Định giá vốn góp trong Luật Doanh nghiệp 2020: Nghiên cứu căn cứ phát sinh nghĩa vụ liên đới dưới lăng kính của khoa học pháp lý

Abstract

If an asset is not Vietnamese Dong or a freely convertible foreign currency or gold, but it is used to contribute capital to the establishment of the business, it will have to be valued. Accordingly, if the enterprise has two or more members participating in the valuation of that asset, Article 36 of the Enterprise Law 2020 forces them to bear joint obligations. At this point, the joint obligation they have to perform is to contribute more money or they must pay compensation for damages because they have overpriced their actual value. This article will address two issues: (i) The basis for arising joint obligations due to the determination of the value of assets contributed as capital prior to the establishment of the enterprise; (ii) The basis for arising the joint obligation from the conclusion of the valuation of assets contributed as capital during the operation. The author uses the Enterprise Law in 2020 to analyze the new features compared to the old law and find out the inadequacies of the provisions aimed at perfection.