalids, and Social Affairs in Dak Lak collaborated with the leader of Chu Pha
Company, stemming from the employee's petition to recommend the company rotate the work in violation
of regulations.
Specifically, in 2012, Mr. Nguyen Trong Hoa signed a labor contract with Chu Pha Company with the
sposition of accountant.
Mr. An Ngoc Tan signed a decision in January 2018 transferring Mr. Hoa from accountant to forest guard!
Mr. Hoa disagrees with this judgment, believing it to be in violation of the agreed labor contract.
In terms of employee debt, Mr. Luong Thanh Hai, Chairman of Chu Pha Firm, acknowledged that the
company was 5 months' pay in debt in 2013.According to Mr. Hai, just 7,000 hectares of productive forest

were funded by the state for management and preservation at the time, with the remainder being
unsupported. "This term makes a business that is short on cash pay for NL," Mr. Hai said.
Mr. An Ngoc Tan was disciplined by the Inspection Committee of the Dak Lak Provincial Party Committee
at the end of 2018 for violating the principle of democratic centralization, the company's working
regulations, the cell's working regulations; irresponsibility in work management, and operations of the
operating company.
2. Point out the legal trouble
Employees are blaming their salaries and putting pressure on businesses, it's not acceptable. So, the legal
issue is that the Employer fails to fulfill his obligation of extra-payment to the employee.
3. The impact of legal trouble on business operation
Of course, an internal employee will conceive of an inappropriate way to handle, maintain, and maintain
a worker, and similar occurrences may occur again. Because Mr. An Ngoc Tan made a mistake in the
process of working and managing the company's operations, internal employees will only quote and reflect
the responsibility of cooperating with employees, while the signal of the business will also decrease slightly.
This will lead to the internal operation of the company about the work status manager of the human
worker.
III. Issue of Company Law
1. Company Law Scandal
The Ocean Commercial Joint Stock Bank – Ocean Bank case of Ha Van Tham and co-conspirators
The particularly serious case (corruption totaling more than 2,000 billion VND) involving many banking
titans such as Ha Van Tham, Pham Cong Danh, Hua Thi Phan, and others led to the prosecution and arrest
of a number of former PVN oil and gas executives, including Mr. Dinh La Thang, Trinh Xuan Thanh, Phung
Dinh Thuc, and others, and the loss of more than 800 billion VND when PVN invested in OceanBa.
On December 2, 2010, Ha Van Tham directed and, with Nguyen Van Hoan, Deputy General Director of
Oceanbank, decided to lend VND 500 billion to Pham Cong Danh through Trung Dung Company, which
does not guarantee loan conditions, has no collateral, and customers misuse loan capital, in violation of
the State Bank's lending regulations and processes and procedures (vnexpress, 2017)
As of October 21, 2014, the abnet job had cost Oceanbank more than 340 billion dong in principle and
more than 200 billion dong in interest. Then, in order to verify the loan application of 500 billion VND,
Pham Cong Danh, Tran Van Binh, and Hua Thi Phan utilized false assets or had inadequate legal standing
to secure the loan. Pham Cong Danh used the money to pay off all of Hua Thi Phan's obligations when he
acquired Dai Tin Bank.
Ha Van Tham, Nguyen Xuan Son, and their associates intentionally violated the State's economic
management laws, resulting in a loss of more than 1,576 billion VND.

According to the survey results, out of the 246 billion VND spent on Nguyen Xuan Son and appropriated by
Son, more than 49 billion VND is the money of the State that Son is the representative to manage, based
on the proportion of equity contribution (PVN contributed 20% of Ocean bank’s charter capital).
2. Point Out the Legal Trouble
During the time as Chairman of Ocean Bank (Ocean bank), Ha Van Tham directed his accomplices to spend over
1,500 billion dong of external interest to serve the interests of the leaders of Ocean bank. So the legal trouble is
Director violates his duty to act within power and embezzlement (vnexpress, 2017).
This act of appropriating more than 49 billion dong of Son constitutes the crime of "embezzlement of property”.
Out of more than 246 billion dong of non-contractual interest expenses appropriated by Son, more than 197 billion
was determined by Son's abuse of his position and powers to demand Ha Van Tham spending and appropriation,
causing damage to Ocean bank and other shareholder. Son's behavior constitutes the crime of "Abuse of positions
and powers to appropriate property.
3. The effect of legal issues on the functioning of a company
As a result of Ocean Bank’s weak capacity and violations by Ha Van Tham (former Chairman of the Board of
Directors of Ocean Bank), Ocean Bank suffered a serious loss with no equity value of the owner; as a result, the
total amount of 800 billion VND contributed by PVN (which is the State's capital assigned to PVN to manage) at
Ocean Bank was completely lost when the State Bank was forced to force a merger.
These errors have had a direct impact on the execution of the Party's and State's key undertakings and programs,
as well as the Government's macroeconomic management, setting a poor precedent for business management.
Wrong investment choices that result in loss-making projects, such as the Thai Binh 2 Thermal Power Plant Project,
Phu Tho Ethanol, etc., place undue strain on the economy and social basis.
The defendant's acts of intentionally violating the State's regulations on economic management, according to Mr.
Pham Ngoc Thao (former Vice Chairman of the Vietnam Fatherland Front Committee of Hanoi city), are particularly
dangerous, according to Mr. Pham Ngoc Thao (former Vice Chairman of the Vietnam Fatherland Front Committee
of Hanoi city). Not only does it harm society by causing the State to lose hundreds of billions of dong, but it also
harms the correctness, integrity, and responsibility of managing State assets, severely damaging the reputation
and morality of the contingent of cadres and civil servants in the State management apparatus in general, and the
management of State enterprises in particular, and lowering the public's trust in the governmental system.
In addition to the economic repercussions, Judge Truong Viet Toan (Deputy Chief of the Criminal Court, Hanoi
People's Court) said that there are other unquantifiable effects, such as the loss of a person's confidence.
According to Mr. Truong Viet Toan, another consequence is "brain drain." Not only did the defendants who held
positions of leadership face criminal charges, but they also dragged a number of important officials from
companies and organizations into the mix.
Most painfully, there are many individuals with great credentials, well-educated, trained through numerous
positions, people who used to be scientists who won many important prizes... but have lost themselves in the face
of interest temptation.

4. Examining other wider laws, rules, or standards that have an impact on the company
The team selects Article 77 of Ocean Bank and charter number 15 of the company law in Vietnam to analyze the
suitability
Ocean Bank:
Item XIX article 77 clause 1 point b of the Ocean's charter includes a provision on independent audit.
The content stated that:

Dai Duong Bank must inform the State Bank of the independent auditing company it has chosen within 30
days of making the decision.
This is completely consistent with company law under Chapter 2, Article 15 clause 2 of the Circular.
Company Law in Vietnam:
Regulations on independent audit for credit institutions and overseas bank branches are included in
Chapter 2, Article 15 clause 2 of the Circular.
A written notification of the chosen independent auditing organization must be provided to the State Bank
within 30 days of the date on which the decision on the selection of an independent auditing organization
is made.
Ocean Bank, on the other hand, followed the law's requirements regarding the time limit for notifying the
State Bank of the independent auditing organization.
IV. Recommendations
1. Legal Solution of Contract Law
Party A will have to reimburse the contract as a remedy to this issue.
Compensation and liquidated damages are the two most acceptable remedies for this legal problem,
according to Article 307 of the Commercial Law of 2005.
2. There are two options for resolving the conflict.
In this instance, the Court and Mediation are used to resolve the conflict. One thing these two solutions
have in common is that they both need the involvement of a third party.
Mediation is one of the simplest terms for both parties in the proposed contract. According to the contract,
Party A is responsible for supplying seafood to Party B, and if there is a problem, both parties will work out
a solution. When a force majeure incident happens while shipping the products, the quality of the interior
is affected, such as impact, causing the seafood to lose its original quality. This kind of conflict settlement
will not make things tough for the two parties, and there may still be a future connection.
If mediation is not feasible, the case will be brought before the court. The court's role is to establish the
objective reality of the case and to restore people', agencies', and organizations' legal rights and interests.
“In case the breaching party is late in payment for goods or delayed payment of service remuneration and
other reasonable account, the violated party has the right to request payment, and the interest on such
late payment amount is the average market overdue debt interest rate at the time of payment
corresponding to the l,” according to Article 306 of the 2005 Commercial Law.
3. Legal Solution of Labor Law
Mr. An Ngoc Tan was disciplined by the Inspection Committee of the Dak Lak Provincial Party Committee
at the end of 2018 for violating the principle of democratic concentration, the company's working

regulations, the cell's working regulations, and a lack of responsibility in the company's management and
operation.
Manage and enhance the company's working rules, as well as the cell's working regulations; restructure
responsibilities in the company's management and operation. Comply with the terms of the employee's
work contract. It is critical to evaluate both the company's pay and the employee's personal interests.
4. There are two options for resolve the dispute.
Negotiation and going to court are two options for resolving the issue. In the negotiating technique, two
contracting parties may talk to each other to come up with a fast and simple solution that avoids paperwork
and costs. Before we speak to the other person, we need to consider some of the variables. Just as we
wouldn't get into a company without considering our main interests and financial position, we may begin
discussing trade-offs without having a good understanding of the advantages in return.
In the event of a discussion to reach an agreement, the parties will consent to the contract. Following that,
the parties will agree on everything necessary to settle the agreement with the court, and the matter will
be closed; the parties will not go to trial. Furthermore, both parties may avoid having to deal with a judge
in order to bring up issues that do not arise. To settle in court, the business and employee sides will discuss
and address discrepancies, as well as declare that the company's pay policy contract is acceptable for both
parties. If the two parties do not agree, they will bring the case to trial.
5. Legal Solution of Company Law
The Panel said that Nguyen Xuan Son and Ha Van Tham's actions were extremely severe and required
immediate attention. It should be treated properly according to the Procuracy's recommendations for
Nguyen Xuan Son.
As a result, the Panel decided to sentence Ha Van Tham, the former Chairman of the Board of Directors of
Ocean Bank, to a life sentence for four charges: "violation of regulations on lending in the operations of
credit institutions"; "abuse of positions and powers to appropriate property"; and "property corruption
and intentionally acting ag
Nguyen Xuan Son (former General Director of Ocean bank) was found guilty of three crimes: "deliberately
breaching the State's laws on economic management," "creating severe repercussions," and "abusing
positions and powers to usurp property and embezzlement"
In the meantime, Nguyen Minh Thu (former Chairman of the Board of Directors of Ocean bank) and Nguyen
Van Hoan (former Deputy General Director of Ocean bank) were sentenced to 22 years in prison, while
Hoang Thi Hong Tu was sentenced to 36 months in prison but was given a suspended sentence (BBC News,
2017).
6. There are two options for resolving the conflict.
Many particularly serious violations of the law have occurred during the operation of the Ocean
Commercial Joint Stock Bank (Ocean bank), including mobilizing deposits and paying interest, exceeding
the ceiling, paying interest outside the contract for customers; embezzlement, abuse of positions and

powers to appropriate property; and causing particularly serious damage to Ocean bank. Because the
problem is severe enough to be prosecuted at the criminal level, the only option is to go to court.
7. Ways to obtain legal solutions
From the dispute resolution methods mentioned above, the team selected two dispute resolution methods to
compare in order to evaluate the effectiveness of the parties' dispute resolution, which are:
Negotiation Mediation
Definition This is a procedure in which
two parties that are at odds
attempt to come to an
agreement together.
This is a method in which a third party helps the parties in
addressing an issue and coming up with a solution.
Easier Procedure The following stages are
followed in the negotiating
process (Khánh, 2009):
Step 1: The request is made
by both parties, and the
substance must be
discussed.
Step 2: The two parties
negotiate on the basis of
each party's needs and
contents.
Step 3: Each side arranges
themselves to get their own
views on the proposed
agreement.
Step 4: The parties finalize
the agreement document.
The mediation procedure includes the \following steps:
Step 1: Begin the process by submitting a Request for Mediation
to the ICC International Center for ADR.
Step 2: The Center has verified the request for all costs, including
paperwork and application fees, to be completed.
Step 3: The Center asks the parties to submit further comments
on any remaining procedural issues.
Step 4: Choose your mediators
Step 5: The parties pay a provisional deposit to cover the
expenses of the proceedings until their first encounter with the
Mediator or later.
Step 6: The Center will invite the mediators who have been
asked.
Step 7: The parties and the Mediator meet for the first time to
discuss the mediation process.
Step 8: The Mediator notifies the parties in accordance with the
Mediation Rules.
Step 9: The Mediator conducts the mediation, which is likely to
include one or more actual sessions between the Mediator and
the parties, as well as the exchange of written documents and
conference calls.
Step 10: The Mediation concludes with the signing of a
Settlement Agreement.
Economic Less expensive because
negotiation is just two
parties negotiating,
negotiating with each other
for the purpose of finding
the most common ground.
More expensive because the mediation is usually 2 can not find
a common voice, so need to find the help of a 3rd party. This
causes costs
Confidentiality Absolute confidentiality. Confidentiality is a relative term, yet it is still more secret than
the judicial system. Trade secrets may be jeopardized.
Maintain a
relationship
Maintain a relationship Maintain a relationship
Time saving Simple, fast Simple, fast
Table 1: Ways to obtain legal solutions

8. Viet Nam's most popular dispute settlement method
In my opinion, negotiate is a regular basis to resolve disputes in Vietnam. Negotiating is a method of dispute in
business that doesn't need the role of the third. The basic trait of negotiation is that the partners present the
point, the views, the table, looking for appropriate measures, and go to the right agreement to settle the deal. The
most common reason behind this is increasing the spectrum of this technique in Vietnam including:
Negotiations can be carried out quickly and conveniently don't through the third side to resolve the safety of the
relevant matters. On the other hand, negotiation is effective than other methods, but it's less expensive than other
methods. Besides, negotiation can protect our credibility as well as the secrets of the relevant side. On the other
hand, the kind of sentence is either a sentence or an arbitrary not known in Vietnam so the negotiator is most
popular. However, there are certain terms of negotiation as they are later. First, the result of negotiation depends
on the understanding and attitude, the cooperation of the dispute. And secondly, the result of the negotiation is
not guaranteed by a compulsive theorem, which depends on the will of the parties.
V. Types of business organization
1. Main different types of organization
Sole proprietorship Partnerships Limited Liability
Corporation (LLC)
Registered company
Numbers of
owners/founders
A kind of business
that is owned and
operated by a single
individual.
A company that is
owned by two or
more people.
The lowest number
of members is two,
while the maximum
number is fifty.
This is a kind of
company structure
that combines two
different types of
sole
proprietorships.
and Partnerships.
The minimum and
maximum
membership
numbers are 1 and
50, respectively.
It may have one or
many owners.
Liabilities of
member
The single trader
gets all earnings
(subject to business-
specific taxes) and
bears full
responsibility for all
losses and
obligations.
Unlimited liability
Except under
exceptional
circumstances,
members are
responsible for the
company's debts
and other
obligations up to
the amount of
capital they
contribute to the
firm.
To accept limited
responsibility for
the company's
debts, investors
must register.
Legal entity status Private businesses
are not considered
legal entities.
Has a number of
distinct legal
entities from its
owners.
A partnership is
neither a distinct
legal entity or a tax
payer. Each partner
Has a number of
legal entities that
are distinct from its
owners.

is responsible for
paying taxes on his
or her portion of the
partnership
earnings.
Particular
characteristics
A private business is
the exclusive right
of each person. A
private enterprise's
legal representative
is the owner of the
business. In a
private firm, the
owner has complete
control over all of
the company's
commercial
operations. A
private business
owner may manage
and operate the
company
themselves or
employ someone
else to do so.
Individuals in a
partnership must
have professional
credentials, a
professional
reputation, and be
accountable for the
company's
responsibilities with
all of its assets.
From the time the
company
registration
certificate is issued,
the partnership has
legal standing.
Partnerships are not
permitted to issue
any securities.
The owner is a
person who is not
permitted to
withdraw capital
given to this kind of
organization
directly. If the
owner wishes to
withdraw money,
he or she must first
seek the permission
of the shareholders.
If the owner dies,
his wife and
children have the
right to acquire or
sell the property,
but if the other
family members
disagree, they must
be transferred to
someone they trust.
The company is
incorporated under
registration, has
limited liability to
investors, and has
the ability to
transfer shares. On
the other hand, the
established
company has
separate property
rights, can
continuously raise
capital
Table 2:Main different types of organization
Furthermore, there are two kinds of businesses in a registered company: public firms and private
companies.
Public Company Private Company
Publicly traded business is another term for a
corporation that is publicly traded.
A public corporation must have a minimum of
50,000 pounds in charted capital.
A public corporation must have a minimum of
50,000 pounds in charted capital.
Only shares owned by the business may be
transferred by a private company.
The "Plc" at the end of the name stands for
"public limited corporation."
The “Ltd” at the end of the name stands for
“Private Company.”
Public companies are often listed or not priced on
stock exchanges
Not allowed to trade on the stock market
Table 3: two kinds of businesses in a registered company

2. The benefits and drawbacks of two kinds
The Benefits of a Sole Proprietorship
 Sole proprietorships are simple to set up (wework, 2021)
 Ease of operation
 Flexibility in management
 Owner retains all earnings
 Owner has complete control
As an example, the owner has total authority over the business and its orbit. There is no requirement to
make a choice based on the shareholders' desires or the legal members' requests. A quick food delivery
restaurant, for example, began operations in Da Nang with a small-scale test market. This stage enables
the company's creator and owner to test the idea and develop the required technology before launching
a restaurant-only delivery service. With single ownership, this degree of scrutiny - at any location, with
every iteration of the product - is simpler than with alternative company structures that need official
registration with local authorities (wework, 2021).
The disadvantages of Sole Proprietorship
 Difficulty collecting funds
 Limited management skills
 Personal liability for litigation (wework, 2021).
 Tax increases
 The owner is taxed as a single person, and the business's existence is restricted
For instance, in terms of personal liability in litigation, sole owners are individually liable for all elements
of the company's financial condition. In the case that the business is in debt and unable to repay the loan,
who might be a bank, the borrower can sue the single owner. If these actions are settled in favor of the
lenders, the company owner will be personally liable for the debts (wework, 2021).
The Benefits of Partnership
 More partners, more money
 The company is simple to start and has minimal start-up expenses
 There is the possibility of income splitting, which is a significant benefit owing to the tax savings
 The company can borrow more money
 Ratio of expenses per dollar may be decreased
Example: When a firm has many partners, it has more money than just one owner, which is pooled to
spend in the business to help it expand. As a result, they are more likely to be able to borrow.
The disadvantages of Partnership
 The company has no autonomous legal standing
 The company is very unstable

 Distributed authority, which may lead to discord
 Each partner is equally and severally accountable for the partnership's obligations, which means
that each partner is responsible for their portion of the debts as well as the whole debt
 Profits must be distributed.
When a partnership is formed, all of the earnings from their individual company, as well as the profits of
the partnership, are shared among the partners.
3. In Vietnam, the most common form of company structure is Limited Liability Company
A limited liability corporation is, in my view, the most popular form of business entity in Vietnam right
now. Because of its small and straightforward organizational structure, it is ideal for an organization
wishing to establish a subsidiary or qualified individual financial power to set up their own company.
The advantages of a limited company include the following reasons:
 The risk to capital contributors and owners is minimal with a limited corporation. Members of a
limited liability company will only need to be responsible for the property obligations and debts of
the business for the amount of capital the member contributes to the company. The separation of
capital and assets helps businesses limit many risks.
 Easily manage and transfer contributed funds, rather than allowing strangers to participate in it
the company.
 The company's membership is tiny, making it simple to administer. A limited liability company
(LLC) is a kind of corporation that have 1 member or 2 members or more. Furthermore, the
maximum number of members that can own a
 The business has a total of 50 members. As a result, it is extremely simple to manage both
internal and external members activities of the company. Company activities are easy to control.
 The operation and operation of the limited company is very straightforward, and its company is
not susceptible to many legal issues. Because there aren't many company members, it is easier to
control all business activities.
 In addition, members and departments will be able to accomplish their job more efficiently. Not
through the opinions of too many people.
 The business lines of a limited liability corporation are unrestricted.
 Limited companies can freely choose the business lines that are appropriate for the company's
needs without being limited. For as long as the no industry that is banned or forbidden. As a
result, businesses may perform their operations. registration depending on the nature of the
industry or field of the company.
To prove what I said above, here is the Business registration situation in March 2020. Specifically, as
follows:
The situation of enterprises withdrawing from the market: The total number of enterprises withdrawing
from the market in March 2020 was 6,553 enterprises, an increase of 55.5% over the same period in
2019, including:

- 2,452 registered enterprises temporarily suspending business, up 78.6% over the same period in 2019.
- 2,785 enterprises waiting to complete dissolution procedures, up 48% over the same period in 2019.
- 1,375 enterprises completed procedures dissolved, an increase of 37.1% over the same period in 2019
According to the National General Information on Business Registration, the country has 18,000 there
were 2,100 formed businesses among the 2,100 company registration dossiers completed, up 46 percent
from the previous year. This is a 55 percent increase over the same time previous year. The start of the
implementation of the Enterprise Law 2015. However, in recent years, Vietnam's business The climate
has changed dramatically, providing favorable circumstances for small and medium-sized businesses
enterprises (SMEs) develop SMEs now account for 96.7 percent of all businesses in the country.
This staggering figure suggests that most of the organizations in Vietnam are small or medium,
alternatively, to put it another way, a limited business will be the greatest fit and best fit. Furthermore,
the creation of small and medium-sized enterprises has characteristics such as small-scale, easy to set up,
limited capital, Because of the restricted membership and poor managerial abilities, a Limited Liability
Company (LLC) is the best option most common type of company in Vietnam.
VI. Management Business Organization
1. Shareholders’ role in managing the company
A shareholder, sometimes known as a stockholder, is a person, business, or institution that owns at least
one share of a firm's stock, or equity. To put it another way, a shareholder is a company's owner; they are
the ones who reap the benefits and benefit from the company's success. Many profits or benefits are
reported as a rise in stock value or as a financial profit split as a dividend (Hayes, 2020).
The Shareholder's Role (Shareholder, 2021)
 Determining the powers they will confer to the company's directors, including appointing
and dismissing them from office
 Determining the directors' salaries
 Making judgments in circumstances when the director lacks authority, such as changing the
company's constitution.
 Examining and signing off on the company's financial statements.
 Furthermore, the shareholder is the one who gets the profit.
 Assume the position at the Annual Meeting of Shareholders.
Shareholders are divided into two categories: common shareholders and preferred shareholders.
Those who possess a company's common shares are known as common shareholders. They are the most
common kind of shareholders, and they have the ability to vote on corporate issues (Shareholder, 2021).
Preferred shareholders, on the other hand, are rarer. They possess a share of the business's preferred stock
but have no voting rights or voice in how the company is run, unlike ordinary shareholders. They are instead

entitled to a set yearly dividend, which they will get before the ordinary shareholders are given their
portion (Shareholder, 2021).
2. CEO/ Director’s duties in managing the company
A chief executive officer (CEO) is the company's highest-ranking executive, with primary responsibilities
including making major corporate decisions, managing the company's overall operations and resources,
acting as the company's main point of communication between the board of directors (the board) and
corporate operations, and serving as the company's public face (HAYES, 2021).
A director is an elected official who, with the help of other directors, is in charge of a company's
corporate policies. The board of directors is made up of directors (Director, 2021).
CEO responsibilities (corporatefinanceinstitute, 2021).
 Obligation to enhance the company's success
 Interacting with shareholders, government agencies, and the general public on behalf of the
business
 Evaluating the company's risks and ensuring that they are managed and reduced
 Developing and carrying out the company's or organization's vision and purpose
 Evaluating the work of the company's other senior executives, such as directors, vice presidents,
and presidents
1. The duty to act within power
Directors use their power to promote the success of the company and exercise authority without
overstepping the scope of power.
2. Mission to promote the success of the company
a. Workers' rights
Directors use workers' rights to take actions within their authority to motivate employees to work in
order to promote the success of the company
b. Consequences of long-term plans/actions
The director makes long-term plans and actions for the company. Provide solutions, solutions, how to do
when the project has problems, etc.
c. Business activities of the company
The director gives opinions and proposes ideas related to business activities in the company in order to
promote the success of the company
d. Environment and social responsibility

Environmental issues and social responsibilities are important issues for the company. Therefore, in the
process of making projects and actions, environmental issues and social responsibility must be taken into
account.
e. Reputation
A company's reputation is a powerful marketing vehicle for a company. Therefore, in the process of
launching projects and activities, the director must pay special attention to the issue of the company's
reputation
f. Equity among employees
A company's most powerful resource is its human resources. Must use human resources rationally and
especially of human resource management is to keep fairness among employees in the company. This
helps employees feel their own importance and will work better to help the company's success.
3. Duty to exercise reasonable care, skill, and diligence
The first is training employees. Human resources is an extremely important department for the company.
It is the key ingredient to helping employees succeed. Employee training helps employees become
better, which increases work efficiency and helps the company become better. Then the CEO must
always be self-developed. Not only CEO or director but everyone always has to develop themselves.
Through self-study, the CEO will increasingly develop his own skills, better manage himself, and thereby
manage his work in the best way. Finally, inspect the professional reasonable care check and evaluate
the employee department in the company. It to help the director better understand his employees in
order to make a reasonable strategy and policy to target those employees
4. Exercise an independent judgment
The director of a company must have his own opinion. Make a plan accurately and stick to the project
until the end.
5. Obligation to avoid conflicts of interest
Directors must work fairly and strictly. Avoid conflicts between the interests of the Director (or his
relatives) and the interests of the Company. In addition, the director must evaluate things based on a
broader vision. Avoid other conflicts with the interests of the company. Ultimately, the director must
exploit any asset, information or opportunity to the best interests of the company.
6. Obligation not to receive benefits from third parties (bribery)

Directors including directors, retired directors or equivalent original directors may not receive benefits
from third parties such as interviewers, employees or other corporations. Those interests are against the
interests of the company. However, there are some exceptions that must be clearly stated and
acknowledged by the Shareholders'
7. Duty to declare interest in proposed transaction or arrangement
Directors must declare interest in transactions such as company assets, service contracts and terms,
loans or losses. This is to avoid conflicts of interest because the matter is not transparent
8. Claim an interest in an existing transaction or arrangement
In proposed transactions, there must be provisions that declare an interest in an existing transaction or
arrangement. If you do not know, the director must do this task. If you do not meet the standards, you
can be fined or worse, imprisoned
3. Secretary with respect to the role, duties, and qualification
Role: Much depends on the size and kind of business the firm is in, but it must guarantee that it complies
with the Companies Act (Net Law Man, 2020)
Responsibilities (Lawman, 2020):
 Property ownership and usage of the business seal
 Minutes keeping (or arranging for minutes to be kept)
 Managing the registered office, including recruiting employees and purchasing equipment, as well
as managing a pension plan.
 Assisting in the execution of contracts as a side effect of their duties; additional duties outlined in
the Articles
Qualification: (Lawman, 2020)
 At least three of the five years' worth of experience
 Be a member of an organization such as the ICA, ACCA, ISCA, ICMA, or CIPFA.
 Seems to the directors to be competent of performing the duties of secretary of the company by
virtue of holding or having held any other post or being a member of any other body.
4. In terms of functions and power/rights, the auditor
An auditor's responsibilities include the following (PCAOB, 2021):
 Conduct an audit to gain reasonable confidence that the financial statements are free of
significant misrepresentation, whether due to error or fraud.
 Access to all books, records and possible interrogation of company officials.
 Double-check company finances before issuing shareholder statements.

 Is a person who monitors the company's stock in transactions
The auditor is obliged to check the company's accounts authentically, issue a report on the account to
the shareholders, examine the company's shares in the trade; Money handling procedures, and
advice for business management companies. In addition, the auditor has the right to access all books
and records that may be questioned by the company for the purpose of obtaining information
necessary to perform their functions.
5. The way the company raises capital with Share Capital
The business may issue four different kinds of shares: ordinary shares, preference shares, redeemable
shares, and Treasury shares.
Currently, in certain commercial operations, the demand for money to grow the market is one of the most
pressing needs to improve the company's integration and competitiveness. There are many different ways
and techniques to raise money, depending on the kind of organization and the particular business features
of each type of company. The issue of shares, in which the buyer becomes a stakeholder of the business,
may be used to raise capital.
Purchasing shares from the business and becoming a new shareholder: At least three founding
shareholders are required at the time of the company's formation. A founding shareholder is a shareholder
who contributed money to the start-up of a business and whose name is listed in the shareholder book
and the company's charter. The number of shareholders in the business may vary throughout the operation
owing to share transfers or new capital contributions. Ordinary shareholders of a joint stock company are
those who contribute money or receive a transfer after the business is formed and are not mentioned in
the charter, thus they are governed by laws governing mutual rights and duties. difference. When a
business initially issues a stock, an interested party (either a person or a company) may register to acquire
a certain number of shares. This is an offer that the business may accept or reject by letter. Furthermore,
a prospectus is a document that outlines a joint venture that may be published by businesses planning to
offer stock. The share purchase and selling contract was born at this time. Shareholders cannot become
members of the firm unless their names are included in the business's shareholder register. The business
must provide a registration certificate, which serves as evidence of the stockholders' ownership rights. The
business must transmit certificates indicating the amount of shares issued within two months after
distributing its shares, according to Section 769 of the Companies Act 2006.
6. How the business uses Loan Money to obtain capital
A firm borrowing money to keep investing in its business must follow the procedures specified in the
company's report, showing that its assets may be utilized as money security. How much money do you
borrow? When a loan is taken out in this manner, the business establishes a mortgage on its assets. This is
referred to as issuing a debit note.
There are 3 basic types of liabilities as outlined below:
The single debenture is a loan from a person or organization that intends to provide money to the business;
often, the bank will be the lender.

The Series debenture: This is a borrowing from the company's members. The ability of each creditor to
repay is immediate and is safeguarded by a trust.
Debenture stock is a kind of debt that is issued by a trust. With ownership over corporate assets and the
ability to select beneficiaries, the firm builds trust. The trustee is the company's creditor, and he or she has
a legal duty to act on behalf of the creditors in order to manage the company's assets.
When the business does not have the money or the ability to repay the debt holders (the debtor), the
chargeable assets of the corporation backing the loan must be used to balance the debt. Fixed Charges and
Floating Charges are the two types of payables. Fixed Charges, in particular, are a kind of asset connected
with a loan of value, or, to put it another way, an asset that decides whether or not to pay for a certain
debt. Floating charges may also refer to any of the company's variable assets that are always changing.
This is a fee for the use of all defined assets to repay a loan.
7. What are the types of Company in Vietnam which the owners have limited liability?
Types of businesses where the owner is only liable for the company's debts, which are:
- Owner of 1-member limited Liability Company
- Capital-contributing member of 2-member limited liability company or more
- Capital-contributing members of partnerships
- Shareholders of joint-stock companies

Conclusion
Through this report, it clearly and in detail the potential impact of contract law, labor law as well as
corporate law on enterprises and proposed appropriate solutions to resolve disputes. accept that. Point
out the differences and advantages of four different kinds of businesses: sole proprietorship, partnership,
limited liability company, and registered company. Examine the legality, the seal, and the company's
representative to see whether they are all reasonable. Finally, a description of the many kinds of business
organizations and management business organizations, as well as the roles and responsibilities of
secretaries, directors, CEOs, and auditors. Not only that, but the study also stated that it might be used in
Vietnam. Furthermore, one of the most essential aspects of a company is money; how to obtain cash via
equity or loan is also covered in the article.

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