VI The Government has issued Decree 294/2026/ND-CP regarding cooperation groups, which includes guidelines on the conditions for becoming a member starting July 23, 2026. Let’s explore this further with Pham Consult!
What are the conditions for becoming a member of a cooperation group starting July 23, 2026, under Decree 294?
Pursuant to Article 11 of Decree 294/2026/ND-CP, the conditions for becoming a member of a cooperation group starting July 23, 2026, are as follows:
A member of a cooperation group must meet the following conditions:
(1) Individuals must be Vietnamese citizens with civil act capacity in accordance with Articles 16 through 24 of the 2015 Civil Code, the 2019 Labor Code, and other relevant laws.
(2) Organizations must be Vietnamese legal entities with civil legal capacity consistent with the cooperation group’s operational objectives.
(3) Voluntarily join and agree to the terms of the cooperation contract.
(4) Commit to contributing assets and effort as stipulated in the cooperation contract.
(5) Meet the conditions prescribed in the cooperation contract.
What are the rights and obligations of cooperation group members starting July 23, 2026? Pursuant to Articles 12 and 13 of Decree 294/2026/ND-CP, the rights and obligations of members of a cooperative group, effective from July 23, 2026, are stipulated as follows:
(1) Rights of cooperative group members
– To receive yields and profits derived from the cooperative group’s activities.
– To participate in making decisions regarding the implementation of the cooperation contract and the management and supervision of the cooperative group’s activities.
– To withdraw from the cooperative group for legitimate reasons, subject to the consent of more than fifty percent (50%) of the total members or in accordance with the provisions of the cooperation contract.
– To have part or all of their contribution returned upon withdrawal from the cooperative group, in accordance with the cooperation contract and relevant laws.
– To file complaints, denunciations, or lawsuits in accordance with the law.
– To exercise other rights as stipulated in the cooperation contract and relevant laws.
(2) Obligations of cooperative group members
– To participate in making decisions regarding the implementation of the cooperation contract and the supervision of the cooperative group’s activities.
– To be liable for debts and financial obligations arising during the cooperative group’s operations, in accordance with the cooperation contract and the law.
– To compensate for damages caused to the cooperative group and other members due to their own fault, in accordance with the law and the cooperation contract.
– To adhere to the operational purpose, comply with the provisions of the cooperation contract, and fulfill individual contribution obligations for the common goals and interests of the cooperative group.
– To contribute assets and effort in full and on time, as committed in the cooperation contract.
– To fulfill other obligations as stipulated in the cooperation contract and relevant laws. How is the termination of cooperative group membership handled from July 23, 2026?
Pursuant to Article 15 of Decree 294/2026/ND-CP, the termination of cooperative group membership from July 23, 2026, is guided as follows:
(1) Cooperative group membership shall be terminated upon the occurrence of any of the following cases:
– The cooperative group ceases operations in accordance with Article 21 of Decree 294/2026/ND-CP;
– An individual member of the cooperative group dies or is declared dead by a court, except in the case specified in Point a, Clause 1, Article 33 of Decree 294/2026/ND-CP;
– A legal entity member of the cooperative group ceases to exist, except in the case specified in Clause 4, Article 33 of Decree 294/2026/ND-CP;
– A member voluntarily withdraws from the cooperative group in accordance with Clause 3, Article 12 of Decree 294/2026/ND-CP;
– A member commits a serious violation of the provisions of the cooperation contract and other relevant laws.
(2) Members of the cooperative group shall mutually agree on the authority to make decisions and the procedure for terminating membership, and record these in the cooperation contract. In cases where the cooperation contract does not contain specific provisions, the termination of membership regarding the cases specified in Point d and Point dd, Clause 1, Article 15 of Decree 294/2026/ND-CP shall be carried out as follows:
– The head of the cooperation group (or the authorized representative of the cooperation group members) shall compile and propose the list of members voluntarily withdrawing or facing termination of membership at the nearest members’ meeting for the members to review and decide;
– The termination of membership is approved when more than fifty percent (50%) of the total cooperation group members vote in favor; this decision must be recorded in the meeting minutes, specifying the percentage (%) of members who voted in favor;
– Based on the meeting minutes referred to in Point b, Clause 2, Article 15 of Decree 294/2026/ND-CP, the head of the cooperation group (or the authorized representative of the cooperation group members) shall, on behalf of the group, notify all members of the termination of membership and remove the member’s name from the cooperation group within 05 working days from the date of the members’ meeting. Membership terminates at the moment the member’s name is removed from the cooperation contract.
(3) The rights and obligations of members whose membership has been terminated shall be determined by mutual agreement among the members and recorded in the cooperation contract. In cases where the cooperation contract does not specify these matters, the provisions of Article 32 of Decree 294/2026/ND-CP shall apply.
(4) Where a cooperation group member’s membership is terminated pursuant to Point dd, Clause 1, Article 15 of Decree 294/2026/ND-CP, that member shall be deemed a party in breach of the contract and must fulfill civil liabilities in accordance with the 2015 Civil Code and other relevant laws. (5) The termination of membership in a cooperation group does not terminate the rights and obligations of the individual or legal entity that were established or performed prior to the time of withdrawal from the cooperation contract, unless otherwise agreed by the parties.
