Notable Changes of Vietnam Law on Enterprises

On November 26th, 2014, the new version of Law on Enterprises has been adopted by Vietnam’s National Assembly. The act will come into effect on July 1st, 2015 and replace Law on Enterprises 2005. It comprises 10 chapters and 213 articles, which seek to improve Vietnamese business environment. Key points of the amendment include.

Company seals will be made optional

Pursuant to the prior Law on Enterprise, the Gorvernment shall stipulate the content of seals, conditions for making seals and regulations on seals usage. Now this regulation has changed under the new law. According to Article 44 of the new law, the company shall be entitled to decide the design, number and content of seals. The seals must supply the following information:

– Name of the company

– Tax number of the company Before using, the company must supply the seal sample to business registration office to post on National Portal of Business registration. The usage of seals must be in conformity with the company’s bylaw. Seals shall be used in case stipulated by law or agreed between transactional party.

Limited company, joint-stock company may have more than one representatives

Article 13 of the law states that limited company or joint-stock company may have one or many representatives. The number of representatives, titles, rights and obligations of each representative are set out by the company’s bylaw. The company must ensure that at least one representative lives in Vietnam and that representative, if leaving Vietnam, must authorize another person in writing to perform on behalf of him.

The director or general director of joint-stock company will not be prohibited being concurrently the director or general director of another enterprise

Under the Law on Enterprises 2005, the director or general director of the company cannot be concurrently the director or general director of another enterprise. This regulation has been removed by the new amendment. The only exception is the one who is appointed by the state as owner representatives of state capital portions in state-invested enterprises.