Pursuant to the Constitution of the Socialist Republic of Vietnam;

The National Assembly promulgates the Law on amendments to certain articles of the Law on Public Investment No. 39/2019/QH14, which is amended by the Law No. 64/2020/QH14 and the Law No. 72/2020/QH14; the Law on Public-Private Partnership Investment No. 64/2020/QH14; the Law on Investment No. 61/2020/QH14, which is amended by the Law No. 72/2020/QH14; the Law on Housing No. 65/2014/QH13, which is amended by the Law No. 40/2019/QH14, Law No. 61/2020/QH14, Law No. 62/2020/QH14 and the Law No. 64/2020/QH14; the Law on Bidding No. 43/2013/QH13, which is amended by the Law No. 03/2016/QH14, the Law No. 04/2017/QH14, the Law No. 40/2019/QH14 and the Law No. 64/2020/QH14; the Law on Electricity No. 28/2004/QH11, which is amended by Law No. 24/2012/QH13 and the Law No. 28/2018/QH14; the Law on Enterprises No. 59/2020/QH14; the Law on Special Excise Duties No. 27/2008/QH12, which is amended by the Law No. 70/2014/QH13, Law No. 71/2014/QH13 and the Law No. 106/2016/QH13; the Law on Civil Judgment Enforcement No. 26/2008/QH12, which is amended by the Law No. 64/2014/QH13, Law No. 23/2018/QH14 and the Law No. 67/2020/QH14.

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Article 7. Amendments to certain articles of the Law on Enterprises

1. The name of article and the first paragraph of clause 1 Article 49 shall be amended as follows:

** “Article 49. Rights of members of the company**

1. A member of the company has the following rights:”.

2. The name of Article 50 shall be amended as follows: <0}

** “Article 50. Obligations of members of the company”.**

3. Certain points and clauses of Article 60 shall be amended as follows:

a) Point e clause 2 shall be amended as follows:

 “e) Full names and comments of participants who disagree with the ratification of the minutes (if any);”;

b) Clause 3 shall be amended as follows:

 “3. In case the chair and the minute taker refuse to sign the minutes, they will be effective if they are signed by the other members of the Board of Members and contain all information prescribed in Points a, b, c, d, dd and e Clause 2 of this Article.  The minutes shall clearly state the reasons why the chair and the minute taker refuse to sign them.  The persons who sign the minutes are jointly responsible for the accuracy and truthfulness of the minutes. The chair and minute taker shall take personal liability for the damage caused to the enterprise by refusing to sign the meeting minutes in accordance with this Law, the company's charter and relevant laws.”

4. Point d clause 1 Article 109 shall be amended as follows:

 “d) The mid-year financial statement, including the financial statement of the parent company and the consolidated financial statement (if any); these documents must be disclosed before July 31;”.

5. Clause 1 and clause 2 Article 148 shall be amended as follows:

 “1. A resolution on one of the following issues will be ratified if it is voted for by a number of shareholders that represent at least 65% (a specific ratio shall be specified in the company's charter) of votes of all attending and voting shareholders, except for the cases specified in Clauses 3, 4 and 6 of this Article:

a) Types of shares and quantity of each type;

b) Change of the company’s business lines;

c) Change of the company’s organizational structure;

d) Investment or sale of assets that are worth at least 35% of the total assets written in the latest financial statement, unless another ratio or value is specified in the company's charter; c

dd) Reorganization or dissolution of the company;

e) Other issues specified in the company's charter.

2. A resolution will be ratified when it is voted for by a number of shareholders that hold more than 50% (a specific ratio shall be specified in the company's charter) of the votes of all attending and voting shareholders, except for the cases specified in Clauses 1, 3, 4 and 6 of this Article.”.

6. Clause 2 Article 158 shall be amended as follows:

 “2. In case the chair and the minute taker refuse to sign the minutes, they will be effective if they are signed by the other members of the Board of Members and contain all information prescribed in Points a, b, c, d, dd and e Clause 1 of this Article.  The minutes shall clearly state the reasons why the chair and the minute taker refuse to sign them.  The persons who sign the minutes are jointly responsible for the accuracy and truthfulness of the minutes. The chair and minute taker shall take personal liability for the damage caused to the enterprise by refusing to sign the meeting  minutes in accordance with this Law, the company's charter and relevant laws."

7. Clause 5 Article 217 shall be amended as follows:

 “5. Pursuant to this Law, the Government shall provide for management and operation of enterprises that operates in the field of defense or both defense and business which are state-owned enterprises and limited liability companies that the state-owned enterprises specified in clause 2 Article 88 of this Law wholly hold their charter capital.”.

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Article 10. Entry in force

This Law comes into force as of March 1, 2022.

Article 11. Transitional provision

1. Regarding public projects of group B, group C using ODA funds and other preferential borrowings from foreign sponsors that the Prime Minister approves the investment policy before the date of entry into force of this Law and the case in clause 2 of this Article, the agency or person accorded authority to make decisions on investment policy specified in Article 1 of this Law is also accorded authority to adjust the investment policy.

2. Regarding public projects of group B, group C using ODA funds and other preferential borrowings from foreign sponsors that complete procedures for preparation, appraisal and obtain a written appraisal that forms the basis for decision on investment policy or adjustment to investment policy as prescribed in Article 25 and Article 34 of the Law on Public Investment No. 39/2019/QH14 amended by Law No. 64/2020/QH14 and Law No. 72/2020/QH14 before the date of entry into force of this Law, they will continue to seek decision from the Prime Minister as per the Law on Public Investment No. 39/2019/QH14 amended by Law No. 64/2020/QH14 and Law No. 72/2020/QH14

3. From the date of entry into force of this Law, with regard to valid applications for approval for or adjustment to investment guidelines regarding investment projects on construction of residential housing (for sale, lease or lease purchase) and urban areas subject to approval for investment guidelines of the Prime Minister as prescribed in Article 31 of the Law on Investment No. 61/2020/QH14, amended by the Law No. 72/2020/QH14, now subject to approval for investment guidelines of the People’s Committee of province as established in Article 3 of this Law, if any application mentioned above has been received but the processing result has not been received though the processing time goes beyond the time limit as prescribed in the Law on Investment No. 61/2020/QH14, amended by the Law No. 72/2020/QH14, then further comply with the Law on Investment No. 61/2020/QH14, amended by the Law No. 72/2020/QH14.

4. With regard to valid applications for approval for investment guidelines and approval for investor and adjustments to investment guidelines regarding investment projects on commercial housing in case the investor has the right to use the residential land or residential land and other types of land, if any application mentioned above has been received before the date of entry into force of this Law but it remains incompletely processed, then further comply with Article 4 of this Law and relevant laws.

5. From the date of entry into force of this Law, the judgment that remains unenforced or incompletely enforced shall comply with this Law; decisions made of or actions performed by civil enforcement agencies, executors in accordance with the Law on civil enforcement No. 26/2008/QH12, amended by the Law No. 64/2014/QH13, the Law No. 23/2018/QH14 and the Law No. 67/2020/QH14 remain valid and may proceed further.

This Law is passed by the 15th National Assembly of Socialist Republic of Vietnam, at its first irregular meeting on January 11, 2022.

CHAIRMAN OF THE NATIONAL ASSEMBLY

Vuong Dinh Hue