Official Letter No. 5595/BKHDT-QLKTTW issued by the Ministry of Planning and Investment (MOPI) regarding soliciting opinions for the preparation of a Proposal to amend the Law on Enterprises

Attached to the Official Letter is the initial draft of the Summary Report by MOIP assessing the implementation of the 2020 Law on Enterprises. The key points are as follows:

(i) Challenges in implementing the 2020 Law on Enterprises:
- The application of the Law on Enterprises and specialized laws concerning the establishment, organization, management, and operation of enterprises remains unclear and inconsistent. For instance, the provisions regarding private bond issuance by non-public companies lack clarity.
- The regulations on the criteria, legal status, rights, obligations, and responsibilities of social enterprises are not sufficiently clear.

(ii) Regarding the establishment and registration of enterprises:
- The Law on Enterprises lacks specific measures to prevent and address issues such as fake capital contributions, phantom capital, shadow investments, forged documents, and the misuse of legal papers for the purpose of invoice trading.
- There are still difficulties and obstacles in implementing regulations related to capital contributions through land use rights and non-cash assets.

(iii) Proposed amendments to the Law on Enterprises:
- Introduce provisions on the beneficial ownership (BO) of enterprises to comply with international commitments.
- Define the concept of BO for enterprises, along with related regulations such as declaration procedures, methods for gathering BO information, and BO responsibilities.
- Introduce restrictions or prohibitions on the issuance of bearer shares and implement the practice of appointing nominal directors in line with international standards.

Also attached is a detailed appendix highlighting specific challenges encountered during the enforcement of the 2020 Law on Enterprises.

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For more information, please contact:

Hoang Pham (James) / Managing Partner at: hoang.pham@vselawyers.com

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