ASSIGNMENT FINAL REPORT

Qualification Pearson BTEC Level 5 Higher National Diploma in Business

Unit number and title Unit 7: Business Law

Submission date Date Received 1st Submission

Re-submission Date Date Received 2nd Submission

Student Name Nguyen Van Tuan Student ID BH01902

Class MA07202 Assessor name Nguyen Thu Hien

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 ASSIGNMENT FINAL REPORT

Qualification Pearson BTEC Level 5 Higher National Diploma in Business

Unit number and

Unit 7: Business Law
title

Submission date 9/4/2025 Date Received 1st submission

Date Received 2nd

Re-submission Date
submission

Student names & codes Final scores Signatures

Nguyen Van Tuan BH01902 Tuan

Do Nhu Quynh BH02046 Quynh

Group number:
Nguyen Thi Khanh Ly BH01444 Ly

Pham Khanh Van BH02111 Van

Vu Thi Viet Trinh BH02019 Trinh

Class Assessor name Nguyen Thu Hien

Plagiarism

Plagiarism is a particular form of cheating. Plagiarism must be avoided at all costs and students who break the rules, however innocently, may be penalised.
It is your responsibility to ensure that you understand correct referencing practices. As a university level student, you are expected to use appropriate
references throughout and keep carefully detailed notes of all your sources of materials for material you have used in your work, including any material
downloaded from the Internet. Please consult the relevant unit lecturer or your course tutor if you need any further advice.

Student Declaration

I certify that the assignment submission is entirely my own work and I fully understand the consequences of plagiarism. I declare that the work submitted
for assessment has been carried out without assistance other than that which is acceptable according to the rules of the specification. I certify I have clearly
referenced any sources and any artificial intelligence (AI) tools used in the work. I understand that making a false declaration is a form of malpractice.

Student’s signature Tuan

Grading grid

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Table of Contents
Introduction............................................................................................................................................... 8
Part B ........................................................................................................................................................ 8
I. Lawsuits involving contract law...................................................................................................... 8
 1.1 Facts ............................................................................................................................................ 8
1.2 Legal isuses ................................................................................................................................. 9
1.3 Decisions ..................................................................................................................................... 9
2. Labor Law Litigation ....................................................................................................................... 10
2.1 Facts .......................................................................................................................................... 10
2.2 Legal Issues ............................................................................................................................... 10
2.3 Decisions (Court's Decision) ...................................................................................................... 10
3. Corporate Law Litigation ................................................................................................................. 11
3.1 Facts .......................................................................................................................................... 11
3.2 Legal isuses ............................................................................................................................... 12
3.3 Decisions ................................................................................................................................... 12
II. Analyze and propose dispute resolution options .............................................................................. 13
1. Personal views on the verdict of the case ..................................................................................... 13
2. Proposing alternative dispute resolution (ADR) options ............................................................... 14
3. Optimal solution .......................................................................................................................... 16
III. Distinguish and analyze the legal compliance of the enterprise charter ........................................... 16
3.1 Distinguish between Charter, Norms and Standards ................................................................... 16
3.2 Analyze a company's charter and regulations and demonstrate compliance with Vietnamese law 20
IV. Legal structure of business types ................................................................................................... 22
4.1 Business establishment process .................................................................................................. 22
4.2 Characteristics of business types ................................................................................................ 25
V. How businesses raise capital and manage it .................................................................................... 31
5.1 Create capital ............................................................................................................................. 31
a. Share............................................................................................................................................ 31
b. Bonds .......................................................................................................................................... 32
5.2 Manage ...................................................................................................................................... 33
VI. Compare alternative dispute resolution options .............................................................................. 39
6.1. Negotiation Alternatives ........................................................................................................... 39
6.2. Mediation ................................................................................................................................. 39
6.3. Conciliation .............................................................................................................................. 42
6.4 Arbitration ................................................................................................................................. 44
6.5 Tribuna ...................................................................................................................................... 45
6.6 Ombudsman............................................................................................................................... 46
 6.7 League ....................................................................................................................................... 46
6.8. Citizen Advice .......................................................................................................................... 47
Conclusion .............................................................................................................................................. 47
References............................................................................................................................................... 48

Introduction
I would like to present my report, which aims to identify and analyze the outstanding solutions affecting
business operations, with a focus on three main areas: contracts, labor and corporate law. Through a survey
of different sources of law, the report clarifies the distinction between the legal bases promulgated and the
law developed from judicial practice, and assesses the effectiveness and appropriateness of the current legal
system in Vietnam.

In addition to theoretical analysis, the report also delves into common practical problems such as contract
disputes, labor conflicts and solution issues in the process of business operations. On that basis, the report
proposes feasible solutions to support businesses in effectively applying risk solutions. Finally, the report
will assess the impact of recent regulations and legislation on the business environment, providing guidance
for building a more stable and business-friendly legal framework.

Part B

I. Lawsuits involving contract law

1.1 Facts
On April 24, 2024, at the headquarters of the High People's Court in Da Nang, the appeal trial of the
commercial business case No. 20/2023/TLPT-KDTM dated December 27, 2023 regarding a dispute over a
contract for the sale of goods was held publicly. Because the Commercial Business First Instance Judgment
No. 11/2023/KDTM-ST dated September 21, 2023 of the People's Court of D province was appealed and
protested. According to the Decision to bring the case to trial No. 528/2024/QD-PT dated March 27, 2024,
between the parties:

 Plaintiff: B Company Limited (now B Company Limited according to the 7th amended Business
Registration Certificate dated December 21, 2021). Head office address: Lot L - LD6, Road No. G,
Industrial Park X, Commune M, District D, Long An Province. Legal representative: Mr. Do Trung
N - Position: General Director. Authorized representative of the plaintiff: Ms. Nguyen Thi Le N1;
residing at: No. F, N Street, Q City, D Province (authorization document dated March 17, 2021).
Absent. Person protecting the legal rights and interests of the plaintiff: Mr. Bui Van P - Lawyer of
 Company L, belonging to the Bar Association of B Province. Contact address: No. F, N Street, Q
City, D Province. Absent and has a request to postpone the trial.
 Defendant: D+ Joint Stock Company Address: No. A, H Street, G Ward, Q City, D Province. Legal
representative: Ms. Tran Lan P1 - Position: Director. Authorized representative of the defendant: Mr.
Nguyen Xuan H; residing at: P, N Building, No. C, T Street, H Ward, P District, Ho Chi Minh City
(authorization document dated August 3, 2023). Present.
 Person with related rights and obligations: S1 LLC. Address: Ban N, District N, Savanakhet
Province, Lao People's Democratic Republic. Absent.
 Appellant: Defendant D+ Joint Stock Company (Judgment library, 2024).

1.2 Legal isuses

This case revolves around a dispute over debt payment between Company B Limited and Company
D+ Joint Stock Company related to a goods sale contract. Company B requested Company D+ to pay the
remaining amount of VND 2,884,015,300, along with late interest and a penalty for breach of contract due
to late payment. However, Company D+ disagreed with this request, claiming that they had no payment
obligation under the goods sale contract No. 01/2018/HDMB/SHH-VT between Company B and Company
S2. They argued that only Company S2 had the payment obligation and that it was impossible to determine
the representative status of the individuals signing the relevant documents. In addition, they also objected to
the validity of the debt reconciliation table, the seal on this table and related evidence. The court of first
instance accepted Company B's request, but at the appeal hearing, the Trial Panel held that the evidence was
insufficient and the verification of the information was lacking, so it annulled the first instance judgment to
re-examine the case according to the first instance procedure (Judgment library, 2024).

1.3 Decisions
Pursuant to Clause 3, Article 308, Article 310 of the Civil Procedure Code, the first instance
commercial judgment No. 11/2023/KDTM-ST dated September 21, 2023 of the People's Court of D
province is annulled. The case file is transferred to the People's Court of D province to re-examine the case
according to the first instance procedure. Appeal court fees: Joint Stock Company D and financial consultant
D+ are not required to pay the commercial appeal court fees. Refund to D Joint Stock Company and Asean+
Financial Consultant the advance payment of appeal fees, totaling VND 2,000,000 (two million VND)
according to the Receipts of advance payment of court fees and charges No. 0000398 dated October 17,
2023 (VND 300,000) and No. 0001873 dated December 14, 2023 (VND 1,700,000) of the Department of
Civil Judgment Enforcement of D province. The appeal judgment takes legal effect from the date of
judgment (Toa an nhan dan toi cao , n.d.).
 => After the lawsuit between Company B and Joint Stock Company D+, both parties had a big
impact. Financially, Company B faced a delay in debt collection, while Company D+ had to bear legal costs
and could be required to pay a large sum of money. The long time to resolve the case would affect the work
progress of both companies. In terms of reputation, both companies could be negatively affected if the
lawsuit was prolonged, reducing their credibility in the eyes of partners and customers. In addition, the
disclosure of information during the trial could also threaten the confidentiality of the parties.

2. Labor Law Litigation

2.1 Facts
Mr. Lee Jong M is a Korean citizen who has worked for W Co., Ltd. (formerly Dae K Co., Ltd.)
since 2013. On July 1, 2017, he signed a labor contract with the company, assuming the position of manager
with a monthly salary of 30 million VND. However, since February 2019, he has not received his salary on
time, nor has the company paid health insurance and social insurance for him, nor guaranteed him a job as
committed in the contract. After repeatedly requesting the company to resolve this issue without results, he
filed a request to the Department of Labor, War Invalids and Social Affairs of H district to mediate the
dispute over salary, but was unsuccessful. On February 1, 2019, W Co., Ltd. announced its decision to
dismiss Mr. Lee Jong M because he left the job without prior notice. Disagreeing with the dismissal decision,
he sued the company to pay the unpaid wages, severance pay, compensation for the company's illegal
unilateral termination of the labor contract, and requested a declaration that the company's dismissal decision
was illegal.

2.2 Legal Issues

The company argued that Mr. Lee Jong M had left the job without prior notice as stipulated in the labor
contract, so the dismissal decision was reasonable and legal. However, Mr. Lee Jong M argued that the
company's dismissal decision was illegal because the company unilaterally terminated the labor contract
without a valid reason, and violated the provisions on dismissal procedures in the Labor Code. Mr. Lee Jong
M also argued that the company did not pay him his full wages during his employment, and did not pay
social insurance and health insurance as committed in the labor contract. At the same time, the company is
obliged to compensate Mr. Lee Jong M for the illegal termination of the labor contract, including unpaid
wages, severance pay, social insurance and health insurance. In addition, the court also needs to clarify the
company's responsibility in ensuring the rights of employees according to the provisions of the law.

2.3 Decisions (Court's Decision)

At the first instance trial, the Court determined that W Company Limited's decision to dismiss Mr.
Lee Jong M was illegal. The reason was that the company could not prove Mr. Lee Jong M's fault and did
not comply with the labor discipline process as prescribed by the Labor Code. Specifically, the company
could not provide evidence to prove that Mr. Lee Jong M voluntarily quit his job without notice, and did not
take labor discipline steps according to the correct procedures such as warning or reprimand before making
the decision to dismiss. The Court of First Instance also determined that Mr. Lee Jong M was not at fault for
his dismissal, so the company's decision to dismiss him was illegal and violated the employee's rights.

For the above reasons, the Court of First Instance ordered W Company Limited to pay Mr. Lee Jong
M a total of VND 270 million. This amount includes unpaid wages from February 2019 until the effective
date of the dismissal decision, severance pay, and compensation for the company's illegal unilateral
termination of the labor contract. In addition, the company must also pay social insurance and health
insurance that the company had not paid for him during his employment with the company. W Company
Limited appealed to overturn the judgment of the Court of First Instance, but the Court of Appeal dismissed
the company's appeal and upheld the decision of the Court of First Instance. The Court of Appeal held that
the company's decision to dismiss the employee was illegal and violated the employee's rights, so it required
the company to fulfill its obligation to compensate and fully pay benefits to Mr. Lee Jong M according to
the law (Thuvienphapluat, 2021).

The lawsuit between Mr. Lee Jong M and W Co., Ltd. caused certain losses to both parties. Mr. Lee
Jong M won the case to request the company to compensate for wages, severance pay and unpaid insurance,
helping to protect his labor rights. Meanwhile, W Co., Ltd. faced large compensation costs and reputational
damage due to violations of labor regulations. The lengthy litigation process not only affected the time and
operations of both parties, but also revealed a lot of internal information, affecting confidentiality.

3. Corporate Law Litigation

3.1 Facts
On March 9, 2020, at the headquarters of the People's Court of Ho Chi Minh City, the public appeal
hearing of the civil case No. 21/DSPT dated January 6, 2020, regarding "Dispute over the contract for the
sale of aquatic feed". Due to the first instance civil judgment No. 646/2019/DS-ST dated November 7, 2019
of the People's Court of District Q, Ho Chi Minh City was appealed;

- Plaintiff: Ms. Lai Bach H, born in 1961 Address: 64/5 Hamlet E, Commune R, District Y, Vinh Long
Province.

- Defendant: Mr. Dang Quoc T, born in 1974 Address: 532/28/5/9 Khu U, Ward I, District Q, Ho Chi Minh
City.
 - Person with related rights and obligations: Ms. Tran Thi T, born in 1977. Address: 146 Street O,
Ward P, District A, Ho Chi Minh City. (The plaintiff is present, the defendant and the person with related
rights and obligations are absent without reason) (Thuvienphapluat , 2020)

3.2 Legal isuses

Ms. Lai Bach H signed a contract to sell aquatic feed to Mr. Dang Quoc T and Ms. Tran Thi T with
an agreement to pay within 30 days, overdue interest rate of 2%/month. To secure the debt, Ms. T mortgaged
the Land Use Rights Certificate (LURC) to Ms. H. On August 31, 2013, the two parties confirmed the debt
of VND 1,763,917,000, but Mr. T and Ms. T did not pay on time and also reported the loss of the LURC to
request a reissue. Ms. H filed a lawsuit, requesting payment of the above amount plus interest rate of
20%/year from the date of debt confirmation. The court of first instance ordered Mr. T and his wife to pay
VND 2,010,424,400 (including interest) but only calculated interest from April 18, 2018, not accepting the
request to calculate interest from August 31, 2013. Disagreeing, Ms. H appealed to recalculate the interest
and waive the court fees. At the appeal hearing, the Court partially accepted Ms. H's appeal, forcing Mr. T
and Ms. T to pay interest from August 31, 2013 instead of April 18, 2018 as in the first instance judgment,
and at the same time adjusted the court fees in favor of Ms. H (Thuvienphapluat , 2020).

3.3 Decisions

Pursuant to Clause 1, Article 308 of the 2015 Civil Procedure Code; Articles 428, 438, Clause 2,
Article 305 of the 2005 Civil Code; Articles 357 and 468 of the 2015 Civil Code; Clause 1, Article 29 of
Resolution 326/2016/UBTVQH14 dated December 30, 2016 of the Standing Committee of the National
Assembly regulating the collection, exemption, reduction, collection, payment, management and use of court
fees and charges; Law on Civil Judgment Enforcement. The Court of Appeal decided not to accept Ms. Lai
Bach H's appeal and upheld the first instance judgment. Accordingly, Mr. Dang Quoc T and Ms. Tran Thi
T must pay Ms. H the amount of VND 2,010,424,400, including VND 1,763,917,000 in principal and VND
246,507,400 in interest. After completing the debt repayment obligation, Ms. H must return the Land Use
Rights Certificate to Mr. T and his wife. The Court does not accept the request to calculate interest from
August 31, 2013 to April 18, 2018, and only applies the interest rate according to the Civil Code if the
payment continues to be late. Mr. T and Ms. T pay the first-instance court fee of VND 72,208,488, Ms. H
pays VND 33,422,136, of which VND 26,521,000 has been advanced and an additional VND 6,901,136
must be paid. In addition, Ms. H must pay the appeal court fee of VND 300,000, which has been paid in full.
The decision to execute the judgment will be implemented according to the Law on Civil Judgment
Enforcement (Thuvienphapluat , 2020).
=> Impact

- Financial impact: Ms. Lai Bach H: She will receive back the debt of VND 2,010,424,400 (including
principal and interest). However, she will also have to pay a portion of the civil court fees at first instance
and appellate, although the appellate court fees have been deducted from the advance payment. Continuing
to request interest payments may help her increase the amount of money she can collect from the lawsuit.
Mr. Dang Quoc T and Ms. Tran Thi T: This couple has to pay a large debt with interest, totaling VND
2,010,424,400. In addition, they also have to pay the court fees at first instance, while failure to pay on time
and reporting the loss of the Land Use Rights Certificate has caused them great financial losses.

- Time impact: Ms. Lai Bach H: She had to wait a long time to receive the money back from Mr. T and Ms.
T, and also had to go through administrative procedures when returning the Land Use Rights Certificate
after the debt was paid. The lawsuit processing time was also prolonged, affecting her financial plan. Mr.
Dang Quoc T and Ms. Tran Thi T: The extension of the case processing time and failure to repay the debt
on time could affect their financial plan, and they would also have to spend more time to fulfill their debt
repayment obligations and related legal procedures.

- Reputation impact: Ms. Lai Bach H: Although she won the lawsuit and received the money back, the
lawsuit could reduce her reputation in commercial transactions, especially in handling credit contracts or
large sales contracts in the future. Mr. Dang Quoc T and Ms. Tran Thi T: Failure to make timely payments
and being involved in litigation may damage their reputation in the community and in future financial
transactions. This may affect their business relationships and ability to borrow in the future. - Confidentiality
impact: This lawsuit may involve the parties' financial information, especially when there is a report of loss
of the Land Use Rights Certificate. This may affect the confidentiality of documents and personal
information of the parties in the lawsuit, especially when their financial information has been made public
during the trial.

II. Analyze and propose dispute resolution options

1. Personal views on the verdict of the case
The case between Company B Ltd. and Company D+ reflects a dispute over a contract for the sale
of goods and the payment of debts. This is a typical case involving commercial issues, especially when the
parties cannot agree on payment responsibilities and related evidence. After analyzing the case, I have some
personal opinions on the judgment and fairness in applying the penalty: In this case, the Court has annulled
the judgment at first instance and requested a retrial under the first instance procedure. Annulling the
judgment may be a reasonable decision, especially when there are shortcomings in verifying information,
evidence is insufficient, and related documents have not been clarified. Such a decision shows that the court
has prioritized fairness, ensuring that the case will be resolved according to the correct procedure and has a
sufficient legal basis. However, annulling the judgment and transferring the case to the first instance court
may prolong the dispute resolution process, affecting both parties. This can cause significant financial and
reputational damage to companies, especially in today’s business environment where delays in debt
collection or dispute resolution can affect relationships with customers and partners.

In my opinion, this case should be resolved fairly and transparently, but there should also be
flexibility in the application of penalties. If Company D+ has a reasonable reason to object, the court should
allow the two parties to negotiate one more time before making a final decision, to find a reasonable solution
for both. As for the penalty, if Company D+ cannot prove a reasonable objection and has sufficient evidence,
it is necessary to request payment of debt and penalties. However, the application of a penalty for breach of
contract and late payment interest must be appropriate to the actual damage that Company B has suffered,
avoiding creating an excessive penalty.

2. Proposing alternative dispute resolution (ADR) options

Company B and Company D+ are having a dispute over a contract for the sale of goods and the payment of
debt. Company B requests Company D+ to pay the debt due to breach of contract and requests the application
of the penalty as agreed in the contract. However, Company D+ does not agree with the payment terms,
claiming that some evidence related to the responsibility for debt payment is incomplete and inaccurate.
Applying the method of alternative dispute resolution (ADR) can help the parties reach a fair and reasonable
solution, while avoiding the lengthy and costly court proceedings. Instead of continuing to pursue the
litigation process in court, the two parties can try to apply alternative dispute resolution methods such as
direct negotiation or mediation. Direct negotiation is a method in which the two parties themselves agree
and resolve the dispute without the intervention of a third party (Thanh Truc, 2020). In this case, direct
negotiation between Company B and Joint Stock Company D+ is a reasonable way to resolve the dispute.
The reason is that both parties are having conflicts over payment responsibilities and related evidence, but
if they still want to maintain a long-term cooperative relationship, direct negotiation will be an effective
solution. The parties can discuss the debt payment time or adjust the terms of the contract without having to
go through complicated court procedures. During the negotiation process, if Company D+ cannot prove a
reasonable reason for the delay in payment, Company B can propose solutions such as extending the
payment time or requesting a reasonable debt amount along with a penalty for breach of contract. At the
same time, the two parties can also agree to amend the contract, reducing the penalty if there is consensus
on debt payment according to a specific schedule. The advantage of this option is that the dispute resolution
will be quick, cost-effective, and at the same time help maintain the cooperative relationship between the
parties without damaging each other's reputation. Moreover, direct negotiation allows the parties to be
flexible in agreeing on the terms of the contract, creating a reasonable and mutually beneficial solution.
However, the disadvantage of this option is that it does not guarantee a certain result, because if one party
does not cooperate or lacks goodwill in the negotiation, the dispute resolution may not be successful and
will have to return to court proceedings. In addition, the agreement reached through negotiation lacks strong
legal binding, if one party does not comply with the agreement, there is no strong enough legal mechanism
to enforce it.

Mediation is one of the popular methods to resolve labor disputes. During the conciliation process, an
intermediary, usually a conciliator from the Department of Labor, War Invalids and Social Affairs, will help
the two disputing parties discuss, find out the causes and together come up with reasonable solutions (Y,
2019). This option is very suitable in the case of disputes over contracts for the sale of goods and debt
settlement. Having a neutral third party will help reduce tension and provide a reasonable solution for both
parties. The mediator can also help clarify the evidence and responsibilities of each party in the case,
avoiding the lengthy and costly process of bringing the case to court. Company B and Joint Stock Company
D+ can choose a commercial mediation center to mediate this dispute. The center will send an independent
mediator, experienced in commercial matters, to support the parties in the discussion. The parties will present
arguments on the debt settlement issue and related evidence, and the mediator will help analyze the
documents, clarify the disagreements and propose solutions such as extending the payment period, reducing
the penalty or adjusting the contract. If the parties agree to the mediation solutions, a legally valid agreement
will be signed. The advantages of this option are confidentiality and privacy, as the mediation process helps
protect the parties' information, maintain their reputation and avoid the disclosure of business information.
The mediator, with experience in the commercial field, will help the parties resolve disputes quickly and
fairly, and at the same time provide reasonable solutions. Another advantage is the ability to enforce, when
the parties sign a mediation record that has the legal value equivalent to a contract, and if there is a violation,
the parties can request enforcement in court. The disadvantage of this option is the cost of mediation,
although lower than litigation in court, there are still costs for the mediator and mediation procedures.
Moreover, the mediation result is not compulsory, if one party does not comply with the agreement, the
parties may have to return to court to request enforcement of the decision. In the case of a dispute between
Company B and Joint Stock Company D+, the application of alternative dispute resolution (ADR) methods
such as direct negotiation or mediation brings clear benefits. Both options help the parties save time and
costs compared to litigation in court, while creating opportunities to maintain long-term cooperative
relationships. Both options are feasible and can bring about a harmonious solution if the parties cooperate
and have goodwill in resolving the dispute. Therefore, the choice of dispute resolution method depends on
the specific circumstances of the case and the level of cooperation of the parties.

The choice of direct negotiation and mediation as a method of dispute resolution between Company B and
Joint Stock Company D+ is reasonable because both options help save time and costs compared to litigation
in court, while maintaining a long-term cooperative relationship. Direct negotiation is flexible, fast and cost-
effective, but lacks strong legal binding. Meanwhile, mediation involves a neutral party, helps resolve
disputes fairly and can be enforced in court, but still involves mediation costs and procedures. Both options
are feasible and effective if the parties cooperate and are willing.

3. Optimal solution
Among the dispute resolution methods between Company TNHH B and Joint Stock Company Đ+,
the mediation approach is considered the most optimal, offering numerous advantages for both parties in the
case. Although direct negotiation has its own benefits, such as flexibility and cost-saving, it lacks strong
legal binding and its success is uncertain if one party lacks good faith. On the other hand, mediation with
the involvement of a neutral party (the mediator) helps reduce tension and ensures that both parties can
discuss and find a fair and reasonable solution.

Mediation not only ensures fairness but also protects confidentiality, allowing both parties to
maintain their reputation and avoid disclosing sensitive information, which is crucial in commercial disputes.
The mediator can help clarify evidence and responsibilities of each party and propose reasonable solutions,
such as extending the payment deadline, reducing penalties, or amending the contract, enabling the parties
to reach an agreement without the need for prolonged court proceedings.

A major advantage of mediation is that the mediation agreement has the same legal value as a
contract, so if one party fails to comply with the agreement, the other party can request enforcement in court,
ensuring the implementation of commitments. Although there are mediation costs, they are much lower
compared to litigation costs, and the mediation process is significantly faster.

III. Distinguish and analyze the legal compliance of the enterprise charter
3.1 Distinguish between Charter, Norms and Standards
Content Charter Norms Standard
Principles Charters are documents Technical regulations Standards are applied
apply established by the State are mandatory in on a voluntary basis.
or organizations to production, business All or part of a
regulate issues related to and other socio- specific standard
the activities of economic becomes mandatory
organizations, agencies, activities.Technical when cited in legal
and enterprises, relations regulations are used as documents or
with other organizations, the basis for conformity technical regulations.
agencies, and citizens, or assessment activities Basic standards are
to regulate the activities (Dung, 2022). applied within the
of different scope of management
organizations and of the organization
citizens, rights and that publishes the
obligations in the field of standard (Dung,
state management or 2022).
specific economic
activities. General
charters are usually
issued or approved by
the highest state power
and executive agencies.
Charters of specific
agencies and
organizations under
ministries and branches
are usually issued by the
corresponding ministries
and branches. Charters
of specific agencies and
organizations under
local governments are
usually approved by the
corresponding People's
Committees. Charters of
social organizations are
approved by the
congresses of those
 organizations. Charters
of legal entities
conducting business
activities are drafted and
approved in accordance
with the order of state
registration at competent
agencies (Truong,
2024).
Classify -General technical Basic standards
regulations include specify characteristics
technical and and requirements
management applicable to a wide
regulations applicable range or contain
to a management field general regulations for
or a group of products, a specific field.
goods, services, and -Technical
processes. requirement standards
-Safety technical specify levels, criteria,
regulations; and requirements for
-Environmental the objects of
technical regulations activities in the field
stipulate levels, criteria, of standards.
and requirements for -Terminology
the quality of the standards specify
surrounding names and definitions
environment and waste; for the objects of
-Process technical activities in the field
regulations stipulate of standards.
requirements for -Testing method
hygiene and safety in standards specify
the production, sampling methods,
exploitation, measurement
 processing, methods,
preservation, operation, determination
transportation, use, and methods, analysis
maintenance of methods, inspection
products and goods. methods, testing
-Service technical methods, and
regulations stipulate appraisal methods of
requirements for safety levels, criteria, and
and hygiene in business, requirements for the
trade, postal, objects of activities in
telecommunications, the field of standards.
construction, education, -Labeling, packaging,
finance, science and transportation, and
technology, health care, preservation standards
travel, entertainment, specify requirements
culture, sports, for labeling,
transportation, and packaging,
environmental services transportation, and
(Dung, 2022).. preservation of
products and goods.
Construction . - National standards; -International
base -International standards, regional
standards, regional standards, foreign
standards, water standards;
standards; - Results of scientific
-Results of scientific and technological
and technological research, technical
research, technical progress;
progress; - Practical experience;
-Results of assessment, -Results of
testing, assessment, testing,
experimentation, experimentation,
inspection, and
 inspection, and appraisal (Dung,
appraisal (Dung, 2022). 2022).
The -State agency (Dung, -State agencies;
implementing 2022). -Public service units;
agency -Socio-professional
announced organizations;
- Economic
organizations (Dung,
2022).
In commerce Products that do not Products that do not
meet the requirements meet standards are
of the relevant still allowed to be
Technical Regulations traded normally
will not be eligible for (Dung, 2022).
trading (Dung, 2022).
3.2 Analyze a company's charter and regulations and demonstrate compliance with Vietnamese law
Binh Minh Plastic Joint Stock Company, established in 1977 and officially operating as a joint stock
company since February 1, 2004, is one of the leading enterprises in the Vietnamese plastic industry. BMP's
adjustment is based on the provisions of the Enterprise Law 2020 (No. 59/2020/QH14) and related legal
documents.

3.2.1 Charter capital

Content in the charter: The adjustment of BMP's regulations on the company's capital conditions, as of 2024,
is VND 818.6 billion (according to updates from financial reports and listing information on HOSE). The
adjustment also clearly states that the conditions for increasing or decreasing capital must be approved by
the General Meeting of Shareholders and comply with the regulations on reporting to competent authorities
for appraisal.

=> This provision is consistent with Article 111 of the Enterprise Law 2020, which requires changes in the
capital regulations of joint stock companies to be decided by the General Meeting of Shareholders. In
addition, BMP is a listed company on the Ho Chi Minh City Stock Exchange (HOSE), so the disclosure and
adjustment of charter capital also complies with Articles 9 and 15 of the Law on Evidence 2019 (No.
54/2019/QH14), requiring transparency of financial information for public companies.
3.2.2 Administrator configuration
Content in the charter: BMP's adjustment stipulates the administrative configuration including the General
Meeting of Shareholders, the Board of Directors (BOD), the Supervisory Board and the General Director.
The BOD has the right to decide on business strategies, appoint the General Director, while the Supervisory
Board supervises the activities of the BOD and the Executive Board.

=> This structure complies with Article 134 and Article 153 of the Enterprise Law 2020. Specifically, Article
134 stipulates that a joint stock company must have a General Meeting of Shareholders as the highest
authority, while Article 153 defines the role of the BOD in the management and operation of the company.
The establishment of the Supervisory Board is also consistent with Article 168, which requires a joi+nt stock
company with 11 or more shareholders to have a Supervisory Board to ensure transparency and supervision.

3.2.3 Rights and obligations of shareholders

Content in the charter: The charter stipulates that shareholders owning 5% or more of the charter capital
have the right to request training for the extraordinary general meeting of shareholders, nominate members
of the board of directors or the board of supervisors, and be provided with information on the company's
operations.

=> This content is consistent with Article 115 of the Enterprise Law 2020, which stipulates the rights of
shareholders owning 5% or more of the charter capital, including the right to request a general meeting of
shareholders (clause 3) and the right to nominate people to the board of directors or the board of supervisors
(clause 4). This ensures the rights of minority shareholders and democracy in corporate governance.

3.2.4 Business activities

Content in the conditions: BMP's adjustment of the list of main business lines such as manufacturing and
trading plastic pipes (PVC-U, HDPE, PP-R), plastic spare parts, pipe adhesives, and other technical plastic
products, and commitment to Comply with national and international standards on product quality.

=> This business scope Manh Thu Article 7 of the Enterprise Law 2020, allowing enterprises to conduct
business in industries that are not prohibited by law. In addition, the commitment to meet quality standards
in accordance with the Law on Product and Goods Quality 2007 (No. 05/2007/QH12), especially Article 5,
requires enterprises to be responsible for the quality of products and goods they produce and trade.

The Charter of Binh Minh Plastic Joint Stock Company is strictly constructed, reflecting the provisions of
the Enterprise Law 2020, the Securities Law 2019, and other relevant legal documents such as the Law on
Product and Goods Quality 2007. The contents on adjustments, governance structure, shareholders and
business activities not only ensure confidentiality but also demonstrate the transparency and professionalism
of BMP in a public company. This contributes to strengthening BMP's reputation in the market and
protecting the interests of shareholders, partners and customers (Binhminhplastic annual report, 2023).

IV. Legal structure of business types

4.1 Business establishment process
4.1.1 Private company
For private companies, the requirements to prepare to submit business registration documents are as:

To carry out the procedure for establishing a private enterprise, individuals need to prepare a complete and
valid set of documents according to regulations. First of all, there must be an application for registration of
establishment of a private enterprise according to Form No. 1 issued with Circular 20/2015/TT-BKHĐT.
Attached is a notarized copy of the valid identification document of the registrant, which can be a Citizen
Identification Card, Identity Card, or Passport. To authorize another person to submit the application and
receive the results, an additional valid authorization letter must be prepared. In the conditions for establishing
a private enterprise, the types of documents attached to the application are extremely important. Including a
copy of the identification document of the legal representative of the enterprise, notarized and issued within
3 months; a business registration application according to the type of private enterprise. Suppose the
enterprise intends to operate in a conditional business line. In that case, it is necessary to submit additional
documents proving that it is qualified to operate according to the provisions of law.

In addition, the dossier also includes relevant documents confirming the business name, head office address,
and registered business lines; documents confirming charter capital, if required, issued by competent
agencies or organizations. For professions requiring a practice certificate, the legal representative or business
owner must submit appropriate professional certificates and diplomas. Finally, if the applicant is not the
legal representative of the enterprise, a legal authorization document from the private enterprise must be
attached (Phan Julie, 2023).

4.1.2 Partnership
The requirements to prepare to submit business registration documents for a partnership are:
The business registration application is an important document, marking the first step in the process of
establishing a partnership. In the application, the applicant must provide complete information such as:
business name, head office address (including house number, street or alley name, ward/commune name,
district/county, town, city under province or centrally run city). Note that the company's headquarters must
not be located in an apartment building, collective house, or a place that is only allowed to be used for
residence. In addition, the application must also clearly state the purpose of operation, business lines, charter
capital, and information of members and legal representatives. The company charter is a document that
stipulates the rights, obligations, interests, and organizational structure of the partnership, which must be
drafted by legal regulations and signed by all members.

The list of members is an indispensable part of the registration dossier, including full information about
individuals or organizations participating in capital contributions, such as full name, address, phone number,
and other relevant information. In addition, the dossier must be accompanied by valid copies of the legal
documents of the members. For individuals, it is a copy of the identity card; for organizations, it is a copy
of the legal documents of the organization, accompanied by the documents of the authorized representative
and the document appointing the representative. In case the member is a foreign organization, the documents
must be consularized. If the company is established with the participation of foreign investors or economic
organizations with foreign investment capital, it is necessary to supplement the Investment Registration
Certificate per the provisions of the Investment Law and its implementing documents (Truong, 2024).

4.1.3 Limited liability company

For a single-member limited liability company, the business registration dossier must include: a business
registration application and a company charter. Attached are copies of relevant legal documents, specifically:
legal documents of the company's legal representative; legal documents of the company owner if the owner
is an individual; or legal documents of the organization if the owner is an organization (except in cases where
the owner is the State). If the owner is an organization with an authorized representative, the dossier must
include legal documents of the authorized person and a document designating the authorized representative.
In case the owner is a foreign organization, copies of the legal documents must be consularized according
to regulations. In addition, if the enterprise is established by a foreign investor or an economic organization
with foreign investment capital, it is necessary to submit an Investment Registration Certificate according
to the provisions of the Investment Law and related guiding documents (Truong, 2024).

Requirements to prepare to submit business registration documents for limited liability companies with 2 or
more members:

The business registration dossier includes the business registration application and the company charter. For
a limited liability company with two or more members, a list of members is required; for a joint stock
company, a list of founding shareholders and a list of shareholders who are foreign investors (if any) are
required. The dossier must also include a copy of the personal legal documents of the legal representative of
the enterprise. For Vietnamese citizens, the identification documents can be a valid citizen identification
card, identity card or passport. For foreigners, a foreign passport or a valid passport replacement document
must be submitted. In case the company member, founding shareholder or shareholder who is a foreign
investor is an individual, a valid copy of the identification documents must be provided. If the enterprise is
an organization, the legal documents of the organization must be submitted; At the same time, if there is an
authorized representative, it is necessary to supplement the legal documents of the authorized individual,
along with the document designating the authorized representative. In particular, if the member or
shareholder is a foreign organization, the legal documents of that organization must be consularized. In case
the enterprise is established or has the participation of a foreign investor or an economic organization with
foreign investment capital, it is necessary to submit the Investment Registration Certificate under the
provisions of the Investment Law and related guiding documents.

4.1.4 Joint Stock Company

Requirements to prepare to submit business registration documents for joint stock companies:
The business registration dossier includes an application form by the prescribed form and a draft of the
company charter, which must include the full name and signature of the founding shareholder who is an
individual or the legal representative/authorized representative of the founding shareholder who is an
organization. Attached is a list of founding shareholders, a list of shareholders who are foreign investors,
and a list of authorized representatives of shareholders who are foreign organizations - all of which are
prepared per a unified form. For social enterprises, it is necessary to add a commitment to implementing
social and environmental goals. In the case of an enterprise converted from a social protection facility, social
fund, or charity fund, it must be accompanied by a decision approving the conversion issued by a competent
authority.

The required documents include valid copies of the following documents: ID card/citizen ID card or valid
passport of individual shareholders. In case the shareholder is an organization, it is necessary to supplement
the Business Registration Certificate (unless the organization is a state agency), along with the authorization
letter and identification documents of the authorized representative. If the enterprise is established or has the
participation of a foreign investor or an economic organization with foreign investment capital, the
application must include the Investment Registration Certificate per the provisions of the Investment Law
and related guiding documents. In case the business owner does not directly carry out the registration
procedure, the authorized person must submit a valid copy of identification documents. For Vietnamese
citizens, it is a valid ID card/citizen ID card or passport; and for foreigners, it is a valid passport or document
replacing a foreign passport. Attached is a document authorizing an individual to carry out business
registration procedures. This document is not required but, if available, must be notarized or legally certified
(Duc, 2022).
4.2 Characteristics of business types
4.2.1 Private company
Definition

A private enterprise is an enterprise owned by an individual who is personally responsible for all activities
of the enterprise with all of his/her assets. A private enterprise is not allowed to issue any type of securities
(Thuvienphapluat, 2022).

Characteristic

The capital of a private enterprise is formed from the assets of a single individual - who is also the owner
and fully responsible for the operations of the enterprise. Unlike other types of enterprises in which many
individuals or organizations contribute capital and have legal status, a private enterprise does not have legal
status, meaning there is no separation of assets between the enterprise and the owner. Therefore, all business
decisions are made by the business owner and this individual must bear unlimited liability, that is, with all
of his or her assets, not just limited to the registered capital contributed to the enterprise. According to Clause
1, Article 188 of the Enterprise Law 2020, in case the registered capital is not enough to meet financial
obligations, the business owner must still use the uncontributed assets to take responsibility. In addition,
private enterprises are not allowed to issue any type of securities, which limits the ability to raise capital
from outside and expand the scale of operations. Therefore, if they want to grow their business, business
owners are forced to use more personal assets or borrow capital (Loc, 2022).

Advantages and disadvantages

The outstanding advantage of a private enterprise is that there is only one owner, so this person has full
authority to decide on all business activities without consulting others. The capital of the enterprise is
registered by the owner himself, without the need to carry out ownership transfer procedures, thereby
simplifying the establishment and management process. Due to the transparency and high responsibility of
the individual owner, private enterprises often easily build trust with partners and customers, contributing
to limiting risks in the cooperation process. At the same time, with a simple management structure and fewer
legal constraints than other types of enterprises, risk control also becomes easier when there is only one legal
representative.

In addition to the advantages, private enterprises also have many limitations. Because they are owned by
only one individual and there is no capital cooperation, when it is necessary to mobilize large capital to
expand the business, the enterprise often encounters difficulties. Having only one person responsible for
management and decision making can lead to subjectivity and lack of objectivity in operations. Furthermore,
according to the law, private enterprises are not allowed to issue any type of securities, which hinders capital
mobilization from investors. Article 188 of the Enterprise Law 2020 also stipulates that the owner of a
private enterprise cannot concurrently be a business household owner, a general partner, or the owner of
another private enterprise. In addition, because it does not have legal status, private enterprises are limited
in conducting certain transactions according to the law, and the owner of the enterprise must bear unlimited
liability with all of his assets. This means that if a business is unable to pay its debts, even if it has declared
bankruptcy, the owner must still use his assets to pay the debts (Thuvienphapluat, 2022).

4.2.2 Partnership

Definition

A partnership is a type of company in which members conduct business together under a common company
and are jointly and severally liable for all debts of the company. A partnership, also known as a limited
liability company, is a typical type of personal company. Historically, partnerships were the earliest to be
established, because when people knew how to do business, they probably did business individually at first.
Later, due to the need to do business, they had to associate, so they had to choose relatives, acquaintances
and people they really trusted to do business together (Truong, 2023).

Characteristic

Regarding the number of members in a partnership: A partnership must have at least 2 partners or more.
General partners must be individuals. A partnership company is not limited to the number of general partners
in the company. In addition to general partners, the company may have additional capital-contributing
members. However, the presence of capital contributing members is not mandatory, capital contributing
members may or may not be present. Capital-contributing members can be individuals or organizations
(Truong, 2023).

Regarding the liability of members in a partnership, a general partner shall bear unlimited liability with all
of his assets for the obligations of the company. A general partner shall not be a private business owner or a
general partner of another partnership unless there is consent of all general partners in the company. They
are co-owners of the company and have equal rights in decision-making, regardless of the capital
contribution ratio. General partners are also jointly responsible for performing financial obligations to the
State. In case the company's assets are not enough to pay debts, the general partners shall be responsible for
the loss according to the capital contribution ratio or as agreed in the company's charter. In addition, they
have the right to represent the company legally and directly manage the daily business activities of the
company. Any restrictions on the management rights of a general partner shall only be effective against a
third party if that party is fully aware of this restriction. Capital contributing members, are only responsible
within the scope of the contributed capital and are divided by annual profits corresponding to the ratio of
capital contributed to the company's charter capital (Phan Julie, 2023).

Regarding the transfer of capital contributions in a partnership, a general partner has the right to freely
transfer his capital contributions to other general partners in the company. However, if he wants to transfer
to an organization or individual who is not a general partner, he must have the consent of all remaining
general partners. In case a general partner dies, the heir can only become a general partner if at least three-
quarters of the remaining general partners agree. Conversely, a capital-contributing partner has the right to
transfer his capital contributions to members of the company or outside organizations or individuals without
the consent of the other members.

About legal status: A partnership company has legal status from the date it is issued a business registration
certificate. A partnership has company assets separate from personal assets. Sources of capital formation
include capital contributed by members, including capital contributed by general partners and contributing
members (Phan Julie, 2023).

Regarding capital mobilization: Partnership companies are not allowed to issue any type of securities. The
company can mobilize capital in the form of increasing members' capital contributions or accepting new
members to increase capital contributions; loans; and receive aid

Advantages and disadvantages

The advantage of a partnership is the ability to easily build prestige and trust with customers and business
partners. Due to the small number of members, the management and operation of the company are simple
and not too complicated. General partners are often individuals with professional prestige and high expertise.
Thanks to the unlimited liability of general partners, partnerships can easily borrow capital and extend debts
from credit institutions. In addition, the compact organizational structure and management apparatus help
businesses operate effectively. In addition, a partnership has legal status, contributing to improving the
legality of business activities.

In addition to the advantages, a partnership also has some limitations. Due to the application of the unlimited
liability regime, the risk level for the partners is quite high. The partners are also the legal representatives
and directly manage the business activities, so if there is a disagreement, it will affect the operation of the
enterprise. The ability to mobilize capital is also limited because the company is not allowed to issue any
type of securities. In addition, a partner cannot be a private business owner or a partner of another partnership
without the consent of the remaining members. In case of withdrawal from the company, the partner is still
responsible for debts incurred before the termination of membership within 2 years. Although the partnership
has legal status, because there is no clear separation between personal assets and company assets, the
independence in financial responsibility is still limited (Luatthanhnien, 2023).

4.2.3 Limited liability company

Definition

A limited liability company (LLC) is a type of business that has legal status and exists independently of the
owner, recognized and protected by law. In which, the owners of the limited liability company are called
"members" and have interests in the business, at the same time, they will be responsible for the debts of the
company corresponding to the capital contribution to the company. The capital contribution of the members
will be based on the charter and the contract committed during the process of forming the company (Dnse,
2022).

Characteristic

In terms of legal status, a limited liability company has legal status from the time it is granted a Certificate
of Business Registration. As a result, the company owns its assets, has a seal and an independent
headquarters, and can participate in legal relations on its own without depending on the personal status of
the owner. The company also has its charter to distinguish it from other companies of the same or different
types and is organized and operated according to the system prescribed in the Enterprise Law.

Regarding the organizational structure, for a limited liability company with two or more members, the
management apparatus includes the Board of Members, the Chairman of the Board of Members, and the
Director or General Director. The company must have at least one legal representative, holding one of the
following positions: Chairman of the Board of Members, Director or General Director. In the case of a
single-member limited liability company owned by an individual, the organizational model may include the
Company Owner, the Company Chairman appointed by the owner (who may concurrently hold the position
of Director), and the Director hired or concurrently held by the Company Chairman. If the company is owned
by an organization, the organizational structure may include the Company Chairman, the Director or General
Director, or the Board of Members and the Director/General Director. Despite the difference in operating
model, a limited liability company is not required to establish a Board of Supervisors as is a joint stock
company.

In terms of capital mobilization, a limited liability company can do so by borrowing and using credit from
individuals or organizations. In addition, the company is also allowed to issue bonds to increase capital. In
addition, increasing charter capital can be done by raising additional capital from the owner or current
members of the company. For a limited liability company with two or more members, it can accept additional
members to contribute capital to expand the charter capital. However, both a single-member limited liability
company and a limited liability company with two or more members are not allowed to issue shares.
Therefore, the form of issuing securities in the form of certificates, book entries, or electronic data as in a
joint stock company does not apply to this type of enterprise (Duc, 2022).

Advantages and disadvantages

A limited liability company with two or more members has many significant advantages. First of all, this is
a type of business with legal status, allowing the company to independently participate in legal relationships
under its name. Members are only responsible within the scope of their contributed capital, thereby helping
to minimize personal financial risks. Compared to some other types of businesses, the company has more
members contributing capital, thereby creating more abundant capital, creating favorable conditions for
business development. The management process is also more effective thanks to the participation and
contribution of many members. In terms of expansion, the company can increase its charter capital by
increasing the capital contribution of current members, accepting new members, or issuing bonds. In
addition, strict regulations on the transfer and repurchase of capital contributions help prevent the penetration
of competitors or unwanted individuals into the company.

There are not only advantages but also disadvantages such as the limited number of members, a maximum
of only 50 members. If you want to increase or decrease charter capital, you must notify the Business
Registration Office. stricter management of the law than partnerships and private enterprises. Because shares
are not issued, raising capital is also more difficult.

The advantage of a single-member LLC is that it is owned by an individual or an organization, thus having
full authority to decide on all activities of the company. A single-member LLC has legal status, so it is
recognized as a legal entity and can independently participate in relationships on its behalf. The owner is
only liable to the extent of the company's charter capital, thereby limiting the risk for the owner. A single-
member LLC has a tight organizational structure, with a company president, director, or general director. If
the company is owned by an organization, the company will be organized according to the model of a Board
of Members. The company owner has full authority to transfer part or all of the company's charter capital.
The company's charter capital can be increased by contributing additional capital from the owner, mobilizing
additional investment capital from other organizations and individuals, or issuing bonds.

In addition to the advantages, a single-member limited liability company also has some limitations.
Specifically, this type of enterprise is subject to stricter regulation from the legal system than some other
types. The company is not allowed to issue shares to raise capital. In case it wants to raise capital from other
organizations or individuals, the company must carry out procedures to convert to another type of enterprise
such as a joint stock company or a limited liability company with two or more members (Hau, 2019).

4.2.4 Joint-stock company

Definition

A joint stock company is a company in which the charter capital is divided into equal parts, the smallest of
which is called a share; Company members (shareholders) can own one or more shares and are only liable
within the value of the shares they hold; The company has the right to issue shares to raise capital (Truong,
2024).

Characteristic

In essence, a joint stock company is a type of enterprise established based on capital contributions, in which
the identity of the capital contributor is not as important as the value of the capital contribution. Therefore,
a joint stock company has an open capital structure. The charter capital is divided into many equal parts
called shares, each share has a par value expressed in the stock. Capital contributions are made by purchasing
shares, and shareholders can own many shares. The law or the company's charter may limit the maximum
number of shares that a shareholder can hold to avoid an individual controlling the company. The Enterprise
Law does not specifically stipulate the number or value of shares, but according to the Securities Law, the
par value of publicly offered shares must be 10,000 VND. Therefore, joint stock companies often use this
par value to ensure liquidity. Dividing capital into shares is the most basic feature of this type of enterprise.

Regarding company members, as a type of capital company, according to the corporate legal tradition of
many countries in the world, the regulation of the minimum number of members upon establishment and
throughout the operation process has become a common practice. During the hundreds of years of existence
of the joint stock company, the laws of countries often only stipulate the minimum number of members, not
the maximum number. In Vietnam, the Enterprise Law 2020 stipulates that a joint stock company must have
at least 3 shareholders, and shareholders can be organizations or individuals. However, along with the
development of the economy, corporate law has also changed, breaking some traditional rules. Currently,
some countries have allowed joint stock companies to have only one shareholder, and at the same time
recognized limited liability companies with only one member.

A prominent feature of a joint stock company is the right to freely transfer capital contributions, due to the
nature of a capital company. Capital contributions are expressed through shares and issued in the form of
stocks - a type of commodity that can be freely transferred according to the law, through normal transactions
or the stock market. Regarding liability, a joint stock company is responsible for all of its assets for debts;
meanwhile, shareholders are only responsible within the scope of the contributed capital. During its
operation, the company has the right to issue shares, bonds, convertible bonds, and other types of securities
according to the law and the company's charter (according to Article 112 of the Enterprise Law 2020). A
joint stock company has legal status and is considered a trader in the form of an organization. Shareholders
and company managers do not have the status of traders, but only the legal representative has the right to
transact with the outside. Due to its capital and legal characteristics, a joint stock company requires a
professional organizational structure, separating ownership and management rights (Truong, 2024).

Advantages and disadvantages

Joint stock companies have many outstanding advantages, of which there will certainly be low risks for
shareholders because they are only responsible within the scope of their capital contribution. High capital
mobilization ability thanks to the issuance of shares, wide mobilization scope, even globally, with an
unlimited number of shareholders. Shareholders can automatically buy, sell, transfer, or inherit shares
through transactions on the stock market. With a large scale of operation, the company can expand its
business in many fields. The distinction between ownership and management rights helps improve
operational efficiency. In addition, the company can still reduce corporate income tax by calculating the
salaries and bonuses of shareholders who hold the function of managing operating costs. Management is
carried out transparently, all decisions are based on shareholder opinions.

Besides, there are also disadvantages of joint stock companies the number of shareholders is large, so the
management and operation of the company is quite complicated. Limited financial and business security due
to having to report publicly to shareholders. The management of financial and accounting regimes of joint
stock companies is also more complicated (Hau, 2019)

V. How businesses raise capital and manage it

5.1 Create capital
a. Share
Shares are a type of security, issued in the form of certificates or book entries, confirming the legal rights
and interests of investors when participating in the business activities of an enterprise. The holder of shares
becomes a shareholder and at the same time the owner of the issuing company (Vndirect, 2024).

There are three common types of preferred shares:

 Dividend preferred shares: are paid higher dividends than common shareholders but are excluded from
the right to vote, attend general meetings of shareholders or nominate people to the Board of Directors
and the Board of Supervisors.
 Redeemable preferred shares: the holder of these shares will have their capital contribution returned by
the company at any time upon request of the owner or under pre-agreed conditions. However, the holder
of these shares is also excluded from the right to vote, attend general meetings of shareholders, nominate
people to the Board of Directors and the Board of Supervisors.
 Voting preferred shares: are shares with more votes than common shares. Voting preferred shares have
other rights like common shareholders including the right to vote, attend general meetings of
shareholders, nominate people to the Board of Directors and the Board of Supervisors, but they cannot
transfer those shares to others (Vnexpress, 2023).

Advantages: Investing in stocks offers attractive profit potential, especially for stocks that have strong
growth in value over time when the company operates effectively. The high liquidity of stocks allows
investors to easily buy and sell on the market, taking advantage of flexible investment opportunities. In
addition, dividends from companies with stable profits create a source of passive income, helping to increase
assets steadily. Diversifying the investment portfolio through stocks is also a smart strategy, helping to
minimize financial risks by allocating capital to many different companies and industries. Finally, owning
stocks not only brings financial profits but also gives investors the right to participate in important decisions
of the company through voting rights, becoming a part of the development of the business (Thu vien phap
luat , 2023)

Disadvantages: Investing in stocks involves significant risks. Market fluctuations can result in the loss of
some or all of the investment capital, requiring investors to have in-depth knowledge and the ability to
continuously monitor the market, which is time-consuming and labor-intensive. Profits from stocks are not
guaranteed and may take a long time to recover capital. Furthermore, transaction fees and taxes can
significantly reduce actual profits. Finally, market sentiment, often driven by panic or rumors, can cause
irrational fluctuations in stock prices, creating unpredictable risks for investors (Thu vien phap luat , 2023).

b. Bonds
Bonds are securities with a term of 01 year or more issued by an enterprise, confirming the legal rights and
interests of the owner to a part of the debt of the issuing organization (according to Clause 3, Article 4 of
the Securities Law 2019, Clause 6, Article 3 of Decree 155/2020). In other words, a bond is a certificate of
debt obligation of the issuing unit to the bond owner for a specific amount of money (face value of the bond),
within a specified period and with a specified interest rate (Nguyen, 2023).
Advantages: Investing in bonds brings remarkable advantages to investors. Firstly, the interest rate received
is usually fixed and does not depend on the business results of the issuing organization, creating a stable and
predictable source of income. Secondly, bondholders are given priority for payment compared to
shareholders in the event of a business being dissolved or bankrupt, helping to protect investment capital.
Some types of bonds, especially government bonds and local government bonds, are also exempt from
income tax, increasing profits for investors. Finally, the liquidity of bonds is also quite good, investors can
transfer bonds through the exchange or sell them back to the issuing company when necessary (Phong,
2023).

Disadvantages: However, there are some disadvantages to investing in bonds that need to be considered.
First, bondholders do not have the right to participate in the management decisions of the company, limiting
their ability to influence the business operations. Second, the risk of default is a factor that cannot be ignored,
especially for corporate bonds. If the company encounters financial difficulties, its ability to repay the debt
to bondholders will be affected. Finally, the value of bonds can fluctuate according to market interest rates.
If interest rates increase, the value of the bond decreases, and investors may suffer a loss if they sell the bond
before maturity (Phong, 2023).

5.2 Manage
5.2.1 Share holders
IN UK

In the UK, shareholders are individuals or organizations that own shares in a company and play a key role
in the corporate governance structure. They have the right to attend and vote at General Meetings, where
important decisions such as appointing directors, approving financial statements, paying dividends, or
merging or dissolving the company are made.

In terms of obligations, shareholders are responsible for fully paying the committed share purchase amount
and complying with the provisions of the company's charter as well as current laws, including the Companies
Act 2006. In the event of a company facing financial risks, shareholders are only liable to the extent of the
capital invested.

Shareholders also have certain powers in monitoring the activities of the board of directors through the right
to request information disclosure, make recommendations or request the convening of a shareholders'
meeting if they own 5% or more of the shares. In terms of qualifications, UK law does not require
shareholders to have a certain level of expertise or education to hold shares; any individual or legal entity
with civil capacity can become a shareholder, facilitating capital raising and expanding the scope of
ownership.

IN VIETNAM

Shareholder” means the individual or organization that holds at least a share of a joint stock company

According to Article 115 of the Law on Enterprises 2020, ordinary shareholders have the following basic
rights: to attend, speak and vote at the General Meeting of Shareholders (GMS) directly, through an
authorized representative or in other forms as prescribed by the Company Charter and the law, with each
ordinary share corresponding to one vote; to receive dividends at the level decided by the GMS; to have
priority in purchasing new shares corresponding to the current ownership ratio; to freely transfer shares,
except in cases of restrictions as prescribed in Clause 3, Article 120, Clause 1, Article 127 and relevant legal
provisions; to look up and request correction of personal information in the list of shareholders with voting
rights; to view, look up, extract or copy the Company Charter, minutes and resolutions of the GMS; and
when the company is dissolved or bankrupt, to receive the remaining assets corresponding to the share
ownership ratio.

In addition, shareholders or groups of shareholders owning 5% or more of the total number of common
shares or a smaller percentage if stipulated in the Company Charter have additional rights such as: reviewing
and extracting documents such as minutes and resolutions of the Board of Directors, mid-year and annual
financial reports, reports of the Supervisory Board, contracts and transactions that must be approved by the
Board of Directors, except for documents related to business secrets; requesting the convening of a General
Meeting of Shareholders in cases where the Board of Directors seriously violates the rights of shareholders,
the obligations of managers or makes decisions beyond its authority; requesting the Supervisory Board to
inspect specific issues related to the company's management and operation when necessary, with a written
request containing full personal or organizational information, ownership ratio and inspection purpose
accompanied by relevant evidence; and exercising other rights as prescribed by law and the Company
Charter.

For shareholders or groups of shareholders owning 10% or more of the total number of common shares (or
a smaller percentage according to the Company Charter), they also have the right to nominate people to the
Board of Directors and the Supervisory Board. The nomination must be announced before the opening of
the General Meeting of Shareholders. The number of candidates nominated is based on the decision of the
General Meeting of Shareholders and in case the number of nominated candidates is not enough, the
remaining candidates will be nominated by the Board of Directors, the Supervisory Board and other
shareholders.

Current law does not require shareholders to have certain qualifications to become shareholders. Any
individual or organization, regardless of educational or professional qualifications, can become a
shareholder if they meet the requirements for capital contribution and compliance with the law. However,
in the case of shareholders being elected as members of the Board of Directors or the Supervisory Board,
the company may require standards of capacity, experience, or appropriate professional qualification
(Lawkey , 2021).

5.2.2 Directors
IN UK

In the UK corporate governance system, directors play a central role in directing, supervising and managing
the company. They have a duty to act within the scope of their authority, using their authority to promote
the long-term success of the company. This includes taking into account the interests of employees, the long-
term impact of business decisions, social responsibility, corporate reputation and fairness between
shareholders. In addition, directors must act with care, skill and diligence in their work; continually improve
their own capacity and train their staff. They also have a duty to be independent in decision-making, avoid
conflicts of interest, not accept benefits from third parties unless approved by the General Meeting of
Shareholders, and always be transparent in transactions related to the company. Powers of directors.

Directors in the UK are empowered to direct and manage the day-to-day operations of a business, including
the power to make strategic decisions, enter into contracts, allocate resources, and act as legal representatives
for the company. However, this power comes with a responsibility to comply with the law, the company’s
charter, and ethical standards. Directors have executive powers but must not exceed their prescribed
authority, especially in transactions involving assets, inside information, or business opportunities that may
lead to conflicts of interest. In the event of a dispute or breach, directors may be held personally liable if
they fail to demonstrate that they have acted by their obligations.

There is no legal requirement for directors of companies to have a specific qualification. However, in
practice, directors often have advanced degrees, particularly in areas such as business administration,
finance, accounting, or law. Having a good academic and professional background helps them to run their
companies effectively, make good decisions, and comply with legal obligations. In addition, specialized
management training programs and professional qualifications are often encouraged to enhance leadership
and risk management capabilities in a complex and competitive business environment such as the UK.
IN VIETNAM

In the organizational structure of enterprises in Vietnam, the Director or General Director is the highest
executive, responsible to the Board of Directors and the law for the organization and operation of the
company's business activities. According to the Enterprise Law 2020 (Article 163, Clause 3), the Director
is obliged to implement the decisions of the Board of Directors, implement business and investment plans,
and propose dividend plans. At the same time, they are responsible for handling arising issues such as
business losses, organizational restructuring or amendments to the company's charter and regulations. The
Director plays the role of a bridge between strategy and operations, ensuring that all activities take place
effectively, in accordance with legal regulations and towards the common interests of the enterprise.

The Director has the authority to decide on matters relating to the daily operations of the enterprise, including
human resource management, issuing labor policies, dismissing subordinate managers, and other matters
not under the authority of the Board of Directors. They are also allowed to coordinate finances, implement
business plans, sign contracts, and represent the enterprise in civil transactions. However, the power of the
Director is limited within the framework of the law, the enterprise's charter, and supervision from the Board
of Directors to ensure transparency and avoid abuse of power.

Currently, Vietnamese law does not specify the minimum educational level for the position of Director or
General Director of an enterprise. However, in practice, enterprises often give priority to appointing
individuals with high professional qualifications, graduates of related fields such as business administration,
finance, law, or engineering, and with practical management experience. Possessing the right qualifications
not only helps directors make the right decisions but also enhances their credibility, leadership, and risk
management capabilities in an increasingly competitive business environment (Thuvienphapluat, 2020).

5.2.3 Auditors
An auditor is a person with the authority to examine financial documents, confirm their authenticity, and
make sure businesses are following tax regulations. They guard companies against fraud, call attention to
inconsistencies in accounting procedures, and occasionally they provide consulting services, assisting firms
in identifying opportunities to improve operational effectiveness. Auditors operate in a variety of roles across
multiple sectors (Daniel , 2024).

IN UK :

In UK businesses, auditors play a key role in ensuring the transparency and integrity of financial reports.
They are required to examine the company’s accounts objectively and accurately, and then issue a formal
audit report to shareholders. Auditors are also responsible for reviewing stock transactions, cash handling
procedures, and can advise management on business operations. They are required to comply with a duty of
care and must avoid negligent or breach of contract actions, otherwise they may be held liable.

To perform their duties well, auditors in the UK are given considerable statutory powers. They have access
to all company books, documents, and records, and can question employees or company directors when
necessary. These powers are intended to ensure that auditors can accurately assess the financial situation
and detect any irregularities. In case of failure to fully perform their responsibilities, auditors may be subject
to civil liability, or in some serious cases, even criminal liability.

In the UK, to become a professional auditor, individuals need to obtain a certificate from reputable
professional organizations such as ICAEW (The Institute of Chartered Accountants in England and Wales),
ACCA (Association of Chartered Certified Accountants) or ICAS (The Institute of Chartered Accountants
of Scotland). In addition to professional knowledge of accounting, finance, and corporate law, auditors must
also undergo rigorous exams and meet requirements on professional ethics as well as practical experience
before being officially allowed to practice.

IN VIETNAM:

In Vietnam, auditors play an important role in ensuring transparency and demonstrating the legality of
financial activities in enterprises. Auditors often operate through the Audit Committee - a specialized body
under the Board of Directors, consisting of two or more members. The Chairman of the Committee must be
an independent member of the Board of Directors, while the other members must be non-executives. The
Audit Committee is responsible for monitoring the integrity of financial statements, examining the internal
control and risk management systems, and reviewing related party transactions. In addition, they also
monitor the activities of the internal audit department and propose an independent auditing company and
related terms to the Board of Directors and the General Meeting of Shareholders for consideration.

The Audit Committee is given relatively broad power to ensure compliance with the law and internal
regulations of the enterprise. They can directly supervise the objectivity, independence and effectiveness of
the audit process performed by the external audit firm. In cases where the company uses non-audit services
from the audit firm that signed the contract, the Audit Committee has the right to assess the appropriateness
to ensure that there is no conflict of interest. In addition, they can make recommendations on transactions
that need to be approved by the General Meeting of Shareholders or the Board of Directors.

Auditors in Vietnam must have a high level of professional qualifications, usually a bachelor's or master's
degree in accounting, auditing, finance or economics. To practice legally, they need an auditor certificate
issued by the Ministry of Finance or an equivalent international certificate (for example: ACCA, CPA
Australia). For members of the Audit Committee, especially the Chairman, there are higher requirements
for independence and experience in the field of accounting and finance, ensuring the ability to independently
and objectively evaluate audit activities and corporate governance (Thuvienphapluat, 2020).

5.2.4 Head of General and Legal Department in Vietnam

The Head of the General and Legal Department plays the role of advising and advising the Board of Directors
on legal issues and general operations of the enterprise. This position is responsible for two areas of work:
general (internal management, administration, human resources, information coordination between
departments) and legal (controlling the legality of activities, contracts, documents, disputes, etc.). This Head
of the Department ensures that the enterprise operates in compliance with Vietnamese law, minimizes legal
risks, and supports internal policy planning by current laws.

According to the Law on Enterprises 2020 (Article 12 on principles of enterprise management), the Head of
the General and Legal Department is obliged to organize the implementation of assigned tasks by the law
and the Company's Charter. Specifically, they are responsible for:

Reviewing the legality of documents and contracts before submitting them for signing. Legal advice for
departments on labor law, trade, and protection of business interests. Support in handling disputes,
complaints, and lawsuits (if any). Coordinate with state agencies during inspections and examinations.
Develop, update, and implement internal regulations and rules. In addition, they also ensure the archiving
of documents and reports summarizing the business's operations by the provisions of the 2015 Accounting
Law and the 2011 Archives Law.

Regarding qualifications, the Head of the General and Legal Department often requires a minimum of a
university degree in Law, Administration, Business Administration, or related fields. Many businesses
prioritize candidates with a lawyer's certificate or who have worked in law enforcement agencies, courts, or
law offices. In addition to solid legal knowledge, the person holding this position needs to have good
synthesis, communication, negotiation and decision-making skills, and practical experience in
organizational management and internal conflict resolution.
The Head of the General and Legal Department has the right to propose opinions to the Board of Directors
on legal or internal operational issues. They are allowed to participate in strategic meetings and have the
right to request departments to provide necessary information to serve the inspection and supervision work.
In some enterprises, they are authorized to initial or approve documents and contracts with legal elements.
However, the power of this position is limited within the scope of the company's hierarchy and must not
exceed the authority authorized by the Director or the Board of Directors (Thuvienphapluat, 2020).
VI. Compare alternative dispute resolution options
6.1. Negotiation Alternatives
Negotiation is a method used to resolve disputes and reach an agreement between disputing parties without
the assistance of an independent third party. In this method, parties with opposing interests discuss how to
resolve their dispute (Nguyen, 2024). Characteristics of Negotiation:

Voluntariness: Negotiation emphasizes the voluntariness of the parties. They have the right to accept or
reject the negotiation results and withdraw from the negotiation process at any time.

Flexibility: Negotiations can take place directly between the disputants, or in consultation with a lawyer, or
the parties can negotiate indirectly through a lawyer or other representative. The parties can combine both
methods to negotiate.

Informality and non-adjudication: The parties are free to apply any settlement rules they choose. The
outcome of the negotiation will be agreed upon by the parties together without the need for a neutral third
party.

Confidentiality: The parties have the right to choose whether to negotiate publicly or privately. (Nguyen,
2024) Negotiation has many outstanding advantages, helping disputing parties resolve problems effectively
and flexibly. This is a flexible form of dispute resolution, not bound by rigid procedures as in litigation.
Participation in negotiation is voluntary, not mandatory, creating conditions for parties to proactively control
the process and results. Negotiation results are only binding between the participating parties, thus
demonstrating respect for the free will of the parties. Negotiation also contributes to maintaining the
relationship between the parties, especially useful in long-term partnerships and business relationships. At
the same time, this method also helps save time and costs significantly compared to bringing the case to
court.

Negotiation also has some disadvantages. First, weaker parties may be at a disadvantage in the negotiation
process due to lack of skills or economic and information dependence. Second, negotiation may lack
objectivity and neutrality because there is no independent third party to act as an arbitrator. If the parties fail
to reach an agreement, negotiation may be time-consuming and costly, as it prolongs negotiations without
reaching a final result. Ultimately, this process may prolong the dispute resolution process, causing delays
and affecting the interests of the parties involved. (Nguyen, 2024)

6.2. Mediation
Mediation is an informal and flexible dispute resolution process. In mediation, a neutral person called a
"mediator" helps the parties attempt to reach a mutually acceptable solution to the dispute. The mediator
does not make decisions but facilitates communication between the parties, helping them try to resolve the
dispute through joint sessions and private meetings with the parties (Nguyen, 2024). Characteristics of
mediation. Mediation is a dispute resolution method with distinct features. The parties involved participate
voluntarily and equally in terms of rights and obligations, with no one being forced to use a mediator or
agree to a specific resolution. The mediator does not make decisions for the parties but helps them make
their own decisions. The procedure is flexible, with rules set by the parties themselves, and rarely requires
the application of any rules outside of their agreement. The mediation process is confidential, and the parties
have the right to establish any confidentiality limits they wish. If confidentiality is agreed upon, the parties
and the mediator must sign an enforceable clause regarding this matter. The mediation agreement must
comply with the law, social ethics, and must not avoid obligations or infringe on the rights of third parties.
Furthermore, the mediation costs are generally shared equally among all parties. Mediation is particularly
useful when the parties involved wish to maintain a long-term relationship, as it helps resolve disputes
peacefully and offers an opportunity to rebuild relationships after the conflict.

Advantages and disadvantages of mediation: Mediation offers several advantages, including quick dispute
resolution, friendly and flexible procedures, and the ability for parties to maintain privacy and
confidentiality. Mediation costs are generally lower compared to other dispute resolution methods. Notably,
the parties have the right to decide the outcome of the mediation, which helps preserve their relationship.
Agreements reached during successful mediation can be recognized by the court and become enforceable.

However, mediation also has some drawbacks. This method of dispute resolution is closed and confidential,
which may lead to negative outcomes or illegal behavior. Mediators do not have the authority to make
binding decisions or impose solutions on the parties, so the dispute resolution process may take longer. One
party can halt the mediation and choose another dispute resolution method, making the process ineffective.
Additionally, there is a concern that the court may not recognize the outcome of mediation. Parties may also
hesitate to disclose legal arguments early on, which could affect their interests in later stages of the dispute
(Nguyen, 2024).

Criteria Negotiation Mediation

Definition A method of resolving disputes A dispute resolution method
without third-party involvement, involving a neutral third party
where the parties discuss directly (mediator) to help the parties reach
to find a solution. an agreement.
Characteristics -High voluntariness - Involves a third-party mediator
 -Flexible in terms of methods and - Flexible process, but guided and
process supervised by the mediator

-No third party intervention in the - The mediator does not make
outcome decisions but helps the parties find
a solution
Costs Generally low as there is no third- Costs can be higher depending on
party involvement the mediator's fees and associated
procedures
Power of the No third-party power, the parties Mediator has no decision-making
Third Party negotiate the outcome on their own power but assists in negotiations
Confidentiality Parties may choose to negotiate High confidentiality, information is
publicly or privately kept private if agreed by the parties
Resolution Time Can take time if the parties do not Typically faster than litigation, but
reach an agreement may take time depending on the
level of cooperation from the
parties
Legal Binding The outcome is not legally binding The mediation agreement can be
unless the parties agree legally recognized and enforced by
the court if a legal agreement is
reached
Application Suitable for less complex disputes Suitable when parties want to
or when the parties want to maintain a relationship and may
maintain long-term cooperation have more complex issues needing
external support
Advantages -Saves time and costs -Helps preserve the relationship
between the parties, can lead to
- Creates flexibility in agreement
long-term solutions

- Ensures confidentiality and

privacy, less tension than litigation
 Disadvantages - Does not guarantee - Mediator has no decision-making
results, may prolong the process if power, may take longer if one party
no agreement is reached is uncooperative

6.3. Conciliation

Concept

Conciliation is one of the Alternative Dispute Resolution (ADR) methods to resolve a commercial dispute.
The parties to the business dissent will appoint a conciliator to help facilitate a commercial settlement. The
conciliator is a neutral third person with no bias towards either commercial party.

Conciliation is similar to mediation for commercial disputes, which is also an ADR method. This is because
the consolidator suggests proposals and offers opinions on the business dissent. They do this after
considering each party's views. However, they are less direct than the mediator and will never impose these
on the commercial parties to the dispute. Instead, the dispute resolution process is encouraged through
negotiation between the parties. The conciliator helps get the parties to discuss the commercial dispute and
guide their discussions. The conciliator will ask settlement the business in dispute to suggest a which will
not bind them.

Characteristic

• Third-party mediation: In mediation, a neutral third party (or parties) is invited to assist the disputing parties
in finding a solution. This third party does not have the power to make a decision, but only helps the parties
discuss, make suggestions and recommendations.

• Voluntary: The mediation process is completely voluntary. The participating parties have the right to
decide whether to continue participating in the mediation or not, and they also have the right to refuse the
mediation results if they do not agree.

• Flexibility: Mediation is a flexible process, without rigid procedures like in litigation. The parties can freely
and proactively discuss the issues they want to resolve. Mediation can take place in many different spaces
(public or private).

• Confidentiality: Mediation takes place in a confidential environment, meaning that information and
discussions between the parties usually will not be disclosed, which helps the parties feel safer and more
comfortable sharing their views and wishes.
• Make recommendations instead of rulings: Although the mediator does not have the power to make
decisions like in arbitration, they can make recommendations for resolving the dispute. These
recommendations are not binding, but can help the disputing parties find a solution that they both accept.

• Aim for a win-win solution: Mediation focuses not only on resolving the dispute but also on helping the
parties maintain or improve their relationship in the future. The goal of mediation is to help the parties find
a solution that benefits all parties, rather than one party winning and one party losing.

• No binding legal action: If the parties do not reach an agreement during mediation, they still have the
option of other dispute resolution methods such as litigation or arbitration. Mediation does not create a
binding legal judgment.

Advantage

Conciliation is more advantageous as a faster way to resolve a commercial dispute than through court
proceedings. Also, preventing litigation reduces costs associated with dispute resolution as it is cheaper than
commercial litigation.

Not only is conciliation advantageous in preventing commercial disputes from settling litigation, but it can
also stop business relations from breaking. Using this method to resolve your business dispute is also
advantageous as it gives you more time to continue your business activities. This is because it takes little
time.

A further advantage of conciliation is that the conciliation process is confidential. This means that if you
and the other commercial party do not come to a settlement, only you two know the reasons for this. Also,
it is advantageous that the conciliator carries out the conciliation in a non-prejudicial manner.

Disadvantages

Like many other commercial disputes, this method has both advantages and disadvantages. Due to the nature
of this dispute resolution mechanism, it can only be effective sometimes. This is because it depends on both
parties being willing to reach an agreement. In addition, businesses in commercial disputes must respect the
mediator because they have authority over the proceedings, which can be difficult. However, this is
necessary for the mediation process to be effective. Using this method for commercial disputes is sometimes
face-to-face only. This can be disadvantageous for businesses because without direct communication, one
party may not understand the other party's point of view.
 Content Mediation Conciliation
Definition The process of mediation is Conciliation involves a third
about resolving disputes party who helps settle
between parties with the disputes by persuading both
support of a mediator parties to agree (Agrawal,
(Agrawal, 2024). 2024).
Role of Third Party The mediator facilitates the The conciliator facilitates,
mediation session without evaluates and intervenes,
imposing solutions offering feasible solutions.
(Agrawal, 2024)..
Regulation Mediators are regulated by Conciliators are regulated by
the Code of Civil Procedure, the Arbitration and
1908 (Agrawal, 2024).. conciliation act,1996
(Agrawal, 2024)..
End Result Mediation aims to reach an Conciliation aims to come to
agreement enforceable by a settlement agreement
law (Agrawal, 2024). executable as a decree of
civil court (Agrawal, 2024).

6.4 Arbitration
Arbitration typically involves settling a legal dispute without going to trial in a public courthouse. Since
trials can be expensive and time-consuming, arbitration can benefit many people. During arbitration, much
as in a courtroom, a third-party listens to both sides of a legal disagreement. The arbitrator issues a resolution
based on the documents provided and the oral statements of each person involved. Arbitration is often chosen
in an effort to reduce legal costs. However, careful consideration is required to determine whether it is the
most beneficial option for a specific legal case. Legal costs can also be more expensive, depending on how
much time the Arbitrator has to spend on the case–because one or both of the parties has to pay the Arbitrator
and his staff (unlike a typical judge, who is funded by taxpayers) (Upcounsel, 2024).

Arbitration has many notable advantages. Arbitration respects the principle of agreement between the
parties, allowing the parties to freely choose the arbitrator as they wish, creating trust in the dispute
resolution process. The arbitration process is conducted in private, helping to keep information confidential
and limit the risk of revealing business secrets. This is also an effective dispute resolution method, often
chosen by the parties in cases where negotiation and conciliation measures do not achieve results. The
arbitrator is an independent and objective third party, so the parties can be assured of fairness when the
dispute is resolved. However, arbitration also has some limitations. As a non-governmental organization,
arbitration does not have state power, so it cannot apply temporary emergency measures on its own. The
arbitration award is final and cannot be re-examined, so if there is an error in the decision, it will cause great
damage to the losing party. In addition, arbitration only has jurisdiction when the parties have an agreement.
Without consensus, this method cannot be applied to resolve disputes (VietAn Law, 2023)

6.5 Tribuna
Court is a method of dispute resolution at a judicial agency on behalf of state power, conducted according
to strict and rigorous procedures and the judgment or decision of the Court on the dispute, if there is no
refusal to comply, will be guaranteed to be enforced by the coercive power of the state. The State issues a
judgment that obliges the parties to comply, including by coercive power, or in other words, business and
commercial disputes are assigned to the Court for resolution according to the procedure called Court
Proceedings.

The method of dispute resolution by the Court is characterized by the operation of the judicial apparatus and
on behalf of state power to issue judgments that the parties must comply with, including by coercive
measures. Therefore, this method not only ensures the strictness of the law but also contributes to raising
awareness of respect for the law in business activities. Moreover, adjudication through many levels helps
ensure the accuracy, fairness and objectivity of the judgment. Another significant advantage is that the cost
of dispute resolution at the Court is much lower than commercial arbitration or international arbitration.
However, this method also has many limitations. First of all, the litigation procedure at the Court is often
lengthy, inflexible and bound by many legal regulations, causing the trial process to be delayed, affecting
the production and business activities of the parties. In addition, the principle of public trial is not suitable
for the characteristics of commercial activities, which can reveal business secrets or damage the reputation
of the enterprise. For disputes with foreign elements, the recognition and enforcement of judgments of courts
in other countries are often difficult due to the need to comply with bilateral agreements or strict legal
principles. Although judges may maintain an objective attitude, they are still bound by the language,
procedural rules and often the same nationality as one of the disputing parties, which partly affects the
neutrality of the dispute resolution process (Dung, 2022).
6.6 Ombudsman
The Ombudsman is an independent institution, established by the government or parliament, to monitor the
activities of administrative agencies and resolve citizen complaints against violations of law or misconduct.
left of these organs (Giang, 2016).

Advantage:

 Independence: Ombudsman operates independently, not influenced by any agency.

 Objectivity: The Ombudsman deals with complaints objectively, fairly and without bias.
 Efficiency: Ombudsman resolves complaints quickly, with cost savings and simple procedures.
 Confidentiality: The Ombudsman keeps the complainant's information confidential.
 Enhance people's trust in the government: Ombudsman contributes to improving the reputation of
the government and increasing people's trust in the government.

Disadvantage:

 Limited powers: The Ombudsman can only make recommendations, and has no power to force
administrative agencies to follow them.
 Difficulty in resolving complex cases: The Ombudsman may have difficulty resolving complex cases
involving multiple administrative agencies.
 Lack of consistency in operations: The Ombudsman's operations in different countries may be
 inconsistent.

6.7 League
An alliance is a cooperation between two or more organizations, businesses, countries or individuals
to achieve one or more common goals that are difficult for the parties to achieve effectively if they act
individually. Alliances can be economic, political, military or social in nature, depending on the goals and
field of activity. Alliances offer many distinct advantages to participating parties. Leveraging each other’s
resources and strengths such as technology, finance, human resources and experience helps optimize
operational efficiency and enhance competitiveness in the market. At the same time, alliances facilitate
access to new markets, especially when working with local partners abroad. In large-scale projects, alliance
parties can share investment costs and risks, thereby reducing the financial burden on each organization. In
addition, alliances also help increase negotiating power, allowing parties to gain a better position when
working with suppliers, customers or government agencies.
6.8. Citizen Advice
Citizen Advice (CA) is a non-profit organization that provides free and confidential advice to people
on many life-related issues (Citizen Advice, 2023). CA operates independently and is not influenced by any
organization.

CA provides consulting services in many areas, including:

 Welfare: Assists people in requesting benefits, financial assistance and other welfare services. Law:
Consulting on legal issues such as housing law, labor law, family law, etc
 Money: Support people in financial management, debt settlement and financial planning for the
future.
 Work: Consulting on employment, job search and career training.
 Consumer: Support people to solve problems related to purchasing, warranty, returning goods, etc.
 Health: Consulting on health issues, health care services and support for people with disabilities.

Advantage:

 Free and confidential: CA consulting services are completely free and confidential, ensuring the
privacy of service users
 Ease of access: CA has an extensive network of over 3,000 offices across the UK, making services
easily accessible.
 Expertise: CA has a team of professionally trained and experienced staff in many fields, ensuring the
provision of high quality consulting services.
 Trusted: CA is a reputable organization with more than 80 years of operation.
 Disadvantage:
 Waiting Times: Due to high demand, there may be waiting times for consultations at CA offices.
 Scope of advice: CA does not provide advice on all issues, for example complex medical issues or
in-depth legal matters.
 Service quality: Service quality may vary depending on each office and consultant.

Conclusion
Through the research process, the report has clarified the proactive solutions affecting business operations,
especially in the key areas: contracts, labor and enterprises. The analysis of different sources of law, along
with the distinction between statutory law and law developed from practice, has helped to form a
comprehensive and systematic view of the current legal basis.At the same time, the report has evaluated
recent innovative methods in Vietnam, thereby pointing out all the integrated methods that need to be further
improved. On that basis, the proposed legal solutions - including important components, mediation or
litigation - are not only feasible but also suitable for the practical operation of enterprises.Finally,
understanding the legal structure and governance mechanism of enterprises plays an important role in
making reasonable and effective strategic decisions and orienting long-term development. This is the
foundation for building a stable, transparent and sustainable business environment.

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INDIVIDUAL REFLECTIVE LOG FOR GROUP PROJECT TEMPLATE

Name: Nguyen Van Tuan
Student ID: BH01902
Group Name: Group 5
Unit: Business Law
Assignment Title: Business Law
Date:9/4/2025

Section 1: Task Completed in the Presentation

Completed Tasks in Presentation

1. Find information p4. Present p5, p6. Edit the article.

2. Create Slides/Speaker Notes

3. Prepare for Presentation

4. Summarize Group Work Experience

5. Self-Assessment

Part 2: Tasks Completed in the Group Report 1. Research Contributions

Each team member completed their assigned tasks and was responsible for their own content. The team then
worked together to review, cross-check, and edit each section to finalize the report. During this process, I
was responsible for gathering information to ensure the content was complete and accurate.

2. Report Compilation Steps

My team asked each member to be responsible for a section of content, then shared a common document for
tracking. Sections were checked for consistency. The entire team then reviewed the member's summary and
the formatted report for finalization. During this process, I was responsible for researching information,
checking content, and assisting with editing to ensure the report was clear and complete.

3. Teamwork

The coordination between members is quite smooth, each person is proactive with their work and ready to
support each other when needed. During the work process, when encountering difficulties such as duplicate
content or inconsistent opinions, we discuss openly and find reasonable solutions. Thanks to that, the group
maintains a spirit of cooperation and completes the report on schedule with good quality.

4. Self-assessment

During the group task, I actively participate in searching and selecting appropriate information, and at the
same time coordinate with members to complete the content according to the set goals. I also take on the
role of supporting the review and editing of the presentation to ensure consistency and professionalism for
the report. However, one of the difficulties I encounter is arranging time between studying and working, so
there is little time, causing personal progress to sometimes not be as expected. Learning from that
experience, I will plan more in detail and allocate time effectively to improve the quality of contributions in
future group activities.

Section 3: Overall Reflection

1. Key Learning Outcomes

The group project has helped me accumulate a lot of important practical knowledge, especially in the legal
fields such as contract law, labor law, corporate law and alternative dispute resolution (ADR). Analyzing
specific cases has broadened my perspective on how the law is applied in practice, as well as the legal and
economic impact on the parties involved.

In addition, I have improved my ability to work in a team, do legal research, think critically and present
clearly and logically. The process of collaborating with members also helped me practice communication
skills, assign work reasonably and resolve conflicts in the group effectively. These are valuable
experiences that will help me be more confident when facing legal situations in the future.

2. Improvements for Future Projects

In future group projects, I will focus more on improving my time management skills, ensuring proactive
discussions and maintaining regular communication with team members. I will also pay more attention to
reviewing content before completion, especially the parts of a complex legal nature, to ensure accuracy
and avoid omissions.