Decree No. 294/2026/ND-C on Artels

 

DECREE

ON ARTELS

Pursuant to the Civil Code No. 91/2015/QH13;

Pursuant to the Law on Government Organization No. 63/2025/QH15;

Pursuant to the Law on Organization of Local Governments No. 72/2025/QH15;

Pursuant to the Law on Cooperatives No. 17/2023/QH15;

At the request of the Minister of Finance of Vietnam;

The Government promulgates a Decree on Artels.

Chapter I

GENERAL PROVISIONS

Article 1. Scope

This Decree provides for the establishment, organization, operation and shutdown of artels; State policies on development of artels; and other matters related to the operation of artels.

Article 2. Regulated entities

This Decree applies to:

1. Artels and their members.

2. Relevant regulatory authorities, organizations and individuals.

Article 3. Definitions

For the purpose of this Decree, the terms below are construed as follows:

1. “Artel” means an organization without juridical person status, which is established under a cooperation contract voluntarily entered into by at least 02 members that jointly contribute capital and/or labour to carry out certain tasks, and jointly enjoy benefits and bear responsibility.

2. “Cooperation contract” means a written agreement which is voluntarily entered into by the artel’s members and bears signatures of all members of the artel. Contents of the cooperation contract must not be contrary to relevant regulations of law, and shall include: the purposes and duration of cooperation; the full name, personal identification number and place of residence of an individual member; the name, legal document number and headquarters of a juridical person member; the contribution of each member; the method of distribution of yields/incomes; the rights and obligations of the artel’s members; the rights and obligations of the representative (if any); the conditions for admission and termination of membership (if any); and the conditions for shutdown of the artel.

3. “Contribution of an artel’s member” comprises the stake contributed in the form of assets and the labour contributed by that member, which have been contributed or committed to be contributed to the artel as prescribed in the cooperation contract.  The contribution value of an artel’s member shall be determined in accordance with Article 30 of this Decree.

4. “Cooperation duration” means the period of time during which the artel’s members agree to cooperate with each other, as specified in the cooperation contract. The cooperation duration shall be determined according to provisions of Articles 144 through 148 of the Civil Code. If the parties fail to reach an agreement on the cooperation duration, the cooperation duration will end upon termination of the cooperation contract as prescribed in Article 512 of the Civil Code.

5. “Registered artel” means an artel that is required to register, or wishes to register, as prescribed in clause 2 Article 107 of the Law on Cooperatives No. 17/2023/QH15, and that has been issued with an artel registration certificate by the competent business registration authority.

6. “Unregistered artel” means an artel other than those prescribed in clause 5 of this Article. Each unregistered artel shall be issued with a unique artel code on the Cooperative Registration Information System. The code of an unregistered artel shall be used throughout the artel’s operation, including where there is a change of information, and must not be issued to another artel.

7. “Copy” means a document copied from the master register, or certified true to the original by a competent authority or organization, or compared against the original by the commune-level People’s Committee (the business registration authority) when processing the notification or registration procedure for the artel.

8. “Original” means a document that is complete in terms of its contents and format, and is created from a paper document bearing the handwritten signature of the competent person, or from an electronic document bearing the digital signature of the competent person.

Article 4. Prohibited acts, and principles governing organization, management and operation of artels

1. Prohibited acts related to artels are those prescribed in clauses 2 and 3 Article 7 of the Law on Cooperatives No. 17/2023/QH15.

2. An artel shall operate following the principles set out in clauses 1, 2, 4, 5, 6 and 7 Article 8 of the Law on Cooperatives No. 17/2023/QH15.

Article 5. Rights of an artel

1. Have its own name.

2. Engage in business lines that are not banned by law; and engage in conditional business lines in accordance with law.

3. Engage in business cooperation with individuals and organizations to expand production and business operations in accordance with law.

4. Open and use payment accounts at payment service providers in accordance with relevant regulations of law.

5. Establish and perform civil transactions in accordance with this Decree, Article 508 of the Civil Code, and other relevant laws.

6. Benefit from the State’s support policies where it satisfies the criteria prescribed in this Decree and subject to the State’s resource-balancing capacity.

7. Amend the cooperation contract and adjust the cooperation duration as agreed by the artel’s members.

8. Exercise other rights in accordance with law and the cooperation contract.

Article 6. Obligations of an artel

1. Ensure the lawful and legitimate rights and interests of its members, employees, and other relevant organizations and individuals.

2. Fully and promptly perform its obligations towards its members, employees, and other relevant organizations and individuals.

3. Comply with the terms and conditions of the cooperation contract, the Civil Code and other relevant regulations of law.

4. Submit reports and update information on its operation in accordance with law and at the request of competent authorities.

5. Fulfill tax, fee, charge and other financial obligations in accordance with relevant regulations of law.

6. Perform other obligations as prescribed by law.

Chapter II

STATE POLICIES ON DEVELOPMENT OF ARTELS

Article 7. Principles for implementation of State policies on development of artels

1. Ensure publicity and transparency regarding contents, entities, order, procedures, resources, support levels and implementation results.

2. Be implemented in a manner consistent with the Master Program on Development of the Collective Economy, and in accordance with the State’s resource-balancing capacity in each period.

3. Where an artel concurrently satisfies the conditions of different support levels under the same policy and at the same time in accordance with the Law on Cooperatives No. 17/2023/QH15 and other relevant regulations of law, the artel may choose the most beneficial support level.

Article 8. Criteria for benefiting from policies

An artel shall be considered for benefiting from State policies where it satisfies the following criteria:

1. It holds an artel registration certificate;

2. It is not currently serving a decision on handling of an administrative violation for a prohibited act prescribed in clause 2 Article 7 of the Law on Cooperatives No. 17/2023/QH15;

3. It satisfies one of the following criteria at the time of submitting the application for registration of support needs:

a) In the 02 years immediately preceding the year of submitting the application for registration of support needs, its number of members increased in at least 01 year compared to the preceding year;

b) It has members or employees who have participated in education, training, dissemination, refresher or retraining courses organized by the artel itself or by other organizations, with documentary evidence thereof;

c) It was established no more than 60 months prior in a disadvantaged or extremely disadvantaged socio-economic area as prescribed by law.

4. Where multiple artels satisfy clauses 1, 2 and 3 of this Article, the artel to benefit from the policy shall be selected in the following order of priority:

a) A greater number of members;

b) A greater number of members with disabilities;

c) A greater number of members who are ethnic minorities;

d) A greater number of members and employees participating in compulsory and voluntary social insurance;

dd) Having a woman in a managerial position, or having more female members, or employing more female workers;

e) Operating in a disadvantaged or extremely disadvantaged socio-economic area as prescribed by law;

g) Participating in linkages to form value chains or industry linkage clusters, in association with the green economy, circular economy, knowledge economy, organic agriculture, climate change adaptation, and digital transformation for the purpose of sustainable development;

h) Organizing or participating in community welfare activities.

Article 9. Support policies for artels

An artel that satisfies the criteria prescribed in Article 8 of this Decree shall enjoy the same State support policies as cooperatives under the Law on Cooperatives, adapted to the nature and characteristics of artels, and other relevant laws.

Article 10. Support policies for artels converting into cooperatives

1. Support policies for artels converting into cooperatives shall be implemented in accordance with clauses 1, 3, 4 and 5 Article 109 of the Law on Cooperatives No. 17/2023/QH15.

2. An artel converting into a cooperative shall be provided with free consultancy and guidance on tax administrative procedures and accounting regimes for a period of up to 03 years from the date of issuance of its first cooperative registration certificate.

3. The provincial-level People’s Committee shall assign a specialized agency, or decentralize to relevant agencies and units, to provide free consultancy and guidance on tax administrative procedures and accounting regimes for artels converting into cooperatives as prescribed in clause 2 of this Article.

Chapter III

MEMBERS OF AN ARTEL

Article 11. Conditions for becoming a member of an artel

A member of an artel must satisfy the following conditions:

1. If an individual, being a Vietnamese citizen with civil act capacity appropriate as prescribed in Articles 16 to 24 of the Civil Code, the Labor Code, and other relevant laws.

2. If an organization, being a Vietnamese juridical person with civil legal capacity appropriate to the artel’s operational objectives.

3. Voluntarily joining and accepting the contents of the cooperation contract.

4. Committing to contribute assets and labour as prescribed in the cooperation contract.

5. Satisfying other conditions prescribed in the cooperation contract.

Article 12. Rights of an artel’s member

1. Enjoy yields/incomes earned from the artel’s operation.

2. Participate in deciding matters relating to the performance of the cooperation contract, and the management and supervision of the artel’s operation.

3. Withdraw from the artel for a legitimate reason and with the consent of more than fifty percent (50%) of the total number of the artel’s members, or as prescribed in the cooperation contract.

4. Be returned part or all of its contribution as prescribed in the cooperation contract and relevant laws upon withdrawal from the artel.

5. Lodge complaints and denunciations and initiate lawsuits in accordance with law.

6. Exercise other rights prescribed in the cooperation contract and relevant laws.

Article 13. Obligations of an artel’s member

1. Participate in deciding matters relating to the performance of the cooperation contract, and the supervision of the artel’s operation.

2. Be liable for debts and financial obligations arising during the artel’s operation in accordance with the cooperation contract and law.

3. Compensate for damage caused by its fault to the artel and other members in accordance with law and the cooperation contract.

4. Comply with the operational objectives and the provisions of the cooperation contract, and fulfill the contribution obligations of each member for the common objectives and benefits of the artel.

5. Fully contribute assets and labour as committed, on schedule, in accordance with the cooperation contract.

6. Perform other obligations prescribed in the cooperation contract and relevant laws.

Article 14. Procedures for admission of members to an artel

The artel’s members shall agree on the procedures and conditions for admission of members and record them in the cooperation contract. Where the cooperation contract does not provide for this, a member shall be admitted to the artel according to the following procedures:

1. An individual or juridical person that satisfies the conditions prescribed in Article 11 of this Decree and wishes to join the artel shall submit a written application, or express such wish directly, to the artel’s head (or the person authorized to represent the artel’s members).

2. The artel’s head (or the person authorized to represent the artel’s members) shall seek the opinions of all of the artel’s members, whether directly or indirectly, on the admission of the member. Where more than fifty percent (50%) of the total number of the artel’s members agree, the admission of such member shall be approved.

3. On the basis of the result approved under clause 2 of this Article, the artel’s head (or the person authorized to represent the artel’s members) shall add and record the name of the individual or juridical person in the cooperation contract. The individual or juridical person shall be recognized as a member of the artel from the time it signs the cooperation contract to confirm its membership.

Article 15. Termination of membership of an artel’s member

1. Membership of an artel’s member shall be terminated upon occurrence of any of the following events:

a) The artel is shut down as prescribed in Article 21 of this Decree;

b) The member that is an individual dies, or is declared dead by a court, except the case prescribed in point a clause 1 Article 33 of this Decree;

c) The member that is a juridical person ceases to exist, except the case prescribed in clause 4 Article 33 of this Decree;

d) The member voluntarily withdraws from the artel as prescribed in clause 3 Article 12 of this Decree;

dd) The member seriously violates the cooperation contract or other relevant laws.

2. The artel’s members shall agree on the decision-making authority and procedures for termination of membership and record them in the cooperation contract. Where the cooperation contract does not provide specifically, termination of membership in the cases prescribed in points d and dd clause 1 of this Article shall be carried out as follows:

a) The artel’s head (or the person authorized to represent the artel’s members) shall compile and propose a list of members who voluntarily withdraw or whose membership is to be terminated at the next meeting of members, for the members to consider and decide;

b) Termination of membership shall be approved where more than fifty percent (50%) of the total number of the artel’s members agree, which shall be recorded in the meeting minutes, specifying the exact percentage (%) of members in favour;

c) On the basis of the meeting minutes referred to in point b of this clause, the artel’s head (or the person authorized to represent the artel’s members) shall, on behalf of the artel, notify all members of the termination of membership and remove the member’s name from the artel within 05 working days from the date of the members’ meeting. Membership shall terminate from the time the member’s name is struck from the cooperation contract.

3. The rights and obligations of a member whose membership is terminated shall be agreed by the members and recorded in the cooperation contract. Where the cooperation contract does not provide for this, Article 32 of this Decree shall apply.

4. Where a member’s membership is terminated as prescribed in point dd clause 1 of this Article, that member shall be determined to be the party in breach of the contract and shall bear civil liability in accordance with the Civil Code and other relevant laws.

5. Termination of membership of an artel’s member shall not terminate the rights and obligations of that individual or juridical person which were established or performed before its withdrawal from the cooperation contract, unless otherwise agreed by the parties.

Chapter IV

ESTABLISHMENT AND SHUTDOWN OF ARTELS

Article 16. Principles for carrying out procedures for establishment, change, and shutdown of artels

1. For a registered artel, the application, order and procedures for registration of the artel shall comply with regulations of law on registration of artels, cooperatives and cooperative unions.

2. For an unregistered artel, the application, order and procedures for notification shall comply with this Decree. The time limit for the artel to modify its notification dossier for establishment, change or shutdown is 10 days from the date the commune-level People’s Committee issues its notice; after this time limit, if the artel fails to submit a complete notification dossier, its notification dossier previously submitted shall no longer be valid, and the commune-level People’s Committee shall cancel the artel’s notification dossier.

3. Online notification procedures for an unregistered artel shall comply with the following principles:

a) The person submitting the notification dossier shall log in to the National Public Service Portal or the national identification application using an electronic identification account to access the Cooperative Registration Information System;

b) A notification dossier submitted online shall consist of the documents prescribed in this Decree, presented in the form of electronic documents or electronic data in accordance with law. A notification dossier submitted online shall have the same legal validity as a physical notification dossier.

Article 17. Establishment of an artel

1. An artel shall be established by individuals and/or juridical persons wishing to mobilize its establishment.

2. The main contents concerning the establishment, organization and operation of the artel shall be discussed and agreed by the artel’s members and recorded in the cooperation contract.

3. An unregistered artel shall notify its establishment within 05 working days from the time its members sign the cooperation contract, as follows:

a) The artel’s head (or the person authorized to represent the artel’s members) shall send the notification dossier of establishment to the commune-level People’s Committee in charge of the area where the artel operates, and shall be responsible for the truthfulness and accuracy of the information in such notification dossier;

b) The notification dossier of establishment shall include: the notice of establishment of the artel (Form No. 1); the cooperation contract (Form No. 2); a copy or the original of the minutes of the artel’s meeting on election of the artel’s head (where the artel’s head submits the notification dossier); and a copy or the original of the letter of authorization bearing signatures of all members of the artel (where the person authorized to represent the artel’s members submits the notification dossier);

c) The notification dossier of establishment shall be sent to the commune-level People’s Committee by one of the following methods: directly; by post; or online;

d) For a notification dossier submitted directly or by post, the commune-level People’s Committee shall update it on the Cooperative Registration Information System upon receipt. Where the information declared in the notification dossier is incomplete or inaccurate as prescribed in point b of this clause, the commune-level People’s Committee shall give a written notice, clearly stating the reasons and required modifications, to the person submitting the notification dossier upon receiving it;

dd) For a notification dossier submitted online, information on the artel shall be updated on the Cooperative Registration Information System upon processing the dossier. Where the information declared in the notification dossier is incomplete or inaccurate as prescribed in point b of this clause, the commune-level People’s Committee shall send an online notice, clearly stating the reasons and required modifications, to the person submitting the notification dossier upon processing it;

e) An unregistered artel shall be established from the time all of its members sign the cooperation contract.

Article 18. Changes in information on an artel

1. An artel shall notify the commune-level People’s Committee or the commune-level business registration authority of any change in:

a) Name of the artel;

b) Address of the artel;

c) Business lines (if any);

d) Total value of contributions;

dd) Members of the artel;

e) Tax registration information (if any).

2. An unregistered artel shall notify any change in the above contents within 05 working days from the date of the change, as follows:

a) The artel’s head (or the person authorized to represent the artel’s members) shall send the notification dossier of change to the commune-level People’s Committee of the place where the artel operates;

b) The notification dossier of change shall include: the notice of change of the artel (Form No. 1); the cooperation contract (Form No. 2); a copy or the original of the minutes of the artel’s meeting on election of the artel’s head (where the artel’s head submits the notification dossier); and a copy or the original of the letter of authorization bearing signatures of all members of the artel (where the person authorized to represent the artel’s members submits the notification dossier);

c) The notification dossier of change shall be sent to the commune-level People’s Committee by one of the following methods: directly; by post; or online;

d) For a notification dossier submitted directly or by post, the commune-level People’s Committee shall update it on the Cooperative Registration Information System upon receipt. Where the information declared in the notification dossier is incomplete or inaccurate as prescribed in point b of this clause, the commune-level People’s Committee shall give a written notice, clearly stating the reasons and required modifications, to the person submitting the notification dossier upon receiving it;

dd) For a notification dossier submitted online, information on the artel shall be updated on the Cooperative Registration Information System upon processing the dossier. Where the information declared in the notification dossier is incomplete or inaccurate as prescribed in point b of this clause, the commune-level People’s Committee shall send an online notice, clearly stating the reasons and required modifications, to the person submitting the notification dossier upon processing it.

Article 19. Name of an artel

1. An artel is entitled to choose its own name in accordance with clause 2 of this Article, which must not be identical to the name of another artel in the same commune-level administrative division. The proper name of an artel shall be regarded as identical to that of another artel where they are written exactly the same, regardless of upper or lower case, except for artels that have been shut down.

2. The name of an artel shall consist of only the following two elements:

a) The phrase indicating the business type “Tổ hợp tác” (“Artel”); and

b) The proper name of the artel. The proper name shall be written using letters of the Vietnamese alphabet and the letters F, J, Z and W, which may be accompanied by numerals and symbols. Words or symbols that offend the nation’s historical, cultural or ethical traditions and fine customs must not be used in the proper name of an artel. Phrases that may cause confusion with other types of organizations under Vietnamese law must not be used in the name of an artel.

Article 20. Conversion of an artel into a cooperative

1. Conversion of an artel into a cooperative shall be carried out in accordance with Article 108 of the Law on Cooperatives No. 17/2023/QH15.

2. The application, order and procedures for conversion of an artel into a cooperative shall comply with regulations of law on registration of artels, cooperatives and cooperative unions.

Article 21. Shutdown of an artel

1. An artel shall be shut down in the following cases:

a) The duration specified in the cooperation contract has expired;

b) The purposes of cooperation have been achieved;

c) The artel fails to maintain the minimum number of members prescribed in clause 1 Article 3 of this Decree;

d) The artel is shut down pursuant to a decision of a competent authority;

dd) The artel is shut down as prescribed in the cooperation contract and relevant laws;

e) The artel is shut down as agreed by the artel’s members.

2. Shutdown of an artel as prescribed in point e clause 1 of this Article must be approved by all members of the artel, evidenced by the artel’s meeting minutes bearing the signatures of the artel’s head (or the person authorized to represent the artel’s members) and the artel’s members, unless otherwise prescribed in the cooperation contract.

3. An unregistered artel shall notify its shutdown within 05 working days from the date of shutdown, as follows:

a) The artel’s head (or the person authorized to represent the artel’s members) shall send the notification dossier of shutdown to the commune-level People’s Committee of the place where the artel operates;

b) The notification dossier of shutdown shall include: the notice of shutdown (Form No. 3); the minutes of the artel’s meeting on shutdown (in case of shutdown agreed by its members); a copy or the original of the minutes of the artel’s meeting on election of the artel’s head (where the artel’s head submits the notification dossier); and a copy or the original of the letter of authorization bearing signatures of all members of the artel (where the person authorized to represent the artel’s members submits the notification dossier);

For an artel established before the effective date of this Decree that has not, by the time of shutdown, updated the change of membership with the commune-level People’s Committee as prescribed, the notification dossier of shutdown must be accompanied by a copy of the monitoring book of the artel’s members’ contributions;

c) The notification dossier of shutdown shall be sent to the commune-level People’s Committee by one of the following methods: directly; by post; or online;

d) For a notification dossier submitted directly or by post, the commune-level People’s Committee shall update it on the Cooperative Registration Information System upon receipt. Where the information declared in the notification dossier is incomplete or inaccurate as prescribed in point b of this clause, the commune-level People’s Committee shall give a written notice, clearly stating the reasons and required modifications, to the person submitting the notification dossier upon receiving it;

dd) For a notification dossier submitted online, information on the artel shall be updated on the Cooperative Registration Information System upon processing the dossier. Where the information declared in the notification dossier is incomplete or inaccurate as prescribed in point b of this clause, the commune-level People’s Committee shall send an online notice, clearly stating the reasons and required modifications, to the person submitting the notification dossier upon processing it.

Chapter V

ORGANIZATION AND ADMINISTRATION OF AN ARTEL

Article 22. Representative in establishing and performing transactions

1. The artel’s representative in establishing and performing civil transactions is an individual or juridical person authorized by the artel’s members to establish and perform civil transactions.

2. The contents, duration and scope of authorization of the artel’s authorized representative shall be agreed by the artel’s members and made in writing, unless otherwise prescribed by relevant laws; the letter of authorization must bear the signatures of the authorized person and all members of the artel.

3. Where necessary, the artel shall be responsible for notifying relevant parties of its authorized representative and the contents, duration and scope of authorization.

4. The authorized representative and the artel’s members shall comply with the provisions on representation in Articles 138 to 143 of the Civil Code and other relevant laws.

Article 23. Mechanisms for administering an artel’s operation

1. Administration of an artel’s operation shall be carried out through meetings of the artel’s members or other forms of consultation as agreed by the artel’s members.

2. Where necessary, an artel may elect an artel’s head and an executive board to organize and coordinate the artel’s operation on the basis of contents approved by the artel’s members.

3. The powers and responsibilities of the artel’s head and the executive board (if any) must be specified in the cooperation contract.

Article 24. Meetings of an artel’s members

1. A meeting of the artel’s members is the form through which the artel’s members consider, discuss and decide the matters of the artel in accordance with this Decree and the cooperation contract.

2. The artel shall decide the number of meetings of its members, provided that the artel’s members must meet at least once a year.

3. A meeting of the artel’s members has the authority to decide the following matters:

a) Ratification of the artel’s business performance;

b) The plan for distribution of yields/incomes, settlement of losses, and financial obligations arising during the artel’s operation;

c) The plan of operation for the coming period;

d) Settlement of the common assets of the artel’s members;

dd) Admission of members and termination of membership as prescribed in points d and dd clause 1 Article 15 of this Decree;

e) Amendments to the cooperation contract;

g) Election, removal or dismissal of the artel’s head and the executive board (if any);

h) The level of remuneration and bonuses of the artel’s head and the executive board’s members (if any);

i) Other contents proposed by the artel’s head, the executive board, or more than thirty-three percent (33%) of the total number of the artel’s members;

k) Other contents as prescribed in the cooperation contract.

4. Order of convening a meeting of the artel’s members

If not provided for in the cooperation contract, a meeting of the artel’s members shall be convened as follows:

a) The artel’s head (or the person authorized to represent the artel’s members) shall act on behalf of the artel to convene the meeting of its members. Where necessary, a representative of more than thirty-three percent (33%) of the total number of the artel’s members may request the artel’s head (or the person authorized to represent the artel’s members) to convene the meeting of the artel’s members;

b) A meeting of the artel’s members shall be conducted where more than seventy-five percent (75%) of the total number of the artel’s members are present; if the required number of participants is not met, the meeting shall be postponed and a second meeting shall be convened within 15 working days from the date on which the first meeting was scheduled to be held. The second meeting of the artel’s members shall be conducted where more than fifty percent (50%) of the total number of the artel’s members are present;

c) The minutes of a meeting of the artel’s members must be made in writing, signed by all members present, or their lawful representatives, and specify the exact percentage (%) of members in favour of the approved contents;

d) Within 05 days from the end of the meeting, the artel’s head (or the person authorized to represent the artel’s members) shall be responsible for notifying the contents of the meeting to all of the artel’s members.

Article 25. The artel’s head

1. The artel’s head shall be elected from among the artel’s members, at a meeting of the artel’s members, on condition that more than fifty percent (50%) of the total number of members are in favour, which shall be recorded in the minutes of the meeting of the artel’s members, unless otherwise prescribed in the cooperation contract.

2. The artel’s head shall organize and administer the artel’s operation.

3. The artel’s head must satisfy the conditions prescribed in the cooperation contract, which must not be contrary to regulations of law.

4. The artel’s head shall act as the representative in establishing and performing transactions where authorized by the artel’s members as prescribed in Article 22 of this Decree.

Article 26. The artel’s executive board

1. Members of the artel’s executive board shall be elected from among the artel’s members, approved at a meeting of the artel’s members by more than fifty percent (50%) of the total number of members. The number of members of the executive board shall be an odd number, at least 3 persons, as decided by the artel itself.

2. The executive board shall organize the performance of certain management and administration tasks as assigned by the artel’s head, on the basis of contents approved by the artel’s members.

Article 27. Voting within an artel

1. Any amendment to the cooperation contract must be approved by all members of the artel and made in writing, unless otherwise prescribed in the cooperation contract.

2. Any disposal of the common assets of the artel’s members that are land use rights, housing, production workshops, or other principal means of production, or of an asset valued at more than fifty percent (50%) of the total value of the common assets of the artel’s members, must be approved by all members of the artel and made in writing, unless otherwise prescribed in the cooperation contract.

3. Other contents not falling under clauses 1 and 2 of this Article shall be approved where more than fifty percent (50%) of the total number of the artel’s members are in favour, unless otherwise prescribed in the cooperation contract.

Article 28. Common assets of the artel’s members and the artel’s finances

1. The common assets of the artel’s members shall be formed from the following sources:

a) Contributions of the artel’s members, including: in-kind contributions, cash (Vietnamese dong or freely convertible foreign currency), valuable papers, property rights and other assets that can be valued in money;

b) The portion deducted from after-tax yields/incomes;

c) Assets jointly created by the artel’s members;

d) Support and incentives from the State, or assets sponsored, donated or given by other individuals or organizations for common use;

dd) Other sources as prescribed by law.

2. Disposal of the artel’s assets and finances shall be decided by the artel’s members in accordance with Article 27 of this Decree, except the case prescribed in clause 3 of this Article.

3. Where an artel is granted the right of usufruct over an asset by the State or another individual or organization, it shall exercise such right of usufruct in accordance with Articles 257 to 266 of the Civil Code.

4. An artel shall comply with financial and accounting regulations in accordance with law.

Article 29. Distribution of yields/incomes and settlement of losses

1. Based on the agreement in the cooperation contract, the artel’s head (or the person authorized to represent the artel’s members) shall formulate a plan for distribution of the artel’s yields/incomes and settlement of losses, and report it to the members at a meeting of the artel’s members.

2. Distribution of yields/incomes and other financial plans of the artel shall be carried out after fulfillment of financial obligations towards the State (if any) and obligations towards employees (if any).

3. The cooperation contract shall specifically prescribe the handling of cases where the artel incurs losses or faces other risks.

Article 30. Contribution of an artel’s member

1. The contribution of an artel’s member comprises the stake as prescribed in clause 12 Article 4 of the Law on Cooperatives No. 17/2023/QH15 and the level of labour contribution as prescribed in clause 10 Article 4 of the Law on Cooperatives No. 17/2023/QH15, which that member has contributed or committed to contribute to the artel.

2. The stake and the level of labour contribution of an artel’s member contributed to the artel shall be determined by agreement of the artel’s members, or by a third party authorized by 100% of the total number of the artel’s members.

3. Where a member commits to a contribution but fails to make it in full and on schedule as committed, the matter shall be handled in accordance with the cooperation contract and the civil law.

Article 31. Verification of contributions

1. From the date of establishment, the artel shall be responsible for maintaining, and promptly updating, a clear and transparent monitoring book on contributions of its members, which shall include the following contents:

a) Full name, date of birth, personal identification number, gender, ethnicity, place of permanent residence and current place of residence, for a member that is an individual; name, code or legal document number, and headquarters address of a member that is a juridical person, and the name and personal identification number of its legal representative; and the stake of each member;

b) The value and type of assets contributed by the member;

c) The time of contribution;

d) The signature of the contributing person or the legal representative of a member that is a juridical person;

dd) The signatures of the artel’s head (or the person authorized to represent the artel’s members) and of the member assigned the task of receiving the contribution.

2. The monitoring book on contributions of the artel’s members shall be kept and preserved by the artel’s head (or the person authorized to represent the artel’s members), who shall be responsible to the artel and before the law for any loss, erasure or inaccuracy of information therein.

3. An artel’s member shall, where necessary, be issued with a “certificate of contribution” containing the same information as recorded in the artel’s monitoring book at the time of contribution.

Article 32. Return of contributions

1. An artel shall return assets to a member in proportion to that member’s contribution in the following cases:

a) Where the artel is shut down, after fulfillment of all financial obligations or other asset-related obligations, if common assets of the artel’s members remain, the remaining assets shall be distributed to the artel’s members in proportion to each member’s contribution to the artel, unless otherwise prescribed in the cooperation contract;

b) Where a member’s membership is terminated under point d clause 1 Article 15 of this Decree and that member is not determined to be in breach of the contract, and requests the return of its contribution, the artel shall return the contribution only after that member has fulfilled its obligations towards the artel which were established and performed before the termination of its membership, unless otherwise agreed by all members of the artel and prescribed in the cooperation contract;

c) Other cases as prescribed in the cooperation contract and other relevant laws.

2. The return of a contribution to an artel’s member as prescribed in points b and c clause 1 of this Article shall not change the rights and obligations of the artel towards relevant parties, nor terminate the rights and obligations of the artel’s members which were established and performed before the termination of that member’s membership.

3. Where the return of a member’s contribution in the form of assets would affect the artel’s operation, the contribution shall be converted into its monetary value for return to the member, in accordance with clause 2 Article 30 of this Decree. The maximum time limit for return shall be 12 months from the date of termination of membership, unless otherwise agreed by the parties.

Article 33. Inheritance, succession and management of contributions

1. Where a member that is an individual dies, or is declared dead by a court, the inheritance of that member’s contribution shall be carried out in accordance with the provisions on inheritance in the Civil Code. Inheritance of a member’s contribution to the artel shall be carried out as follows:

a) If the heirs wish to join the artel and are accepted by the majority of the artel’s members as prescribed in Article 14 of this Decree, they may continue to exercise the rights and perform the obligations prescribed in the cooperation contract and other relevant laws;

b) If the heirs do not wish to join the artel, or are not eligible to join the artel, they are entitled to request the return of the contribution and to receive a distribution of assets as prescribed in Article 32 of this Decree, the Civil Code and relevant laws;

c) If the heirs voluntarily leave the inherited assets to the artel, such contribution shall be included in the common assets of the artel’s members;

d) Other cases shall be resolved as agreed by the parties.

2. Where a member that is an individual is absent from his/her place of residence, or is declared missing by a Court, the management of that individual’s contribution shall comply with Articles 65 to 70 of the Civil Code.

3. Where a member is a person with limited civil act capacity, a person lacking civil act capacity, or a person with difficulty in perceiving and controlling his/her behaviour, the return or management of that member’s contribution shall be carried out through his/her legal representative, in accordance with Article 32 of this Decree, other relevant laws, or a decision of the Court.

4. Where a member that is a juridical person is divided, split, consolidated, merged or converted, the succession of its contribution shall be carried out in accordance with regulations of law on enterprises, cooperatives, and other relevant laws.

Article 34. Settlement of the artel’s members’ common assets and the artel’s finances upon shutdown

1. In the cases of shutdown prescribed in clause 1 Article 21 of this Decree, the artel shall fulfill the financial obligations or other asset-related obligations arising during its operation using the common assets of its members.

2. Where the common assets of the artel’s members are insufficient to fulfill the financial obligations or other asset-related obligations, the artel’s members shall be responsible for fulfilling such financial obligations using their own assets, in proportion to each member’s contribution, unless otherwise prescribed in the cooperation contract or relevant laws.

3. For common assets formed from State support, or lawfully sponsored, donated or given by other individuals or organizations, where the artel is not entitled to dispose of such assets at the request of the State or the sponsor/donor, upon shutdown the artel shall proceed as follows:

a) Hand over the common assets formed from State support to the commune-level People’s Committee that issued the artel registration certificate, for handling according to the procedures for settlement of undivided common funds and undivided common assets of cooperatives and cooperative unions formed from State support, as prescribed in the document detailing certain Articles of the Law on Cooperatives No. 17/2023/QH15;

b) Common assets lawfully sponsored, donated or given by other individuals or organizations shall be settled as agreed between the sponsoring/donating individual or organization and the artel, and in accordance with other relevant laws.

4. Where, after fulfillment of the financial obligations or other asset-related obligations, common assets of the artel’s members still remain, the remaining assets shall be distributed to the artel’s members in proportion to each member’s contribution, as prescribed in the cooperation contract, unless otherwise prescribed by relevant laws or agreed by the members.

Article 35. Dispute settlement

1. Disputes among the artel’s members within the scope of the cooperation contract shall be resolved, in priority, internally within the artel; where the members are unable to reach agreement themselves, the dispute shall be resolved through mediation, or in accordance with the law on proceedings before a Court or an arbitration body.

2. Disputes between the artel and other organizations or individuals shall be resolved in accordance with law.

Chapter VI

IMPLEMENTATION

Article 36. Updating and retention of information on artels

1. Annually, before December 15, an artel shall update its information on the National Information System on Cooperatives.

2. Annually, the commune-level People’s Committee shall review and update information on the operation of artels in its administrative division and send it to the provincial-level People’s Committee.

3. Annually, the provincial-level People’s Committee shall update information on the operation of artels in its province during the year and send it to the Ministry of Finance.

4. Annually, the Ministry of Finance shall report to the Prime Minister on the operation of artels nationwide.

5. Reports by People’s Committees at all levels shall be submitted through the National Information System on Cooperatives and in accordance with the reporting regime applicable to state administrative authorities.

6. The commune-level People’s Committee (the business registration authority) shall be responsible for retaining information on members of artels for a period of 06 years from the date of the artel’s shutdown.

Article 37. Effect and transitional provisions

1. This Decree comes into force from July 23, 2026 and supersedes the Government’s Decree No. 77/2019/ND-CP dated October 10, 2019 on artels.

2. Artels established before the effective date of this Decree may continue to operate under the cooperation contracts already signed. Updating of an artel’s information on the Cooperative Registration Information System shall only be required where the artel has a change of information as prescribed in this Decree.

3. During the upgrade of the Cooperative Registration Information System, the notification procedures for unregistered artels shall be carried out in the form of physical documents or by email.

4. During the period when the National Information System on Cooperatives is not yet operational, the reporting, updating and retention of information on artels as required to be made on this System shall be carried out in the form of physical documents or by email.

Article 38. Responsibility for implementation

1. The Ministry of Finance shall take charge of and coordinate with relevant ministries and regulatory authorities in organizing the implementation of this Decree.

2. Ministers, heads of ministerial-level agencies, Chairpersons of People’s Committees of provinces and centrally-affiliated cities, and relevant organizations and individuals shall be responsible for the implementation of this Decree.