On June 17th ,2020, The National Assembly has ratified the Law on Enterprises No. 59/2020/QH14 to replace the Law on Enterprises 2014. Thereby, Law on Enterprises 2020 has the following highlight points:
- The enterprises are no longer had tosend the seal design to the Business registration authority before using it. The enterprises are free to choose the form, content and method of using the seal. Notably, The enterprises can use the seals under the form of e-signatures in accordance with the Law on E-transactions;
- Removing the provision of Report on changing the enterprise manager;
- Removing the regulations that makemulti-member limited liability companies with more than 11 members to establish the Control Board, the companies in this case can decide to establish the Control Board or not;
- Increasing the protection on the minority shareholders in the joint-stock companies through the regulation on the rights of the shareholder or group of shareholders that hold(s) at least 05% (instead of 10% as stipulated in the Law on Enterprises 2014) of the total ordinary shares or a lower ratio according to the Company Charter;
- Provide more specific regulations on the rights and obligations of the Legal representative if the enterprise has more than just one legal representative. For the limited liability companies, joint-stock companies which have more than one legal representative, if the rights and obligations distribution for each legal representative has not been specified in the Company Charter, all of the legal representatives shall be authorized representative of the Company to the third party and shall be jointly responsible for the damages to the enterprises in accordance with the law on civil and other related legal regulations;
- Specified that the company owner is the Company president for the single-member limited liability company that owned by the individual which has not been regulated in the Law on Enterprises 2014;
- Removing regulations on payments for transfer of shares/stakes, and receipt of dividends of foreign investors must be made through their capital accounts opened at banks in Vietnam; instead of that this payment shall be carried out “through an account in accordance with the law on foreign exchange”.
Law on Enterprises 2020 shall take effect on January 1st ,2021.
