The right to determine the number of legal representatives, the number and content of seals, changes in business registration procedures,... are some of the notable points regulated in the Law on Enterprises 2014.
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Law on Enterprises 2014 has just been approved by the National Assembly on November 26, 2014, and will take effect from July 1, 2015, with the following noteworthy changes:
Enterprises may have multiple legal representatives
Limited Liability Companies (TNHH) and Joint Stock Companies may have one or more legal representatives. Depending on the management needs of each enterprise, the enterprise has the right to decide the number, management titles, and specific rights and obligations of the legal representatives in the charter.
Enterprises must ensure that there is always at least one legal representative residing in Vietnam. In case the enterprise has only one legal representative, that person must reside in Vietnam and must authorize another person in writing to perform the rights and obligations of the legal representative when leaving Vietnam. If the authorization period expires and the legal representative has not returned to Vietnam and there is no other authorization, the authorized person will continue to perform the rights and obligations of the legal representative of the enterprise within the scope of the authorization until the legal representative returns to work or until the company owner, Members’ Council, or Board of Directors decides to appoint another person as the legal representative. This is a new and progressive point of the Law on Enterprises 2014, providing a mechanism to handle cases where the legal representative is frequently absent from Vietnam.
The time for issuing a Business License is 3 working days, and the content of the license does not include business lines
When registering to establish an enterprise, in some cases, the business registration authority may request the registrant to submit a judicial record certificate.
Law on Enterprises 2014 has shortened the time to consider and issue the Business Registration Certificate to 3 working days from the date of receiving the application, while the current regulation (Law on Enterprises 2005) is 10 working days.
The Business Registration Certificate can be presented in written or electronic form and will not include business lines. This means that when changing business lines, enterprises only need to notify the business registration authority for supplementation in the business registration file without having to register to change the business registration content to be issued a new Business Registration Certificate like currently.
After being issued a Business Registration Certificate or when changing the business registration content, enterprises must publicly announce it on the National Business Registration Portal. According to the current regulation, enterprises can choose the method of announcement, such as publishing on the enterprise information network of the business registration authority or one of the printed or electronic newspapers in 3 consecutive issues.
Enterprises have the right to decide the form, quantity, and content of seals
According to current regulations, each enterprise is only allowed to use one seal, except in some cases where the use of the second seal is approved and must be registered with the police agency. From July 1, 2015, enterprises have the right to decide on the form, quantity, and content of the enterprise's seal but must ensure it shows the name and business registration number, and the seal sample must be notified to the business registration authority for public posting on the National Business Registration Portal.
Capital contribution period shortened to 90 days
Owners and members of Limited Liability Companies must fully and correctly contribute the type of assets as committed when registering to establish the enterprise within 90 days from the date of issuance of the Business Registration Certificate, while the current regulation for the maximum capital contribution period is 36 months. However, for Limited Liability Companies established before July 1, 2015, the capital contribution period will still be implemented according to the company charter.
Social Enterprises
While the Law on Enterprises 2005 only encourages, favors, and creates favorable conditions for enterprises to participate in the production and provision of public utility products and services, the new regulation specifies in more detail the criteria, rights, and obligations of social enterprises.
Source: Doanhnhansaigon.vn
