Question

The Law on Enterprises deals with the establishment, organization, restructuring, dissolution, and relevant activities of enterprises in Vietnam, including limited liability companies, joint-stock companies, partnerships;

Answer

Law on Enterprises in Vietnam No. 68/2014/QH13 dated November 26, 2014 takes effect on July 01, 2015 (Replaces the Law on Enterprises No. 60/2005/QH11 dated November 29, 2005 and the Law on Enterprises No. 37/2013/QH13 dated June 20, 2013), contains many new provisions in order to create favourable environment for investment, business activities that are in line with international common practice, such as:

Limited liability companies and shareholding companies may have one or more legal representatives (Article 13);

A shareholding company may select either of the two models of organization of management and operation (Article 134);

Voting to elect members of the Board of Directors and of the Inspection Committee must be implemented by the method of cumulative voting (Article 144);

Enterprise Code Number also serves as the Tax Identification Number, or TIN (Article 30);

 Enterprise Registration Certificate  (Certificate of Incorporation in Vietnam) shall only write four categories of content (Article 29);

An enterprise has the right to decide on the form, number and contents of its seal (Article 44);

Foreign investors who want to set up an enterprise in Vietnam must be issued an Investment Registration Certificate (IRC) in Vietnam prior to establishing the enterprise in accordance with regulations of the Law on Enterprise in Vietnam (Articles 21, 22 and 23);

Abolish provisions on the election of the Chairman of the  Board of Directors directly elected by the General shareholders’ meeting (Article 152);

Division, separation, consolidation, merger of enterprises: Do not require involving companies have to be in the same categories (Chapter IX);

Cases lead to withdrawal of Enterprise Registration in Vietnam (Article 211);

State-owned Enterprises (Chapter IV), Social Enterprises in Vietnam (Article 10) and many other provisions.

DMS Law firm’s services:

Law on Enterprises in Vietnam

Attorneys and experts at DMS Law office in Vietnam have +20 years of work experience in management consulting from small, medium companies to large groups, corporations, foreign invested companies in Vietnam, multinational companies in Vietnam.

DMS Lawyers and Members have an in-depth understanding of Law on Enterprises and related laws, such as: Law on Tax Administration, Law on Value-Added Tax, Law on Corporate Income Tax, Foreign Contractor Tax, Law on Excise Tax, Law on Personal Income Tax, The Labour Code, Law on Social Insurance and specialized laws applicable to different types of enterprise. 

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