Congress Passes the Law on Enterprises (Amended) - Amended Regulations to Know

18/06/2020, 05:38 AM

On June 17, 2020, the National Assembly passed the Enterprise Law (amended), which has many points that businesses need to take to take appropriate steps for their businesses.

In this newly adopted law, the concept of State-owned enterprises has been redefined. Housing enterprises are defined as enterprises with more than 50% of charter capital owned by the State, the total number of voting shares, instead of 100% as before.

This concept is built on the principle of dividing the types of State-owned enterprises according to their ownership levels, in order to improve the effectiveness of governance, transparency and accountability, ensuring equality for enterprises belonging to the State. other economic sectors. In addition, the fact that the state owns more than 50% of charter capital guarantees the right to direct direct decision making (only requires a rate of over 50%) indirectly govern (veto) other decisions of the business.

Regarding business households, this is one of the new points with many mixed opinions on whether or not business households should be converted into enterprises and immediately prescribed in the amended law this time.

Through the opinions of the National Assembly deputies, there were 59.58% of opposition and suggested the promulgation of a separate law on business households instead of being formulated into a chapter in the Enterprise Law, on that basis, The National Assembly Standing Committee has absorbed in the direction of abolishing the regulations on business households in the Enterprise Law (amended). Instead will enact a separate law.

The issue of the seal of the enterprise also has some amendments, in particular, the amended Enterprise Law removed the regulation on procedures for notification of seal samples to the business registration agency, in order to simplify the procedures for enterprises.

Regarding the rights of ordinary shareholders, the Enterprise Law (amended) stipulates not to reduce the percentage of ownership of shares of ordinary shareholders. The reduction of ordinary shareholder ownership will result in many small shareholders being interfered in the management, administration of production and business activities of the enterprise, which can affect information security of the business. However, to ensure the rights of small shareholders, the provisions of the Draft Law on Information Disclosure of Shareholders are proposed.

Regarding private placement of bonds of non-public companies: The subjects entitled to buy and transfer bonds are limited to professional securities investors only or need to be extended to both individual investors or other organizations.

In addition, there are some contradictions between the Law on Enterprises (amended) and related laws, in particular, the Law on Enterprises and the Law on Marriage contradict the ownership of common property. Therefore, it is recommended to supplement and supplement specific provisions on ownership and the right to transfer contributed capital in the Draft Law.