Can a general partner own a sole proprietorship?

My name is An and I am a Director as well as a general partner of a partnership. I am going to open a sole proprietorship. Therefore, could you tell me whether I can be an owner of this sole proprietorship or not.

FDVN’s opinions:

Thank you for concerning FDVN’s legal services. Regarding your consulting requests, after studying the relevant legal documents, FDVN Law Firm would like to give you the following advice:

[1]. According to Article 177 of Law on Enterprises 2020 providing about the partnership:

“1. A partnership means an enterprise of which:

a) At least 02 partners are co-owner of the company who run a business together in a common name (hereinafter referred to as general partner). Apart from general partners, the company may have contributing partners;

b) General partners are individuals who are responsible for the company’s obligations with all of their property;

c) Contributing partners are only liable for the company’s debts up to the value of capital contributed to the company.

2. A partnership has its own legal status from the issuance date of the Certificate of Business registration.

3. Partnerships must not issue any kind of shares.”

[2]. Comparing with the information you provide, according to the provisions at Clause 1, Article 180 of the Law on Enterprises 2020 stipulating the restriction on rights towards general partners, what a general partner must not do is:

“1. A general partner must not own a sole proprietorship or hold the position of general partner of another partnership, unless otherwise agreed by other general partners.”

Thus, if there is the consent of the remaining general partners, you, even as a general partner, will have the right to own a sole proprietorship.

Above is the advisory opinion of FDVN related to your consulting request on the basis of researching legal regulations. Hopefully, the advice of FDVN will be useful to you.

Nguyen Thi Lan Anh – FDVN  Law Firm

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