Decree No. 47/2021/ND-CP detailing the Law on Enterprises

DECREE

Detailing a number of articles of the Law on Enterprises^[1]

Pursuant to the June 19, 2015 Law on Organization of the Government; and the November 22, 2019 Law Amending and Supplementing a Number of Articles of the Law on Organization of the Government and the Law on Organization of Local Administration;

Pursuant to the June 17, 2020 Law on Enterprises;

Pursuant to the November 26, 2014 Law on Management and Use of State Capital Invested in Production and Business at Enterprises;

Pursuant to the June 29, 2006 Law on Information Technology;

At the proposal of the Minister of Planning and Investment;

The Government promulgates the Decree detailing a number of articles of the Law on Enterprises.

Chapter I

GENERAL PROVISIONS

Article 1. Scope of regulation and subjects of application

1. This Decree details a number of articles of the Law on Enterprises regarding social enterprises, state enterprises, corporate groups, national defense or security enterprises, and information disclosure by state enterprises.

2. This Decree applies to enterprises, agencies, organizations and individuals defined in Article 2 of the Law on Enterprises.

Article 2. Interpretation of terms

In this 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.

2. National defense or security enterprise means a state enterprise directly serving national defense or security or engaged in both economic activities and national defense or security activities as defined in Clause 5, Article 217 of the Law on Enterprises that satisfies the conditions specified in Article 13 of this Decree.

3. Parent company-subsidiary group includes companies interrelated through ownership of shares or capital contributions or through other linkages.

4. Business Portal means a web portal with domain name http://www.business.gov.vn managed and operated by the Ministry of Planning and Investment.

5. National database on state enterprises is a collection of data on basic information about state enterprises that is established, updated, managed and operated on the Business Portal to meet the demand for information about state enterprises and serve social interests.

6. Person authorized to disclose information means an individual authorized by an enterprise to disclose information, who has the competence to affix signatures and seals in accordance with the enterprise’s internal regulations.

Chapter II

SOCIAL ENTERPRISES

Article 3. Responsibilities of social enterprises and owners of sole proprietorships, members and shareholders of social enterprises

1. Social enterprises shall maintain social and environmental objectives, profit levels retained for reinvestment, and other contents stated in their commitment on fulfilment of social and environmental objectives throughout their operation duration. In case of terminating social and environmental objectives prior to the end of the committed time limit, a social enterprise shall refund all incentives and aid and donation amounts it has received for fulfilment of the registered social and environmental objectives if it fails to implement or fully implement the commitment on fulfilment of social and environmental objectives and the profit level retained for reinvestment.

2. Owners of sole proprietorships, partners of partnerships, members of limited liability companies, and related parties being shareholders of joint stock companies, members of Boards of Directors, and Chief Executive Officers shall take joint responsibility for the damage caused by their social enterprises’ violation of Clause 1 of this Article during their term of office or related working periods.

Article 4. Receipt of aid or donation

1. Social enterprises may receive foreign non-governmental aid to fulfil the objective of solving social and environmental issues in accordance with regulations on receipt of foreign non-governmental aid.

2. Social enterprises may receive donation in the form of asset, finance or technical assistance from domestic individuals, agencies and organizations and foreign organizations that have registered their operation in Vietnam to fulfil the objective of solving social and environmental issues, specifically as follows:

a/ An enterprise shall make a donation receipt document, covering information about the donor, type of asset, value of asset or money given as donation, time of providing donation; requirements for a donation recipient, and full name and signature of the donor’s representative (if any).

b/ Within 10 working days after receiving the donation, the enterprise shall send a notice of receipt of the donation to the aid/donation management agency under the provincial-level People’s Committee of the locality where the enterprise’s head office is based; such notice shall be enclosed with a copy of the donation receipt.

Article 5. Transformation of social protection establishments, social funds and charity funds into social enterprises

1. A social protection establishment, social fund or charity fund may use the whole of its assets, rights and obligations for transformation into a social enterprise after obtaining a written approval from the agency which has licensed its establishment.

2. After being transformed under Clause 1 of this Article, the social enterprise shall inherit all lawful rights and interests and take responsibility for all debts, including tax debts, labor contracts and other obligations of the social protection establishment, social fund or charity fund. The social protection establishment, social fund or charity fund shall terminate operation from the date the social enterprise is granted an enterprise registration certificate.

3. Dossiers, order and procedures for transformation of social protection establishments, social funds or charity funds into social enterprises must comply with the Law on Enterprises and the Government’s regulations on enterprise registration.

Article 6. Division, splitting, consolidation, merger or dissolution of social enterprises

1. Social enterprises may divide or split themselves; or be consolidated or merged with other social enterprises or other enterprises in accordance with relevant provisions of the Law on Enterprises.

2. In case a social enterprise terminates social and environmental objectives prior to the end of the committed time limit and is dissolved, it shall return the unused assets and financial amounts to the donor; or transfer them to another social enterprise or another organization pursuing similar social objectives or to the State in accordance with the Civil Code.

3. Dossiers, order and procedures for division, splitting, consolidation, merger or dissolution of social enterprises must comply with the Law on Enterprises and the Government’s regulations on enterprise registration.

Chapter III

STATE ENTERPRISES AND CORPORATE GROUPS

Article 7. State enterprises and determination of the ratio of charter capital or total voting shares held by the State in enterprises

1. Parent companies specified at Point a, Clause 2, or Point a, Clause 3, Article 88 of the Law on Enterprises are not subsidiaries in economic groups or corporations or other parent company-subsidiary groups.

2. The ratio of charter capital or total voting shares held by the State in an enterprise is the total ratio of charter capital or voting shares held by the owner- representing agency in such enterprise.

3. Independent companies defined in Article 88 of the Law on Enterprises are joint stock companies or limited liability companies in which the State owns charter capital or total voting shares and which do not belong to any parent company-subsidiary group.

Article 8. The Supervisory Board and supervisors in enterprises in which the State holds 100% of charter capital

1. The owner-representing agency in an enterprise shall establish a dedicated unit or assign one of its existing units or its staff to act as the focal point in monitoring, supervising, evaluating, summarizing and handling matters related to the operation and management of and entitlements of and policies toward the Supervisory Board and supervisors of such enterprise.

2. Salaries, remunerations, bonuses, working conditions, norms of work expenses and other operating expenses of the Supervisory Board and supervisors of an enterprise shall be decided by the owner-representing agency, which must be at least equivalent to those applicable to members of the Members’ Council or Chief Operations Officers of the enterprise; accounted into business expenses of the enterprise and presented in a separate item in its annual financial statement.

3. Supervisors are entitled to welfare benefits and incentives and may participate in social activities and activities of mass organizations within enterprises like their managers, employees and workers.

Article 9. Obligations of the Supervisory Board and supervisors in enterprises in which the State holds 100% of charter capital

The Supervisory Board and supervisors in an enterprise in which the State holds 100% of charter capital shall perform the obligations specified in Article 104 of the Law on Enterprises and comply with the following provisions:

1. To prepare annual work plans and submit them to the owner-representing agency for approval and issuance in the first quarter of a year; to implement approved annual work plans.

In case it is necessary to carry our extraordinary inspections or supervisions for early detecting violations of the enterprise, the Supervisory Board and supervisors shall take the initiative in doing so and report it to the owner-representing agency.

2. To supervise the implementation of investment projects each valued over 30% of equity or higher than the capital level required for a group-B project as classified under the Law on Public Investment; contracts, purchase and sale transactions, or business transactions each valued over 10% of equity or at the request of the owner-representing agency; or unusual business transactions of the enterprise.

Article 10. Regulation on operation of the Supervisory Board and supervisors

1. The agency representing the owner of an enterprise in which the State holds 100% of charter capital as specified at Point a, Clause 1, Article 88 of the Law on Enterprises shall issue the Regulation on operation of the Supervisory Board and supervisors.

2. The Members’ Council of a limited liability company with two or more members which is a state enterprise or a subsidiary of a state enterprise as specified in Clause 1, Article 88 of the Law on Enterprises shall issue the Regulation on operation of the Supervisory Board and supervisors of the enterprise.

3. The Members’ Council or the President of the parent company being an enterprise in which the State holds 100% of charter capital shall issue the Regulation on operation of the Supervisory Board and supervisors applicable to single-member limited liability companies in which the parent company holds 100% of charter capital.

4. The Regulation on operation of the Supervisory Board and supervisors of an enterprise must have the following contents:

a/ Scope and contents of rights, obligations and tasks of the Supervisory Board and supervisors;

b/ Coordination mechanism; rights, obligations and responsibilities of the enterprise and enterprise managers for the operation of the Supervisory Board and supervisors;

c/ Mechanisms for coordination, reporting and consultation between the owner-representing agency and the Supervisory Board and supervisors in exercising their rights and performing their obligations;

d/ Mechanism for coordination between the Supervisory Board and supervisors and the enterprise, the enterprise’s managers, and the owner’s direct representative, the representative of the state capital amount in the enterprise, or the representative of its capital amount in another enterprise in exercising the rights and performing the responsibilities and obligations of the Supervisory Board and supervisors toward the enterprise, subsidiaries, companies contributing capital amounts to the enterprise or its associate companies;

dd/ Mechanism for assessing the exercise of rights and performance of obligations and tasks by the Head of the Supervisory Board and supervisors;

e/ Salaries, remunerations, bonuses, working conditions, norms of work expenses, and operating expenses of the Supervisory Board and supervisors;

g/ Other contents as decided by the owner-representing agency.

Article 11. Voting preferred shares

1. The charter of a joint stock company must specify the term and total votes or a percentage of votes corresponding to each voting preferred share.

2. An organization authorized by the Government defined in Clause 1, Article 116 of the Law on Enterprises is the agency representing the state owner, exercising the rights and performing the obligations of the state owner with regard to voting preferred shares.

3. The voting preference term of voting preferred shares of a joint stock company held by founding shareholders is 3 years from the date the company is granted an enterprise registration certificate, except voting preferred shares held by an organization authorized by the Government.

Article 12. Cross-ownership among companies in a corporate group

1. The contribution of capital to or purchase of shares of another enterprise for the establishment of an enterprise under Clause 3, Article 195 of the Law on Enterprises may take the following forms:

a/ Jointly contributing capital to establish a new enterprise;

b/ Jointly purchasing contributed capital amounts or shares of an existing enterprise.

c/ Jointly acquiring shares or contributed capital amounts from members or shareholders of an existing enterprise.

2. An enterprise holding at least 65% of state capital specified in Clause 3, Article 195 of the Law on Enterprises is a state enterprise in which the State holds 65% or more of charter capital or total voting shares.

3. The President, Members’ Council or Board of Directors of a company shall strictly comply with Article 195 of the Law on Enterprises when proposing or deciding on contribution of capital to or purchase of shares or contributed capital amounts of another company, and take joint responsibility for paying compensation for damage caused to the company due to their violation of this Clause.

4. The business registration agency shall refuse registration of change of members or shareholders of a company if, in the course of processing dossiers, it detects that the contribution of capital or purchase of shares for enterprise establishment, or the transfer of shares or contributed capital amounts violates Clause 2 or 3, Article 195 of the Law on Enterprises.

Chapter IV

NATIONAL DEFENSE OR SECURITY ENTERPRISES

Article 13. Conditions for identifying national defense or security enterprises

An enterprise shall be identified as a national defense or security enterprise in the following cases:

1. It fully satisfies the following conditions:

a/ Being a single-member limited liability company in which the Ministry of National Defense or Ministry of Public Security exercises the right to represent the state owner.

b/ Operating in a sector or field and geographical area specified in Appendix 1 to this Decree regarding the List of sectors, fields or geographical areas directly serving national defense or security.

c/ Being assigned by the Ministry of National Defense or Ministry of Public Security to produce and provide national defense or security products and services or perform national defense or security tasks with resources of the State or its own resources in conformity with its investment and establishment objectives.

2. Other cases as considered and decided by the Prime Minister to meet national defense or security requirements and tasks in each period.

Article 14. Rights and obligations of national defense or security enterprises

A national defense or security enterprise has the rights and obligations specified in Article 9 of the Law on Enterprises and the following rights and obligations:

1. To be provided with sufficient resources and charter capital by the Ministry of National Defense or Ministry of Public Security for performance of assigned national defense or security tasks.

2. To be entitled to use the assigned resources for carrying out business activities in addition to the performance of national defense or security tasks when satisfying the following conditions:

a/ The addition of business activities is approved in writing by the Ministry of National Defense or Ministry of Public Security;

b/ The additional business activities aim at concurrently supporting national defense or security tasks or tapping the capacity and use efficiency of assets after accomplishing assigned national defense or security tasks;

c/ The additional business activities neither reduce the capacity nor affect the performance of assigned national defense or security tasks;

d/ The enterprise performs the tax payment obligation in accordance with law.

3. To manage the assigned resources for performance of national defense or security tasks under current regulations on management and use of state assets at people’s armed forces units and relevant regulations.

4. To abide by decisions of the Ministry of National Defense or Ministry of Public Security regarding transfer of the enterprise’s capital amounts or assets serving national defense or security tasks to another enterprise for performing national defense or security tasks when necessary. The Ministry of National Defense or Ministry of Public Security shall be liable for debts and other asset-related obligations of enterprises in case of transfer of capital amounts or assets serving their national defense or security tasks.

5. To change or add business sectors or trades after obtaining approval of the Ministry of National Defense or Ministry of Public Security.

6. To comply with regulations on international cooperation and regulations of the Ministry of National Defense or Ministry of Public Security when entering into cooperation with foreign organizations or individuals to perform national defense or security tasks.

Article 15. Organizational structures and managerial titles of national defense or security enterprises

1. The organizational structures of national defense or security enterprises must comply with the Law on Enterprises and relevant laws.

2. Criteria, conditions and procedures for the appointment, relief from duty, dismissal, commendation or disciplining of holders of managerial titles of national defense or security enterprises must comply with regulations of the Ministry of National Defense or Ministry of Public Security.

Article 16. Policies toward national defense or security enterprises and employees of national defense or security enterprises

1. A national defense or security enterprise is entitled to the following policies:

a/ Exemption from or reduction of land rental, land use levy and land use tax for the land areas assigned to the enterprise for management and use to serve national defense or security tasks in accordance with the Land Law and guiding documents;

b/ The State-covered expenses for military uniforms for officers, professional army men, national defense workers and employees, non-commissioned officers, and public security workers; expenses for combat drills and training and training for military reserve forces; and expenses for national defense or security activities and activities serving national defense activities and people’s relations. In case state budget funds are not enough to cover these expenses, uncovered expenses shall be accounted as the enterprise’s production and business expenses and excluded upon its evaluation and ranking according to the Government’s regulations;

c/ The State-allocated funds for maintenance, servicing, repair and operation of production lines serving national defense or security in case the enterprise suspends production activities and is unable to cover expenses on its own;

d/ The State’s support equal to 2 months’ paid salary for the enterprise’s commendation fund and welfare fund in case its funding sources are not enough for setting up these funds;

dd/ The State’s support of expenses for kindergarten and education activities in localities without public schools or classes; and of healthcare expenses for areas with special conditions where enterprises must maintain own infirmaries;

e/ Depreciation of costs for large-value fixed assets to manufacture weapons, military equipment and devices serving national defense or security tasks according to the guidance of the Ministry of Finance.

2. Employees in a national defense or security enterprise are entitled to the following regimes and policies:

a/ Salaries of employees who are officers, professional army men and non-commissioned officers shall be calculated in accordance with regulations on regimes and policies applicable to officers, professional army men and non-commissioned officers and based on the enterprise’s production and business performance.

b/ Employees who are injured or die while performing national defense or security tasks and meet fully the law-specified conditions and criteria shall be considered and certified as persons with meritorious services to the country in accordance with the law on persons with meritorious services to the country; employees who suffer occupational accidents shall be considered for entitlement to occupational accident benefits in accordance with the labor law.

c/ The State shall cover funds for payment of salaries and social insurance premiums for officers and professional army men during the period they are prepared to retire; payment of expenses for military discharge, demobilization or severance under current regulations; support for payment of salaries for the minimum number of employees needed for operating production chains serving national defense or security in case the enterprise suspends production activities and is unable to cover expenses on its own.

Article 17. Recognition or re-recognition of national defense or security enterprises

1. The Prime Minister shall decide to recognize or re-recognize national defense or security enterprises on the basis of proposals of the Ministry of National Defense or Ministry of Public Security and appraisals of the Ministry of Planning and Investment every 5 years.

2. The organization of recognition or re-recognition of national defense or security enterprises is as follows:

a/ Within 1 year from the effective date of this Decree and at least 6 months before the date required for re-recognition of national defense or security enterprises, the Ministry of National Defense or Ministry of Public Security shall review enterprises which satisfy the conditions specified in Article 13 of this Decree in order to prepare a dossier of request for recognition or re-recognition of national defense or security enterprises; and send 3 sets of such dossier as specified in Article 18 of this Decree to the Ministry of Planning and Investment for appraisal.

b/ After receiving a complete dossier, the Ministry of Planning and Investment shall assume the prime responsibility for examining the dossier and send a request to the Ministry of Finance and related line ministries (when necessary) to solicit the latter’s opinions. Within 15 working days after receiving the request, the Ministry of Finance and related line ministries shall give their opinions about the contents falling within the ambit of their functions and tasks.

c/ The Ministry of Planning and Investment shall give appraisal opinions about a dossier of request for recognition or re-recognition of national defense or security enterprises and send it to the Ministry of National Defense or Ministry of Public Security within 10 working days after receiving opinions from related agencies. In case of receiving different opinions on a dossier of request for recognition or re-recognition of national defense or security enterprises, the Ministry of Planning and Investment shall hold a meeting with related agencies to reach agreement on the contents put up for appraisal.

d/ The Ministry of National Defense or Ministry of Public Security shall receive and explain appraisal opinions of the Ministry of Planning and Investment; complete a dossier of request for recognition or re-recognition of national defense or security enterprises and submit it to the Prime Minister for decision.

3. Enterprises newly established under law and meeting the conditions specified in Article 13 of this Decree shall be recognized as national defense or security enterprises and are not required to request recognition as such. The Prime Minister’s document on policy approval for or decision on establishment of a new enterprise shall be used as a substitute for the decision on recognition of a national defense or security enterprise.

4. The Ministry of National Defense or Ministry of Public Security shall, after consulting the Ministry of Planning and Investment, propose the Prime Minister to decide to remove from the list of national defense or security enterprises an enterprise already recognized as a national defense or security enterprise but failing to fully meet the conditions specified in Article 13 of this Decree.

5. Single-member limited liability companies in which the Ministry of National Defense or Ministry of Public Security exercises the right to represent the state owner which are not recognized or re-recognized as national defense or security enterprises shall carry out procedures for ownership transformation, reorganization or capital withdrawal in accordance with law.

Article 18. Dossier of request for recognition or re-recognition of national defense or security enterprises

A dossier of request for recognition or re-recognition of a national defense or security enterprise must state the following information:

1. Name of the enterprise; sectors or fields and geographical areas of operation of the enterprise; national defense or security products, services and tasks provided and performed by the enterprise in the last 5 years by the time of request.

2. Assessment of the actual operation of the enterprise in the last 5 years by the time of request (figures on charter capital, equity, post-tax profit, payments to the state budget, total liabilities, and total employees).

3. A report on the production and provision of national defense or security products and services ordered or performance of national defense or security tasks assigned by the Ministry of National Defense or Ministry of Public Security in the last 5 years by the time of request.

4. Objectives and development plans of the enterprise for the next 5 years from the date of request.

5. Other matters related to the recognition or re-recognition of national defense or security enterprise (if any); documents relating to national defense or security tasks performed by the enterprise as assigned/ordered by the Ministry of National Defense or Ministry of Public Security.

Article 19. Assignment of tasks or placement of orders for national defense or security products and services, and inspection and supervision of national defense or security enterprises

1. The assignment of tasks and placement of orders to national defense or security enterprises; prices, unit prices or expenses for the production and provision of national defense or security products and services and performance of defense or security tasks must comply with law.

2. Before August 31 every year, the Ministry of National Defense or Ministry of Public Security shall send to the Prime Minister and concurrently to the Ministry of Planning and Investment and Ministry of Finance a report on the operation of the enterprises under the former’s management in the preceding year, which must provide the following information: production and business results; production and provision of national defense or security products and services and performance of national defense or security tasks; results of the implementation of policies toward national defense or security enterprises and employees of these enterprises as specified in this Decree.

Chapter V

INFORMATION DISCLOSURE BY STATE ENTERPRISES AND NATIONAL DATABASE ON STATE ENTERPRISES

Section 1

INFORMATION DISCLOSURE BY STATE ENTERPRISES

Article 20. Principles of information disclosure

1. State enterprises shall disclose information sufficiently, accurately and promptly in accordance with law in order to meet requirements on publicity and transparency of business operation; and enable the effective and efficient management and supervision by state agencies and the society.

2. Information disclosure shall be carried out by at-law representatives of enterprises or authorized persons. In case of information disclosure through an authorized person, an enterprise shall send a letter of authorization, made according to Form No. 1 provided in Appendix II to this Decree, to the owner-representing agency and the Ministry of Planning and Investment and, at the same time, publish information on such authorization on the enterprise’s website.

At-law representatives of enterprises or persons authorized to disclose information shall take responsibility for the sufficiency, timeliness, truthfulness and accuracy of the disclosed information.

3. Information disclosure reports shall be made according to the forms provided in Appendix II to this Decree and converted into electronic data (in PDF, Word and Excel file formats). Their file names must match the names of types of reports provided in Appendix II to this Decree. The language used for information disclosure is Vietnamese.

4. An enterprise’s online report on information disclosure is legally valid as a paper report and serves as a basis for information collation, comparison and authentication serving the work of information collection and synthesis and inspection and supervision in accordance with law.

5. Information disclosure reports shall be retained on websites of enterprises or portals or websites of the owner-representing agencies and on the Business Portal for at least 5 years. Information-disclosing enterprises shall preserve and store reported and disclosed information in accordance with law.

Article 21. Forms and means of information disclosure

1. Forms of information disclosure include paper documents and electronic data.

2. Means for information reporting and disclosure include:

a/ Websites of enterprises.

b/ Portals or websites of the owner-representing agencies.

c/ The Business Portal.

3. If the time of information disclosure falls on a public holiday as specified by law, enterprises shall disclose information on the first working day following such public holiday.

4. The disclosure of information in other mass media shall be stipulated by the owner-representing agencies.

Article 22. Enterprises’ accounts for information disclosure on the Business Portal

1. The Ministry of Planning and Investment shall establish, and guide enterprises to register, information disclosure accounts. Enterprises shall use such information disclosure accounts for updating their basic information and posting reports on the Business Portal.

2. An enterprise’s account for information disclosure on the Business Portal must have the following details:

a/ Information about the enterprise’s at-law representative: full name, people’s identity card/citizen identity card number; telephone number; email; and position.

b/ Basic information about the enterprise: name, identification number, head office address, telephone number, email and website of the enterprise; owner-representing agency; and ratio of state capital in the enterprise.

3. An enterprise shall change its account’s password within 1 working day and 3 working days after being provided with the account and safely protect the account and password; and promptly send a notice to the Ministry of Planning and Investment when the account or password is hacked or if detecting any unauthorized user of the account.

Article 23. Information subject to periodical disclosure

1. An enterprise in which the State holds 100% of charter capital shall periodically disclose the following information:

a/ Basic information about the enterprise and the company charter;

b/ General objectives, and specific objectives and targets of its annual business plan approved by the owner-representing agency, made according to Form No. 2 provided in Appendix II to this Decree; the deadline for disclosure is March 31 of the year of implementation;

c/ A report reviewing results of implementation of the annual production and business plan, made according to Form No. 3 provided in Appendix II to this Decree; the deadline for disclosure is June 30 of the year following the year of implementation;

d/ A report on results of performance of public-utility tasks assigned under plans or through bidding (if any) and other social responsibilities, made according to Form No. 4 provided in Appendix II to this Decree; the deadline for disclosure is June 30 of the year following the year of implementation;

dd/ A biannual report on the actual status of the enterprise’s governance and organizational structure, made according to Form No. 5 provided in Appendix II to this Decree; the deadline for disclosure is July 31 every year;

e/ An annual report on the actual status of the enterprise’s governance and organizational structure, made according to Form No. 6 provided in Appendix II to this Decree; the deadline for disclosure is June 30 of the year following the year of implementation;

g/ Mid-year financial statements audited by an independent audit firm and summaries thereof, including financial statements of the parent company and consolidated financial statements (if any) as specified by the law on corporate accounting; the deadline for disclosure is July 31 every year;

h/ Annual financial statements audited by an independent audit firm and summaries thereof, including financial statements of the parent company and consolidated financial statements (if any) as specified by the law on corporate accounting; the time limit for disclosure is 150 days from the final day of a fiscal year.

2. Enterprises in which the State holds over 50% of charter capital or total voting shares shall disclose the information specified at Points a, c, dd, e and h, Clause 1 of this Article.

Article 24. Information subject to extraordinary disclosure

An enterprise shall disclose extraordinary information on its website and in publications (if any) and publicly display such information at its head office address and business locations and on the Business Portal, and send such information to the owner-representing agency within 36 hours from the time of occurrence of any of the events specified in Clause 1, Article 110 of the Law on Enterprises.

Article 25. Disclosure of information

1. An enterprise shall report and post the information specified in Articles 23 and 24 of this Decree on its website and the Business Portal within the law-specified time limit; and, at the same time, send a report to the owner-representing agency. With regard to important contents involving or affecting national security and secrets or business secrets, the enterprise shall report them to the owner-representing agency for deciding on contents subject to disclosure restriction.

2. The owner-representing agency shall post on its portal or website an enterprise’s information subject to periodical disclosure within 5 working days after receiving the enterprise’s report. The owner-representing agency shall review, assess, and decide on restrictions on disclosure of, important information involving or affecting national secrets and security or business secrets of the enterprise, and inform such to the Ministry of Planning and Investment for monitoring and supervision.

Article 26. Suspension of information disclosure

1. An enterprise shall report to the owner-representing agency on the suspension of information disclosure in case the disclosure cannot be made within the law-specified time limit due to a force majeure event or in case it is required to obtain the approval of the owner-representing agency regarding contents subject to disclosure restriction.

2. The owner-representing agency shall consider and decide on the suspension of information disclosure and send a notice to the Ministry of Planning and Investment.

3. An enterprise shall publish on its website a notice of suspension of information disclosure and disclose information immediately after the force majeure event is redressed or after obtaining opinions of the owner-representing agency regarding contents subject to disclosure restriction.

Section 2

NATIONAL DATABASE ON STATE ENTERPRISES

Article 27. Principles of establishment, updating, management and exploitation of the national database on state enterprises

1. The establishment, updating, management and exploitation of the national database on state enterprises must satisfy the following requirements:

a/ Ensuring the database’s contents are appropriate, accurate, timely and effective;

b/ Making the full use of available data; minimizing the duplicate collection of data from the same source;

c/ Giving priority to long-term use purposes; meeting multiple purposes.

2. The structural design of the national database on state enterprises must satisfy database standards and relevant standards, technical regulations, information technology requirements, and techno-economic norms; be compatible and capable of integrating and sharing information in an uninterrupted and secure manner among state agencies and state enterprises; and be capable of expanding data fields in the system design and application software.

3. Information in the national database on state enterprises shall be collected and updated from periodical and extraordinary information disclosure reports of enterprises and synthesized data on the Business Portal.

Article 28. Management and exploitation of the national database on state enterprises

1. Information on an enterprise to be published on the Business Portal includes the name, identification number and head office address of the enterprise, the owner-representing agency of the enterprise, ratio of state capital in the enterprise, name of its at-law representative, its business lines and periodical and extraordinary information disclosure reports.

2. An enterprise may use its information disclosure account to search for synthesized information and data from the national database on state enterprises.

3. The management and exploitation of the national database on state enterprises must comply with the guidance of the Ministry of Planning and Investment.

Article 29. Funds for the establishment, updating, management and exploitation of the national database on state enterprises

1. Funds for the establishment, updating, management and exploitation of the national database on state enterprises come from:

a/ State budget funds; and,

b/ Aid, donation and other lawful funding sources.

2. The management and use of funds for the establishment, updating, management and exploitation of the national database on state enterprises must comply with the Law on the State Budget, the bidding law, donors’ regulations, and relevant regulations.

Section 3

RESPONSIBILITIES OF RELATED ORGANIZATIONS AND HANDLING OF VIOLATIONS

Article 30. Responsibilities of enterprises

1. To issue the Regulation on information disclosure in accordance with this Decree, which must specify the powers and responsibilities and assigned tasks of related individuals and units.

2. To establish their websites within 3 months from the effective date of this Decree. An enterprise’s website must display the time of posting information and basic information about the enterprise; and reports and information disclosed on a periodical and extraordinary basis in accordance with this Decree.

3. To fill in and take responsibility for the accuracy of the information updated in the e-forms on the Business Portal when posting information disclosure reports.

Before June 30 every year, national defense or security enterprises shall update through the e-forms on the Business Portal information about their financial status and production and business results in the preceding year, such as charter capital, equity, total assets, total revenue, pre-tax profit, after-tax profit, taxes and amounts paid to the State, total amount of offshore investment capital, financial investments, total liabilities, total number of employees, total wage fund, and average wage level.

4. To comply with inspection and supervision regulations and requests of the owner-representing agencies and related agencies in accordance with law.

Article 31. Responsibilities of the owner-representing agencies

1. To develop on their portals or websites a separate section on information disclosure by enterprises; to allocate funds from the state budget or other lawful funding sources for upgrading, maintaining and operating their portals or websites to serve the enterprise information disclosure in accordance with this Decree.

2. To approve contents of the reports specified at Point b, Clause 1, Article 23 of this Decree before March 20 every year and post on their portals or websites periodical information disclosure reports of enterprises.

3. To inspect and supervise the information disclosure by enterprises under their management in accordance with this Decree.

Article 32. Responsibilities of the Ministry of Planning and Investment

1. To ensure that information infrastructure and relevant equipment serving the management, maintenance and operation of the Business Portal operate in a continuous, stable, safe and accessible manner with regard to the information disclosed by enterprises.

2. To provide training and guidance on information disclosure and management and exploitation of the national database on state enterprises.

3. To summarize the information disclosure by state enterprises, review and publicize the list of enterprises that fail to disclose information on the Business Portal, report such list to the Prime Minister and notify it to the owner-representing agencies for competent agencies to handle violations in accordance with law.

4. To establish, update, manage and use the national database on state enterprises on the Business Portal in order to meet requirements for access and effective use of information to serve social interests.

5. To assume the prime responsibility for integrating, sharing and connecting the national database on state enterprises with enterprise databases of ministries, ministerial-level agencies, government-attached agencies, provincial-level People’s Committees and other organizations for data use to serve the Government’s direction and administration work.

6. To periodically review and propose plans to upgrade and develop information technology infrastructure of the Business Portal. To make regular, periodical or extraordinary cost estimates in order to ensure funds for the operation and upgrading of the Business Portal.

Article 33. Handling of violations

1. Enterprises violating this Decree’s provisions on information disclosure shall be administratively sanctioned according to the Government’s regulations on administrative sanctions in the field of planning and investment.

2. The owner-representing agencies shall, within the ambit of their competence, assess and rate managers of enterprises and representatives of state capital amounts in enterprises in accordance with current regulations on management of persons holding titles or positions and representatives of state capital amounts in enterprises in the following cases:

a/ Managers or representatives fail to implement or fully or timely implement this Decree’s provisions on information disclosure;

b/ The disclosed information contents are inaccurate or untruthful.

3. The owner-representing agencies shall be held responsible before the Government for failure to:

a/ Perform or fully perform the responsibilities for urging, supervising and checking contents on information disclosure by enterprises as specified in this Decree;

b/ Publicly and timely post on their portals or websites the information subject to periodical disclosure by enterprises under their management.

Chapter V

IMPLEMENTATION PROVISIONS

Article 34. Effect and transitional provisions

1. This Decree takes effect on the date of its signing.

2. This Decree replaces and annuls the following documents:

a/ The Government’s Decree No. 81/2015/ND-CP of September 18, 2015, on information disclosure by state enterprises.

b/ The Government’s Decree No. 93/2015/ND-CP of October 15, 2015, on the organization, management and operation of national defense or security enterprises.

c/ The Government’s Decree No. 96/2015/ND-CP of October 19, 2015, detailing a number of articles of the Law on Enterprises.

d/ The Prime Minister’s Decision No. 35/2013/QD-TTg of June 7, 2013, promulgating the Regulation on operation of supervisors of single-member limited liability companies in which the State holds 100% of charter capital.

3. Enterprises that have been identified as national defense or security enterprises under Decree No. 93/2015/ND-CP may implement the policies specified in Article 16 of this Decree within 3 years from the date of issuance of decisions on recognition of national defense or security enterprises. Past this 3-year time limit, enterprises shall comply with this Decree’s provisions on re-recognition of national defense or security enterprises.

4. Except the case in Clause 3, Article 195 of the Law on Enterprises, enterprises contributing capital or purchasing shares before July 1, 2015, may purchase and sell, transfer, increase or decrease their contributed capital amounts or shares without making an increase in the cross-ownership ratio as compared to those before July 1, 2015.

Article 35. Implementation responsibility

1. The Ministry of Finance shall assume the prime responsibility for, and coordinate with the Ministry of Labor, Invalids and Social Affairs, Ministry of National Defense and Ministry of Public Security in, guiding the implementation of Article 16 of this Decree.

2. The Ministry of National Defense and Ministry of Public Security shall guide the implementation of regulations on reporting, information disclosure, examination and supervision applicable to national defense or security enterprises; criteria, conditions and procedures for the appointment, relief from duty, dismissal, commendation or disciplining of holders of managerial titles of national defense or security enterprises specified in Clause 2, Article 15 of this Decree.

3. Ministries, ministerial-level agencies, government-attached agencies, provincial-level People’s Committees, and related organizations and individuals shall connect, integrate and share information on state enterprises with the national database on state enterprises under the guidance of the Ministry of Planning and Investment.

4. Ministers, heads of ministerial-level agencies, heads of government-attached agencies, chairpersons of provincial-level People’s Committees, and the subjects of application of this Decree shall implement this Decree.-

On behalf of the Government
Prime Minister
NGUYEN XUAN PHUC

* The appendices to this Decree are not translated.