On January 11, 2022, the National Assembly passed Law No. 03/2022/QH15. Especially, including amendments to a number of articles.of the Law on Investment and the Law on Enterprises. Consequently,.to help investors and businesses.to accurately grasp.and apply.the provisions of the law, the analysis below.will provide some important changes.as follows:
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A. Important changes to the Investment Law
1. Supplements related to the right to approve investment guidelines:
Compared to the Investment Law 2020,.the decentralization of authority.to decide investment policies for housing projects.and urban areas.are still based on two criteria:.population size and land use scale.but promoting decentralization and.decentralization for localities. Accordingly: THE NEW INVESTMENT POLICIES
– The Prime Minister.approves investment guidelines for:.Investment projects on the construction.residential housing (for sale, lease or lease purchase) and urban areas that use.at least 300 hecs of land.or with a population of at least 50,000 people.
– The provincial People’s Committees.approve for investment guidelines for:.Projects on the construction of residential housing.(for sale, lease or lease purchase).and urban areas that use less than.300 hectares of land and with a population.of fewer than 50,000. people. THE NEW INVESTMENT POLICIES
In addition,.Law No. 03 also provides more clarity on the authority.to decide the investment guidelines.of housing projects.and urban areas according to.the criteria of the location of the project.in the relic protectied area so as.not to contradict the Law on Cultural Heritage,.which clearly divides the investment.project in the level.I and level II relic protection area.(for national relics, special national relics). Specifically,.this law has added as follows:
The Prime Minister.approves the investment guidelines.for:
- The project belongs to the level I.protected area of: national relics, special national relics;
- The project belongs to the Level II protected.area of:.special national relics belong to the List of World Heritage Sites.
- The provincial People’s Committees.approve investment guidelines for:
- The project belongs to the Level II protected area of:.national relics, special national.relics but not on. the List of World Heritage Sites;
- The project belongs.to the restricted area.of development or historic inner city.(defined in the urban planning project).of the special type urban area.
2. Add the appraisal.contents of the request for approval of investment guidelines:
Typically, to ensure consistency. and closeness with the above provisions,.Law No. 03 also adds.an appraisal content.when approving the investment.guideline for cultural heritage in Article 33 of the Investment Law 2020 is:.Assessing the suitability of investment projects.with protective requirements,.promote the value of cultural heritage.and the conditions prescribed.by the law on cultural heritage.
3. Abolishes regulations on one of the forms of land use for the implementation of investment projects in the construction of commercial houses:
According to Clause 1,.Article 75 of the Investment Law 2020,.one of the forms of land use for the implementation of investment projects.to build commercial houses are that investors must have the lawful right.to use residential land.and the other types of land. which.is allowed by.a competent authority.to be repurposed as residential land. In the Law No. 03/2022/QH15,.this regulation has been abolished.to ensure the connection with the provisions.of the Law on Investment,.the Law on Housing, and the Law on Land,. ensuring the transparency.of investment procedures.
4. Add conditional business lines:
Specifically,.Law No. 03/2022/QH15 has added industries.and professions trading in cybersecurity products and services.(excluding trading in products,.cyber information security services,.and trading in civil cryptographic.products and services) to Appendix IV.on the list of conditional business lines. THE NEW INVESTMENT POLICIES
The addition of this industry.in the Law on Investment aims to create a legal.corridor to manage enterprises,.organizations and individuals.providing products.and services to protect cybersecurity,.contributing to the protection of national security.
B. Important changes to the Enterprise Law
1. Amends regulations on rights and obligations of company members:
Specifically, the new regulation.has changed the phrase of members of the Board of Members.to members of the company.to ensure consistency.with the relevant provisions of this Law.
2. Amends and supplement regulations on minutes of meetings of the Board of Members:
Accordingly,.the contents of the minutes.no longer require the signatures.of participants who disagree with.the ratification of the minutes (if any).
Law No. 03/2022/QH15 also adjusts.the effective conditions of the meeting minutes. Specifically,.in case the chair and the minute taker refuse.to sign the minutes, in addition to ensuring the full contents as prescribed,.these minutes shall take effect if:
Signed by.all other members of the Board of Members;.and
Agree through the minutes.of the meeting. THE NEW INVESTMENT POLICIES
In addition,.this Law also adds provisions.on personal liability for damages.occurring to enterprises of the chair.and the minute taker in case of refusal to.sign the meeting minutes.
3. Amending regulations on periodic information disclosure of state-owned enterprises:
Specifically, this new regulation has abolished.the requirement.to be audited by the independent audit.organization of the report.and. summary of the financial statements to be made.by July 31 of each year.
As such,.in accordance with the newly amended regulations.mentioned above,.the company only needs to publish.the mid-year financial statements.and summaries.of the mid-year financial statements,.including the parent company’s finances statements.and the consolidated financial statements.(if any) must be made by July 31.of each year without the requirement.that this report is audited at the independent.audit organization as before.
4. Amends conditions for ratification of resolutions of the GMS:
Typically, if the Enterprise Law 2020 stipulates that.a resolution on one of the following issues.will be ratified if it is voted.for by several shareholders.that represent at least 65% of the votes of all participants, hence, this new Law has specifically. added the conditions of the total number. of votes cast.
Therefore,.the total number of votes.must be calculated on the votes.of shareholders attending.and voting at the meeting.
5. Supplement regulations on minutes of meetings of the Board of Directors:
Similarly to.the minutes of the Meeting of the Board of Members, Law No. 03/2022/QH15.also contains amendments.to the effective conditions.of the meeting minutes.in case the Chairperson and/or the Record-taker.refuse to sign the minutes.
At this time,.in addition to ensuring the full contents.as prescribed,.in order for the meeting minutes to take effect,.it is necessary to:
- Meet the eligibility requirements.for the signatures of the participants,.and;
- Agree to approve the meeting minutes.
There are also some.of the following provisions:
- Adding the mandatory.contents.of the meeting minutes in case the chairperson or.the record-writer refuses to sign:.The meeting minutes clearly state.that the chairperson and the record-taker.refuse to sign the meeting minutes.
- Adding the provisions.on the responsibilities of the parties in case.of signing/.refusing.to sign the meeting minutes:.The signer of the meeting.minutes shall be jointly responsible for the accuracy.and truthfulness of the contents of the minutes.of the meeting of the Board of Directors. Chairpersons and.record-writers.shall take personal responsibility.for damages caused to enterprises by refusing to sign.meeting minutes.in accordance with this Law,.the company’s charter and relevant laws.
6. Supplements to the terms of implementation:
Specifically, Clause 5,.Article 217 of the Enterprise Law 2020.provides for the terms of implementation.which have been amended and supplemented.as follows:
- “The Government shall provide.for the management and operation of enterprises.that operates in the field of defense.or both defense and business“. Instead of regulating.the organization of management and operation.of state owned enterprises.as before.
- By adding regulations.on enterprises combining economy.with national defense and security.as state owned enterprises.and limited liability companies prescribed by.State owned enterprises in Clause 2,.Article 88 of the Law on Enterprises 2020.holding 100% of the charter capital. THE NEW INVESTMENT POLICIES
The above.is an entire analysis regarding the major regulations.related to the Investment Law.and the Enterprise Law that investors and enterprises.need to pay attention to. For more details.please contact Law Plus.at the hotline:.+84 2862 779 399,.+84 3939 30 522.or email email@example.com.