Question:
I am currently a university lecturer (public employee) at a public university in Hanoi. I am interested in engaging in business activities by becoming a capital-contributing member of a partnership company founded by a friend. Under Vietnamese law, am I allowed to do this?
Answer:
Capital Contribution Rights of Public Employees:
According to Clause 3, Article 14 of the Law on Public Employees, public employees are allowed to contribute capital but are not allowed to participate in the management or administration of enterprises, including limited liability companies, joint-stock companies, partnership companies, cooperatives, private hospitals, private schools, and private research institutions, unless otherwise specified by specialized laws.
Definition of "Enterprise Manager":
Article 4, Clause 24 of the Law on Enterprises defines an enterprise manager as a person who manages a company or a private enterprise, including:
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Owner of a private enterprise,
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General partners,
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Chairperson and members of the Members’ Council,
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Chairperson of the company,
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Chairperson and members of the Board of Directors,
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Director or General Director,
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Any individual authorized to act on behalf of the company in transactions.
Since public employees are permitted to contribute capital but not to manage or administer a company, in a partnership company, a general partner is considered a manager, while a capital-contributing member only provides capital without participating in management.
Thus, you are allowed to become a capital-contributing member in your friend's partnership company, provided that you do not hold the status of a general partner and do not directly engage in the company’s management or operations.
