New Amendments To Investment Law, Enterprise Law, Electricity Law, Residential Housing Law and Other Laws

On 11 January 2022, the National Assembly passed a new law amending 09 laws, including Public Investment Law, Public-Private Partnership Law, Investment Law, Residential Housing Law, Tendering Law, Electricity Law, Enterprise Law, Law On Special Consumption Tax, and Law On Civil Judgment Enforcement (Law 03/2022). Law 03/2022 will come into effect on 1 March 2022. In this post, we will discuss some new key points of Law 03/2022.

1) Enterprise Law 2020

Change of the term “members of the Members’ Council” into “members of the company”

As discussed before, the Enterprise Law 2020 (Articles 49 and 50) only provides for the rights of members of the Members’ Council, but not the rights of the members of the LLC. And many rights of the members of the Members’ Council should be the rights of the members of the LLC such as rights to subscribe for new capital increase or to receive dividends paid by the LLC. The change of the term “members of the Members’ Council” into “members of the company” in Articles 49 and 50 has successfully resolved this problem, although in other provisions, the Enterprise Law 2020 still does not distinguish between the positions of members of the LLC and members of the Members’ Council of the LLC.

Removal of requirement on signatures of dissenting members on meeting minutes; personal liability of the chairperson and the person writing the minutes

The requirement that meeting minutes of the Members’ Council must include signatures of members who disagree to pass such meeting minutes is now removed.

In addition, in the event that the chairperson of the meeting of the Members’ Council/Board Of Directors or the person writing the minutes refuses to sign the meeting minutes, for such minutes to be effective, the Enterprise Law 2020 no longer requires all attending members of the meetings to sign, and only the signatures of the attending members who agree to pass the minutes are necessary. Also, in such event, the chairperson or the person writing the minutes who refuses to sign such minutes must bear personal liability for any loss arising to the company due to their refusal.

Read MoreInfo
Comment
Written by Nguyen Quang Vu On In , , , ,

Transmission Line for Offshore Wind Power Projects in Vietnam

Please download the pdf version here.

Transmission line is an integral part of any power project in Vietnam. For an offshore wind power project (Offshore WPP), if the Government and Vietnam Electricity (EVN) does not agree to assume the usual responsibility to develop and operate the transmission line of an Offshore WPP as in the case of onshore projects, then the project sponsor will need to assume such responsibilities and the risks associated with them. This post examines in detail the legal issues which may arise when an Offshore WPP develops, owns and operates its own transmission line under the current legal framework.

Read MoreInfo
Comment
Written by Nguyen Quang Vu On In ,

Major Changes To The Implementing Rules of Law On Real Estate Business in Vietnam

On 6 January 2022, the Government issued Decree 2/2022 on implementation of the Law on Real Estate Business 2014. Decree 2/2022 will take effect from 1 March 2022 and replace Decree 76/2015. This post will summarize some notable new regulations introduced by Decree 2/2022.

This post is written by Nguyen Hoang Duong and edited by Nguyen Quang Vu.

New definitions

Decree 2/2022 introduces definitions for various vague legal terms which are frequently used in the Law on Real Estate Business 2014, such as real properties made available for sale (bất động sản đưa vào kinh doanh), real estate project (dự án bất động sản), or contracts for real estate trading (hợp đồng kinh doanh bất động sản). The new definitions could facilitate a more consistent of the interpretation of various regulations of the Law on Real Estate Business 2014 and Decree 76/2015.

Disclosure requirement by a real estate developer

Under Decree 2/2022, a real estate developer will have to make various public disclosure about its real estate projects. In particular, the following information must be made available on website of the developer, at headquarter of project management board (in case of investment project of doing real estate business), or at real estate trading floor (in case of doing real estate business via trading floor):

· information as to real properties made available for sale;

· information as to mortgage of house, construction works, and real properties made available for sale (if any); and

· information as to quantity, type of (1) real properties available for sale, (2) real properties that have been sold, transferred, leased, and remaining real properties available for trading; and

· any change to the above information.

Read MoreInfo
Comment
Written by Nguyen Quang Vu On In ,

New measures to control greenhouse gas emissions in Vietnam

In this January 2022, three new legal documents have been issued regarding the reduction of greenhouse gas emissions and protection of the ozone layer, including:

· Decree 6 of the Government dated and effective from 7 January 2022 (Decree 6/2022);

· Circular 1 of the Ministry of Natural Resources and Environment (MONRE) dated and effective from 7 January 2022 regarding response to climate change (Circular 1/2022); and

· Decision 1 of Prime Minister regarding issuance of list of greenhouse gas emitting sectors and establishments subject to greenhouse gas inventory dated and effective from 18 January 2022 (Decision 1/2022).

The legislation seems to a step to implement Vietnam’s commitment to achieve net-zero carbon emissions by 2050 in the COP26.

Read MoreInfo
Comment
Written by Nguyen Quang Vu On In