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establish and conduct all civil transactions for the benefits of the represented person. 2.2.2. Rights and obligations of the parties in the representative relationship of JSC 2.2.2.1. Obligations and liabilities of representative for JSC The obligations include: exercising rights and duties within the scope of representation; being honest, careful; be loyal to the company’s interests; not use information, knowhow, business opportunities, position, and assets of the company for selfinterest or for the benefit of other organizations or individuals; complying with competition restrictions with the company; preservation of assets and documents assigned by the company. Regarding the handling of the representative’s liabilities for JSC when committing acts of violations: determining the liabilities of JSC’s representative must be based on the provisions of law, the company’s Charter, labor contract or power of attorney. 2.2.2.2. Obligations of the represented person to the representative The represented person (JSC) has a number of obligations to the representative such as: obligation to pay representative remuneration and reimburse relevant costs; obligation to provide information, documents, assets, and tools necessary for the representative to perform the representative obligations; obligation not to interfere with the representative’s operations. 2.2.3.3. Obligations, liabilities of the representative and JSC to the third party in the transaction established and performed by the representative In principle, if the representative carries out the representative obligations within the representative authorization, then the company shall be responsible for the rights and obligations to the third party, and the representative shall be released from liability to the third party and to the
VIETNAM ACADEMY OF SOCIAL SCIENCES GRADUATE ACADEMY OF SOCIAL SCIENCES LE VIET PHUONG REPRESENTATION OF JOINT STOCK COMPANY UNDER THE LAW OF VIETNAM Major : Economic Law Code : 38 01 07 SUMMARY OF LAW PHD THESIS HANOI, 2018 The work was completed at GRADUATE ACADEMY OF SOCIAL SCIENCES Scientific Supervisor: Assoc Prof PhD Tran Dinh Hao Reviewer 1: Prof PhD Tran Dinh Hao Reviewer 2: Assoc Prof PhD Nguyen Duc Minh Reviewer 3: Assoc Prof PhD Duong Dang Hue The dissertation will be defended before the thesis review council of the Academy at the Graduate Academy of Social Sciences at hour minute, day month year The thesis can be found at: - National Library of Vietnam - Library of Graduate Academy of Social Sciences PREAMBLE The urgency of the topic Representation in general and representation of Joint Stock Company (JSC) is a topic of legal and economic science that is early interested in the world Although there are regulations on representation of JSC in the law of Vietnam, but compared with the laws of developed countries, there are many incompatible points Awareness of status and the role of the representative in a JSC is not uniformly understood; some new regulations need to be specifically studied on the conditions of application; the internal control mechanism has not really promoted its role as expected; the support mechanism for law enforcement on representation of JSC has not been effective This situation shows that it is necessary to continue improving the law and mechanism of law enforcement on representation of JSC in our country Therefore, the research on representation of JSC under the law of Vietnam currently is very necessary in order to continue improving the legal regulations on enterprises The research purpose and tasks of the thesis The research purpose The thesis studies the theoretical and practical issues surrounding the regulations on representation of JSC, thereby forming basic theory, builds scientific foundations, and proposes solutions to amend and supplement to improve the law on representation of JSC in Vietnam today The research tasks In order to achieve the above objectives, the author identifies the following research tasks: Analysis, clarification of the basic theory on representation of JSC; analysis, evaluation of current legal status on representation of JSC in Vietnam; identification of the needs and views of improving the law on representation of JSC, thereby giving recommendations on improving the law as well as perfecting the mechanism of law enforcement on representation of JSC in Vietnam today Research object and scope of the thesis Research scope of the topic The thesis limits the research representative scope of JSC under the provisions of Business Law 2014 and Civil Code 2015 Research object of the topic The thesis focuses on studying legal provisions on representation of JSC under the law of Vietnam at present and current legal mechanism to enforce the law on representation of JSC in Vietnam Methodology and research methods of the thesis Based on the methodology of dialectical materialism and historical materialism, the thesis uses the following research methods: Normative analysis method; comparative law; legal economics; information collection; in addition, the thesis also uses a number of specific methods including analysis, synthesis, historical method, etc New scientific contributions of the thesis The thesis has the following major new contributions: 5.1 In terms of theory, the thesis contributes to clarifying a number of basic theoretical issues on representation of JSC 5.2 On assessing the current state of law and applying the law on representation of JSC in Vietnam today The thesis has pointed out the progressive and appropriate points as well as the limitations and inadequacies of the law of Vietnam on representation of JSC 5.3 Some new proposals contributing to the improvement of law and the implementation of law on representation of JSC Through studying, analyzing and evaluating the limitations and inadequacies of law and the implementation of law on representation, the thesis has proposed a number of solutions to improve the law on representation of JSC; perfecting the law enforcement mechanism for representation of JSC; and other support solutions Theoretical and practical significances Theoretical significance, the thesis will supplement and contribute to enriching the theory about representation of JSC Practical significance, the research results of the thesis has a valuable research and reference for law-making bodies, training institutions and JSCs Structure of the thesis Chapter 1: Overview of the research situation and issues related to the thesis Chapter 2: Theoretical issues of representation and the law on representation of JSC in Vietnam Chapter 3: Legal status of representation of JSC in Vietnam today Chapter 4: Solutions to develop and implement the law on representation of JSC in Vietnam today Chapter OVERVIEW OF THE RESEARCH SITUATION AND ISSUES RELATED TO THE THESIS 1.1 Overview of the research situation related to the thesis New approaches in the areas of scientific topics at ministry and facility levels, theses, dissertations and group articles: Existing theoretical studies on representation of JSC; existing studies on the status quo of representation of JSCs; research situation on solutions and recommendations to improve the law on representation of JSC in Vietnam today 1.2 General assessment of the research situation related to the thesis topic There is a general point: have formed the theoretical basis of representation, confirmed the role and the importance of representation in companies in general and a JSC in particular; 1.3 The issues will be clarified in the thesis It deepens the understanding of representation of JSC under the law of Vietnam; studies and evaluates the law on representation of JSC in accordance with Civil Code 2015 and Business Law 2014, in comparison with representation institutions of JSC in the law of some countries, pointing out unreasonable, contradictive and overlapping points; collects additional data on representative relationship in JSCs in Vietnam as evidence of the arguments as well as finds out the gaps between the law and practice of such regulations; proposes more solutions to contribute to improving the representation institutions as well as promoting the role of representative of JSC under the law of Vietnam 1.3 Theoretical foundation and approaches of the thesis General theory and specific theory, approaches and contents of the topic; analytical framework to clarify the theory; systematic approach, multidisciplinary approach, interdisciplinary approach, historical approach, logical approach, etc Conclusion of chapter At present, there are more and more research works on representation in general and representation of JSCs in particular Authors focus on resolving the issues of representative theory and the separation between the owner and the representative, as well as the monitoring mechanism to ensure that the representative fully and seriously fulfils his/her obligations; domestic authors also study, compare and learn corporate management experience of advanced countries, proposes directions to improve the law on representation of JSCs in Vietnam The research works have analyzed and evaluated the actual situation of institutional framework, legal policy of each country, territory and have similar points when assessing the actual situation, existence, limitations as well as propose solutions to improve the institution, policy on representation of JSCs These values help the author reinforce perceptions as the basis for identifying the research results that the thesis will inherit, the problems that have not been solved by the research works or need to be further studied Theoretical knowledge on the need for solutions and acquisition of international experience on this issue are important documents for comparative study between Vietnam and some other reference countries when proposing effective solutions for this issue in our country Chapter THEORETICAL ISSUES OF REPRESENTATION AND THE LAW ON REPRESENTATION OF JSC 2.1 Theoretical issues of representation and JSC’s representation 2.1.1 Conception of representation and JSC’s representation In history, the conception of representation has been formed and developed quite early and become an important institution in the law of many countries For representation of JSC, the law on JSC of the developed countries is interested in representative issue 2.1.2 Concept of representation and JSC’s representation 2.1.2.1 Concept of representation Civil Code 2015 defines: “Representation is the fact that an individual or legal entity (hereinafter referred collectively to as the representative) establishes or implements civil transactions on behalf of and for the benefit of other individual or legal entity” 2.1.2.2 Concept of JSC’s representation Scientifically, in the broadest sense, representation of a JSC, including legal representation and authorized representation, is the relationship between the representative and the JSC, accordingly, the representative identifies or implements transactions within the scope of activities of that Company on behalf of and for the benefit of the JSC 2.1.3 Classification of the representatives of a JSC 2.1.3.1 General criteria for classifying representatives There are various criteria for classifying representatives such as: authority, authorization nature, independence in representation, etc 2.1.3.2 Specific classification of the representatives of a JSC First: Legal representative of a JSC The legal representative of a JSC is an individual acting on behalf of the Company to exercise rights and obligations arising from the Company’s transactions, represents the Company as plaintiff, defendant, person with related rights and obligations to the arbitration, the court and other rights and obligations as prescribed by law Second: Authorized representative of JSC The authorization in a JSC includes internal authorization (authorized to manage the Company’s internal activities) and external authorization (authorized to act on behalf of the Company to perform its rights and obligations with third parties) 2.1.4 The role of the representative of a JSC The legal representative of company is one of the legal conditions for the company to operate normally, plays a very important role in establishing and implementing the Company’s rights and obligations 2.1.5 Obligation to comply with ethical standards of the representative of JSC The professional ethics of a representative include: i) Loyalty; ii) Honesty, prudence; iii) Compliance with the Company’s orders and reasonable instructions; iv) Keeping information confidential; v) No conflict of interest with the represented person 2.2 Theoretical issues on the regulatory scope for the representative relationship of JSC 2.2.1 Representative scope and authorization of JSC The basis for determining the representative scope and authorization is usually based on the Company’s Charter, the decision of competent authority or authorization contents Where it is not possible to specifically identify the representative scope, the legal representative shall be entitled to establish and conduct all civil transactions for the benefits of the represented person 2.2.2 Rights and obligations of the parties in the representative relationship of JSC 2.2.2.1 Obligations and liabilities of representative for JSC The obligations include: exercising rights and duties within the scope of representation; being honest, careful; be loyal to the company’s interests; not use information, know-how, business opportunities, position, and assets of the company for self-interest or for the benefit of other organizations or individuals; complying with competition restrictions with the company; preservation of assets and documents assigned by the company - Regarding the handling of the representative’s liabilities for JSC when committing acts of violations: determining the liabilities of JSC’s representative must be based on the provisions of law, the company’s Charter, labor contract or power of attorney 2.2.2.2 Obligations of the represented person to the representative The represented person (JSC) has a number of obligations to the representative such as: obligation to pay representative remuneration and reimburse relevant costs; obligation to provide information, documents, assets, and tools necessary for the representative to perform the representative obligations; obligation not to interfere with the representative’s operations 2.2.3.3 Obligations, liabilities of the representative and JSC to the third party in the transaction established and performed by the representative In principle, if the representative carries out the representative obligations within the representative authorization, then the company shall be responsible for the rights and obligations to the third party, and the representative shall be released from liability to the third party and to the 11 Chapter LEGAL STATUS OF REPRESENTATION OF JSC IN VIETNAM TODAY 3.1 The provisions of law on representative models of JSCs in Vietnam 3.1.1 JSC model with only one legal representative Regarding the representative scope and authorization: the legal representative is not restricted to the representative scope and authorization suitable to the business conditions of JSCs registered with the State agency 3.1.2 JSC model with a number of legal representatives From Business Law 2014, a LLC and JSC may have one or more legal representatives The company’s Charter shall specifies the number, managerial title, rights and obligations of these legal representatives In this model, the determination of the representative scope and authorization among legal representatives of JSC is a complex issue both in theory and practice 3.1.3 Authorization cases of JSC 3.1.3.1 JSC authorizes branches, representative offices The regulations of authorizing branches and representative offices have conflicts between Business Law 2014 and Civil Code 2015, as the branches and representative offices are dependent units of a company and not have legal status 3.1.3.2 JSC authorizes other individuals, legal entities to establish and perform a specific task, such as: seeking customers, buying or selling company assets, negotiating contracts, signing contract, recruiting personnel, advertising; representing the JSC as the plaintiff, defendant, person with related rights and obligations to the arbitration or the court, etc 3.1.3.3 The manager of company authorizes other individuals to perform the duties of the Company’s manager 12 Essentially, this case does not fall within the representative relationship that JSC is a party in the representative relationship However, this authorization relationship is indirectly related to the company’s rights and interests Authorization cases of the company’s manager include: Chairman of the Board of Directors authorizes members of the Board; Director/General Director authorizes other person to perform the rights of Director/General Director; members of the Board authorize other persons to attend the Board meetings; legal representative authorizes another person to carry out the legal representative’s rights and obligations 3.1.4 Actual situation of representative model of JSC based on the position and relationship with the company’s owner 3.1.4.1 Position held by the legal representative in JSC The majority of companies surveyed selects the model that Director/General Director is the legal representative (76%); Chairman of the Board of Directors as the legal representative only accounts for 24% All JSCs which have two legal representatives specify Chairman of the Board and Director/General Director as legal representatives in accordance with the provisions of Business Law 2014 3.1.4.2 Legal representative is concurrently the company’s shareholder The survey results show that 93/106 (87.7%) legal representatives own shares in JSC which those people are legal representatives Of the 13 legal representatives who not own shares in the company (12.3%), some companies hire Director/General Director and appoint them as the legal representative; some companies have all shareholders as legal entities or major shareholder as state-owned entities or legal entity owning controlling shares, therefore, major shareholders will introduce their representative participating in the Board of Directors and the legal representative of the company 3.1.4.3 Legal representative is concurrently the member of the company’s 13 Board Although 76% of JSCs select Director/General Director as their legal representative, but the survey results show that 97.2% of legal representatives are concurrently members of the member of the company’s Board of Directors This shows that companies both promote the role of the legal representative, and expect the legal representative not only to follow the resolution of the Board of Directors, but also to take part in the decisions of the Board and organize the implementation of such decision; at the same time, shareholders also want to closely control the implementation of the rights and obligations of the legal representative through the Board of Directors 3.2 The provisions of law on establishing the legal status of the representative in JSC in Vietnam 3.2.1 Establishing legal status of the legal representative of JSC The grounds to establish legal status of the legal representative include: (i) Decision of competent authority; (ii) The Charter of company; (iii) Resolution of the Board of Directors on change of legal representative; and (iv) Decision of competent court appointing legal representative who participates in court proceedings in special cases 3.2.2 Establishing legal status of the authorized representative of JSC The grounds to establish legal status of the authorized representative of JSC are usually valid authorization document between the company or the company’s manager and the authorized person or a power of attorney between the company and other individuals or legal entities 3.3 The provisions of law on handling transactions performed by person without representation rights or beyond representative authorization scope of JSC 3.3.1 Handling the cases where transactions are performed by person without the representation rights 14 A person who does not have the representation rights of JSC but establishes, conducts one or several transactions with a third party on behalf of the company, in principle, will not be effective for the company However, the following cases will still cause rights and obligations of JSC: (i) The transaction has been acknowledged by the JSC; (ii) The JSC knows without objection within a reasonable period of time; (iii) The JSC has fault causing that the third party has not known or could not know the fact that the person established or performed transaction with him/her does not have representation right 3.3.2 Handling the cases where transactions are beyond the representative authorization scope Transactions established and performed by the representative but beyond the representative authorization scope also will not cause rights and obligations of JSC Exceeding the scope of representative authorization may occur in the following circumstances: (i) excess of time; (ii) excess of space; (iii) beyond the scope of work, representative authorization However, the law recognizes three cases of transactions beyond the scope of representative authorization that may still be effective, including: (i) The JSC has agreed; (ii) The JSC knows without objection within a reasonable period of time; (iii) The JSC has fault causing that the third party has not known or could not know the fact that the person established or performed transaction with him/her is beyond the representation scope 3.4 The provisions of law on supervision mechanism of the representative in JSC 3.4.1 Supervision through the role of the Board of Supervisors The Board of Supervisors acts as an authorized body on behalf of the General Meeting of Shareholders to supervise the Board of Directors, Director/General Director and other officers in the management and operation of the company However, the role of the Board of Supervisors is 15 now quite fuzzy, the independence in the inspection is very limited and just a formality 3.4.2 Supervision through independent members of the Board of Directors Independent members of the Board play an important role in monitoring, reducing the risk of abuse of rights of the company’s manager 3.4.3 Supervision through the Board of Directors The Board of Directors has the right to supervise Director/General Direct and other officers, including legal representative in performing the assigned tasks 3.4.4 Supervision through other mechanisms Company shareholders can also supervise the company’s representative through the following methods: Serious and transparent disclosure of information; direct supervision of shareholders 3.5 Assessing the legal status and applying the law on representation of JSC in Vietnam 3.5.1 Assessing the evolution of the law of Vietnam in the regulations on the representation of JSC History of representation institution of JSC shows the development process in both theory and practice The evolution of the law of Vietnam on representation institution of JSC is reflected in the following issues: First: From the fact that the law did not prescribe the existence of a JSC before the 1990s of the 20th century to the regulations that a JSC has only one legal representative of the period before 2015, and the recognition of JSC model with one or more legal representatives is a development process and shows a clear improvement in the legislative thinking of the state Second: Regarding the scope of representative authorization, the law has prescribed more clearly the grounds for determining the representation scope Third: A representative may be an individual or a legal entity Fourth: Regarding the 16 right to substitute the legal representative under the law of the Board of Directors, Business Law 2014 specified more broadly Fifth: The authorization to appoint legal representative under the law of court is a new and progressive point Sixth: More clearly addition on how to define the representation term Seventh: Indirectly recognizing representation is a profession and can commercialize the representative relationship Eighth: The application of the law on representation and corporate management rules is strictly complied by listed JSCs Ninth: The information disclosure of JSCs is done by the public companies quite seriously Tenth, the fact that the law of Vietnam forces the public companies apply international standards of corporate management as recommended by the OECD is considered as a great progress in the process of integration 3.5.2 Assessing some limitations and inadequacies of the law on representation institutions of JSC in Vietnam In addition to the above-mentioned advances, in the implementation and application of the representation institutions of JSC, there are some limitations, inadequacies or overlaps in the legal documents, such as: regulations on the representative’s obligations for the JSC; the JSC’s obligations for the representative; supervision mechanisms for the representative; representation scope; representation term; termination of representation; the regulations on limiting competition with the company in case the representative is not a member of the Board of Directors, Director/General Director are opened; inadequacies in JSC’s authorization regulations to branches, representative offices; the authority to designate the legal representative of the Court in the case the company participates in arbitral proceedings Conclusion of chapter The regulations on representation of JSC in the law of Vietnam just appeared in the late 20th century, but along with the process of perfecting 17 the law on JSC, the regulations on representation of JSC have also had positive developments, showing remarkable progress in legislative thinking The current legal regulations on representation of JSC show that we have not yet established a complete legal framework for this issue In each legal regulation on each issue of the representative relationship of JSC, there are still inadequacies and shortcomings that need to be amended and supplemented It is necessary to study the tools, supervision mechanisms and methods for better supervision for the company’s manager in general and the company’s representative in particular in order to ensure that the company’s manager can perform responsibilities, tasks and rights assigned by the company and the company’s owner in the best manner 18 Chapter SOLUTIONS TO DEVELOP AND IMPLEMENT THE LAW ON REPRESENTATION OF JSC IN VIETNAM TODAY 4.1 Orientation to complete the law on representation of JSC 4.1.1 The point of view on the completion of the law on representation of JSC in Vietnam today Vietnam needs to develop synchronously, improve the quality and effectively implement the legal system in general and business law in particular in order to ensure an equal, transparent competitive environment, complete mechanisms to help shareholders control the legal representative’s behavior in the company 4.1.2 Orientation to complete the law on representation of JSC in Vietnam today Orientation to complete the law on representation of JSC in Vietnam today is based on the following principles: Firstly: Completing the law on company in general, representation institution in JSC in particular is an objective request in order to perfect the socialist-oriented market economy in our country Secondly: Completing the law on representation in JSC should meet the comprehensiveness and synchronism Thirdly: Ensuring the freedom of business Fourthly: Requirements for improving effectiveness and efficiency in state management of the operation of JSC, especially public companies 4.2 A number of solutions to develop and implement the law on representation of JSC in Vietnam today 4.2.1 Group of solutions to perfect the provisions of law on representation in JSC 4.2.1.1 Completing the regulations on legal representative of the company Firstly: Adding regulations that the Board of Directors has right to 19 appoint the legal representative in the case where the JSC has more than one legal representatives but exit from Vietnam without authorizing other persons to exercise their rights and obligations, or being imprisoned, restricted, dead, or lost capacity for civil acts Secondly: Adding regulations on legal representation term (by term or by labor contract) 4.2.1.2 Completing the regulations on authorization of JSC Firstly: Amending the regulations on the authorized representative of branches, representative offices of JSC to suit the conditions of the represented subject Secondly: Systematizing the cases of authorized representation in JSC in order to ensure the tightness and consistency 4.2.1.3 Unifying the regulations on representation to handle transaction consequences due to the excess of the scope of representative authorization and transactions established and performed by a person without authorized representation Articles 142 and 143 of current Civil Code have two different ways of using words that are not uniform and difficult to distinguish between “recognition” and “consent”, because both words represent that the represented person recognizes and receives the results from transactions established and performed by a person not having authorized representation or beyond the scope of representative authorization without requesting the declaration of invalidation of those transactions 4.2.1.4 Completing supervision mechanism of company and shareholders for the representative’s behavior Firstly: Completing the regulations on the Board of Supervisors The current law mainly gives the Board of Supervisors the right to control the behaviors of the Board of Directors and Director/General Director, i.e the control is attached to the management and operation 20 apparatus but not attached to the functions and duties of the assigned manager, therefore, if a person who is not the Chairman of the Board of Directors or Director/General Director is the representative, then the Board of Supervisors will face difficulties in controlling his/her behavior Secondly: Completing the regulations on independent member of the Board of Directors In addition to the regulations on quantity, standards, conditions, procedures to elect and dismiss independent member of the Board of Directors, the Business Law should supplement specific provisions on the rights and obligations in supervising and implementing the control of the management and operation activities in the company; obligations to warn the Board of Directors of violations of the Chairman of the Board of Directors, Director/General Director, legal representative or other officers in the company; obligations to report to the General Meeting of Shareholders about the control results for the Board of Directors and other officers, etc Thirdly: Improving the quality of audit reports In addition to the annual audited financial statements of the JSC, the law should empower shareholders or the Board of Supervisors or independent members of the Board of Directors may request another audit agency to inspect the truthfulness of the data of the company’s financial statements Fourthly: Completing the provisions on competition restrictions of the company’s manager for the company It is inappropriate that the members of the Board of Directors, Director/General Director must present to the Board of Directors and the Board of Supervisors, and it is inappropriate that the Board of Directors and the Board of Supervisors supervise the representative in case the company have several legal representatives, including persons who are not 21 members of the Board of Directors or Director/General Director Therefore, Clause Article 159 of Business Law needs to be amended and supplemented so that the legal representative is responsible for presenting to the Board of Directors and the Board of Supervisors on behalf of himself/herself or other persons to exercise the work within the business scope of the company 4.2.1.5 Completing the legal provisions on the representative’s responsibilities Business Law should amend and supplement the fact that the representative is exempt from liability for a breach of representation obligation if for reason beyond the control of the representative, such as the representative has done or has not done something on the advice of the company’s consultants or based on information provided by employees that he/she has reason to believe that the information is correct 4.2.2 Solutions to improve the law enforcement mechanism on representation in JSC 4.2.2.1 Detailed guidance on the issuance of the company’s Charter Charter is a specific version of the Business Law into each certain enterprise The law empowers quite great self-determination for companies when it allows many of the company’s regulations in the Charter are different with the general provisions of Business Law, therefore, it is necessary to study to supplement the Decree guiding the implementation of Business Law, and specific guidance on the issuance of the Charter related to the method of electing, appointing or dismissing the legal representative; standards, conditions, the scope of representation authorization of JSC; responsibilities of JSC for transactions established or performed by the representative; the security of JSC for the representative to perform the task, etc 4.2.2.2 Improving the State management capacity of competent authorities 22 - Strengthening the inspection and supervision of the competent authorities’ activities for JSC; consolidating and improving the operation efficiency of the business registration agency, the State securities commission, the Stock Exchange, tax agencies, custom agencies, etc - Improving the quality of dispute resolution in corporate management of judicial agencies (court, arbitration) 4.2.2.3 Improving the quality of information disclosure of JSC 4.2.3 Other support solutions - Enhancing legal awareness, the sense of respect for the law of subjects in the representative relationship - Applying international standards in corporate management - Completing the mechanism to assist the JSCs in defining responsibilities and rights in case the company has more than one legal representative - Establishing a profession and skill training program for the legal representative of enterprises in general - Developing a code of ethics for the representative - Recommendation for the establishment of representative association - Recommending that JSCs should have a team of legal advisors - Ensuring the right to self-defense of shareholders for the violation of the manager in general and the representative in particular - Responsibility insurance of the representative Conclusion of chapter Through the research process, the author draws the following conclusions: The improvements of the law as well as the application of the law on representation of JSCs in Vietnam currently contribute to improving the business performance of JSCs in integration condition; protect legal 23 rights and interests of shareholders and contribute to perfecting the socialist-oriented market economy in our country In order to achieve this objective, it is necessary to base on the right points of view and orientations, creating the premise for specific solutions, resolving pressing problems set out by the legal practice on representation of JSC in Vietnam The solutions to improve the law on representation of JSC set forth in Chapter of the thesis derive from the study of legal status on representation of JSC currently in Vietnam as well as the research of theoretical bases in this field The implementation of the solutions does not only requires the State to amend and supplement the law on representation institutions but also needs the efforts of the representatives in carrying their obligations and needs the support and coordination of the State competent agencies as well as general awareness of the whole society CONCLUSION After studying the law on representation of JSC in Vietnam today, the thesis draws some conclusions as follows: The results of the document study show existing studies on the representation of JSC, thereby inheriting the existing results, and selecting research issues left open for the author’s thesis Through the document study, the author can clearly show the theoretical basis, research methods as a guideline for the implementation of the thesis From theoretical issues, the thesis focused on clarifying the concept, characteristics, classification of JSC’s representation; the role of representation; rights and obligations of the parties in the representative relationship, and professional ethics of representative; representative authorization scope; representation term and termination of representative 24 relationship Clarifying the nature of the representative relationship of JSC that the representative shall establish and carry out transactions on behalf of and for the benefits of JSC When the representative acts within the scope of representation, the rights and obligations from that act will be legally binding on the company Regarding the legal status of representation of JSCs in Vietnam: The thesis has analyzed legal norms according to the historical development process of the representation institutions of JSC and according to the relationship between the Business Law and Civil Code Along with the collection of information on the actual status of legal representative at some public JSCs and JSCs newly established, the thesis points out inadequacies in law and legal application on representation of JSCs in Vietnam today In order to ensure that the company’s manager can perform responsibilities, duties, rights assigned by the company and its owner in the best manner, it is necessary to study the tools, supervision mechanisms and methods for better supervision for the company’s manager in general and the company’s representative in particular The further improvement of existing legal regulations and the development of new solutions to improve the law as well as the legal application on representation of JSCs in Vietnam today contribute to improving the State management capacity in economy; enhance business performance of JSCs in integration condition; and protect the lawful interests of shareholders THE PUBLISHED WORKS OF THE AUTHOR RELATED TO THE THESIS Le Viet Phuong, Discussion about the representative of JSCs in Vietnam, Democracy and Law Magazine, No (305)/2017 Le Viet Phuong, Authorized representative in JSCs in Vietnam, Education and Society Magazine, special issue 8/2017 Le Viet Phuong, Identification of authorized cases in JSCs in Vietnam, Social Science Human Resource Magazine, No 09(52), 2017 Le Viet Phuong, Establishment of legal status of representative in JSCs in Vietnam, Procuratorate Science Magazine, No 5(19), 2017 ... Assessing the evolution of the law of Vietnam in the regulations on the representation of JSC History of representation institution of JSC shows the development process in both theory and practice The. .. and inadequacies of the law of Vietnam on representation of JSC 5.3 Some new proposals contributing to the improvement of law and the implementation of law on representation of JSC Through studying,... Structure of the thesis Chapter 1: Overview of the research situation and issues related to the thesis Chapter 2: Theoretical issues of representation and the law on representation of JSC in Vietnam