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  • Vietnam Company Law
Vietnam Company Law
Vietnamese company law latest amendment

68/2014 / QH13 Corporate Law was at the 8th Session November 26, 2014 The 8th Congress of the Socialist Republic of Viet Nam passed from July 1, 2015 and became effective from July 29, 2005. Article 17 of the Enterprise Law complements and revises the law. Compared with the 2005 Enterprise Law, the 2014 Enterprise Law contains 10 chapters and 213 articles, with an increase of 41. Article 4, Article 10 and Article 2 of the law provides that the marks, rights and obligations of the state enterprises and social enterprises are entirely new.
In 2014, the Enterprise Law continued the provisions of the 2005 Enterprise Law and at the same time, in order to replace the limitations and shortcomings of the old law, the new regulations had been revised and supplemented to continue to create a smooth investment and business environment in line with national practice. As a result, there are some basic changes in corporate law in 2014, as follows:

1. Separate the establishment of business procedures and investment law investment program procedures

With the 2014 Investment Law, the 2014 Corporate Law has formally canceled the contents of the investment registration certificate, and may also be a business registration certificate. Since then, foreign investors want to set up enterprises in Vietnam must be able to issue investment certificate of registration in accordance with the provisions of the enterprise law set up. In 2014, the Enterprise Law has set up separate business procedures and investment program procedures. The enterprise registration certificate is the form of the state record enterprise formation and joining the market. In the establishment of enterprises in the production and business activities have not occurred, so the law has been set up separate business procedures and registration of investment certificate issued by the procedures, and enterprises in the process of operating activities to ensure that the operating conditions.

2. The business registration certificate issued by the enterprise directly under the enterprise and the enterprise type (branch office, representative office, place of business). After the receipt of the file, the contents of the enterprise registration certificate are reduced from 5 working days to 3 working days

In accordance with the provisions of Article 26 and Article 3, Article 31 of the Enterprise Law of 2014, the business registration unit looks at the compliance between the enterprise registration file and the new business registration certificate. The period for registering and revising the contents of the enterprise registration certificate is 3 Working days from receipt of files. So compared with the 2005 enterprise law, view, issued business registration certificate time reduced by 2 working days.

3. For business registration certificate:

Displayed in the form of a written or electronic version. According to the provisions of Article 29 of the Enterprise Law of 2014, the contents of the enterprise registration certificate are only the main parts: the enterprise name, the enterprise number, the corporate headquarters address, the registered capital of the enterprise, and the personal information of the shareholder. Personal information will be recorded in accordance with the law is the legal representative, private business owners, partners, members of the company and members of the organization and other information.
Therefore, the business registration certificate does not fill in the contents of the business sector and the shares of the company's register of shareholders. When this change is caused by the change of the operating industry and the change of the shareholders of the joint stock company and the shareholders of the foreign investor, the enterprise shall only notify the business registration unit to supplement the enterprise registration file without registering the registered contents of the business registration, such as the issuance of new business registration Certificate (Article 32 of the Enterprise Law 2014). So to reduce the change of each enterprise, to supplement the industry business; or change the stock company to create a shareholder for a waste of time and handling procedures, waiting to re-issue business registration certificate.
The most important thing is to cancel the business registration certificate to cancel the business registration, to cancel the statutory capital, the practice certificate ... ... this matter has been in accordance with the provisions of the Constitution to achieve the law does not prohibit the free operation of all industries, making enterprises become In fact, operating tools, safe, versatile and cheaper ...
According to the provisions of Article 33 of the Enterprise Law of 2014: When the enterprise receives the certificate of enterprise registration or changes the contents of the enterprise registration, the enterprise must be published in the national information department registered by the enterprise. This is the main point of this change. According to the current regulations, enterprises can choose to publish the way, such as: in the business unit registered on the enterprise information website or in a variety of traditional newspapers or electronic newspaper reported 3 consecutive.

4. For the enterprise registration file of the judicial resume:

In accordance with Article 18, paragraph 2, in some cases, when a registered enterprise is established, the registered business unit may require the person who registered the enterprise to pay the judicial resume. This is the new rules for corporate law in 2014. Although it is not necessary to have information on the judicial resume in the establishment of the registration file, it is necessary to pay such information to increase the establishment time of the enterprise and increase the cost burden for government agencies and enterprises, and will invest in our country. The environment has a negative impact.

5. For representative issues based on corporate law:

In accordance with the provisions of Article 13 (2) of the Entrepreneurship Act 2014: Limited companies and joint-stock companies may have one or many representatives who are legally represented. So, in contrast to the 2005 corporate law, the 2014 Corporate Law provides that the company is fully able to decide that a legal representative or, in some cases, the company can decide that there are many legal representatives, numbers, management titles and corporate law The license and obligation of the representative shall be stipulated in the company regulations.
In addition, in accordance with the provisions of Article 13, paragraph 7, of the Enterprise Law of 2014: in some special cases, the court has the authority to designate the legal representative during the proceedings.

6. For the seal of the enterprise

According to the provisions of Article 44 of the Enterprise Law of 2014, the enterprise can determine the form, quantity and content of the enterprise seal. Before using the seal, the company must notify the registered unit of the original seal mode, in the enterprise registration of national information portal public upload.
Therefore, this is the new regulations of the enterprise seal, whether or not the problem has been completely canceled, but with further reform methods. Before, the issue of the use of corporate seal for the Ministry of Public Security, and now, according to the 2014 corporate law enterprises in accordance with the law to determine the form of corporate seal, quantity and content. Enterprises only to inform the operating unit of the original seal mode, registered in the enterprise registration of the national sector public upload. This provision is conducive to business without trouble without wasting costs and time. According to the development trend of electronic trading methods, the use of stamp seal follow-up development is weak. Therefore, the seal reform is perfectly suited to the international trend. At present, the corporate seal in some codes also boxed a number of trading regulations, if completely excluded will happen to a huge job, does not guarantee close management.

7. For the registration of capital and the company joint venture period:

The 2014 Act stipulates that the principle of incorporation of the company's capital is to deal with the status of the virtual capital, but it is not treated as it is now. Which is to allow renewal of a member limited company, a joint stock company to reduce the registered capital.
Therefore, a member limited company, a joint-stock company, has two members or more of the limited company registration establishment company. If the registration capital is not sufficient for the prescribed period, the registered capital can be registered to the actual capital. In this case, the owners, members, shareholders have not paid or paid the registered capital of the joint venture, the company's financial obligations in the joint venture commitment period of the problem, the registered shares must be responsible for the total value of the joint venture, The amount of shares purchased.
In the course of business activities can be adjusted to reduce the capital through the 2014 Act provides for the return of part of the registered capital.
In the year of 2014, the Enterprise Law has adopted a joint venture capital term to set up a company. It is necessary to reduce the term of the joint venture. For the owner and the member of the limited company, it must be sufficient to cooperate and check the property within 90 days (from the issuance of the enterprise registration certificate). Such as the establishment of the enterprise when the commitment to a member of the limited company and two members of the limited company's current joint venture does not exceed 36 months.

8. For the meeting and the adoption of the general meeting of shareholders to determine the conditions:

The formal change in international practice from 65% to participate in the conference (2005 Enterprise Law) will be reduced to 51%. The resolution of the Shareholders' General Meeting will represent at least 51% of the total number of votes of all the shareholders present (at 65% of the 2005 Corporate Law, at least 75% of the written opinion of this meeting).
The law provides independent board members, not directly involved in the business enterprises; cancel the shareholders directly in the General Assembly elected chairman.

9. For social enterprises:

This is the new provision in Article 10 of the Enterprise Law of 2014. Social enterprises are not business type, but other ordinary enterprises, according to a certain type of business organization, such as: joint-stock companies, limited companies ... ..., the difference is the business objectives and the use of corporate profits The According to the provisions of Article 10 of the Enterprise Law of 2014, the social enterprises are registered with the law in accordance with the provisions of this law. Business objectives In order to deal with environmental and social problems, it is advantageous to use at least 51% of the total annual profit of the enterprise to reinvest the registered Social and environmental goals. In addition to corporate licensing and obligations under the 2014 Enterprise Law, social enterprises also have the right and obligation to provide for Article 10 (2) of the Enterprise Law.

10. National enterprises are defined in Chapter 4 of the Enterprise Law of 2014. In contrast to the 2005 corporate law is entirely new:

The concept of the national enterprise is based on the provisions of Article 4, paragraph 8, of the Enterprise Law of 2014 and before. The former law stipulates that the state enterprise is a company in which the State has more than 50% of the registered capital, but the 2014 Enterprise Law stipulates that the state enterprise is the state Have 100% registered capital. This chapter clarifies the legal status of economic groups, additional provisions of the parent company - the form of subsidiaries; prohibit the subsidiaries in the same group to cooperate to buy shares of cross-ownership; to transparent structure and economic relations between the company additional terms, Such as the common operation of the Group to publish regulations or agreements ....

11. Re-organization, recovery business registration certificate:

In 2014, the enterprise law does not require the same type of company to merge, separate, separate, and clearly define the rights, obligations, responsibilities, procedures, procedures for handling this procedure. The 2005 Corporate Law allows only companies of the same type to be able to merge or merge. This is a particularly important change point, which will help promote the future of the enterprise trade market.
Withdrawal of enterprise registration certificate: The provisions of Article 211 of the Enterprise Law of 2014 have 5 cases of recovery of enterprise registration certificate and 8 cases of withdrawal with the provisions of Article 165 (2) of the Enterprise Law of 2005. At the same time 2014 Enterprise Law also helps businesses easier, more convenient and cheaper to withdraw from the market through automatic dissolution. Then, within 180 days of the date, from the date of receipt of the dissolution decision, there was no notice of dissolution of the enterprise or the objection to the dissolution of the written opinion or the dissolution of the file within 5 working days, the enterprise registration unit in the enterprise Registration of national information on the basis of updating the main business state.

12. Other content:

The provisions of the Enterprise Law of 2014 are oriented, suggesting that the establishment, organization and management, reorganization, dissolution and business operations, in accordance with the law to give enterprises free, voluntary, commitment and agreement: to allow limited companies, stock companies can have one or many laws Representatives; allow the stock company to choose one of the two organizations, one of the management models; to allow the election of the management board or the company's stock inspection committee when you can choose to vote or not to vote.
2014 Corporate Law to abolish the national management of the chapter, changed to Chapter 10 of the terms of the organization, held, business management of national units in accordance with professional law has been defined by the functions, responsibilities, permissions, not and not in the enterprise law records.
The minutes of the meeting must be documented and recorded or recorded in other electronic ways, with further development of the old regulations. The law also unifies many points of view that there have been many controversial views, such as determining that the meeting place is attended by participants, and that everyone is not necessarily in the same place to participate in the meeting.
The law will be the tax number when the enterprise number, the private enterprise into a limited company, to strengthen the protection of small shareholders (for six consecutive months have at least 10% of the ordinary shares of shareholders, shareholders can personally or in the name of the company to prosecute ...). Exclude the terms of the implementation of the implementation of the provisions of the low, such as the registration of the company has 5% of the registered capital of the register of shareholders or cancel the impact of business activities, such as the prohibition of a person in the joint-stock company when the manager (general manager) can not be in other joint-stock companies when the manager manager).
In 2014 the Enterprise Law for Congress passed was the most important thing to mark important changes to the business, showing the will and aspirations of most businesses. For the law to change the provisions of the early implementation of the level, the government, ministries, industry and local, enterprises are working together to establish the implementation of the organization, the establishment of archives, highlighting the strong and solid development of Vietnamese enterprises.
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