|
THE MINISTRY OF
PLANNING AND INVESTMENT OF VIETNAM
-----------
|
THE SOCIALIST
REPUBLIC OF VIET NAM
Independence-Freedom-Happiness
-----------------
|
|
No.
7566/VBHN-BKHDT
|
Hanoi, September
18, 2024
|
DECREE
ELABORATING SOME
ARTICLES OF THE LAW ON ENTERPRISES
The Government’s Decree No. 47/2021/ND-CP dated
April 01, 2021 elaborating some Articles of the Law on Enterprises, coming into
force from April 01, 2021, is amended by:
The Government's Decree No. 16/2023/ND-CP dated
April 25, 2023 on management and operation of enterprises directly serving
national defence and security functions, and enterprises serving both business
and national defence, security functions; amendments to point g of clause 1
Article 23 of the Government’s Decree No. 47/2021/ND-CP dated April 01,
2021 elaborating some Articles of the Law on Enterprises, coming into force
from April 25, 2023.
Pursuant to the Law on Government Organization
dated June 19, 2015; the Law on Amendments to the Law on Government
Organization and the Law on Local Government Organization dated November 22,
2019;
Pursuant to the Law on Enterprises dated June
17, 2020;
Pursuant to the Law on management and use of
state capital invested in manufacturing and business operations of enterprises
dated November 26, 2014;
Pursuant to the Law on Information Technology
dated June 29, 2006;
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
The Government promulgates a Decree elaborating
some Articles of the Law on Enterprises.[1]
Chapter I
GENERAL PROVISIONS
Article 1. Scope and regulated entities.
1. This Decree elaborates some Articles of the Law
on Enterprises on social enterprises, state-owned enterprises, groups of
companies, and disclosure of information of state-owned enterprises[2].
2. This Decree applies to the enterprises,
organizations and individuals specified in Article 2 of the Law on Enterprises.
Article 2. Definitions
For the purpose of his Decree, the terms below are
construed as follows:
1. “social enterprise” means an enterprise that
satisfies the criteria specified in Clause 1 Article 10 of the Law on
Enterprises.
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
3. “group of companies” means a group of companies
that are related to one another by ownership of shares/stakes or other forms of
association.
4. “Enterprise information portal” means website
www.business.gov.vn which is managed and operated by the Ministry of Planning
and Investment.
5. “National State-owned Enterprise Database” means
the collection of data about basic information of state-owned enterprise and is
developed, updated, managed and operated on www.business.gov.vn in order to
provide information about state-owned enterprise and serve social interests.
6. “person authorized to disclose information”
means an individual who is authorized by the enterprise to disclose
information; has the power to append signatures and seals according to the
enterprise’s rules and regulations.
Chapter II
SOCIAL ENTERPRISES
Article 3. Responsibility of social enterprises
and owners of sole proprietorships, members, shareholders of social enterprises
1. Social enterprises shall maintain pursue of
social and environmental objectives, retained earnings for re-investment and
other contents in the commitment to pursue social and environmental objectives
throughout their operation. Unless the social and environmental objectives are
terminated ahead of schedule, the social enterprise shall return all
incentives, aids and sponsorships it received to pursue social and
environmental objectives if it fails to fulfill the commitment to pursue social
and environmental objectives and maintain retained earnings for re-investment.
2. Owners of sole proprietorships, general partners
of partnerships, members of limited liability companies and related entities
that are shareholders of joint stock companies, members of the Board of
Directors, the Director/General Director holding office or within a specific
period of time shall be jointly responsible for the damage caused by the social
enterprise’s violations as prescribed in Clause 1 of this Article.
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
1. Social enterprises may receive foreign non-governmental
aids to pursue their social and environmental objectives in accordance with
regulations of law on receiving foreign non-governmental aids.
2. Social enterprises may receive sponsorships in
the form of property, finance or technical assistance to pursue their social
and environmental objectives from domestic organizations and individuals and
foreign organizations that have registered their operation in Vietnam as
follows:
a) The enterprise shall prepare a document about
receipt of sponsorship which specifies: information about the sponsors, types
of property, value of property or money, time of sponsorship; requirements to
be satisfied by the recipient; full name and signature of the sponsor’s
representative (if any).
b) Within 10 working days from the receipt of the
sponsorship, the enterprise shall send a notification to the authority in
charge of management of aids and sponsorships affiliated to the People’s
Committee of the province where the enterprise is headquartered. The
notification shall be enclosed with a copy of the document about receipt of
sponsorship.
Article 5. Conversion of social protection
establishments, social funds and charitable funds into social enterprises
1. A social protection establishment, social fund
or charitable fund may use all of its property, rights and obligations for
conversion into a social enterprise after obtaining the written approval from
the authority that issued the license for establishment.
2. After conversion as prescribed in clause 1 of
this Article, the social enterprise shall inherit all lawful rights, interests,
debts (including tax debts), employment contracts and other obligations of the
social protection establishment, social fund or charitable fund. The social
protection establishment, social fund or charitable fund is shut down from the
day on which the social enterprise is granted the Certificate of Enterprise
Registration.
3. Documentation and procedures for conversion from
social protection establishments, social funds and charitable funds into social
enterprises shall comply with the Law on Enterprises and regulations of the
Government on enterprise registration.
Article 6. Full division, partial division,
consolidation, merger, dissolution of social enterprises
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
2. In case of premature termination of social and
environmental objectives and dissolution of a social enterprise, the remaining
assets or finance received by the social enterprise shall be returned to the
providers, transferred to other social enterprises or organizations with
similar social objectives or transferred to the State as prescribed by the
Civil Code.
3. Documentation and procedures for full division,
partial division, consolidation, merger, dissolution of social enterprises
shall comply with the Law on Enterprises and regulations of the Government on
enterprise registration.
Chapter III
STATE-OWNED ENTERPRISES AND GROUPS OF COMPANIES
Article 7. State-owned enterprises and
determination of ratio of charter capital or total voting shares held by the
State in enterprises
1. The parent company prescribed in Point a Clause
2 and Point a Clause 3 Article 88 of the Law on Enterprises must not be a
subsidiary company in a another business group, corporation or group of parent
company - subsidiary companies.
2. The ratio of charter capital or total voting
shares held by the State in an enterprise means the total ratio of charter
capital or voting shares held by the state owner’s representative agencies in
that enterprise.
3. An independent company mentioned in Article 88
of the Law on Enterprises is a joint stock company or limited liability company
whose charter capital or total voting shares are held by the State and does not
belong to any group of parent company - subsidiary companies
Article 8. Board of Controllers, Controllers of
wholly state-owned enterprises
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
2. Salaries, remunerations, bonuses, working
conditions, costs of business trip and other operating costs of the Board of
Controllers and Controllers shall be decided by the state owner’s
representative agency, at least equal to those of the Board of Members or
Deputy General Director/Deputy Director of the enterprise; will be included in
the enterprise’s business costs and presented in a separate section in the
enterprise’s annual financial statement.
3. Controllers shall have the same benefits and
incentives when participating in social and collective activities of the
enterprises as those enjoyed by the enterprises’ employees.
Article 9. Duties of the Board of Controllers,
Controllers at a wholly state-owned enterprise
The Board of Controllers and Controllers at an
enterprise 100% charter capital of which is held by the State (hereinafter
referred to as “wholly state-owned enterprise”) shall fulfill the obligations
in Article 104 and the following regulations:
1. Prepare the annual work plan and submit it to
the state owner’s representative agency for approval and promulgation within
the first quarter; implement the approved work plan.
In the cases where unscheduled inspections are
necessary for early detection of errors of the enterprise, the Board of
Controllers and the Controllers shall proactively take actions and report to
the state owner’s representative agency.
2. Supervise the execution of major investment
projects whose value exceeds 30% of equity or capital of Group B projects
according to the Law on Public Investment, contracts, sales, purchases,
business transactions whose value exceeds 10% of equity or at the request of
the state owner’s representative agency; unusual business transactions of the
company.
Article 10. Operating regulations of the Board
of Controllers and Controllers
1. The state owner’s representative agencies of
wholly state-owned enterprises prescribed in Point a Clause 1 Article 88 of the
Law on Enterprises shall promulgate operating regulations of the Board of
Controllers and Controllers.
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
3. The Board of Members, Presidents of parent
companies that are state-owned enterprises shall promulgate operating
regulations of the Board of Controllers and Controllers of the single-member
limited liability companies that are wholly owned by the parent companies.
4. Operating regulations of the Board of
Controllers and Controllers shall include:
a) The scope, contents of rights, obligations and
duties of the Board of Controllers and the Controllers;
b) The mechanism form cooperation; rights,
obligations and responsibilities of the enterprise and its executives to
operation of the Board of Controllers and the Controllers;
c) The mechanism for cooperation, reporting,
seeking opinions between the state owner’s representative agency, the Board of
Controllers and the Controllers regarding their rights and duties;
d) The mechanism for cooperation between the Board
of Controllers, the Controllers, the enterprise’s executives, the
representative of the direct owner, the representative of state capital in the
enterprise, the representative of the enterprise’s capital in other enterprises
in performance of rights and obligations of the Board of Controllers and the
Controllers to the enterprise, the subsidiary companies, the subsidiary
companies with stakes or associate companies of the enterprise.
dd) Scope, contents of rights, obligations and
duties of the Board of Controllers and the Controllers;
e) Salaries, remunerations, bonuses, working
conditions, costs of business trip and other operating costs of the Board of
Controllers and the Controllers;
g) Other contents decided by the state owner’s
representative agency.
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
1. The charter of the joint stock company shall
specify the time and total number of votes or the number of votes of each
super-voting share.
2. The organizations authorized by the Government
as prescribed in Clause 1 Article 116 of the Law on Enterprises are the state owner’s
representative agencies and shall perform the state’s rights and obligations to
the super-voting shares.
3. The period of voting preference of the
super-voting shares being held by founding shareholders is 03 years from the
issuance date of the Certificate of Enterprise Registration, except
super-voting shares held by the organizations authorized by the Government.
Article 12. Cross ownership between companies in
a group of companies
1. Contribution of capital, purchase of shares of
other enterprises or for establishment of a new enterprise as prescribed in
Clause 3 Article 195 of the Law on Enterprises include:
a) Joint contribution of capital to establish a new
enterprise.
b) Joint purchase of stakes/shares of existing
enterprises.
c) Joint acquisition of stakes/shares from members,
shareholders of existing enterprises.
2. An enterprise within at least 65% state capital
mentioned in Clause 3 Article 195 of the Law on Enterprises is a state-owned
enterprise at least 65% of charter capital or voting shares of which are held
by the State.
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
4. The business registration authority shall reject
registration of change of the company’s members/shareholders if violations
against Clause 2 and Clause 3 Article 195 of the Law on Enterprises are found
while processing the application.
Chapter IV
DEFENSE AND SECURITY ENTERPRISES
Article 13.[4] (abrogated).
Article 14.[5] (abrogated).
Article 15.[6] (abrogated).
Article 16.[7] (abrogated).
Article 17.[8] (abrogated).
Article 18.[9] (abrogated).
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
Chapter V
DISCLOSURE OF INFORMATION OF STATE-OWNED ENTERPRISES
AND NATIONAL STATE-OWNED ENTERPRISE DATABASE
Section 1. DISCLOSURE OF INFORMATION OF STATE-OWNED
ENTERPRISES
Article 20. Information disclosure principles
1. The disclosure of information of state-owned
enterprises shall be adequate, accurate and timely as prescribed by law in
order to ensure openness and transparency of the enterprises’ operation, ensure
effectiveness of management and supervision by state authorities and the
society.
2. Information shall be disclosed by the
enterprise’s legal representative or the person authorized to disclose
information. In the latter case, the enterprise shall send the power of
attorney (Form No. 1 in Appendix II hereof) to the state owner’s representative
agency and the Ministry of Planning and Investment and publish this information
on the enterprise’s website.
The enterprise’s legal representative or the person
authorized to disclose information shall be responsible for the adequacy,
timeliness, truthfulness and accuracy of the information disclosed.
3. The report on information disclosure shall be
prepared according to the form in Appendix II hereof and converted into an
electronic file (pdf, Word, Excel). The filename shall match the type of report
as specified in Appendix II hereof. Information shall be disclosed in
Vietnamese language.
4. An online information disclosure report has the
same legal value as that of a physical report and is the basis for comparison
and verification of information serving information collection; inspection,
supervision as prescribed by law.
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
Article 21. Methods and means of information
disclosure
1. Information may be disclosed in the form of
physical documents and electronic data.
2. Means of information disclosure include:
a) The enterprise’s website.
b) The state owner’s representative agency’s
website.
c) www.business.gov.vn.
3. In case the information disclosure date is a day
off or public holiday prescribed by law, the enterprise shall disclose
information on the day succeeding the day off or public holiday.
4. Information disclosure on means of mass media
shall be regulated by state owner’s representative agencies.
Article 22. Information disclosure accounts on
www.business.gov.vn
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
2. An information disclosure account on
&fAwww.business.gov.vn; shall have the following contents:
a) Information about the legal representative: full
name, ID number; phone number, email address; position.
b) Basic information about the enterprise: The
enterprise’s name, enterprise ID number, headquarters address, phone number,
email address, website; state owner’s representative agency; ratio of state
capital in the enterprise.
3. The enterprise must change its password within
01– 03 working days from the day on which the account is created; protect the
account and password; promptly inform the Ministry of Planning and Investment
if the account or password is lost or stolen or used by an unauthorized person.
Article 23. Periodically disclosed information
1. A wholly state-owned enterprise shall
periodically disclose the following information:
a) Basic information about the enterprise and its
charter;
b) Overall objectives, specific objectives and
targets of the annual business plan approved by the state owner’s
representative agency according to Form No. 2 in Appendix II hereof; this
information shall be disclosed before March 31 of the execution year;
b) Report on implementation of the annual business
plan according to Form No. 3 in Appendix II hereof; this information shall be
disclosed before June 30 of the year preceding the succeeding year;
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
dd) 6-month report on administration and
organizational structure of the enterprise according to Form No. 5 in Appendix
II hereof; this information shall be disclosed before July 31 every year;
e) Annual report on administration and
organizational structure of the enterprise according to Form No. 6 in Appendix
II hereof; this information shall be disclosed before June 30 of the execution
year;
d) [11]
The mid-year financial statements and their summaries (including the financial
statements of the parent company and the consolidated financial statements (if
any); these documents must be disclosed before July 31 every year;
h) The annual financial statements and summaries
thereof audited by an independent audit organization, including the financial
statement of the parent company and the consolidated financial statement (if
any) as prescribed by regulations of law on corporate accounting; this
information shall be disclosed within 150 days from the end of the fiscal year.
2. Enterprises over 50% charter capital or voting
shares are held by the State shall disclose information in accordance with
Points a, c, dd, e, h Clause 1 of this Article.
Article 24. Ad-hoc information disclosure
The enterprise shall disclose information on its
website or printed matter (if any) and posted at the headquarters, business
location, www.business.gov.vn and send a notification to the state owner’s
representative agency within 36 hours from the occurrence of any of the events
specified in Clause 1 Article 110 of the Law on Enterprises.
Article 25. Disclosing information
1. The enterprise shall publish the information
specified in Article 23 and Article 24 of this Decree on its website and
www.business.gov.vn on schedule; and concurrently send a report to the state
owner’s representative agency. For information that is important, relevant to
or affecting national secrets and security, business secrets, the enterprise
shall request the state owner’s representative agency to decide which
information should be restricted from disclosure.
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
Article 26. Delaying information disclosure
1. The enterprise shall submit a report to the
state owner’s representative agency in case information cannot be disclosed on
schedule due to force majeure or the disclosure of which is subject to approval
by the state owner’s representative agency.
2. The state owner’s representative agency shall
consider delaying information disclosure and send a written notification to the
Ministry of Planning and Investment.
3. The enterprise shall announce the delay on its
website and disclose information after the force majeure event has been dealt
with or after the state owner’s representative agency offers its opinion about
information restricted from disclosure.
Section 2. NATIONAL STATE-OWNED ENTERPRISE
DATABASE
Article 27. Rules for development, update,
management and utilization of National State-owned Enterprise Database
1. The development, update, management and
utilization of National State-owned Enterprise Database shall satisfy the
following requirements:
a) The contents are appropriate, accurate, timely
and effective;
b) Existing data are utilized; reuse of the same
sources of data is avoided;
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
2. The structural design of the National
State-owned Enterprise Database shall comply with standards for databases,
technical regulations and standards, information technology and economic –
technical norms; have compatibility, ability to integrate and share information
continuously and safely between state agencies and state-owned enterprises; be
able to open data fields in the structure and software.
3. Information in National State-owned Enterprise
Database shall be collected, updated from reports on periodic and ad-hoc
information disclosures of enterprises and data on www.business.gov.vn.
Article 28. Management and utilization of
National State-owned Enterprise Database
1. The following information about an enterprise
may be published on &fAwww.business.gov.vn;: The enterprise’s name,
enterprise ID number, headquarters address, phone number, email address,
website; state owner’s representative agency; ratio of state capital in the
enterprise, the enterprise’s legal representative, business lines, periodic and
ad-hoc information disclosure reports.
2. Enterprises are entitled to use information and data
on National State-owned Enterprise Database using their information disclosure
accounts.
3. The management and utilization of National
State-owned Enterprise Database shall comply with guidance of the Ministry of
Planning and Investment.
Article 29. Funding for development, update,
management and utilization of National State-owned Enterprise Database
1. The funding for development, update, management
and utilization of National State-owned Enterprise Database shall be provided
from:
a) The state budget;
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
2. The management and use of funding for
development, update, management and utilization of National State-owned
Enterprise Database shall comply with regulations of the Law on State Budget, bidding
laws, regulations of sponsors and relevant laws.
Section 3. RESPONSIBILITIES OF RELEVANT
ORGANIZATIONS AND HANDLING VIOLATIONS
Article 30. Responsibilities of enterprises
1. Establish regulations on information disclosure
in accordance with this Decree, including authority, responsibility, tasks of
relevant individuals and units.
2. Build a website within 03 months from the
effective date of this Decree. The website shall display the time of upload of
the information and basic information about the enterprise; periodic and ad-hoc
information disclosure reports prescribed by this Decree.
3. Declare and take responsibility for the accuracy
of information updated in electronic forms on www.business.gov.vn when
uploading information disclosure reports[12].
4. Comply with regulations; facility inspection and
supervision by state owner’s representative agencies and relevant authorities
as prescribed by law.
Article 31. Responsibilities of state owner’s
representative agencies
1. Develop a separate column on information
disclosure by enterprises on the state owner’s representative agency’s website;
provide adequate funding form state budget or other lawful sources to upgrade,
maintain, and operate the state owner’s representative agency’s website serving
information disclosure by enterprises as prescribed by this Decree.
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
3. Inspect and supervise information disclosure by
enterprises under the state owner’s representative agency’s management in
accordance with this Decree.
Article 32. Responsibilities of the Ministry of
Planning and Investment
1. Ensure information infrastructure and necessary
devices for management, maintenance, operation of &fAwww.business.gov.vn;;
ensure continuity, stability, safety and accessibility of information disclosed
by enterprises.
2. Organize training; provide guidance on
information disclosure, management and use of National State-owned Enterprise
Database.
3. Supervise information disclosure by state-owned
enterprises; publish the list of enterprises that fail to disclose information
on www.business.gov.vn and submit reports to the Prime Minister and their state
owner’s representative agencies.
4. Develop, update, manage, and use the National
State-owned Enterprise Database on www.business.gov.vn; to ensure access and
effective use of information serving social interests.
5. Preside over the integration, sharing, and
connection of National State-owned Enterprise Database with enterprise database
of Ministries, ministerial agencies, governmental agencies, the People’s
Committees of provinces and other organizations to facilitate the Government’s
administration.
6. Periodically review and propose upgrades to
information technology infrastructure of www.business.gov.vn;. Prepare periodic
or ad-hoc estimates of regular expenditures to ensure adequate budget for
operation and upgrade of www.business.gov.vn.
Article 33. Handling violations
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
2. Te state owner’s representative agency shall
assess and rank executives, representatives of state capital in enterprises in
accordance with applicable regulations on management of people holding
positions and representatives of state capital in enterprises in case the
commit the following violations:
a) Regulations on information disclosure of this
Decree are not implemented or fully and punctually implemented;
b) Disclosed information is not truthful and
accurate.
3. The state owner’s representative agency shall be
responsible to the Government for:
a) Failure to supervise and inspect information
disclosure by enterprises in accordance with this Decree;
b) Failure to publicly and punctually upload the
information disclosed by enterprises under its management to its website.
Chapter V
IMPLEMENTATION[13]
Article 34. Effect and transition
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
2. This Decree replaces and annuls the following
documents:
a) The Government’s Decree No. 81/2015/ND-CP dated
September 18, 2015 on information disclosure by state-owned enterprises.
b) The Government’s Decree No. 93/2015/ND-CP dated
October 15, 2015 on organization, management and operation of defense and
security enterprises.
c) The Government’s Decree No. 96/2015/ND-CP dated
October 19, 2015 elaborating some Articles of the Law on Enterprises.
d) The Prime Minister’s Decision No. 35/2013/QD-TTg
dated June 07, 2013 promulgating operating regulations of the Board of
Controllers and Controllers of wholly state-owned single-member limited
liability companies.
3.[14]
(abrogated).
4. Except the cases specified in Clause 3 Article
195 of the Law on Enterprises, the enterprises that contributed capital or
purchased shares before June 01, 2015 may buy, sell, transfer, increase,
decrease the stakes/shares but must not increase the cross ownership ratio
before July 01, 2015.
Article 35. Responsibility for implementation
1.[15]
(abrogated).
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
3. Ministries, ministerial agencies, governmental
agencies, the People’s Committees of provinces, relevant organizations and
individuals are responsible for connection, integration, sharing information
about state-owned enterprises with National State-owned Enterprise Database as
instructed by the Ministry of Planning and Investment.
4. Ministers, heads of ministerial agencies, heads
of governmental agencies, Presidents of the People’s Committees of provinces
and the entities regulated by this Decree are responsible for the
implementation of this Decree./.
CERTIFIED BY
MINISTER
Nguyen Chi Dung
Appendix I [17] (abrogated)
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
Form No. 1: POWER
OF ATTORNEY TO DISCLOSE INFORMATION
(Enclosed with
the Government’s Decree No. 47/2021/ND-CP dated April 01, 2021)
[NAME OF
ENTERPRISE]
[Enterprise ID number]
----------
THE SOCIALIST
REPUBLIC OF VIET NAM
Independence-Freedom-Happiness
-----------------
No.
…….[location
& date]
To:
- State owner’s representative agency;
- Ministry of Planning and Investment of Vietnam.
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
The enterprise’s business name:
………………………………………………………………
Enterprise ID number:
……………………………………………………………………………
Contact address: ……………………………………………………………………………………
Website: ……………………………………………………………………………………………
II. AGENT (Party B):
Mr. (Mrs.):
…………………………………………………………………………………………
ID card/ Citizen identity card:
……………………………………………………………………
Issued on: ……………………………… Issuing authority:
……………………………………
Contact telephone: ……………………………… Email:
……………………………………….
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
III. CONTENTS OF AUTHORIZATION:
Party A authorizes party B to act as the “Person
authorized to disclose information” of party A.
Party B shall act on behalf of party A to disclose
information in an adequate, accurate and timely manner as prescribed by law.
This power of attorney takes effect
from…../…./..... (date) until it is abrogated by a written notice issued
by....................... (Name of the enterprise)
PARTY A’S LEGAL
REPRESENTATIVE
(signature, full name and seal)
PARTY B
(signature and full name)
Form No. 2:
REPORT ON OVERALL OBJECTIVES, BUSINESS PLAN OF YEAR….
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
THE SOCIALIST REPUBLIC OF VIET NAM
Independence-Freedom-Happiness
-----------------
No.
……….[location
& date]
I. GENERAL OBJECTIVES AND TASKS OF THE PLAN
II. BUSINESS AND DEVELOPMENT INVESTMENT PLAN OF
YEAR….
1. Production and business plan
- Plan for main output targets
- Production and business plan of whole year
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
No.
Targets
Unit
Planned target
1
Main output targets
a)
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
b)
Product 2
……………..
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
2
Public products and service targets (if any)
3
Total revenues
VND billion
4
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
VND billion
5
Profits after taxes
VND billion
6
Taxes and other amounts payable to state budget
VND billion
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
7
Total investment capital
VND billion
8
Export turnover (if any)
VND billion
9
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
2. Enterprise’s investment plan in the year (names
of projects of group B or higher groups,
……………………….
Form No. 3:
REPORT ON IMPLEMENTATION OF BUSINESS PLAN OF YEAR….
[NAME OF
ENTERPRISE]
[Enterprise ID number]
----------
THE SOCIALIST
REPUBLIC OF VIET NAM
Independence-Freedom-Happiness
-----------------
No.
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
I. PERFORMANCE OF BUSINESS ACTIVITIES IN YEAR….
- Assessment of business results achieved in the
year, compared to planned targets in Table 1;
- Main advantages and difficulties, and factors
adversely influencing the implementation of the enterprise’s business plan.
TABLE 1: ENTERPRISE’S SOME BUSINESS TARGETS
No.
Targets
Unit
Planned value
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
Realized value
of group of parent company - subsidiaries (if any) (*)
1
Main products
a)
Product 1
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
b)
Product 2
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
Total revenues
VND billion
3
Profits before taxes
VND billion
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
4
Profits after taxes
VND billion
.
5
Taxes and other amounts paid to state budget
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
6
Import turnover (if any)
VND billion
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
Public products and services (if any)
8
Total employees
Persons
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
9
Total salary fund
VND billion
a)
Salary fund for managers
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
b)
Salary fund for employers
VND billion
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
(*) A parent company that is a state-owned
enterprise shall only provide information on consolidated targets of parent
company-subsidiary relationship.
II. INVESTMENT AND EXECUTION OF INVESTMENT
PROJECTS
1. Assessment of execution of projects whose total
investment is classified in group B or higher groups (as prescribed in the Law
on Public Investment); execution progress; difficulties that arise during the
project execution, if the approved execution schedule is not met.
TABLE 2: INVESTMENTS MADE BY ENTERPRISE
No.
Name of project
Total
investment capital (VND billion)
Owner's equity
(VND billion)
Borrowed
capital
(VND billion)
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
Total realized
value by the reporting date
(VND billion)
Project
execution duration
(from year… to year…)
Projects of
national significance
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
Group-A project
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
Group-B project
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
2. Financial investments.
III. INVESTMENTS IN SUBSIDIARIES
Assessment of operations of subsidiaries over 50%
of charter capital of which is held by the enterprise, the enterprise’s
investments in these subsidiaries, brief description of operations and
financial health of these subsidiaries according to Table 3.
TABLE 3: INVESTMENT AND BUSINESS OPERATIONS OF
SUBSIDIARIES WHOSE CONTROLLING SHARES ARE HELD BY THE PARENT COMPANY
No.
Enterprise’s name
Charter capital
(VND billion)
Total investment
of the parent company
(VND billion)
Total assets
(VND billion)
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
Pretax profits
(VND billion)
After-tax profits
(VND billion)
Profits paid to
the parent company
Taxes and other
amounts paid to state budget
(VND billion)
Total liabilities
(VND billion)
1
Subsidiaries wholly owned by the parent
company
1.1
Company A
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
1.2
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
Subsidiaries over 50% of charter capital of
which is held by the parent company
2.1
Company C
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
2.2
Company D
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
Form No. 4:
REPORT ON PERFORMANCE OF PUBLIC INTEREST TASKS AND SOCIAL RESPONSIBILITY (IF
ANY) OF YEAR…..
[NAME OF
ENTERPRISE]
[Enterprise ID number]
----------
THE SOCIALIST
REPUBLIC OF VIET NAM
Independence-Freedom-Happiness
-----------------
No.
………[location
& date]
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
I. SOME TARGETS OF PUBLIC INTEREST TASKS
No.
Targets
Unit
Planned value
Realized value
Ratio of
realized value to planned value
(%)
1
Volume/amount of public interest products in the
year
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
1.1
Product 1
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
Product 2
…..
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
2
Costs associated with performance of public
interest products/services in the year
3
Revenues earned from public interest
products/services in the year
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
II. SOCIAL RESPONSIBILITY OF THE ENTERPRISE
1. Environmental protection.
2. Contributions to social communities.
3. Responsibility towards suppliers.
4. Ensuring benefits and safety of consumers.
5. Ensuring benefits of shareholders and employees
of the enterprise.
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
Form No. 5:
6-MONTH REPORT ON ADMINISTRATION AND ORGANIZATIONAL STRUCTURE OF THE ENTERPRISE
[NAME OF
ENTERPRISE]
[Enterprise ID number]
----------
THE SOCIALIST
REPUBLIC OF VIET NAM
Independence-Freedom-Happiness
-----------------
No.
……….[location
& date]
I. ACTIVITIES OF BOARD OF MEMBERS/BOARD OF
DIRECTORS/COMPANY’S PRESIDENT:
Information on resolutions and decisions issued by
the Board of Members/ Company’s President/Board of Directors on business
operations, investment, bidding, procurement of assets, etc.
TABLE 1: IMPORTANT RESOLUTIONS/DECISIONS OF
BOARD OF MEMBERS/BOARD OF DIRECTORS OR COMPANY’S PRESIDENT
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
Resolution/decision
number
Date
Authorized
signatory
Contents
(brief
description of the main contents of the resolution/decision)
1
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
2
3
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
....
II. INFORMATION ON TRANSACTIONS WITH RELATED
PARTIES:
TABLE 2: STATISTICAL REPORTING ON TRANSACTIONS
WITH RELATED PARTIES
No.
Name of
organization/individual
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
Contents of
transaction
Transaction
value
Number of
resolution/decision of Board of Members/Board of Directors/General Meeting of
Shareholders
(1)
(2)
(3)
(4)
(5)
(6)
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
2
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
3
….
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
Notes:
(2) : Specify name of the party to the transaction;
(3) : Time of starting the transaction;
(4) : Specify contents of the transaction (e.g.
economic contract, loan agreement, borrowing contract, etc.);
(5) : Specify the transaction value (E.g. VND
billion, USD thousand, etc.);
(6) : Specify number and date of the written
approval of the transaction issued by the competent authority.
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
Information on transactions worth at least 10% of the
owner’s equity of the enterprise in connection with the enterprise’s business,
investment, bidding, etc. (using Table 3).
TABLE 3: STATISTICAL REPORTING ON TRANSACTIONS
OF THE ENTERPRISE
No.
Contents of
transaction
Partner
Transaction
time
Transaction
value
Number of
resolution/decision of Board of Members/Board of Directors/General Meeting of
Shareholders
(1)
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
(3)
(4)
(5)
(6)
1
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
2
3
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
...
Notes:
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
(3) : Specify name of the party to the transaction;
(4) : Time of starting the transaction;
(5) : Specify the transaction value (E.g. VND
billion, USD thousand, etc.);
(6) : Specify number and date of the written
approval of the transaction issued by the competent authority.
Form No. 6:
REPORT ON ADMINISTRATION AND ORGANIZATIONAL STRUCTURE OF THE ENTERPRISE OF
YEAR…..
[NAME OF
ENTERPRISE]
[Enterprise ID number]
----------
THE SOCIALIST
REPUBLIC OF VIET NAM
Independence-Freedom-Happiness
-----------------
No.
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
I. INFORMATION ON OWNER’S REPRESENTATIVE AGENCY
1. General information.
- Owner’s representative agency.
- Head of the owner’s representative agency and
his/her deputies;
2. Relevant decisions issued by the owner’s
representative agency.
Statistical reporting on relevant decisions issued
by the owner’s representative agency is made using Table 1.
TABLE 1: RELEVANT DECISIONS ISSUED BY THE
OWNER’S REPRESENTATIVE AGENCY
No.
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
Date
Contents
(brief
description of the main contents of the decision)
1
2
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
3
...
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
1. List of the enterprise’s executives: specify
detailed information using Table 2.
TABLE 2: LIST OF THE ENTERPRISE’S EXECUTIVES
No.
Full name
Year of birth
Professional
level
Working
experience
Job position
1
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
2
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
3
…
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
2. Salary, remuneration and other benefits of the
enterprise’s executives.
Salary, bonus, remuneration and other benefits of
each of the enterprise’s executives listed in Table 3.
TABLE 3: SALARY, BONUS OF ENTERPRISE’S
EXECUTIVES
No.
Full name
Job position
Salary
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
Salary/year
Bonus, other
income
1
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
3
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
....
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
3. Activities of Board of Members/Board of
Directors or Company’s President.
Information on resolutions and decisions issued by
the Board of Members/ Company’s President/Board of Directors on business
operations, investment, bidding, procurement of assets, etc. is provided using
Table 4.
TABLE 4: RESOLUTIONS/DECISIONS OF BOARD OF MEMBERS/BOARD
OF DIRECTORS OR COMPANY’S PRESIDENT
No.
Resolution/decision
number
Date
Authorized
signatory
Contents
(brief
description of the main contents of the resolution/decision)
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
2
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
…
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
1. Information about the Board of Controllers and
Controllers.
TABLE 5: LIST OF MEMBERS OF BOARD OF CONTROLLERS
AND CONTROLLERS
No.
Full name
Year of birth
Professional
level
Job position
Date of
undertaking the position as member of Board of Controller
Rate of
attending meeting
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
2
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
3
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
...
2. Reports by the Board of Controllers and
Controllers.
IV. CONCLUSIONS GIVEN BY INSPECTING AUTHORITY
(IF ANY)
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
1. List of Related persons of the enterprise.
TABLE 6: LIST OF RELATED PERSONS OF THE
ENTERPRISE
No.
Name of
organization/individual
Position
(if any)
Head office’s
address/ contract address
Time of
starting this relationship
Time of
terminating this relationship
Reason for
terminating this relationship
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
2
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
3
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
....
2. Information on transactions with related
parties.
TABLE 7: STATISTICAL REPORTING ON TRANSACTIONS
WITH RELATED PERSONS
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
Name of
organization/individual
Transaction
time
Contents of
transaction
Transaction
value
Number of
resolution/decision of Board of Members/Board of Directors/General Meeting of
Shareholders
(1)
(2)
(3)
(4)
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
(6)
1
2
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
3
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
Notes:
(2) : Specify name of the party to the transaction;
(3) : Time of starting the transaction;
(4) : Specify contents of the transaction (e.g.
economic contract, loan agreement, borrowing contract, etc.);
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
(6) : Specify number and date of the written
approval of the transaction issued by the competent authority.
VI. USE OF EMPLOYEES
- Total employees of the enterprise (persons):
- Average salary/year of employees (VND million):
- Bonus and other income/person/year of employees
(VND million):
[1]
The Government's Decree No. 16/2023/ND-CP dated April 25, 2023 on management
and operation of enterprises directly serving national defence and security
functions, and enterprises serving both business and national defence, security
functions; amendments to point g of clause 1 Article 23 of the Government’s
Decree No. 47/2021/ND-CP dated April 01, 2021 elaborating some Articles of
the Law on Enterprises, is promulgated pursuant to:
The Law on Government Organization dated June
19, 2015; the Law on Amendments to the Law on Government Organization and the
Law on Local Government Organization dated November 22, 2019;
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
The Law providing amendments to the Law on
Public Investment, the Law on Public-Private Partnership Investment, the
Investment Law, the Housing Law, the Law on Electricity, the Law on
Enterprises, the Law on Excise Duties, and the Law on Civil Judgment
Enforcement dated January 11, 2022;
At the request of the Minister of Planning and
Investment of Vietnam;”
[2]
Provisions on defense and security enterprises in this Clause are abrogated
according to Clause 2 Article 15 of the Decree No. 16/2023/ND-CP, coming into
force from April 25, 2023.
[3]
This point is abrogated according to clause 2 Article 15 of the Circular No.
16/2023/ND-CP, coming into force from April 25, 2023.
[4]
This Article is abrogated according to clause 2 Article 15 of the Circular No.
16/2023/ND-CP, coming into force from April 25, 2023.
5] This Article is abrogated according to clause 2
Article 15 of the Circular No. 16/2023/ND-CP, coming into force from April 25,
2023.
[6]
This Article is abrogated according to clause 2 Article 15 of the Circular No.
16/2023/ND-CP, coming into force from April 25, 2023.
7] This Article is abrogated according to clause 2
Article 15 of the Circular No. 16/2023/ND-CP, coming into force from April 25,
2023.
[8]
This Article is abrogated according to clause 2 Article 15 of the Circular No.
16/2023/ND-CP, coming into force from April 25, 2023.
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
[10]
This Article is abrogated according to clause 2 Article 15 of the Circular No.
16/2023/ND-CP, coming into force from April 25, 2023.
[11]
This point is amended according to Article 13 of the Circular No.
16/2023/ND-CP, coming into force from April 25, 2023.
[12]
Provisions on defense and security enterprises in this Clause are abrogated according
to Clause 2 Article 15 of the Decree No. 16/2023/ND-CP, coming into force from
April 25, 2023.
[13]
Article 15 and Article 16 of the Government's Decree No. 16/2023/ND-CP dated
April 25, 2023 on management and operation of enterprises directly serving
national defence and security functions, and enterprises serving both business
and national defence, security functions; amendments to point g of clause 1
Article 23 of the Government’s Decree No. 47/2021/ND-CP dated April 01,
2021 elaborating some Articles of the Law on Enterprises stipulate as follows:
“Article 15. Effect and transition
1. This Decree comes into force from the day on
which it is signed.
2. This Decree shall replace and annul
regulations on defence and security enterprises laid down in clause 1 of
Article 1, clause 2 of Article 2, Article 13 through Article 19, clause 1 of
Article 23, clause 3 of Article 30, clause 3 of Article 34, clause 1 and 2 of
Article 35 in the Decree No. 47/2021/ND-CP.
3. Enterprises that have been granted or
re-granted recognition as defense and security enterprises according to the
regulatory provisions of the Government’s Decree No. 93/2015/ND-CP dated
October 15, 2015 on organization, management and operation of defense and security
enterprises shall implement the policies applicable to enterprises and
employees at enterprises directly serving national defense and security
functions specified in this Decree until the expiry date of 3 years from the
issuance date of decision on grant or re-grant of recognition of defense and
security enterprises. Enterprises that have been granted or re-granted
recognition as defense and security enterprises according to the regulatory
provisions of the Decree No. 47/2021/ND-CP shall implement the policies
applicable to enterprises and employees at enterprises directly serving
national defense and security functions specified in this Decree until the
expiry date of 5 years from the issuance date of decision on grant or re-grant
of recognition of defense and security enterprises.
Article 16. Responsibility for implementation
...
...
...
Please sign up or sign in to your
TVPL Pro Membership to see English documents.
2. The Ministry of National Defense and the
Ministry of Public Security shall provide guidance on the implementation of the
reporting, information disclosure, inspection and supervision regime for
enterprises directly serving national defense and security functions, and
enterprises serving both business and national defense, security functions;
standards, conditions and procedures for appointment, dismissal, discharge,
rewarding and disciplining of executives, controllers, and heads of the Control
Boards of enterprises directly serving national defense and security functions,
and executives, controllers, Heads of the Control Boards, representatives of
the state capital portion invested in enterprises serving both business and
national defense, security functions; assignment of task and ordering of
production and supply of products and services by enterprises; prices, unit
prices or costs of production and supply of defense and security products and
services and tasks specified in this Decree.
3. The Ministry of Planning and Investment shall
be responsible for monitoring and evaluating the implementation of the regulatory
provisions of this Decree.
4. Entities and persons involved in the process
of management and operation of enterprises directly serving national defence
and security functions, and enterprises serving both business and national
defence, security functions; procedures for disclosure of information by state
enterprises shall be responsible for enforcing this Decree.”
[14]
This clause is abrogated according to clause 2 Article 15 of the Circular No.
16/2023/ND-CP, coming into force from April 25, 2023.
[15]
This clause is abrogated according to clause 2 Article 15 of the Circular No.
16/2023/ND-CP, coming into force from April 25, 2023.
[16]
This clause is abrogated according to clause 2 Article 15 of the Circular No.
16/2023/ND-CP, coming into force from April 25, 2023.
[17]
This Appendix is abrogated according to Clause 2 Article 15 of the Decree No. 16/2023/ND-CP
(abrogating Article 13 of the Decree No. 47/2021/ND-CP), coming into force from
April 25, 2023.