Summary of the latest corporate law documents in the US

Summary of the latest corporate law documents in the US Guiding Legal Documents for the 2020 Law on Enterprises

Below are the key legal documents guiding the implementation of the Law on Enterprises 2020:

1. Decree No. 89/2024/ND-CP
   On the transformation of state-owned enterprises established and operating under the Law on State Enterprises into single-member limited liability companies operating under the Law on Enterprises.
   Summary of the latest corporate law documents in the US

2. Decree No. 16/2023/ND-CP
   On the organization, management, and operations of enterprises directly serving national defense and security, and enterprises combining economic activities with defense and security; amends Point g, Clause 1, Article 23 of Decree No. 47/2021/ND-CP guiding the Law on Enterprises.

3. Decree No. 08/2023/ND-CP
   Amends and suspends the enforcement of certain provisions of the decrees regulating the private placement and trading of corporate bonds in the domestic market and the issuance of corporate bonds to international markets.

4. Decree No. 65/2022/ND-CP
   Amends Decree No. 153/2020/ND-CP, which regulates the private placement and trading of corporate bonds domestically and internationally.

5. Decree No. 23/2022/ND-CP
   On the establishment, restructuring, ownership conversion, and transfer of ownership rights at enterprises in which the State holds 100% charter capital.

6. Decree No. 122/2021/ND-CP
   On administrative penalties in the field of planning and investment.

7. Decree No. 47/2021/ND-CP
   Provides detailed guidance on the implementation of the Law on Enterprises 2020.

8. Decree No. 01/2021/ND-CP
   On enterprise registration.

9. Decree No. 153/2020/ND-CP
   On the offering and trading of privately placed corporate bonds in the domestic market and the issuance of corporate bonds to international markets.

Summary of Guiding Legal Documents for the Law on Enterprises

Summary of legal instruments guiding the 2020 Law on Enterprises
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Legal Representative of an Enterprise

Article 12 of the Law on Enterprises 2020 provides the following regulations on the legal representative of an enterprise:
Summary of the latest corporate law documents in the US

1. The legal representative of an enterprise is an individual who represents the enterprise in exercising rights and performing obligations arising from transactions, represents the enterprise in civil proceedings as petitioner, defendant, or related party before arbitration or the court, and exercises other rights and obligations as prescribed by law.

2. A limited liability company or a joint stock company may have one or more legal representatives. The company charter must clearly specify the number, titles, powers, and duties of legal representatives. If there are multiple legal representatives, the charter must specify their respective powers and duties. Where such division is not clearly defined, each legal representative is deemed fully authorized to represent the enterprise before third parties, and all legal representatives shall be jointly liable for any damage caused to the enterprise in accordance with civil law and other relevant legislation.

3. An enterprise must always have at least one legal representative residing in Vietnam. If only one legal representative remains in Vietnam, that person must, prior to leaving the country, authorize another individual residing in Vietnam to exercise the rights and obligations of the legal representative. The legal representative shall still be responsible for the authorized actions.

4. If the authorization term as prescribed in Clause 3 expires and the legal representative has not returned to Vietnam and no new authorization has been made, the following shall apply:

   • In the case of a private enterprise: the authorized person continues acting as the legal representative until the original representative returns.

   • In the case of limited liability companies, joint stock companies, or partnerships: the authorized person continues acting as the legal representative until the original representative returns or until a new representative is appointed by the owner, Members' Council, or Board of Directors.

5. Except in the cases specified in Clause 6, if an enterprise has only one legal representative who is absent from Vietnam for more than 30 days without authorization, or is deceased, missing, under criminal prosecution, detained, serving a prison sentence, undergoing administrative measures at a compulsory rehab or education facility, or is legally restricted or incapacitated, or prohibited by court from holding certain positions, the owner, Members' Council, or Board of Directors must appoint a new legal representative.
   Summary of the latest corporate law documents in the US

6. For two-member limited liability companies, if the legal representative (who is also a member) dies, goes missing, is prosecuted, detained, serving a sentence, undergoing administrative measures, flees, becomes legally incapacitated, or is prohibited by court order, the remaining member shall automatically become the legal representative until a new representative is appointed by the Members' Council.

7. Courts and other competent procedural authorities have the power to appoint a legal representative to participate in proceedings in accordance with legal provisions.