DECREE

GUIDELINES FOR SOME ARTICLES OF THE LAW ON ENTERPRISES

Pursuant to the Law on Government organization dated December 25, 2001;

Pursuant to the Law on Enterprises dated November 26, 2014;

At the request of the Minister of Planning and Investment;

The Government promulgates a Decree to provide guidelines for some Articles of the Law on Enterprises.

Article 1. Scope and regulated entities

1. This Decree provides guidelines for Article 10, Article 44, Article 189, and Article 208 of the Law on Enterprises.

2. This Decree applies to enterprises, agencies, organizations, and individuals (hereinafter referred to as entities) prescribed in Article 2 of the Law on Enterprises.

3. Regulations on corporate seals in this Decree apply to joint-stock companies, limited liability companies, partnerships, and private enterprises that apply for enterprise registration in accordance with the Law on Enterprises and the Law on Investment. Organizations/units established under the following laws shall apply effective regulations on management and use of seals instead of regulations of this Decree:

a) The Law on Notarization;

b) The Law on Lawyers;

c) The Law on Legal expertise;

d) The Law on Insurance Business;

dd) The Law on Securities;

e) The Law on Cooperatives.

Article 2. Policies on development of social enterprises

1. The States encourages organizations and individuals to establish social enterprises that aim to resolve social issues, environmental issues, and operate for public interest.

2. Social enterprises shall be given investment incentives as prescribed by law.

3. Social enterprises shall perform all corresponding rights and obligations of their business types as well as other rights and obligations prescribed by the Law on Enterprises and this Decree.

Article 3. Receiving aid and sponsorship

1. Social enterprises shall receive foreign non-governmental aid to resolve social and environmental issues as prescribed by regulations of law on receiving foreign non-governmental aid.

2. Apart from the aid mentioned in Clause 1 of this Article, social enterprises may receive sponsorship in the form of property, money, or technical assistance from domestic and foreign entities that have registered to operate in Vietnam to resolve social and environmental issues.

3. Procedures for receiving aid mentioned in Clause 2 of this Article:

a) The receipt of sponsorship must be made into an agreement. The agreement must contain information about the sponsor, type of property, value of property or amount of money, time of sponsorship, requirements for the enterprise that receives the sponsorship, full names and signatures of the parties’ representatives.

b) Within 05 working days from the day on which the agreement is signed, the enterprise must send a notification to the Department of Planning and Investment or sponsorship management agency of the People’s Committee of the province or central-affiliated city (hereinafter referred to as province) where the enterprise’s headquarters is situated together with a copy of the agreement.

4. In case the agreement content is changed, the social enterprise must notify the Department of Planning and Investment or sponsorship management agency of the People’s Committee of the province where the enterprise’s headquarters is situated of the changes under the procedures prescribed in Point b Clause 3 of this Article.

Article 4. Registration of social enterprises

1. Documents and procedures for registration of social enterprises depend on their type of business prescribed by the Law on Enterprises.

2. Social enterprises shall be named in accordance with Article 38, Article 39, Article 40, and Article 42 of the Law on Enterprises. The phrase “xã hội” (“social") may be added to the enterprise’s proper name.

Article 5. Publishing of social enterprises’ commitment to pursue social/environmental targets

1. Each social enterprise must notify its commitment to pursue social/environmental targets (hereinafter referred to as commitment) to the business registration authority in order to be published on National Business Registration Portal when establishing enterprise or during its operation.

2. If the commitment content is revised, the social enterprise must send a notification of the changes to the business registration authority within 05 working days from the day on which the decision on revision is signed in order to be published on National Business Registration Portal. The notification must be enclosed with the revised commitment.

3. The business registration authority must update information on the enterprise’s profile and publish it on National Busine.ss Registration Portal within 03 working days from the day on which the notification is received according to Clause 1 and Clause 2 of this Article.

4. The commitment shall be made using the set form and contain the following information:

a) The social/environmental issues and measures taken by the enterprise to resolve such issues.

b) Time limit for doing activities aimed to resolve social/environmental issues.

c) Ratio (%) of profit retained every year for reinvestment in resolving social/environmental issues.

d) Rules and methods for using aid and sponsorships; rules and methods for handling redundant aid and sponsorship in case the enterprise is dissolved or converted into a normal enterprise.

dd) Full name(s) and signature(s) of the owner (if the enterprise is a private enterprise), general partners (if the enterprise is a partnership); members, shareholders being individuals, or their legal representatives or authorized representatives (if the enterprise is a limited liability company or joint-stock company).

5. The decision of the Board of members or the General Meeting of Shareholders on revision of the commitment shall be put to the vote according to the Point b Clause 3 Article 60 and Clause 1 Article 144 of the Law on Enterprises if the social enterprise is a limited liability company or joint-stock company.

Article 6. Termination of commitment to pursue social/environmental targets

1. A social enterprise shall terminate its commitment in the following cases:

a) The commitment period expires.

b) The social/environmental issues in the commitment have changed or no longer exist.

c) The commitment is not adhered to or not adhered to completely.

d) Other cases decided by the enterprise or a competent authority.

2. In case the commitment of the social enterprise is terminated, the unused property or money of the aid and sponsorships must be returned to the aid providers or sponsors, or transfer to other social enterprises or other organizations with the same social targets. A social enterprise may only terminate it commitment if it is still able to settle all of its debts and other liabilities after the unused aid/sponsorships is handled.

3. The decision of the Board of members or the General Meeting of Shareholders on termination of the commitment shall be put to the vote according to the Point b Clause 3 Article 60 and Clause 1 Article 144 of the Law on Enterprises if the social enterprise is a limited liability company or joint-stock company.

4. The social enterprise must send a notification to the business registration authority of the termination of the commitment within 05 working days from the day on which the decision on termination is made in order to be published on National Business Registration Portal. The notification must be enclosed with:

a) The decision and copy of the minutes of meeting of the enterprise or a decision of a competent authority which specifies the reasons for termination.

b) Agreements with relevant entities on handling unused property or money of the aid/sponsorship received by the enterprise (if any).

5. The business registration authority must update information on the enterprise’s profile and publish it on National Business Registration Portal within 03 working days from the day on which the notification is received.