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;

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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.

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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.

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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

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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

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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.

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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.

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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.

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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).

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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.

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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

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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;

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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.

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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;

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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;

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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.

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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

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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

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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).

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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)

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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]
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THE SOCIALIST REPUBLIC OF VIET NAM
Independence-Freedom-Happiness
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No.

…….[location & date]

To:

- State owner’s representative agency;
- Ministry of Planning and Investment of Vietnam.

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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: ……………………………………….

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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….

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   THE SOCIALIST REPUBLIC OF VIET NAM
Independence-Freedom-Happiness
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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

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No.

Targets

Unit

Planned target

1

Main output targets

a)

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b)

Product 2

……………..

...

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2

Public products and service targets (if any)

3

Total revenues

VND billion

4

...

...

...

VND billion

5

Profits after taxes

VND billion

6

Taxes and other amounts payable to state budget

VND billion

...

...

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7

Total investment capital

VND billion

8

Export turnover (if any)

VND billion

9

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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]
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THE SOCIALIST REPUBLIC OF VIET NAM
Independence-Freedom-Happiness
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No.

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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

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Realized value of group of parent company - subsidiaries (if any) (*)

1

Main products

a)

Product 1

...

...

...

b)

Product 2

...

...

...

Total revenues

VND billion

3

Profits before taxes

VND billion

...

...

...

4

Profits after taxes

VND billion

.

5

Taxes and other amounts paid to state budget

...

...

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6

Import turnover (if any)

VND billion

...

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...

Public products and services (if any)

8

Total employees

Persons

...

...

...

9

Total salary fund

VND billion

a)

Salary fund for managers

...

...

...

b)

Salary fund for employers

VND billion

...

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(*) 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)

...

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...

Total realized value by the reporting date
(VND billion)

Project execution duration
(from year… to year…)

Projects of national significance

...

...

...

Group-A project

...

...

...

...

...

...

Group-B project

...

...

...

...

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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)

...

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...

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

...

...

...

1.2

...

...

...

...

...

...

Subsidiaries over 50% of charter capital of which is held by the parent company

2.1

Company C

...

...

...

2.2

Company D

...

...

...

Form No. 4: REPORT ON PERFORMANCE OF PUBLIC INTEREST TASKS AND SOCIAL RESPONSIBILITY (IF ANY) OF YEAR…..

[NAME OF ENTERPRISE]
[Enterprise ID number]
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THE SOCIALIST REPUBLIC OF VIET NAM
Independence-Freedom-Happiness
-----------------

No.

………[location & date]

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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

...

...

...

1.1

Product 1

...

...

...

Product 2

…..

...

...

...

2

Costs associated with performance of public interest products/services in the year

3

Revenues earned from public interest products/services in the year

...

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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.

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Form No. 5: 6-MONTH REPORT ON ADMINISTRATION AND ORGANIZATIONAL STRUCTURE OF THE ENTERPRISE

[NAME OF ENTERPRISE]
[Enterprise ID number]
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THE SOCIALIST REPUBLIC OF VIET NAM
Independence-Freedom-Happiness
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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

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Resolution/decision number

Date

Authorized signatory

Contents

(brief description of the main contents of the resolution/decision)

1

...

...

...

2

3

...

...

...

....

II. INFORMATION ON TRANSACTIONS WITH RELATED PARTIES:

TABLE 2: STATISTICAL REPORTING ON TRANSACTIONS WITH RELATED PARTIES

No.

Name of organization/individual

...

...

...

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)

...

...

...

2

...

...

...

3

….

...

...

...

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.

...

...

...

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)

...

...

...

(3)

(4)

(5)

(6)

1

...

...

...

2

3

...

...

...

...

Notes:

...

...

...

(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.

...

...

...

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.

...

...

...

Date

Contents

(brief description of the main contents of the decision)

1

2

...

...

...

3

...

...

...

...

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

...

...

...

2

...

...

...

3

…

...

...

...

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

...

...

...

Salary/year

Bonus, other income

1

...

...

...

3

...

...

...

....

...

...

...

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)

...

...

...

2

...

...

...

…

...

...

...

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

...

...

...

2

...

...

...

3

...

...

...

...

2. Reports by the Board of Controllers and Controllers.

IV. CONCLUSIONS GIVEN BY INSPECTING AUTHORITY (IF ANY)

...

...

...

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

...

...

...

2

...

...

...

3

...

...

...

....

2. Information on transactions with related parties.

TABLE 7: STATISTICAL REPORTING ON TRANSACTIONS WITH RELATED PERSONS

...

...

...

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)

...

...

...

(6)

1

2

...

...

...

3

...

...

...

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.);

...

...

...

(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; 

...

...

...

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.

...

...

...

[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

...

...

...

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.

Văn bản hợp nhất 7566/VBHN-BKHĐT năm 2024 hợp nhất Nghị định hướng dẫn Luật Doanh nghiệp do Bộ Kế hoạch và Đầu tư ban hành