Do enterprises need to amend their charter when there is a new law in Vietnam?
From January 1, 2021, the 2014 Enterprise Law will expire. So when a new law is passed, do enterprises in Vietnam need to amend their charters?
Do enterprises need to amend their charter when there is a new law in Vietnam? (Image from the Internet)
Article 24 of the 2020 Enterprise Law (Effective from 01/01/2021) stipulates:
1. The company's charter includes the initial charter submitted upon enterprise registration and revisions made during the operation.
2. Primary contents of the company's charter:
a) The company’s name, addresses of the headquarters, branches and representative offices (if any);
b) The company’s business lines;
c) The charter capital; total quantity of shares, types of shares and face value of each type (for joint stock companies);
d) Full name, mailing address, nationality of each partner (for partnerships), the owner and each member (for limited liability companies) or the founding shareholders (for joint stock companies). Stakes held by each member or partner (for limited liability companies and partnerships) and values thereof. Quantity of shares, types of shares and value of each type held by founding shareholders (for joint stock companies);
dd) Rights and obligations of the members or partners (for limited liability companies and partnerships) or shareholders (for joint stock companies);
e) The organizational structure;
g) Quantity, titles, rights and obligations of each of the enterprise’s legal representatives;
h) Method for ratifying the company’s decisions; rules for settlement of internal disputes;
i) Basis and method for determination of salaries and bonuses of the executives and controllers;
k) Cases in which members/shareholders may request the company to repurchase their stakes/shares (For limited liability companies/joint stock companies);
l) Rules for distribution of post-tax profits and settlement of business losses;
m) Cases of dissolution; procedures for dissolution and liquidation of the company’s assets;
n) Procedures for revising the company's charter.
...
Therefore, the 2020 Enterprise Law does not have specific provisions on when to amend the company's charter, meaning that it is not mandatory for an enterprise to amend its charter when there is a new law. An enterprise only needs to amend the contents of its charter that are no longer conformable with the new regulations.
Best Regards!
