Summary of highlights in the Enterprise Law 2020
- Eliminate regulations on notification of enterprise seal samples before use
Accordingly, Article 43 of the Enterprise Law 2020 provides for the seal of an enterprise as follows:
– The seal includes the seal made at the seal engraving establishment or the seal in the form of a digital signature in accordance with the law on electronic transactions.
– The enterprise decides on the seal type, quantity, form and content of the seal of the enterprise, its branch, representative office and other units.
– The management and keeping of the seal must comply with the company’s charter or the regulations issued by the enterprise, branch, representative office or other unit of the enterprise with the seal. Enterprises use seal in transactions in accordance with law.
Thus, compared with the regulations on seals in the Law on Enterprises 2014, the Enterprise Law 2020 has removed the provision “Before using, enterprises are obliged to notify the seal sample to the business registration office for publication. publicize on the National Business Registration Portal ”.
- Add more objects not to set up a business
Specifically, the Enterprise Law 2020 adds more subjects that are not allowed to establish and manage enterprises, including:
– People with cognitive and behavioral difficulties;
– Police workers in agencies and units of the Vietnam People’s Public Security (except for those who are appointed as authorized representatives to manage the State’s contributed capital in enterprises);
– The organization as a commercial legal entity is prohibited from doing business or operating in certain fields in accordance with the Penal Code.
- Provisions on the exclusion of dissolution due to the revocation of the business registration certificate
Point d, Clause 1, Article 207 of the 2020 Law on Enterprises stipulates: “An enterprise shall be dissolved in the case of revocation of the enterprise registration certificate, unless otherwise provided by the Law on Tax Administration.”
This provision is consistent with the provisions of the Law on Tax Administration.
Point g, Clause 1 and Clause 2, Article 125 of the 2019 Law on Tax Administration stipulates:
“Article 125. Coercive measures to enforce administrative decisions on tax administration
- Measures for coercive execution of administrative decisions on tax administration include:
…
g) Revocation of business registration certificate, …
2. Measures for coercive execution of administrative decisions on tax administration specified in Clause 1 of this Article cease to be effective from the time tax debts are fully remitted into the State budget. “
4. Changing concept of state-owned enterprises
The concept of state-owned enterprises under Clause 11, Article 4 of the Law on Enterprises 2020, includes enterprises where the State holds more than 50% of the charter capital, the total number of shares with voting rights as prescribed in Article 88 of this Law.
(Also according to the 2014 Enterprise Law, a state-owned enterprise is an enterprise with 100% charter capital held by the State)
- State enterprises must set up a Control Board
According to Clause 1, Article 65 of the Enterprise Law 2020: Based on the size of the company, the agency representing the owner shall decide to establish a Control Board with from 1 to 5 supervisors, including the Head of the Supervisory Board.
(Currently, according to the Law on Enterprises 2014: appointing 01 Supervisor or establishing the Supervisory Board consisting of 03 to 05 Supervisors).
The term of Supervisor does not exceed 05 years and may be re-appointed but not exceeding 02 consecutive terms at that company. If the Control Board has only 1 Controller, that Controller is also the Head of the Supervisory Board and must satisfy the standards of the Head of the Control Board.
- Amend regulations on handling contributed capital in some special cases
Specifically, compared with the current regulations, the handling of the capital contribution in some special cases is amended and supplemented as follows:
– In case a member is limited or incapable of civil acts, has difficulty in understanding and mastering acts, the rights and obligations of that member in the company are performed through the representative. (Currently, done through a guardian).
– In case a member donates part or all of his / her stake in the company to another person, the recipient shall become a member of the company according to the following provisions:
+ If the recipient is an inheritance under the provisions of the Civil Code, this person is automatically a member of the company; (Currently, being wife, husband, father, mother, child, relative to the third heir …)
+ If the recipient is not a person specified at Point a, Clause 6, Article 53, this person only becomes a member of the company with the approval of the Members’ Council.
– Additional: In case a company member is an individual being held in custody, serving a prison sentence, serving an administrative handling measure at a compulsory detoxification establishment or compulsory education institution, the member which authorizes another person to exercise some or all of their rights and obligations at the company.
– Supplement: In case the company member is an individual banned by the Court from practicing or doing certain jobs or the company member is a commercial legal entity banned by the Court from doing business or operating in some fields. definitely belong
7. Amend regulations on rights of common shareholders
Currently, the Law on Enterprises 2014 stipulates: Shareholder or group of shareholders own 10% or more of the total number of common shares for at least 06 consecutive months or a smaller percentage as stipulated in the Charter. companies in order to have the rights specified in Clause 2, Article 114 of this Law.
However, according to the Enterprise Law 2020, a shareholder or a group of shareholders owning 5% or more of the total number of common shares or a smaller percentage as stipulated in the company charter has the rights of common shareholders. specified in Clause 2, Article 115 of this Law.
8. The Chairman of the Board of Directors of a public company cannot concurrently hold the position of Director, General Director
In Clause 2 Article 156 of the Law on Enterprises 2020: “Chairman of the Board of Directors of public companies and joint-stock companies specified at Point b, Clause 1, Article 88 of this Law cannot concurrently act as director or general director.”
As such, the Chairman of the Board of Directors of a public company cannot concurrently hold the position of Director or General Director.
(Currently, the Chairman of the Board of Directors can concurrently act as Director and General Director).
The Enterprise Law 2020 takes effect from January 1, 2021 and replaces the Enterprise Law 2014.
Source: https://vnresource.vn/hrmblog/tong-hop-diem-moi-noi-bat-o-luat-doanh-nghiep-2020/
