Luật 35-L/CTN

LAW

ON AMENDMENTS TO A NUMBER OF ARTICLES OF THE CORPORATE LAW

To create favorable conditions for business investment and raise the effectiveness of State management of business operations;
Pursuant to Article 84 of the 1992 Constitution of the Socialist Republic of Vietnam.
This Law amends a number of articles of the Corporate Law adopted by the National Assembly of the Socialist Republic of Vietnam on the 21st of December 1990.

Article 1.- A number of articles of the Corporate Law are amended as follows:

1. The last paragraph of Article 16 is amended as follows:

"In case the applicant to found a company deems that the refusal to grant permit is not appropriate, he/she has the right to complaint to the Prime Minister."

2. The first paragraph of Article 17 is amended as follows:

"The company has to register for business at the People's Committee in the province or the city directly under the Central Government. The dossiers shall comprise: the founding permit, the statute of the company and the papers certifying the transaction office of the company".

3. The last paragraph of Article 18 is amended as follows:

"Within seven days from the date of issuance of the certificate of business registration, the Planning Committee has to send a copy of this certificate along with the dossiers of the company to the tax, financial and statistical offices and to the managerial offices of the economic and technical branches of the same level."

4. Point 1 of Article 20 is amended as follows:

"Asking for permission from the People's Committee of the province or the city directly under the Central Government, where the branch office or representative office is located, and registering for business at the Planning Committee of the same level as stipulated in Articles 14, 17 and 18 of this Law."

5. Article 21 is amended as follows:

"Article 21.- In the event of a change in the purpose, field, business line, the prescribed capital or other contents in the file of business registration, the company must remake the declaration to the Planning Committee which has issued the business registration certificate, and must publicize the changes in the press as stipulated in Article 19 of this Law".

6. Article 24 is amended as follows:

"Article 24.- A company in bankruptcy is one which is facing difficulties or has incurred losses in its business operations, and which, even after taking the necessary financial measures, still does not have the capability of paying its due debts.

The settlement of the bankruptcy of a company shall be effected as stipulated in the Law on the Bankruptcy of Business."

7. Point 2 of Article 32 is amended as follows:

"2. In the event of a public mobilization of fund from others, the founding members, after receiving the founding permit, shall have to submit to the Planning Committee which has issued the business registration certificate a draft statute, the list of the founding members, their permanent addresses and occupations."

8. The term "Council of Ministers" is now changed to "Government" and the term "Chairman of the Council of Minister" is now changed to "Prime Minister".

Article 2.- This Law takes effect from the 1st of July 1994.

Any previous regulations contrary to this Law are now annulled.

Article 3.- The Government shall amend the documents providing detailed provisions for the implementation of the Corporate Law to conform with this Law.

This Law was passed by the Ninth National Assembly of the Socialist Republic of Vietnam at its Fifth Session on the 22nd of June 1994.