Law 56/2024/QH15 amend Law on Securities, Accounting Law, Law on Independent Audit, Law on the State Budget, Law on Management and Use of Public Property, Law on Tax Administration, Law on Personal Income Tax, Law on the National Reserve and Law on Handli

LAW

Amending and Supplementing a Number of Articles of the Law on Securities, Accounting Law, Law on Independent Audit, Law on the State Budget, Law on Management and Use of Public Property, Law on Tax Administration, Law on Personal Income Tax, Law on the National Reserve and Law on Handling of Administrative Violations

Pursuant to the Constitution of the Socialist Republic of Vietnam;

The National Assembly promulgates the Law Amending and Supplementing a Number of Articles of the Law on Securities No. 54/2019/QH14; Accounting Law No. 88/2015/QH13, amended and supplemented under Law No. 38/2019/QH14; Law on Independent Audit No. 67/2011/QH12, amended and supplemented under Law No. 97/2015/QH13; Law on the State Budget No. 83/2015/QH13, amended and supplemented under Law No. 59/2020/QH14; Law on Management and Use of Public Property No. 15/2017/QH14, amended and supplemented under Law No. 64/2020/QH14, Law No. 07/2022/QH15, Law No. 24/2023/QH15, Law No. 31/2024/QH15 and Law No. 43/2024/QH15; Law on Tax Administration No.38/2019/QH14; Law on Personal Income Tax No. 04/2007/QH12, amended and supplemented under Law No. 26/2012/QH13, Law No. 71/2014/QH13, Law No. 31/2024/QH15 and Law No. 43/2024/QH15; Law on the National Reserve No. 22/2012/QH13, amended and supplemented under Law No. 21/2017/QH14; and Law on Handling of Administrative Violations No. 15/2012/QH13, amended and supplemented under Law No. 54/2014/QH13, Law No. 18/2017/QH14, Law No. 67/2020/QH14, Law No. 09/2022/QH15 and Law No. 11/2022/QH15.

Article 1. Amending and supplementing a number of articles of the Law on Securities

1. To add Clause 49 after Clause 48 Article 4 as follows:

“49. Securities market manipulation means the commission of any of the following acts:

a) Using one or more than one trading account of one’s own or others or conniving continuously with others in buying or selling securities in order to create sham supply and demand;

b) Placing buying and selling orders of the same type of securities on the same trading day or conniving with others in buying or selling securities, which fails to result in the actual transfer of ownership or which results in ownership only circulating among members in the group with the purpose of creating securities prices or sham supply and demand;

c) Continuously buying or selling securities with a dominant volume at the opening or closing time of the market in order to manipulate securities prices;

d) Trading in securities in the form of colluding with or enticing others to continuously place buying and selling orders of securities, which greatly affects supply and demand and securities prices or which aims at manipulating securities prices;

dd) Expressing opinions directly or indirectly through the mass media about a type of securities or a securities-issuing institution in order to exert impacts on the price of such securities after the trading has been made and hold positions for such type of security;

e) Using other methods or performing other trading acts or combining such methods with spreading untruthful rumors or providing false information to the public in order to create sham supply and demand, or manipulate securities prices.”.

2. To amend and supplement Point d Clause 1 Article 9 as follows:

“d) To manage, inspect, examine and supervise securities operations of the Vietnam Stock Exchange and its subsidiary companies, the Vietnam Securities Depository and Clearing Corporation and its subsidiary companies; to approve regulations on operations of the Vietnam Stock Exchange, and the Vietnam Securities Depository and Clearing Corporation; to request the Vietnam Stock Exchange, and the Vietnam Securities Depository and Clearing Corporation to revise their regulations on operations; to suspend or cancel decisions related to operations of the Vietnam Stock Exchange and its subsidiary companies, the Vietnam Securities Depository and Clearing Corporation and its subsidiary companies, and direct the Vietnam Stock Exchange and its subsidiary companies, the Vietnam Securities Depository and Clearing Corporation and its subsidiary companies in performing tasks related to their operations in case of necessity to protect lawful rights and interests of investors;”.

3. To add a number of points and clauses of Article 11 as follows:

a) To add Point e after Point dd Clause 1 as follows:

“e) Foreign investors being individuals with foreign nationality, established and organized under foreign law, that are conducting business investment in Vietnam.”;

b) To add Clauses 1a and 1b after Clause 1 as follows:

“1a. Professional securities investors that are organizations specified in Clause 1 of this Article may participate in purchasing, trading and transferring privately placed corporate bonds.

1b. Professional securities investors that are individuals specified in Clause 1 of this Article may participate in purchasing, trading and transferring privately placed corporate bonds in any of the following cases:

a) Privately placed corporate bonds with credit rating and security assets;

b) Privately placed corporate bonds with credit rating and payment guarantee given by credit institutions.”.

4. To add Article 11a after Article 11 as follows:

“Article 11a. Responsibilities of institutions and individuals related to reporting documents and dossiers

1. Organizations and individuals participating in the formulation of reporting documents and dossiers relating to securities activities and securities market shall take responsibility before the law for the legality, accuracy, honesty and completeness of such reporting documents and dossiers. Organizations and individuals involved in the certification of reporting documents and dossiers shall take responsibility before the law within the scope relating to such reporting documents and dossiers. Such reporting documents and dossiers must contain clear information, sufficient important contents that affect the decisions of agencies, organizations and investors, without causing misunderstandings.

2. Organizations and individuals competent to receive, handle and accept reporting documents and dossiers shall consider the validity of such reporting documents and dossiers based on the provided ones; and shall not take responsibility for any violations committed by organizations and individuals before and after the submission of the valid reporting documents and dossiers. Valid reporting documents and dossiers mean those comprising sufficient papers with full declaration as prescribed by law.

3. Organizations providing consultancy on dossiers and practitioners participating in providing consultancy on dossiers shall:

a) Organizations providing consultancy on dossiers and practitioners participating in providing consultancy must be honest, careful and fully comply with the law in dossier consultancy;

b) Organizations providing consultancy on dossiers shall be responsible for reviewing and checking the information in the dossiers, ensuring that the analysis and assessment are carried out reasonably and carefully based on the information, data and documents provided, and must be responsible before the law within the scope of consultancy related to the reporting documents and dossiers.

4. Accredited audit firms, auditors, and persons signing audit or review reports must comply with the law on independent auditing; comply with auditing standards when auditing financial statements and take responsibility for their opinions on the truthfulness and reasonableness of audited reports and figures; comply with standards on assurance service contracts; and take responsibility for giving opinions on the summary of financial information according to rules.”.

5. To amend and supplement Clause 3 Article 12 as follows:

“3. Committing securities market manipulation.”.

6. To amend and supplement a number of points and clauses of Article 15 as follows:

a) To amend and supplement Point d Clause 2 as follows:

“d) For a public offering of stocks to raise capital to implement a project of the company, stocks to be sold to investors must account for at least 70% of stocks expected to be offered, except for the case of offering to existing shareholders at the holding rate. The company must have a plan to make up for a deficit of capital expected to be raised for project implementation.”;

b) To amend and supplement Point g Clause 3 as follows:

“g) Meeting the Government's regulations on bondholder representatives, debt ratio, issued value on equity and credit rating;”.

7. To amend and supplement a number of points and clauses of Article 18 as follows:

a) To add Point k after Point i Clause 1 as follows:

“k) A report on charter capital contributed up to the time of registration for initial public offering of stocks, audited by an independent audit firm according to the Minister of Finance’s regulations.”;

b) To add Point i after Point h Clause 3 as follows:

“i) A contract between the issuing company and the bondholder representative.”.

8. To amend and supplement a number of points and clauses of Article 28 as follows:

a) To add Point d and Point dd after Point c Clause 1 as follows:

“d) The public offering of stocks is detected violating the provisions of Clause 1 Article 27 of this Law after completing the offering and the stocks have not yet been listed or registered for trading;

dd) The public offering of bonds and covered warrants is detected violating the provisions of Clause 1 Article 27 of this Law after completing the offering.”;

b) To add Clause 2a after Clause 2 as follows:

“2a. After public offering, stocks or stocks converted from convertible bonds or stocks purchased from warrants already listed or registered for trading shall not be canceled.”.

9. To amend and supplement a number of points and clauses of Article 31 as follows:

a) To amend and supplement Points a, b and c Clause 1 as follows:

“a) There is a decision of the Shareholders’ General Meeting approving a plan on private placement and use of proceeds from private placement, and clearly identifying eligible investors; number of stocks, offering price of stocks, or principles for determining offering price of stocks;

b) Only strategic investors and professional securities investors specified in Clause 1 Article 11 of this Law are eligible for private placement of stocks and convertible bonds; or only strategic investors and professional securities investors specified at Points a1 and b1 Article 11 of this Law are eligible for private placement of bonds accompanied with warrants;

c) Trading or transfer of privately placed stocks, convertible bonds or bonds accompanied with warrants is banned for at least 3 years, for strategic investors, or at least 1 year, for professional securities investors, after the private placement is completed, except the case of trading or transfer among professional securities investors as prescribed at Point b of this Clause or under a legally effective court judgment or ruling or an arbitration award or in case of inheritance in accordance with law;”;

b) To amend and supplement Points b and c Clause 2 as follows:

“b) Only institutional professional securities investors are eligible for private placement.

In case of private placement of bonds specified at Point a or b Clause 1b Article 11 of this Law, institutional and individual professional securities investors are eligible for private placement;

c) Trading or transfer of privately placed bonds may only be carried out among professional securities investors under Clauses 1a and 1b Article 11 of this Law, unless it is carried out under a legally effective court judgment or ruling or an arbitration award or in case of inheritance in accordance with law;”.

10. To add Article 31a and Article 31b after Article 31 of Chapter II as follows:

“Article 31a. Suspension of private placement of securities

1. The State Securities Commission of Vietnam may suspend the private placement of securities registered with the State Securities Commission of Vietnam for at least 60 days in the following cases:

a) The dossier of registration for private placement of securities contains incorrect information, or omits important content that may affect investment decisions and cause damage to investors;

b) The distribution of securities fails to comply with the law.

2. Within 7 working days from the suspension of private placement of securities, the issuing company must announce the suspension of private placement of securities using the methods specified in Clause 3 Article 25 of this Law, and must recall issued securities at the investors’ requests, and at the same time, refund the money to the investors within 15 days from the receipt of such requests.

3. When the deficiencies leading to the suspension of the private placement of securities are remedied, the State Securities Commission of Vietnam shall issue a notice to cancel the suspension and the securities shall continue to be placed.

4. Within 7 working days from the date of the notice of canceling the suspension, the issuing company shall announce the suspension cancellation according to the methods specified in Clause 3 Article 25 of this Law.

 Article 31b. Cancellation of private placement of securities

1. The State Securities Commission of Vietnam may cancel the private placement of securities registered with the State Securities Commission of Vietnam in the following cases:

a) After the suspension period as prescribed in Clause 1 Article 31a of this Law expires, the issuing company fails to remedy the deficiencies leading to the suspension of the private placement of securities;

b) The private placement of stocks is detected violating the provisions of Clause 1 Article 31a of this Law after completing the private placement and the stocks have not yet been listed or registered for trading;

c) The private placement of bonds is detected violating the provisions of Clause 1 Article 31a of this Law after completing the private placement.

2. In addition to the cases specified in Clause 1 of this Article, the private placement of securities shall be canceled under a legally effective court judgment or ruling or an arbitration award or a competent agency’s decision in accordance with law.

3. After private placement, stocks or stocks converted from convertible bonds or stocks purchased from warrants already listed or registered for trading shall not be canceled.

4. Within 7 working days from the cancellation of private placement of securities, the issuing company must announce the cancellation of private placement of securities using the methods specified in Clause 3 Article 25 of this Law, and must recall issued securities, and at the same time, refund the money to the investors within 15 days from the cancellation of private placement of securities. After this period, the issuing company must pay compensation for damage to the investors under commitments with investors.”.

11. To amend and supplement a number of points and clauses of Article 32 as follows:

a) To amend and supplement Point a, Clause 1 as follows:

“a) Has a contributed charter capital of at least VND 30 billion, at least VND 30 billion of equity and at least 10% of its voting stocks held by at least 100 investors other than majority shareholders;”;

b) To add Clause 4 after Clause 3 as follows:

“4. The Minister of Finance shall provide detailed provisions on registration of public companies, order and procedures for registration of public companies.”.

12. To amend and supplement a number of points and clauses of Article 33 as follows:

a) To amend and supplement Point dd Clause 1 as follows:

“dd) The latest year’s financial statement of the joint-stock company audited by an independent audit firm. In case the company increases its charter capital after the end of the latest annual accounting period, it shall supplement the financial statement of the latest period that has been audited or examined;”;

b) To add Point g after Point e Clause 1 as follows:

“g) A report on charter capital contributed up to the time of registration of the public company, audited by an independent audit firm according to the Minister of Finance’s regulations.”.

13. To amend and supplement Clause 6 Article 36 as follows:

“6. In case where the company redeems the employees’ stocks according to the regulations on issuance of stocks for its employees, the following regulations shall be complied with:

a) The total number of stocks redeemed by the company shall be reported at the latest annual Shareholders’ General Meeting;

b) The company is not required to carry put procedure for reduction of charter capital for the stocks it redeems.”.

14. To amend and supplement Clause 7 Article 37 as follows:

“7. Within 6 months after the completion of its stock redemption, a public company may not offer stocks to increase its charter capital, except the case of the public company's redemption of stocks from employees who have resigned under a stock issuance program for employees or a securities company's redemption of its own stocks in case of correcting transaction errors.”.

15. To amend and supplement a number of clauses of Article 38 as follows:

a) To amend and supplement Clauses 1 and 2 as follows:

“1. A public company shall have its status canceled when falling into any of the following cases:

a) Failing to satisfy one of the conditions applicable to public companies specified at Point a Clause 1 Article 32 of this Law;

b) Failing to disclose information in 2 consecutive years on the audited annual financial statements;

c) Failing to disclose information in 2 consecutive years on the annual Shareholders’ General Meeting’s resolutions;

d) Within 1 year from the date the State Securities Commission of Vietnam confirms the completion of a public company registration, or from the date of completion of the public offering, the company fails to register stocks at the Vietnam Securities Depository and Clearing Corporation, or fails to register to list or trade stocks on the Stock Exchange.

2. Within 15 days from the date of failure to meet any of the conditions specified at Point a Clause 1 Article 32 of this Law, the public company shall send reporting documents to the State Securities Commission of Vietnam.

If a company still fails to satisfy the conditions for being treated as a public company 1 year after it no longer meets the criterion specified at Point a Clause 1 Article 32 of this Law, it shall send a dossier for cancellation of status of the public company to the State Securities Commission of Vietnam for considering canceling its public company status.

If the public company fails to send reporting documents and dossiers to the State Securities Commission of Vietnam under this Clause, the State Securities Commission of Vietnam of Vietnam shall, based on the list of shareholders provided by the Vietnam Securities Depository and Clearing Corporation, or the company's latest audited annual financial statement, consider canceling the public company status.”;

b) To amend and supplement Clause 5 as follows:

“5. The Minister of Finance shall specify the cancellation of public company status, order and procedures for cancellation of status of public companies, and the cancellation of public company status of enterprises that no longer satisfy the conditions for being treated as public companies due to their reorganization, dissolution or bankruptcy.”.

16. To amend and supplement Clauses 3 and 4 Article 39 as follows:

“3. A list of the public company's shareholders no longer meeting conditions in terms of shareholder structure provided by the Vietnam Securities Depository and Clearing Corporation, or prepared by the public company having its securities not yet registered at the Vietnam Securities Depository and Clearing Corporation;

4. The latest annual financial statement audited, or a certification of equity by an accredited audit firm, in case where the public company no longer meets the conditions on contributed charter capital or equity. In case the company increases its charter capital after the end of the latest annual accounting period, it shall supplement the financial statement of the latest period that has been audited or examined.”.

17. To add Clause 4 after Clause 3 Article 55 as follows:

 “4. The Vietnam Securities Depository and Clearing Corporation shall decide on establishment of subsidiary companies and organize, assign the fulfillment of its rights and obligations under this Law to its subsidiary companies after obtaining approval from the Ministry of Finance.”.

18. To amend and supplement Point a Clause 4 Article 56 as follows:

“a) To conduct trading clearing and payment for securities traded on the securities trading system. In case of conducting trading clearing and payment for derivatives, clearing members being commercial banks or foreign bank branches may only conduct clearing and payment for clearing members being commercial banks or foreign bank branches;”.

19. To amend and supplement Clause 1 Article 63 as follows:

“1. Clearing and determination of the obligation to pay money and securities shall be carried out via the Vietnam Securities Depository and Clearing Corporation, or its subsidiary companies.”.

20. To annul a number of articles and clauses; to add phrases in a number of articles, clauses and points as follows:

a) To annul Article 23; Clause 3 Article 48; Clauses 4 and 5 Article 135;

b) To add the phrase “and its subsidiary companies” after the phrase “the Vietnam Securities Depository and Clearing Corporation” at Point dd Clause 1 Article 7, Clause 3 Article 52 and Article 68.

Article 2. Amending and supplementing a number of articles of the Accounting Law

1. To amend and supplement Clause 1 Article 3 as follows:

“1. Financial statement means the economic and financial information system of an accounting unit that is prepared and presented in the prescribed in the accounting standards and accounting regimes.”.

2. To amend and supplement Clause 3 Article 7 as follows:

“3. The Ministry of Finance shall prescribe Vietnam's accounting standards and professional code of ethics for accountants based on international accounting standards in line with Vietnam’s specific conditions; provide instructions on subjects, scope, procedures, roadmap and other contents relating to the application of international accounting standards.”.

3. To amend and supplement Clause 1 Article 11 as follows:

 “1. The script used in accounting is the Vietnamese script. Where a foreign script is to be used in financial statements in Vietnam, the Vietnamese script and the foreign script shall be used simultaneously. Accounting documents in foreign script must be translated into Vietnamese at requests of the competent state agencies.”.

4. To amend and supplement Clause 4 Article 12 as follows:

“4. In case the first annual accounting period or the last annual accounting period is shorter than 3-consecutive monthly accounting periods, it may be added to the subsequent annual accounting period or the preceding annual accounting period for counting as an annual accounting period. The first or last annual accounting period must be shorter than fifteen months.”.

5. To amend and supplement the title of article and Clause 4 Article 19 as follows:

a) To amend title of article as follows:

“Article 19. Signing and confirmation of accounting documents”;

b) To amend and supplement Clause 4 Article 19 as follows:

“4. E-documents must bear e-signatures or other electronic confirmation forms in accordance with the law on e-transactions.”.

6. To amend and supplement Clause 1 Article 29 as follows:

“1. Financial statements of accounting units shall be used to summarizing and describing the financial situation and performance of accounting units. Financial statements of an accounting unit must be prepared and presented in accordance of accounting standards and regimes applied to the unit, including:

a) Statement of financial situation;

b) Statement of performance results;

c) Cash flow statement;

d) Written explanations on the financial statements;

dd) Other statements prescribed by law.”.

7. To amend and supplement Clause 2 Article 51 as follows:

“2. Accountants have the right to perform accounting work independently; reserve professional opinions in writing when they have opinions different from those of the decision maker; report in writing to the chief accountants or legal representatives of the accounting units when discovering violations of financial and accounting laws in the units; in cases where it is still necessary to comply with the decision, accountants shall report to the immediate superior of the person who made the decision or the competent state agency and shall not be responsible for the consequences of implementing that decision.”.

8. To amend and supplement a number of points and clauses of Article 71 as follows:

a) To amend and supplement Point b Clause 2 as follows:

“b) To formulate legal documents on accounting and submit them to the Government for promulgation, or promulgate them according to its competence, except for Clause 2a of this Article;”;

b) To add Clause 2a after Clause 2 as follows:

 “2a. The State Bank of Vietnam shall promulgate accounting regimes or legal documents on accounting applicable to credit institutions, foreign bank branches under the management, in compliant with accounting standards.”.

9. To annul Point d Clause 1 Article 16.

Article 3. Amending and supplementing a number of articles of the Law on Independent Audit

1. To amend and supplement Point i Clause 2 Article 11 as follows:

“i) To provide for registration and management of audit practice; to provide regulations on suspension of audit practice, revocation of audit practice registration certificates; to provide regulations on publicization of the list of audit firms, Vietnam-based branches of foreign audit firms and certified public accountants;”.

2. To amend and supplement Article 16 as follows:

“Article 16. Persons ineligible for audit practice registration, or ineligible for continuing to practice audit

1. Persons ineligible for audit practice registration include:

a) Cadres and civil servants as prescribed by the law on cadres and civil servants; public employees as prescribed by the law on public employees; officers, professional military personnel and defense workers, public employees in People’s Army agencies and units; operation officers and non-commissioned officers, specialized technical officers and non-commissioned officers, People’s Public Security workers and public employees in People’s Public Security units and agencies;

b) Persons currently banned from practicing audit under legally effective court judgments or rulings; persons currently examined for penal liability; persons convicted of any of crimes of violating economic management order, position-related crimes related to finance or accounting who have not yet had their convictions remitted; persons currently subject to the administrative handling measure of education in commune, ward or township or confinement to compulsory drug rehabilitation or educational establishments;

c) Persons who have been convicted of a crime of violating economic management order from serious or higher level.

2. Persons ineligible for continuing to practice audit include:

a) Persons specified at Point b Clause 1 of this Article;

b) Persons possessing invalid or expired audit practice registration certificate according to the Ministry of Finance's regulations.”.

3. To amend and supplement a number of clauses of Article 29 as follows:

a) To add Clause 1a after Clause 1 as follows:

“1a. To maintain the conditions specified in Article 21 of this Law during the operation.”;

b) To add Clause 1b after Clause 1a as follows:

“1b. If an audit firm establishes a branch, it must meet the conditions specified in Clause 1a of this Article, and must ensure having at least 5 certified public accountants registering for practice at its headquarter, excluding those registering for practice at its branch.”;

c) To add Clause 2a after Clause 2 as follows:

“2a. It's is not allowed to arrange a certified public accountant to sign audit reports for an unit for more than 5 consecutive years. The Ministry of Finance shall prescribe the suspension period for a certified public accountant to continue signing audit reports for the same audited unit.”.

4. To amend and supplement a number of points and clauses of Article 37 as follows:

a) To add Point dd after Point d Clause 1 as follows:

“dd) Other large-sized enterprises must audit annual financial statements according to the Government’s regulations.”;

b) To amend and supplement Clause 4 as follows:

“4. Other businesses and organizations as prescribed by law which are involved in, or willing to conduct audit.”.

5. To amend and supplement Clause 8 Article 39 as follows:

“8. In case of signing an audit contract with an audit firm or a Vietnam-based foreign audit firm substitute for five or more consecutive years, to request this audit firm or Vietnam-based foreign audit firm to change their certified public accountants to sign audit reports.”.

6. To amend and supplement Clause 1 Article 58 as follows:

“1. Audit firms and Vietnam-based branches of foreign audit firms may not appoint certified public accountants to audit an entity with public interests for five consecutive fiscal years. The Ministry of Finance shall prescribe the suspension period for a certified public accountant to continue auditing for the same entity with public interests.”.

7. To amend and supplement Article 60 as follows:

“Article 60. Handling of violations of the law on independent audit

1. Organizations and individuals that commit violations against this Law shall, depending on the nature and severity of their violations, be administratively sanctioned, examined for penal liability, subject to state management measures under this Law; and, if causing damage, they shall pay compensation in accordance with law.

2. The maximum fine level for administrative violations in the field of independent audit is VND 2 billion for organizations, or VND 1 billion for individuals. Statute of limitations for sanctioning administrative violations in the field of independent audit is 5 years.

3. The Government shall specify the handling of administrative violations in the field of independent audit.”.

Article 4. Amending and supplementing a number of articles of the Law on the State Budget

1. To amend and supplement Clause 10, and add Clause 10a after Clause 10 Article 8 as follows:

a) To amend and supplement Clause 10 as follows:          

“10. The decision to invest state budget funds and use of such funds in programs and projects must comply with the Law on Public Investment and relevant laws. For programs, tasks and projects outside the medium-term public investment plan, capital allocation from increased revenue sources, expenditure savings, and annual state budget reserves shall be implemented in accordance with Articles 10 and 59 of this Law.

The Government shall specify the order and procedures for investment and implementation of programs, tasks and projects strictly, effectively and properly.”;

b) To add Clause 10a after Clause 10 as follows:

“10a. Budget spending tasks shall be allocated from two sources (public investment spending and regular expenditures): purchase, repair, renovation, upgrading of assets and equipment; rental of goods and services; repair, renovation, upgrading, expansion, new construction of construction items in invested construction projects and other necessary tasks.

The Government shall detail this Clause.”.

2. To add Point d after Point c Clause 9 Article 9 as follows:

“d) Using development investment capital from the local budget for infrastructure construction investment projects in the locality under the spending tasks of the direct superior budget; supporting other localities to invest in construction of key projects and works, regional linkages, national linkages, international linkages, with spillover effects, creating momentum for socio-economic development and other important tasks within the budget balance capacity of the level, without affecting the implementation of tasks under the responsibility of the level's budget.

The Government shall detail this Article.”.

3. To amend and supplement a number of points and clauses of Article 19 as follows:

a) To amend and supplement Point a Clause 5 as follows:

“a) The total central budget expenditure, including including detailed allocated and unallocated items; development investment expenditure for each field; current expenditure for each field; national reserve expenditure, interest payment expenditure, expenditure for aid provision, transfer to the financial reserve fund; and budget contingency;”;

b) To add Clause 5a after Clause 5 as follows:

“5a. To assign the Government to allocated and assign spending estimates for unallocated items specified at Point a Clause 5 of this Article promptly, economically, and effectively in accordance with the law, and send quarterly reports to the National Assembly Standing Committee, and report to the National Assembly at the next session.”.

4. To amend and supplement a number of points and clauses of Article 30 as follows:

a) To amend and supplement Point a Clause 2 as follows:

“a) The total amount, including detailed allocated and unallocated items; development investment expenditure and current expenditure for each field; transfer to the local financial reserve fund; and budget contingency;”;

b) To add Clause 2a after Clause 2 as follows:

“2a. To assign the People's Committees of the same levels to allocated and assign spending estimates for unallocated items specified at Point a Clause 2 of this Article promptly, economically, and effectively in accordance with the law, and send periodic reports to the Standing Committee of the People's Committees, and report to the People's Committees of the same levels at the next session.”;

c) To add Point i after Point h Clause 9 as follows:

“i) Decisions on spending for aid provision.

The Government shall detail this Article.”.

5. To amend and supplement Point a Clause 1 Article 36 as follows:

“a) Investment in programs, projects, tasks and public investment objects of ministries, ministerial-level agencies, government-attached agencies, other central agencies and state enterprises in accordance with the law on public investment;”.

6. To amend and supplement a number of points and clauses of Article 38 as follows:

a) To amend Point a Clause 1 as follows:

 “a) Investment in locally managed programs, projects, tasks and other public investment objects as prescribed by the law on public investment, and performance of spending tasks specified at Point d Clause 9 Article 9 of this Law;”;

b) To add Point b1 after Point b Clause 1 as follows:

“b1) Compensate for interest rate differences, management charges and entrusted loans through policy banks to implement local socio-economic policies;”;

c) To add Clause 4a after Clause 4 as follows:

“4a. Expenditure for aid provision.”.

7. To amend and supplement Clause 1 Article 49 as follows:

“1. After being assigned budget estimates by the Government or People’s Committees, level-I budget-estimating units at central and local levels shall allocate and assign budget estimates to their attached budget-using units, units assigned to manage infrastructure assets under the law on management and use of public property, units assigned to manage, operate, exploit and maintain infrastructure assets, units assigned to perform tasks under the Government's regulations and units of the lower-level budgets which are authorized to perform spending tasks of these budget-estimating units, and send them to the finance agencies of the same level and concurrently to the State Treasury where transactions are made for implementation. The allocation and assignment of estimates must meet the deadline and requirements prescribed in Article 50 of this Law.”.

8. To amend and supplement Clause 1 Article 74 as follows:

“1. Pursuant to this Law, the Government shall prescribe the management and use of the budget for a number of activities of the Communist Party of Vietnam, a number of activities in the fields of national defense, security, and foreign affairs, and a number of specific finance-budget mechanisms and policies for Ho Chi Minh City, a number of provinces and centrally run cities, and special administrative-economic units, and report them to the Standing Committee of the National Assembly for comment before their implementation, and to the National Assembly at its next session.”.

Article 5. Amending and supplementing a number of articles of the Law on Management and Use of Public Property

1. To amend and supplement Clause 2 Article 17 as follows:

“2. Pursuant to this Law, assignment given by the Government, the provincial-level People’s Councils shall decide on, or decentralize authority to make decision on the management and use of public property within the local management to the district- or commune-level People’s Councils, People's Committees at all levels, heads of specialized agencies under the provincial-level People’s Committees, or heads of agencies, organizations and units.”.

2. To amend and supplement Article 39 as follows:

“Article 39. Maintenance and repair of public property of state agencies

1. State agencies assigned to manage and use public property or agencies and units in charge of operations management of public property shall maintain and repair the property in accordance with economic-technical norms, standards and regimes, and spending norms for public property maintenance and repair issued by competent agencies and persons specified in Clause 3 this Article.

2. The State shall ensure funding for maintenance and repair of public property of state agencies under economic-technical norms, standards and regimes, and spending norms for public property maintenance and repair.

3. Power to issue economic-technical norms, standards and regimes, and spending norms for public property maintenance and repair as follows:

a) The Ministries in charge of business lines shall prescribe or submit to the competent authority to provide economic-technical norms, standards and regimes for public property maintenance and repair for assets under the state management of the Ministries;

b) For public assets that do not have the economic-technical regime, standards, or norms specified at Point a of this Clause, based on the manufacturer's instructions and actual use of the assets, the Ministers, Heads of central agencies, or provincial-level People's Committees shall prescribe or delegate the authority to prescribe the regime, standards, economic-technical norms for maintenance and repair or spending norms for maintenance and repair applicable to public assets at agencies under their management;

c) For public assets that do not have a regime, standards, economic-technical norms for maintenance and repair, or spending norms for maintenance and repair prescribed at Points a and b of this Clause, the heads of the state agencies assigned to manage and use public assets or the heads of the agencies or units assigned to manage and operate public assets shall specifically decide on the maintenance and repair of assets and spending norms for maintenance and repair of public assets assigned to manage, use, or manage and operate.”.

3. To add Clause 2a after Clause 2, and amend and supplement Clause 3 Article 40 as follows:

a) To add Clause 2a after Clause 2 as follows:

“2a. Transfer to localities for management and handling.”;

b) To amend and supplement Clause 3 as follows:

“3. Sale. Sale does not apply to public assets that are land and land-attached assets, except for land and land-attached assets of overseas Vietnamese agencies, and other cases eligible for sale as prescribed by other laws.”.

4. To amend and supplement Clause 4 Article 41 as follows:

“4. Recovered public assets shall be handled in the following forms:

a) Handed over to agencies, organizations and units for management and use under Article 29 of this Law;

b) Transferred under Article 42 of this Law;

c) Sold or liquidated under Articles 40, 43 and 45 of this Law;

d) Destroyed under Article 46 of this Law;

dd) Handed over to land fund development organizations for management and exploitation in accordance with the land law;

e) Handed over to organizations with the function of managing and trading in local housing for management and exploitation according to the Government's provisions;

g) Other forms of handling according to the decision of the Prime Minister.”.

5. To add Article 42a after Article 42 as follows:

“Article 42a. Transfer of public assets to localities for management and handling

1. The transfer of public assets to local management and handling is applied to public property being working headquarters and other assets currently at that working headquarters that the state agency assigned to manage and use the assets no longer needs to use.

2. The transfer and management, handling of public assets transferred to localities shall comply with the Government's regulations.”.

6. To amend and supplement Point a Clause 2 Article 45 as follows:

“a) Demolition and disposal. Materials and supplies recovered from demolition and disposal that are still usable shall be transferred, sold or continued to be used if needed;”.

7. To amend and supplement Clause 2 Article 56 as follows:

“2. The competence to approve the project of using public assets for business purposes is stipulated as follows:

a) The Ministers, Heads of central agencies shall decide or delegate authorities to decide on approving the projects using public assets at public non-business units under the management of the Ministries, central agencies to the heads of agencies, units under the Ministries, central agencies or the heads of the public non-business units;

b) The provincial-level People's Councils shall decide or delegate authorities to decide on approving the projects using public assets at public non-business units within the local management to the district- or commune-level People’s Councils, People's Committees at all levels, heads of specialized agencies under the provincial-level People’s Committees, or the heads.”.

8. To amend and supplement Clause 2 Article 57 as follows:

“2. Competence to approve projects using public assets for lease shall comply with Clause 2 Article 56 of this Law.”.

9. To amend and supplement Clause 2 Article 58 as follows:

“2. Competence to approve projects using public assets for joint venture or association shall comply with Clause 2 Article 56 of this Law.”.

10. To amend and supplement Article 61 as follows:

“Article 61. Depreciation of fixed assets of public non-business units

1. Fixed assets of public non-business units shall be depreciated, except for the cases specified in Clause 2 of this Article.

2. Depreciation of fixed assets of public non-business units shall be carried out in the following cases:

a) Fixed assets of public non-business units self-insure regular and investment expenses, except in cases where the price of public non-business services as prescribed by law does not include depreciation costs;

b) Fixed assets of public non-business units subject to the structure of fixed asset depreciation costs into service prices as prescribed by law;

c) Fixed assets of public non-business units not falling within the scope of provisions in Point a and Point b of this Clause that are used for business activities, leasing, joint ventures, and associations as prescribed by law.

3. Fixed asset depreciation costs must be allocated to each non-business activity, business activity, leasing, joint venture, association to be accounted for in the costs of each corresponding activity and the cost of products and services

4. The amount of fixed asset depreciation shall be used to repay loans, mobilized capital for investment, and purchase of fixed assets (if any). The remaining amount shall be transferred to the fund for development of non-business activities; in case the unit does not have a fund for development of non-business activities, it shall be managed and used according to the financial mechanism applicable to that unit.”.

11. To amend and supplement a number of points and clauses of Article 65 as follows:

a) To amend and supplement Point d, Clause 2 as follows:

“d) It is not allowed to use special assets and specialized assets for business purposes, leasing, joint ventures, associations and other forms of business, except for the case of using national defense and security land in combination with production and labor activities, economic construction, and using dual-use works according to the provisions of the land law, the law on management and protection of national defense works and military zones;”;

b) To amend and supplement Clause 3 as follows:

“3. The contents on the formation, management, use and handling of special assets and specialized assets at the people's armed forces units not specified in Clause 2 of this Article shall apply the relevant provisions in Section 3 of this Chapter; for public non-business units under the people's armed forces, the relevant provisions in Section 4 of this Chapter shall apply. The use of national defense and security land in combination with labor production and economic construction activities shall be carried out in accordance with the land law; the formation, management and use of dual-use works must comply with the law on management and protection of national defense works and military zones.”.

12. To amend and supplement Clause 1 Article 66 as follows:

“1. The formation, management, use and handling of assets serving management work at people's armed forces units shall be carried out in accordance with Section 3 of this Chapter; the formation, management, use and handling of assets serving management work at public non-business units under the people's armed forces shall be carried out under Section 4 of this Chapter. The use of national defense and security land in combination with labor production and economic construction activities shall be carried out in accordance with the land law; the formation, management and use of dual-use works must comply with the law on management and protection of national defense works and military zones.”.

13. To amend and supplement Clause 3 Article 78 as follows:

“3. Infrastructure assets that are fixed assets depreciated as prescribed by law.”.

14. To amend and supplement Clauses 2 and 3 Article 80 as follows:

“2. Based on the requirements of socio-economic development, management requirements, exploitation capacity, characteristics of each type of infrastructure asset and the method prescribed in Clause 1 of this Article, the entity assigned to manage infrastructure assets shall prepare a Project for exploitation of infrastructure assets to submit to the competent agency or person for approval. For infrastructure assets serving public purposes without generating revenue from asset exploitation and other cases as prescribed by the Government, it is not necessary to prepare a Project for exploitation of infrastructure assets.

3. The organization of exploitation of infrastructure assets shall be implemented in accordance with Articles 81, 82, 83 and 84 of this Law.”.

15. To amend and supplement Point b Clause 1 Article 81 as follows:

“b) Other cases as prescribed by the Government.”.

16. To add Clause 2a after Clause 2 Article 87 as follows:

“2a. Transfer to localities for management and handling.”.

17. To add Article 89a after Article 89 as follows:

“Article 89a. Transfer of infrastructure assets to localities for management and handling

 1. The transfer of infrastructure assets to to localities for management and handling shall be applied to assets that the entity assigned to manage the infrastructure assets no longer needs to use.

2. The transfer, management and handling of assets after transferring to locality shall be carried out in accordance with the Government regulations.”.

18. To amend and supplement a number of clauses of Article 109 as follows:

a) To amend and supplement Clause 4 as follows:

“4. Remittance into the state budget for:

a) Vietnamese dong;

b) Foreign currency.”;

b) To amend and supplement Clause 6 as follows:

“6. Carry out the sale of assets not regulated by Clause 1, Point a Clause 4 and Clause 5 of this Article, assets specified in Clause 2 and Clause 3 of this Article but not subject to the form of delivery, transfer or other handling forms.

The sale of assets with established public ownership rights shall be carried out in accordance with the law on asset auctions; the following assets shall be subject to the form of direct sale:

a) Goods and items that are easily damaged;

b) Assets of small value as prescribed by the Government;

c) Foreign currency, unless otherwise provided by the law on foreign exchange.”;

c) To add Clause 7 after Clause 6 as follows:

“7. Other handling forms prescribed by law.”.

19. To amend and supplement Article 110 as follows:

“Article 110. Order and procedures for handling assets with established public ownership

1. The procedures for handling assets with established public ownership are prescribed as follows:

a) Establishing a plan for handling assets;

b) Approving the plan for handling assets;

c) Organizing the implementation of the plan for handling assets.

2. The Government shall detail this Article.”.

20. To add Clauses 4 and 5 after Clause 3 Article 113 as follows:

“4. In case the land and land-attached assets are public assets subject to land recovery in accordance with the Land Law, the recovery and handling of land and land-attached assets after recovery shall be carried out in accordance with the land law.

5. For land and land-attached assets after transfer or assignment in accordance with the law on management and use of public property, land changes shall be registered in accordance with the land law.”.

21. To add Clause 3 after Clause 2 Article 120 as follows:

“3. Other contents on management, use and exploitation of financial resources from resources shall comply with the law on resources and relevant laws.”.

22. To add and annul phrases in a number of points and clauses as follows:

a) To add the phrase “Vietnam Fatherland Front,” to before the phrase “socio-political organizations” at Clause 5 Article 2, Clause 3 Article 3, Clause 1 Article 4, Clause 5 Article 21, Clause 3 Article 34, Clause 2 Article 42 and Article 68;

b) To add the phrase “, directly manage and handle as for some types of public assets” after the phrase “state management of public assets” in Clause 4 Article 19;

c) To add the phrase “are not required to re-arrange houses and land in accordance with the law on management and use of public property.” after the phrase “relevant laws.” in Clause 1 Article 98 and Clause 2 Article 99;

d) To annul the phrase “asset depreciation fund” at Point b Clause 1 Article 50.

Article 6. Amending and supplementing a number of articles of the Law on Tax Administration

1. To amend and supplement Clause 2 Article 5 as follows:

“2. Tax administration agencies and other state agencies assigned to manage revenues shall perform tax administration in accordance with this Law and other relevant laws, ensuring publicity, transparency and equality and guaranteeing lawful rights and interests of taxpayers.

Tax administration offices shall process tax dossiers within the scope of the dossiers, documents and information provided by taxpayers, tax administration agencies’ database, information relating to taxpayers provided by competent state agencies, results of applying risk management in tax administration, ensuring compliance with tasks, responsibilities, the law on tax administration and relevant tax-related laws.”.

2. To amend and supplement Clause 1 Article 11 as follows:

“1. Tax administration activities shall be modernized in terms of management methods, administrative procedures, organizational apparatus, contingent of civil servants and public employees, and application of information technology and modern techniques on the basis of accurate information and data on taxpayers and results of inspection, supervision and analysis of data in order to control all taxable objects and tax bases; ensure fast and accurate projection of state budget revenues; detect and timely handle problems and violations of the tax laws; and raise the effect and efficiency of tax administration activities; use the databased on e-invoices and e-documents to organize management measures for the fulfillment of tax obligations.

The State shall ensure financial resources to implement this Clause, in which priority shall be given to allocating medium-term and annual state budgets to implement modernization contents, including information technology systems, digital transformation, e-invoices, e-documents, physical foundations and equipment for inspection, supervision, customs control, classification analysis, building digital customs, smart customs and specialized tasks serving tax administration.”.

3. To amend and supplement Clause 8 Article 16 as follows:

“8. To receive compensations in accordance with law for damage caused by tax administration agencies or tax administration officers in accordance with the law on the compensation liability of the State.”.

4. To amend and supplement Clause 2 Article 17 as follows:

“2. To make accurate, truthful and complete tax declaration and submit tax dossiers on time; to take responsibility before law for the accuracy, truthfulness and completeness of tax dossiers and documents provided to the tax offices during the processing of tax dossiers in accordance with the tax law.”.

5. To amend and supplement a number of clauses of Article 42 as follows:

a) To amend and supplement Clause 4 as follows:

“4. For e-commerce business and digital platform-based business activities and other services provided by overseas suppliers, overseas suppliers shall directly make or authorize tax registration, declaration and payment in Vietnam under the Minister of Finance’s regulations.”;

b) To add Clause 4a after Clause 4 as follows:

“4a. For households and individuals conducting business activities on e-commerce and digital platforms, organizations managing e-commerce trading floors and digital platforms with payment functions (including domestic and foreign organizations) and other organizations involved in digital economic activities according to Government regulations shall withhold, pay taxes on behalf of, and declare the withheld tax amount for business households and business individuals. In case where a household or individual conducting business activities on e-commerce or digital platform is ineligible for tax withholding or tax payment on behalf of others, it/he/she shall directly make tax registration, declaration and payment.

The Government shall detail the scope of responsibility and and methods for organizations managing e-commerce trading floors, managing digital platforms, and organizations with other digital economic activities to withhold, pay taxes on behalf of, and declare withheld taxes for business transactions on e-commerce platforms and digital platforms of households and individuals; on dossiers and procedures for tax declaration, payment, and refund of households and individuals conducting business activities on e-commerce platforms and digital platforms.”.

6. To amend, supplement and annul a number of clauses of Article 47 as follows:

a) To amend and supplement Clause 1 as follows:

“1. If taxpayers detect errors in the tax declaration dossiers already submitted to tax offices, they may make additional declarations in their tax declaration dossiers within 10 years after the submission deadline of the tax period seeing errors in the following cases:

a) Before tax offices or competent agencies announce tax examination or tax inspection decisions;

b) Such dossiers are not within the scope and period of tax inspection and examination stated in the tax inspection and examination decision.

For contents subject to the scope of examination and inspection, the taxpayers may submit a dossier of explanation under the tax law, the law on inspection, and the cases of implementation under conclusions and decisions of specialized competent agencies involved in the determination of the taxpayers’ tax obligations.”;

b) To annul Clause 2 and Clause 3.

7. To amend and supplement Point b Clause 2 Article 59 as follows:

“b) Late-payment interests shall be calculated consecutively for the period from the day following the last day of the deadline for tax payment or tax payment extension, or the deadline stated in the notice or decision on tax assessment, or handling decision of the tax administration agency to the date preceding the day when the tax arrears, to-be-retrieved refunded tax amount, increased tax amount, assessed tax amount or late-remitted tax amount are/is paid or remitted into the state budget.”.

8. To amend and supplement Clause 2 Article 61 as follows:

“2. In case the paid tax amount, late-payment interest or fine is larger than the tax amount, late-payment interest or fine determined under competent agencies’ complaint settlement decisions or court judgments or rulings, taxpayers will be refunded the overpaid tax amounts, late-payment interest or fine.”.

9. To amend and supplement Clause 1 Article 66 as follows:

“1. Business individuals, heads of business households or individuals being representatives of enterprises, cooperatives, and cooperative unions who are subject to enforcement of tax administration-related administrative decisions, Vietnamese who leave the country for permanent residence abroad, overseas Vietnamese and foreigners shall fulfill their tax payment obligations before leaving Vietnam; those who fail to fulfill the tax payment obligation for the tax arrears and debt period according to the threshold prescribed by the Government, shall be suspended from exit in accordance with the law on entry and exit. Tax administration agencies shall notify in advance to the taxpayers of the application of the measure of suspension from exit.”.

10. To amend and supplement Point a Clause 1 Article 72 as follows:

“a) Taxpayer-managing tax offices shall receive tax refund dossiers from taxpayers eligible for tax refund in accordance with the tax laws; apply risk management, promulgate internal regulations, apply information technology to classify tax refund dossiers subject to tax refund in advance, or inspection before tax refund, and settle tax refund dossiers as prescribed. Revenue-managing tax offices shall receive dossiers of request for refund of overpaid amounts; for cases of request for refund of overpaid amounts under enterprise income tax finalization or personal income tax finalization, the tax offices that have received taxpayers’ enterprise income tax or personal income tax finalization dossiers shall receive dossiers of request for refund of overpaid amounts;”.

11. To amend and supplement Clause 1 Article 76 as follows:

“1. The General Director of Taxation, directors of Tax Departments, directors of Tax Branches or directors of Regional Tax Branches shall decide on tax refund for cases of tax refund under the tax laws.”.

12. To amend and supplement a number of points of Clause 3 Article 125 as follows:

a) To amend and supplement Points b and c as follows:

“b) In case it is impossible to apply the first of the measures specified at Points d, dd, e and g Clause 1 of this Article, tax administration offices shall apply another measure specified next to it; enforcement measures specified at Points dd and e Clause 1 of this Article shall apply when tax administration agencies have sufficient information and meet full conditions to do so;

c) In case decisions to apply enforcement measures remain valid and tax administrative agencies have sufficient information and conditions to take other enforcement measures specified in Clause 1 of this Article, they shall concurrently apply such enforcement measures;”;

b) To add Point d after Point c as follows:

“d) In case there are grounds to determine that the taxpayer with tax debt has committed acts of dispersing assets or absconding, the competent person shall choose to apply appropriate enforcement measures to ensure timely collection of tax debt into the state budget.”.

13. To annul Clause 3 Article 75 and Clause 7 Article 124.

Article 7. Amending and supplementing a number of articles of the Law on the National Reserve

1. To amend and supplement Article 3 as follows:

“Article 3. Objectives of the national reserve

The State forms and uses the national reserve to proactively meet unexpected and urgent requirements in the prevention, combat and remedy of consequences of natural disasters, catastrophes, fires and epidemics and to serve national defense and security; foreign affair activities of the Party and the State.”.

2. To add Point d after Point c Clause 2 Article 13 as follows:

“d) Decision on central budget-financed purchases to make up for the national reserve commodities delivered in the year from the central budget reserve in accordance with the law on the state budget.”.

3. To amend and supplement Clauses 1 and 2 Article 35 as follows:

a) To add Point dd after Point d Clause 1 as follows:

“dd) Foreign affair activities of the Party and the State.”;

b) To add Point d after Point c Clause 2 as follows:

 “d) For cases of delivery of national reserve commodities to serve foreign affair activities of the Party and the State, the Ministry of Foreign Affairs, the Ministry of Public Security, the Ministry of National Defence or ministries and sectors shall coordinate with the Ministry of Foreign Affairs to send a written request to the Ministry of Finance for appraisal and submission to the Prime Minister for decision.”.

4. To annul Point b Clause 2 Article 12 and Point d Clause 1 Article 13.

Article 8. Amending and supplementing a number of articles of the Law on Personal Income Tax

1. To amend the title of article, and add Point a1 after Point a Clause 1 Article 24 as follows:

a) To amend title of article as follows:

“Article 24. Responsibilities of income-paying organizations and individuals, organizations managing e-commerce trading floors and digital platforms with payment functions, other organizations involved in digital economic activities, and responsibilities of resident taxpayers”;

b) To add Point a1 after Point a Clause 1 as follows:

“a1) Organizations managing e-commerce trading floors and digital platforms with payment functions, other organizations involved in digital economic activities as prescribed by the Government shall withhold, pay tax on behalf of, and declare the withheld tax amount for transactions conducted on e-commerce trading floors and digital platforms of households and individuals;”.

2. To amend and supplement Article 33 as follows:

“Article 33. Responsibilities of income-paying organizations and individuals, organizations managing e-commerce trading floors and digital platforms with payment functions, other organizations involved in digital economic activities, and responsibilities of non-resident taxpayers

1. Income-paying organizations and individuals shall withhold and remit tax into the state budget upon each time of payment of taxable incomes to taxpayers.

2. Organizations managing e-commerce trading floors and digital platforms with payment functions, other organizations involved in digital economic activities as prescribed by the Government shall withhold, pay tax on behalf of, and declare the withheld tax amount for transactions conducted on e-commerce trading floors and digital platforms of households and individuals.

3. Non-resident taxpayers shall make tax declaration and payment of taxable income in accordance with the law on tax administration.”.

Article 9. Amending and supplementing a number of articles of Law on Handling of Administrative Violations

1. To amend and supplement Point a Clause 1 Article 6 as follows:

“Administrative violations relating to tax, independent audit, the statute of limitations for administrative violation penalties shall comply with the law on tax administration, law on independent audit;”.

2. To amend and supplement a number of points and clauses of Article 24 as follows:

a) To annul the phrase “independent audit;” at Point c Clause 1;

b) To add the phrase “;independent audit” after the phrase “competitive” in Clause 3.

Article 10. Effect

1. This Law takes effect on January 1, 2025, except the cases specified in Clauses 2, 3, 4 and 5 of this Article.

2. Provisions on professional securities investors participating in purchasing, trading and transferring privately-placed cooperate bonds, which are amended and supplemented under Point b Clause 3 and Clause 9 Article 1 of this Law; provisions on equity specified at Point a Clause 11 Article 1 of this Law, take effect from January 1, 2026.

3. Provisions specified at Point b Clause 3 and Point a Clause 4 Article 3 of this Law take effect from January 1, 2026.

4. Provisions of Article 4 of this Law take effect from the state budget of 2025.

5. Provisions specified at Point b Clause 5 Article 6 of this Law take effect from April 1, 2025.

Article 11. Transitional provisions

1. Transitional provisions of those amending and supplementing the Law on Securities shall be implemented as follows:

a) Privately-placed corporate bonds offered for sale before January 1, 2026, with outstanding debts, shall continue to comply with the Law on Securities No. 54/2019/QH14 and Law on Enterprises No. 59/2020/QH14, amended and supplemented under Law No. 03/2022/QH15, until the issuing companies fully pay principals and interests of bonds;

b) For private placement of corporate bonds of which the information to be disclosed has been sent before the placement to the Stock Exchange before January 1, 2026, without completion of distributing bonds, such bonds shall continue to be distributed under the Law on Securities No. 54/2019/QH14 and Law on Enterprises No. 59/2020/QH14, amended and supplemented under Law No. 03/2022/QH15; after completion of the corporate bond distribution, this Law shall prevail;

c) In case where the valid and complete dossiers of registration for public offering of securities, and dossiers of public company registration have been submitted to the State Securities Commission of Vietnam before the effective date of this Law, the Law on Securities No. 54/2019/QH14 shall continue to be complied with;

d) Public companies with stocks already listed or registered for trading before January 1, 2021, which meet the conditions specified in the Law on Securities No. 70/2006/QH11, amended and supplemented under Law No. 62/2010/QH12, but until January 1, 2026, fail to meet the conditions specified at Point a Clause 11 Article 1 of this Law, shall have their public company status canceled under Clause 15 Article 1 of this Law, except for the cases where the Shareholders’ General Meeting decides on canceling the public company status before January 1, 2026.

2. Transitional provisions of those amending and supplementing the Law on Management and Use of Public Property shall be implemented as follows:

a) For public assets being land and land-attached assets at agencies, organizations and units that have been decided to be sold by competent agencies and persons according to regulations before the effective date of this Law, and have the starting price and selling price decided and designated by competent agencies and persons, the sale shall continue to be carried out as prescribed by law before the effective date of this Law, except for transitional cases as prescribed at Point b of this Clause;

b) For houses and land of enterprises that have had their rearrangement plans approved by competent agencies and persons and have been decided to be handled in the form of recovery, sale of assets on land, transfer of land use rights, transfer to local management and handling before January 1, 2025, but have not yet completed the implementation, they shall continue to be implemented in accordance with the Law on Management and Use of Public Property No. 15/2017/QH14, which has a number of articles amended and supplemented under Law No. 64/2020/QH14, Law No. 07/2022/QH15, Law No. 24/2023/QH15, Law No. 31/2024/QH15 and Law No. 43/2024/QH15.

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This Law was passed on November 29, 2024, by the XV^th National Assembly of the Socialist Republic of Vietnam at its 8^th session.