Law 03/2022/QH15 amending Law on Public Investment, Law on Investment in the Form of Public-Private Partnership, Law on Investment, Housing Law, Bidding Law, Electricity Law, Law on Enterprises, Law on Excise Tax and the Law on Enforcement of Civil Judgme

LAW

Amending and Supplementing a Number of Articles of the Law on Public Investment, Law on Investment in the Form of Public-Private Partnership, Law on Investment, Housing Law, Bidding Law, Electricity Law, Law on Enterprises, Law on Excise Tax, and Law on Enforcement of Civil Judgments

Pursuant to the Constitution of the Socialist Republic of Vietnam;

The National Assembly promulgates the Law Amending and Supplementing a Number of Articles of Law No. 39/2019/QH14 on Public Investment, which had a number of articles amended and supplemented under Law No. 64/2020/QH14 and Law No. 72/2020/QH14; Law No. 64/2020/QH14 on Investment in the Form of Public-Private Partnership; Law No. 61/2020/QH14 on Investment, which had a number of articles amended and supplemented under Law No. 72/2020/QH14; Housing Law No. 65/2014/QH13, which had a number of articles amended and supplemented under Law No. 40/2019/QH14, Law No. 61/2020/QH14, Law No. 62/2020/QH14, and Law No. 64/2020/QH14; Bidding Law No. 43/2013/QH13, which had a number of articles amended and supplemented under Law No. 03/2016/QH14, Law No. 04/2017/QH14, Law No. 40/2019/QH14, and Law No. 64/2020/QH14; Electricity Law No. 28/2004/QH11, which had a number of articles amended and supplemented under Law No. 24/2012/QH13 and Law No. 28/2018/QH14; Law No. 59/2020/QH14 on Enterprises; Law No. 27/2008/QH12 on Excise Tax, which had a number of articles amended and supplemented under Law No. 70/2014/QH13, Law No. 71/2014/QH13, and Law No. 106/2016/QH13; and Law No. 26/2008/QH12 on Enforcement of Civil Judgments, which had a number of articles amended and supplemented under Law No. 64/2014/QH13, Law No. 23/2018/QH14, and Law No. 67/2020/QH14.

Article 1. To amend and supplement a number of articles of the Law on Public Investment

1. To amend and supplement a number of points and clauses of Article 17 as follows:

a/ To amend and supplement Points b and c, Clause 4 as follows:

“b/ Programs and group-A investment projects funded with ODA loans or concessional loans of foreign donors, except national target programs and public investment programs specified in Clauses 1 and 2 of this Article;

c/ Programs and investment projects funded with non-refundable ODA in the following cases: programs and group-A projects; programs and projects accompanied with a policy framework; programs and projects in the fields of national defense, security and religion; sector-wide approach programs; procurement of commodities subject to the Prime Minister’s permission; and Vietnam’s participation in regional programs and projects;”

b/ To annul Point d, Clause 4;

c/ To add Clause 5a below Clause 5 as follows:

“5a. Ministers and heads of central agencies may decide on investment policy for group-B and group-C projects funded with ODA or concessional loans of foreign donors, and decide to approve technical assistance projects funded with ODA or concessional loans of foreign donors for preparation of investment projects under their ministries’ or agencies’ management, except projects specified in Clause 4 of this Article.

Provincial-level People’s Councils shall decide on investment policy for group-B and group-C investment projects funded with ODA or concessional loans of foreign donors, and decide to approve technical assistance projects funded with ODA or concessional loans of foreign donors for preparation of investment projects under localities’ management, except projects specified in Clause 4 of this Article.

The Government shall specify the order and procedures for deciding on investment policy for investment projects and deciding on approval of technical assistance projects mentioned in this Clause.”.

2. To amend and supplement Clause 8, Article 25 as follows:

“8. For other programs or projects subject to the Prime Minister’s investment policy decision as specified at Points b and c, Clause 4, Article 17 of this Law, order and procedures for deciding on investment policy are as follows:

a/ Managing agencies shall send investment policy proposal reports to the Ministry of Planning and Investment;

b/ The Ministry of Planning and Investment shall assume the prime responsibility for appraising investment policy proposal reports, funding sources and fund-balancing capacity for submission to the Prime Minister;

c/ The Prime Minister shall consider and decide on investment policy.”.

3. To amend and supplement Clause 4, Article 82 as follows:

“4. To decide on investment policy for projects under Clauses 5 and 5a, Article 17 of this Law, and decide on investment in projects under Clause 2, Article 35 of this Law.”.

4. To amend and supplement Clause 1, Article 83 as follows:

“1. To decide on investment policy for programs and projects under Clauses 5a, 6 and 7, Article 17 of this Law.”.

Article 2. To amend and supplement Point b, Clause 2, Article 12 of the Law on Investment in the Form of Public-Private Partnership

To amend and supplement Point b, Clause 2, Article 12 as follows:

“b/ Having a total investment amount equivalent to that of group-A projects in accordance with the law on public investment and using one or more of the following funding sources: central budget funds managed by ministries or central agencies; ODA loans; and concessional loans of foreign donors;”.

Article 3. To amend and supplement a number of articles of the Law on Investment

1. To amend and supplement Point g, and add Point g1 below Point g, Clause 1, Article 31 as follows:

“g/  Investment projects to build houses (for sale, lease or lease-purchase) or urban centers using 300 hectares of land or more or accommodating 50,000 people or more;

g1/ Investment projects compliant with the law on cultural heritages, regardless of their land area used or population accommodated, that are to be implemented in level-I protected areas of relics recognized by competent authorities as national relics or special national relics; or are to be implemented in level-II protected areas of relics recognized by competent authorities as special national relics on the List of world heritages;”.

2. To amend and supplement Point b, and add Point b1 below Point b, Clause 1, Article 32 as follows:

“b/ Investment projects to build houses (for sale, lease or lease-purchase) or urban centers using under 300 hectares of land and accommodating under 50,000 people;

b1/ Investment projects compliant with the law on cultural heritages, regardless of their land area used or population accommodated, that are to be implemented in level-II protected areas of relics recognized by competent authorities as national relics or special national relics, except special national relics on the List of world heritages; or investment projects, regardless of their land area used or population accommodated, that are to be implemented in areas restricted from development or historical inner areas of special-grade urban centers (as identified under urban plans);”.

3. To add Point g below Point e, Clause 3, Article 33 as follows:

“g/ Assessment of the investment project’s conformity with the requirements on protection and promotion of value of cultural heritages and satisfaction of the conditions specified by the law on cultural heritages.”.

4. To annul Point c, Clause 1, Article 75.

5. To add the sector/trade with ordinal number 132a below ordinal number 132 of Appendix IV on the list of sectors and trades subject to conditional business investment as follows:

Article 4. To amend and supplement Clause 1, Article 23 of the Housing Law

To amend and supplement Clause 1, Article 23 as follows:

“1. Having lawful land use rights in one of the cases specified at Points a and b of this Clause under which the use of land for implementation of commercial house construction investment projects is conformable with land use master plans or plans approved by competent state agencies in accordance with the land law, except cases in which the State recovers land for national defense and security purposes or for socio-economic development for the sake of national or public interests, and other cases of land recovery specified by law:

a/ Having residential land use rights;

b/ Having the rights to use residential land and land other than residential land satisfying the condition for land repurposing for implementation of investment projects.

After having the investment policy approved together with investor approval by competent agencies in accordance with the law on investment, investors shall carry out land repurposing, for projects for which land repurposing is required, and perform relevant financial obligations in accordance with the land law.”.

Article 5. To amend and supplement a number of articles of the Bidding Law

1. To add Article 33a below Article 33 as follows:

“Article 33a. Activities to be carried out in advance for projects funded with ODA or concessional loans

1. The preparation, submission for approval, appraisal and approval of contractor selection plans, bidding dossiers and dossiers of requirements, and identification of shortlists for procurement activities of projects funded with ODA or concessional loans shall be carried out before the conclusion of treaties or international agreements on ODA or concessional loans.

2. The Government shall detail this Article.”.

2. To amend and supplement Point c, Clause 1, Article 34 as follows:

“c/ Treaties or international agreements, for projects funded with ODA or concessional loans, except the case specified in Article 33a of this Law;”.

Article 6. To amend and supplement a number of articles of the Electricity Law

1. To amend and supplement Clause 2, and add Clause 2a below Clause 2, Article 4 as follows:

“2. To build and develop the electricity market on the principles of publicity, equality and fair competition with the State’s regulation in order to raise efficiency of electricity activities; to guarantee lawful rights and interests of electricity units and electricity users; to attract all economic sectors to participate in activities of building transmission grids on the basis of ensuring national defense and security and conformity with electricity development master plans, and activities of electricity generation, electricity distribution, electricity wholesale, electricity retail and specialized electricity consultancy.

Non-state economic sectors may operate transmission grids they have built.

2a. The State holds monopoly in the following activities:

a/ National load dispatch;

b/ Building and operation of big power plants of particular socio-economic, national defense or security significance;

c/ Operation of transmission grids, except transmission grids built by non-state economic sectors.”.

2. To add a number of points to Clauses 1 and 2, Article 40 as follows:

a/ To add Point d1 below Point d, Clause 1 as follows:

“d1/ To make connection to transmission grids built by economic sectors when satisfying law-required conditions and technical standards;”;

b/ To add Point h1 below Point h, Clause 2 as follows:

“h1/ To guarantee the right of organizations and individuals engaged in electricity activities to make connection to transmission grids they have built; in case of refusal to make connection, to comply with regulations of the Minister of Industry and Trade;”.

Article 7. To amend and supplement a number of articles of the Law on Enterprises

1. To amend and supplement the title, and the first sentence of Clause 1, of Article 49 as follows:

“Article 49. Rights of company members

1. Company members have the following rights:”.

2. To amend and supplement the title of Article 50 as follows:

“Article 50. Obligations of company members”.

3. To amend and supplement a number of points and clauses of Article 60 as follows:

a/ To amend and supplement Point e, Clause 2 as follows:

“e/ Full names and opinions of attending members who disagree to approve the meeting minutes (if any);”;

b/ To amend and supplement Clause 3 as follows:

“3. In case the chairperson or minutes taker of a meeting refuses to sign the meeting minutes, such minutes may become valid if it is signed by all other members of the Members’ Council who attend the meeting and agree to approve the minutes and fully has the contents specified at Points a, b, c, d, dd and e, Clause 2 of this Article. The meeting minutes must clearly state that the meeting chairperson or minutes taker refuses to sign it. The persons who sign the minutes of a meeting of the Members’ Council shall take joint responsibility for the accuracy and truthfulness of the contents of such minutes. The meeting chairperson or minutes taker shall take personal responsibility for damage caused to the enterprise due to his/her refusal to sign the meeting minutes in accordance with this Law, the company charter, and relevant laws.”.

4. To amend and supplement Point d, Clause 1, Article 109 as follows:

“d/ Biannual financial statements and summaries thereof, including also financial statements of the parent company and consolidated financial statements (if any); the deadline for disclosure is July 31 every year;”.

5. To amend and supplement Clauses 1 and 2, Article 148 as follows:

“1. Except the cases specified in Clauses 3, 4 and 6 of this Article, a resolution on the following contents may be adopted if it is voted for by shareholders representing 65% or more of total votes of all shareholders who attend the meeting and cast their votes; the specific percentage shall be stated in the company charter:

a/ Types of shares and total number of shares of each type;

b/ Change in business sectors, trades or fields;

c/ Change in the management organization structure of the company;

d/ Projects on investment in or sale of assets with a value accounting for 35% or more of the total asset value stated in the latest financial statements of the company, unless another percentage or value is specified in the company charter;

dd/ Reorganization or dissolution of the company;

e/ Other issues stated in the company charter.

2. Other resolutions may be adopted when they are voted for by shareholders representing more than 50% of total votes of all shareholders who attend the meeting and cast their votes, except the cases specified in Clauses 1, 3, 4 and 6 of this Article; the specific percentage shall be stated in the company charter.”.

6. To amend and supplement Clause 2, Article 158 as follows:

“2. In case the chairperson or minutes taker of a meeting refuses to sign the meeting minutes, such minutes may still become valid if it is signed by all other members of the Board of Directors who attend the meeting and agree to approve the minutes and has all the contents specified at Points a, b, c, d, dd, e, g and h, Clause 1 of this Article. The meeting minutes must clearly state that the meeting chairperson or minutes taker refuses to sign it. The persons who sign the minutes of a meeting of the Board of Directors shall take joint responsibility for the accuracy and truthfulness of the contents of such minutes. The meeting chairperson or minutes taker shall take personal responsibility for damage caused to the enterprise due to his/her refusal to sign the meeting minutes in accordance with this Law, the company charter, and relevant laws.”.

7. To amend and supplement Clause 5, Article 217 as follows:

“5. Pursuant to this Law, the Government shall provide in detail the management organization and operation of enterprises directly serving national defense or security or engaged in both economic activities and national defense or security activities that are state enterprises or limited liability companies with 100% charter capital held by the state enterprises defined in Clause 2, Article 88 of this Law.”.

Article 8. To amend and supplement Point g, Clause 4, Section I of the Excise Tariff provided in Article 7 of the Law on Excise Tax

To amend and supplement Point g, Clause 4, Section I of the Excise Tariff provided in Article 7 as follows:

Article 9. To amend and supplement a number of articles of the Law on Enforcement of Civil Judgments

1. To amend and supplement Article 55 as follows:

“Article 55. Entrustment for judgment enforcement and entrustment for asset disposal

1. Civil judgment enforcement agencies shall entrust judgment enforcement in the following cases:

a/ Entrusting judgment enforcement to civil judgment enforcement agencies in localities where judgment debtors have their assets, work, reside or base their head offices, after completely disposing of assets temporarily held, seized or distrained in localities that are related to amounts put for entrusted collection, except the case specified at Point b of this Clause.

In case of performing asset-related obligations, civil judgment enforcement agencies shall entrust judgment enforcement to civil judgment enforcement agencies in localities where judgment debtors have their assets; in case it is impossible to identify localities where judgment debtors have their assets, civil judgment enforcement agencies shall entrust judgment enforcement to civil judgment enforcement agencies in localities where judgment debtors work, reside or base their head offices.

In case of performing a joint obligation in which the judgment debtor has its/his/her assets, works, resides or bases its/his/her head offices in different localities, the civil judgment enforcement agency shall entrust the whole judgment enforcement obligation to the civil judgment enforcement agency in one of the localities where the judgment debtor is able to execute the judgment;

b/ Entrusting judgment enforcement to civil judgment enforcement agencies in localities where judgment debtors have assets, with regard to specific amounts subject to judgment enforcement that are accompanied by collaterals under judgments or rulings.

2. Civil judgment enforcement agencies shall dispose of assets in localities and, at the same time, may entrust asset disposal to civil judgment enforcement agencies in localities where assets are declared to be distrained or blocked under judgments or rulings, or dispose of assets to secure judgment enforcement while assets are based in different localities.”.

2. To amend and supplement Article 56 as follows:

“Article 56. Competence to entrust judgment enforcement or entrust asset disposal

1. Provincial-level civil judgment enforcement agencies may entrust judgment enforcement or entrust asset disposal as follows:

a/ Entrusting judgment enforcement or entrusting asset disposal to provincial-level civil judgment enforcement agencies in other localities, for cases of judgments and rulings on reemployment of workers or payment of compensations for damage in which judgment debtors are provincial- or higher-level state agencies; judgments and rulings involving foreign elements or related to intellectual property rights; awards of commercial arbitrations; decisions on settlement of competition cases issued by the Chairperson of the National Competition Committee or the Council for Settlement of Cases of Competition Restriction, or decisions on settlement of complaints about the decisions on settlement of competition cases issued by the Chairperson of the National Competition Committee or the Council for Settlement of Cases of Competition Restriction;

b/ Entrusting judgment enforcement or entrusting asset disposal to military zones’ judgment enforcement agencies, for cases in which involved parties or assets are related to the Army in localities;

c/ Entrusting judgment enforcement or entrusting asset disposal to district-level civil judgment enforcement agencies, for other cases, except the cases specified at Points a and b of this Clause.

2. District-level civil judgment enforcement agencies may entrust judgment enforcement or entrust asset disposal for cases falling under their judgment enforcement competence to provincial-level civil judgment enforcement agencies in other localities, military zones’ judgment enforcement agencies, or other district-level civil judgment enforcement agencies.

3. Military zones’ judgment enforcement agencies may entrust judgment enforcement or entrust asset disposal for cases falling under their judgment enforcement competence to other military zones’ judgment enforcement agencies, provincial-level civil judgment enforcement agencies or district-level civil judgment enforcement agencies.”.

3. To amend and supplement Article 57 as follows:

“Article 57. Procedures for judgment enforcement entrustment or asset disposal entrustment

1. Procedures for judgment enforcement entrustment:

a/ Within 5 working days after having a ground for entrustment, the head of the civil judgment enforcement agency shall issue a decision on judgment enforcement entrustment. In case of executing the decision on application of provisional urgent measures, he/she shall issue an entrustment decision within 24 hours after having a ground for entrustment. In case he/she has issued a judgment enforcement decision but considers that it is necessary to entrust judgment enforcement, he/she shall issue a decision to revoke part or the whole of the judgment enforcement decision.

A dossier for judgment enforcement entrustment must comprise the decision on judgment enforcement entrustment; the judgment or ruling or a copy thereof in case of entrustment to more than one entity or entrustment under Point b, Clause 1, Article 55 of this Law; a copy of the written record of distraint or temporary holding of assets in custody, and other relevant documents, if any;

 b/ Within 5 working days after receiving the entrustment decision, the head of the entrusted civil judgment enforcement agency shall issue a judgment enforcement decision and send a notice thereof to the entrusting civil judgment enforcement agency. In case of executing the decision on application of provisional urgent measures, he/she shall immediately issue a judgment enforcement decision.

2. Procedures for asset disposal entrustment:

a/ The head of a civil judgment enforcement agency shall issue a decision on asset disposal entrustment.

A dossier for asset disposal entrustment must comprise the decision on asset disposal entrustment; a copy of the judgment or ruling; the judgment enforcement decision, and other relevant documents, if any;

b/ Within 5 working days after receiving the decision on asset disposal entrustment, the head of the entrusted civil judgment enforcement agency shall issue a decision on disposal of entrusted assets, and assign an enforcer to organize the execution of such decision, and send a notice thereof to the entrusting civil judgment enforcement agency.

Based on the judgment enforcement decision, results of judgment enforcement organization by the entrusting civil judgment enforcement agency, and decision on disposal of entrusted assets, the enforcer shall proceed with the order and procedures for asset disposal in accordance with this Law;

c/ Within 5 working days after handing over assets to the person who has bought such assets through auction or the person who receives such assets for clearing against the amount to be earned from judgment enforcement, the civil judgment enforcement agency entrusted to dispose of assets shall transfer the earned amount to the entrusting civil judgment enforcement agency for making payment under Article 47 of this Law after subtracting judgment enforcement expenses and immediately send a notice thereof to the entrusting civil judgment enforcement agency;

d/ The entrusting civil judgment enforcement agency shall take the entire responsibility for the process of organization of execution of the case, except asset disposal by the entrusted civil judgment enforcement agency.

In case it is determined that the amount after price appraisal or amount earned from asset auction is enough for making payment for obligations of the judgment debtor and related expenses or in case there is a decision on postponement or suspension of the judgment enforcement, such shall be immediately notified in writing to the entrusted civil judgment enforcement agency for suspending the disposal of the remaining assets. The resumption of disposal of assets must comply with a notice of the entrusting civil judgment enforcement agency.

In case judgment enforcement expenses and related expenses have been fully collected or in case there is a decision on judgment enforcement suspension, such shall be immediately notified in writing to the entrusted civil judgment enforcement agency for terminating the disposal of the remaining assets and releasing the distraint of assets in accordance with this Law. The entrusting civil judgment enforcement agency shall pay judgment enforcement expenses arising before the termination of asset disposal to the entrusted civil judgment enforcement agency under Clauses 1 and 2, Article 73 of this Law;

dd/ An entrusted civil judgment enforcement agency shall implement regulations relevant to the disposal of assets which it is entrusted to dispose of; immediately send a notice of price appraisal results, time of auction, and asset disposal results to the entrusting civil judgment enforcement agency; and suspend or terminate asset disposal at the request of the entrusting civil judgment enforcement agency.

3. Entrusted civil judgment enforcement agencies may not refuse to implement decisions on judgment enforcement entrustment or asset disposal entrustment, unless such decisions contain mistakes or errors in entrustment contents or their competence.”.

Article 10. Effect

This Law takes effect on March 1, 2022.

Article 11. Transitional provisions

1. For group-B and group-C public investment projects funded with ODA or concessional loans of foreign donors for which the Prime Minister decides on investment policy before the effective date of this Law and those specified in Clause 2 of this Article, agencies or persons competent to decide on investment policy defined in Article 1 of this Law may adjust their investment policy.

2. For group-B and group-C public investment projects funded with ODA or concessional loans of foreign donors for which project formulation and appraisal procedures have been completed and there are appraisal documents serving as a basis for making investment policy decision or investment policy adjustment under Articles 25 and 34 of Law No. 39/2020/QH14 on Public Investment, which had a number of articles amended and supplemented under Law No. 64/2020/QH14 and Law No. 72/2020/QH14, before the effective date of this Law, it is required to proceed with procedures for submitting such projects to the Prime Minister for consideration and decision in accordance with Law No. 39/2020/QH14 on Public Investment, which had a number of articles amended and supplemented under Law No. 64/2020/QH14 and Law No. 72/2020/QH14.

3. From the effective date of this Law, for valid dossiers of request for approval or adjustment of investment policy for investment projects to build houses (for sale, lease or lease-purchase) or urban centers that were previously subject to the Prime Minister’s investment policy approval under Article 31 of Law No. 61/2020/QH14 on Investment, which had a number of articles amended and supplemented under Law No. 72/2020/QH14, and are now subject to investment policy approval by provincial-level People’s Committees under Article 3 of this Law, if such dossiers have been received and the time limit for their processing has expired but the processing results have not yet been notified under Law No. 61/2020/QH14 on Investment, which had a number of articles amended and supplemented under Law No. 72/2020/QH14, the provisions of Law No. 61/2020/QH14 on Investment, which had a number of articles amended and supplemented under Law No. 72/2020/QH14, may continue to apply.

4. For valid dossiers of request for investment policy approval simultaneously with investor approval or for adjustment of investment policy for investment projects to build commercial houses in case investors have the rights to use residential land or residential land and land of other categories, if such dossiers have been received by competent state agencies before the effective date of this Law but not completely processed yet, they may continue to be processed under Article 4 of this Law and relevant laws.

5. From the effective date of this Law, civil judgment enforcement matters that have not been enforced or completely enforced must comply with this Law; decisions or acts of civil judgment enforcement agencies or enforcers that have been made under Law No. 26/2008/QH12 on Enforcement of Civil Judgments, which had a number of articles amended and supplemented under Law No. 64/2014/QH13, Law No. 23/2018/QH14, and Law No. 67/2020/QH14, remain valid and continue to apply.

This Law was passed on January 11, 2022, by the XV^th National Assembly of the Socialist Republic of Vietnam at its first extraordinary session.-

Chairman of the National Assembly
VUONG DINH HUE