Law No. 03/2022/QH15: Several amendments and supplements to the Law on Investment and Law on Enterprises

On  January 11th 2022, the National Assembly passed Law No. 03/2022/QH15 amending and supplementing several articles of the Law on Public Investment, Law on Investment in the form of public – partnerships, Law on Investment, Law on Housing, Law on Bidding, Law on Electricity, Law on Enterprises, Law on Special Consumption Tax and Law on Civil Judgment Enforcement (hereinafter referred to as “Law 03/2022”) with the following notable points: 

(a) 02 outstanding amendments and supplements of the Investment Law 2020: 

  • Law 03/2022 has supplemented one conditional business line. Specifically, according to Clause 5, Article 3 of Law 03/2022, the business lines of network security products and services (excluding trading in network information security products and services and trading in civil cryptographic products and services) is supplemented as a conditional business line at ordinal number 132a after ordinal number 132 of Appendix IV to the List of conditional investment and business lines of the Law on Investment 2020. 
  • Supplementing projects under the authority to approve investment policies of the Provincial People’s Committee: 
    • Investment projects on construction of houses (for sale, lease, or lease-purchase), urban areas with a land use scale of less than 300 hectares and a population of less than 50,000 people; 
    • Investment projects consistent with the law on cultural heritage regardless of the size of the land area and population, within the protected area II of the relic recognized by the competent authority as a national relic, a special national relic, except for special national relics on the list of world heritages; investment projects regardless of the size of the land area and population in restricted development areas or historic inner cities (identified in urban planning projects) of special urban areas. 

(b) Amending and supplementing several articles of the Enterprise Law 2020 

  • Amending regulations on the meeting minutes of the Members’ Council/Board of Directors. According to Law 03/2022, the content of the minutes is no longer required to have the signatures of the participants who disagree with the approval of the meeting minutes (if any). If the chairperson or the minutes writer refuses to sign the meeting minutes of the Members’ Council/Board of Directors, the meeting minutes of the Members’ Council/Board of Directors shall be effective once it is approved by all other attending members of the Members’ Council/Board of Directors.

In addition, the meeting minutes must be recorded clearly that the chairperson or the minutes writer refuses to sign the minutes. The signatories of the meeting minutes are jointly responsible for the accuracy and truthfulness of the contents of the meeting minutes. The chairperson and the minutes writer are personally responsible for the damage caused to the enterprise due to the refusal to sign the meeting minutes in accordance with the Enterprise Law, the company’s charter and relevant laws.

  • Amending the conditions for the resolution of the General Meeting of Shareholders to be passed. Accordingly, the Resolution on the following contents is approved if it is approved by the number of shareholders representing 65% of the total votes or more of all shareholders attending and voting at the meeting:
    • Types of shares and total number of shares of each type;
    • Changing business lines, business sectors;
    • Changing of the organizational management structure of the company;
    • Investment projects or sales of assets valued at 35% or more of the total asset value recorded in the latest financial statements of the company, unless otherwise provided in the company charter;
    • Reorganization and dissolution of the Company;
    • Other issues provided by the company charter.

The Law No. 03/2022/QH15 will be of full force and effect as of March 1st, 2022.

Download the legal update as a PDF here.

 

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