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THE NATIONAL ASSEMBLY
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Law No. 03/2022/QH15
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THE SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
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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 the Law on Enforcement of Civil Judgments
Pursuant to the Constitution of the Socialist Republic of Vietnam;
The National Assembly hereby promulgates the Law Amending and Supplementing a Number of Articles of the Law on Public Investment No. 39/2019/QH14 which was amended and supplemented under the Law No. 64/2020/QH14 and Law No. 72/2020/QH14; Law on Investment in the Form of Public-Private Partnership No. 64/2020/QH14; Law on Investment No. 61/2020/QH14 which was amended and supplemented under the Law No. 72/2020/QH14; Housing Law No. 65/2014/QH13 which was amended and supplemented under the 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 was amended and supplemented under the 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 was amended and supplemented under the Law No. 24/2012/QH13 and Law No. 28/2018/QH14; Law on Enterprises No. 59/2020/QH14; Law on Excise Tax No. 27/2008/QH12 which was amended and supplemented under the Law No. 70/2014/QH13, Law No. 71/2014/QH13 and Law No. 106/2016/QH13; Law on Enforcement of Civil Judgments No. 26/2008/QH12 which was amended and supplemented under the Law No. 64/2014/QH13, Law No. 23/2018/QH14 and Law No. 67/2020/QH14.
Article 1. Amending and supplementing 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) Group-A investment programs and projects financed by ODA loans and concessional loans of foreign donors, excluding national target programs and public investment programs prescribed in Clauses 1 and 2 of this Article;
c) Investment programs and projects funded by non-refundable ODA in the following cases: Group-A programs and projects; programs and projects accompanied with a policy framework; programs and projects in the fields of national defense, security and religions; sector-approached programs; procurement of commodities requiring the Prime Minister’s permission; and Vietnam’s participation in regional programs and projects;”;
b) To annul Point d Clause 4;
b) To add Clause 5a after Clause 5 as follows:
“5a. Ministers and heads of central bodies shall decide on investment policy on group-B and group-C investment programs and projects financed by ODA and concessional loans of foreign donors, decide on approving technical assistance projects funded by ODA and concessional loans of foreign donors to prepare investment projects under their management, except projects specified in Clause 4 of this Article.
Provincial-level People’s Councils shall decide on investment policy on group-B and group-C investment programs and projects financed by ODA and concessional loans of foreign donors, decide on approving technical assistance projects funded by ODA and concessional loans of foreign donors to prepare investment projects under their management, except projects specified in Clause 4 of this Article.
The Government shall provide the order and procedures for deciding investment policy on investment projects, decide on approving technical assistance projects as prescribed in this Clause.”.
2. To amend and supplement Clause 8 Article 25 as follows:
“8. For other programs or projects under the investment policy decision-making competence of the Prime Minister prescribed at Points b and c Clause 4 Article 17 of this Law, the order and procedures for deciding on investment policy are prescribed as follows:
a) The 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 capability 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 investment policies for projects in accordance with Clause 5a Article 17 of this Law and investment in projects in accordance with Clause 2 Article 35 of this Law.”.
4. To amend and supplement Clause 1 Article 83 as follows:
“1. To decide investment policies for programs and projects prescribed in Clauses 5a, 6 and 7 Article 17 of this Law.”.
Article 2. Amending and supplementing 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) Projects with the total investment amount equal to that of group-A projects as prescribed by the law on public investment, using one or several of the following funding sources: central budget funds managed by ministries or central bodies; ODA loans and concessional loans of foreign donors;”.
Article 3. Amending and supplementing a number of articles of the Law on Investment
1. To amend and supplement Point g, and add Point g1 after 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 in accordance with the law on cultural heritage, which are implemented in the protection zone I of national relics or special national relics recognized by competent authorities; or in protection zone II of special national relics on the List of World Heritages as recognized by competent authorities, regardless of their land areas and population;”
2. To amend and supplement Point b, and add Point b1 after 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, or accommodating under 50,000 people;
b1) Investment projects in accordance with the law on cultural heritage, which are implemented in the protection zone II of national relics or special national relics recognized by competent authorities (excluding special national relics on the List of World Heritage), regardless of their land areas and population; or investment projects which are implemented in areas restricted from development or historic inner-city areas (determined in urban plans) of special-grade urban centers, regardless of their land areas and population;”.
3. To add Point g after Point e Clause 3 Article 33 as follows:
“g) Assessment on the investment project’s conformity with requirements for protection and promotion of cultural heritage value and other conditions as prescribed by the law on cultural heritage.”.
4. To annul Point c Clause 1 Article 75.
5. To add sectors and trades of the serial number 132a after those of the serial number 132 in Appendix IV - List of sectors and trades subject to conditional business investment as follows:
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No.
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SECTORS AND TRADES
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132a
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Trading in cybersecurity products and services (excluding trading in cyberinformation security products and services and civil cryptography products and services)
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Article 4. Amending and supplementing Clause 1 Article 23 of the Housing Law
To amend and supplement Clause 1 Article 23 as follows:
“1. Use of land areas under lawful use rights in one of the cases specified at Point a, Point b of this Clause for implementation of commercial housing investment projects in accordance with master plans and plans on using land approved by the competent State agency according to the land law, except for the cases of land recovery by the State for national defense or security purposes, land recovery for socio-economic development for the national or public interest and other cases of land recovery as prescribed by law:
a) Use of residential land under land use rights;
b) Use of residential land and non-residential land that satisfies conditions for change of land use purpose for implementation of investment projects.
After obtaining the competent agency's approval of investment policy and investors in accordance with the law on investment, the investor shall carry out the change of land use purpose for projects requiring change of the use purpose and perform related financial obligations according to the land law.”.
Article 5. Amending and supplementing a number of articles of the Bidding Law
1. To add Article 33a after Article 33 as follows:
“Article 33a. Activities to be executed first for projects funded by ODA or concessional loans
1. The formulation, submission for approval, appraisal and approval of a contractor selection plan, bidding dossiers, dossiers of requirements, determination of a short list for the procurement of projects funded by ODA or concessional loans shall be executed before signing the treaties, international agreements on ODA and 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 on projects funded by ODA or concessional loans, except for the cases specified in Article 33a of this Law;”.
Article 6. Amending and supplementing a number of articles of the Electricity Law
1. To amend and supplement Clause 2, and add Clause 2a after Clause 2 Article 4 as follows:
“2. To build up and develop the electricity market on the principle of publicity, equality, fair competition with the State's regulation to raise efficiency in electricity activities; to ensure the legitimate rights and interests of electricity units and electricity-using customers; to attract all economic sectors to invest in the construction of electricity transmission grids on the basis of ensuring national defense and security according to the electricity development master plans, or participate in activities of electricity generation, electricity distribution, electricity wholesaling, electricity retailing and specialized electricity consultancy.
Non-State economic sectors may operate electricity transmission grids invested or built by themselves.
2a. The State holds monopoly in the following activities:
a) National electric system regulation;
b) Construction and operation of big power plants of particularly important socio-economic, defense or security significance;
c) Operation of electricity transmission grids, except those invested and built by non-State economic sectors.
2. To add a number of points to Clause 1 and Clause 2 Article 40 as follows:
a) To add Point d1 after Point d Clause 1 as follows:
“d1) To connect to the electricity transmission grids invested and built by economic sectors when satisfying technical standards and conditions;”;
b) To add Point h1 after Point h Clause 2 as follows:
“h1) To ensure the rights to connect to their invested electricity transmission grids for organizations and individuals conducting electricity activities. In case of refusal, the Ministry of Industry and Trade's regulations shall be complied with.
Article 7. Amending and supplementing a number of articles of the Law on Enterprises
1. To amend and supplement the title and the first paragraph of Clause 1 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 of Clause 2 as follows:
“e) Full names and opinions of attending members that disapprove the meeting minutes (if any);”
b) To amend and supplement Clause 3 as follows:
“3. In case the chairperson and minutes recorder of a meeting refuse to sign the meeting minutes, such minutes may become valid if it is signed by all other attending members of the Members’ Council who approve the meeting minutes, and fully contain the information specified at Points a, b, c, d, dd and e Clause 2 of this Article. Such a meeting minutes must clearly state that the meeting chairperson and minutes recorder refuse 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 such minutes. The minutes recorder and chairperson of the meeting must be liable for the damages to the enterprise due to their 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) Full and summarized biannual financial statements, 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. A resolution on the following contents shall be adopted when it is approved by shareholders representing 65% or more of total votes of all attending and voting shareholders, except the cases specified in Clauses 3, 4 and 6 of this Article; the specific percentage shall be specified in the company charter:
a) Types of shares and total number of shares of each type;
b) Change in business sectors, trades and fields;
c) Change in organizational and management structure of the company;
d) Investment projects or sale of assets valued at 35% or more of the total value of assets recorded 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 provided by the company charter.
2. Other resolutions shall be adopted when they are approved by shareholders representing more than 50% of total votes of all attending and voting shareholders, except the cases specified in Clauses 1, 3, 4 and 6 of this Article; the specific percentage shall be specified in the company charter.”.
6. To amend and supplement Clause 2 Article 158 as follows:
“2. In case the chairperson and minutes recorder of a meeting refuse to sign the meeting minutes, such minutes may become valid if it is signed by all other attending members of the Board of Directors who approve the meeting minutes, and fully contain the information specified at Points a, b, c, d, dd and e Clause 1 of this Article. Such a meeting minutes must clearly state that the meeting chairperson and minutes recorder refuse 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 such minutes. The minutes recorder and chairperson of the meeting must be liable for the damages to the enterprise due to their 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 prescribe in detail the management organization and operation of state enterprises and limited liability companies in which the state enterprise (specified in Clause 2 Article 88 of this Law) holds 100% of charter capital, directly serving national defense or security or engaged in both economic activities and national defense or security activities.”.
Article 8. Amending and supplementing 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:
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No.
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Goods or services
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Tax rate
(%)
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a) Electrically-operated cars
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(1) Battery electric cars
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- Passenger cars of 9 seats or fewer
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+ From March 01, 2022 to the end of February 28, 2027
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3
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+ From March 01, 2027
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11
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- Passenger cars of between 10 seats and under 16 seats
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+ From March 01, 2022 to the end of February 28, 2027
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2
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+ From March 01, 2027
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7
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- Passenger cars of between 16 seats and under 24 seats
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+ From March 01, 2022 to the end of February 28, 2027
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1
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+ From March 01, 2027
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4
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Cars for both passenger and cargo transportation
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+ From March 01, 2022 to the end of February 28, 2027
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2
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+ From March 01, 2027
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7
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(2) Other electrically-operated cars
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- Passenger cars of 9 seats or fewer
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15
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- Passenger cars of between 10 seats and under 16 seats
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10
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- Passenger cars of between 16 seats and under 24 seats
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5
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Cars for both passenger and cargo transportation
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10
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Article 9. Amending and supplementing a number of articles of the Law on Enforcement of Civil Judgments
1. To amend and supplement Article 55 as follows:
“Article 55. Entrustment of judgment enforcement and assets handling
1. The civil judgment enforcement agency must entrust the judgment enforcement in the following cases:
a) Entrusting the judgment enforcement to civil judgment enforcement agencies in localities where judgment debtors have their assets, work, reside or are based after completing the handling of assets temporarily held, seized or distrained in localities related to entrusted sums of money, except for the cases specified at Point b of this Clause.
In case of performance of asset-related obligations, the performance shall be entrusted to civil judgment enforcement agencies in localities where judgment debtors have their assets. If localities, where assets exist, cannot be identified, the performance shall be entrusted to civil judgment enforcement agencies in localities where judgment debtors work, reside or are based.
In case of performance of joint obligations, if judgment debtors work, reside, are based or have assets in different localities, the whole judgment enforcement obligation shall be entrusted to the civil judgment enforcement agency in a locality where these judgment debtors have judgment execution conditions.
b) Entrusting the judgment enforcement of specific payables with security assets under enforced judgments or rulings of the civil judgment enforcement agency where assets exit.
2. The civil judgment enforcement agency shall handle assets placed in its locality, and concurrently entrust the handling of assets to the civil judgment enforcement agency where assets distrained, blocked or handled according to judgments or rulings for judgment enforcement assurance exit, in case assets are placed in different localities.”.
2. To amend and supplement Article 56 as follows:
“Article 56. Competence to entrust judgment enforcement and assets handling
1. Provincial-level civil judgment enforcement agencies shall entrust the enforcement and assets handling as follows:
a) Entrusting to provincial-level civil judgment enforcement agencies in other localities the enforcement of cases on reemployment of laborers or payment of compensations for damage whereby judgment debtors are provincial-level or central state agencies; judgments and rulings involving foreign elements or related to intellectual property rights; awards of commercial arbitrations; or decisions on handling of competition cases of the Chairperson of the National Competition Committee or Council for handling of the competition restraint-related case, decisions on handling of complaints about competition case-handling decisions of the Chairperson of the National Competition Committee or Council for settlement of complaints about the competition case-handling decision;
b) Entrusting to military zone-level judgment enforcement agencies the enforcement of cases under which involved parties or assets are related to the army in their localities;
c) Entrusting to district-level civil judgment enforcement agencies the enforcement of 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 and assets handling of cases falling under their judgment enforcement competence to provincial-level civil judgment enforcement agencies in other localities, military zone-level judgment enforcement agencies or other district-level judgment enforcement agencies.
3. Military zone-level judgment enforcement agencies may entrust judgment enforcement and assets handling of cases falling under their judgment enforcement competence to other military zone-level judgment enforcement agencies, provincial-level or district-level civil judgment enforcement agencies.”.
3. To amend and supplement Article 57 as follows:
“Article 57. Procedures for entrustment of judgment enforcement and assets handling
1. Procedures for entrustment of judgment enforcement are prescribed as follows:
a) Within 5 working days, after the date of determining the grounds for entrustment, heads of civil judgment enforcement agencies shall issue a decision on entrustment. When it is necessary to apply provisional urgent measures, the entrustment shall be made within 24 hours, after grounds for entrustment are obtained. In case the judgment execution decision has been issued but it is necessary to entrust the enforcement, a decision to revoke part or the whole of judgment enforcement decision must be issued.
A judgment enforcement entrustment dossier comprises a judgment enforcement entrustment decision; judgments and rulings or their copies in case of entrusting many agencies in different localities or entrusting according to Point b Clause 1 Article 55 of this Law; copies of the records of distraint, or seizure of assets and relevant documents, if any;
b) Within 5 working days, after receiving the entrustment decision, the head of entrusted civil judgment enforcement agency shall issue a judgment execution decision and notify in writing to the entrusting civil judgment enforcement agency. In case of executing the decision on applying provisional urgent measures, a judgment execution decision must be immediately issued.
2. Procedures for entrustment of the handling of assets are prescribed as follows:
a) Head of civil judgment enforcement agency shall issue a decision on entrustment of the handling of assets.
A dossier of entrusting the handling of assets comprises the decision on entrusting the handling of assets; copies of judgments and rulings; judgment execution decision and relevant documents, if any;
b) Within 5 working days, after receiving the entrustment decision, the head of entrusted civil judgment enforcement agency shall issue an asset handling decision, assign enforcers to organize the implementation and notify in writing to the entrusting civil judgment enforcement agency.
Enforcers shall, based on the judgment execution decision, judgment execution results of the entrusting civil judgment enforcement agency and asset handling decision, continue carrying out order and procedures for handling of assets in accordance with this Law;
c) Within 5 working days, after handing over auctioned assets to the purchasers, or persons receiving assets for clearing against sums of money receivable under judgment enforcement, the entrusted civil judgment enforcement agency shall transfer the collected amount to the entrusting civil judgment enforcement agency for payment under Article 47 of this Law, after subtracting judgment enforcement expenses and at the same time, immediately notify in writing to the entrusting civil judgment enforcement agency;
d) The entrusting civil judgment enforcement agency shall take full responsibility for the organization and implementation, except for the handling of assets of the entrusted civil judgment enforcement agency.
In case of determining that the asset valuation or auction result is sufficient to pay the judgment debtor's obligations and related expenses, or there is a decision on postponement or suspension of judgment enforcement, a written notice shall be immediately sent to the entrusted civil judgment enforcement agency to suspend the handling of remaining assets. The continuation of handling entrusted assets shall comply with the entrusting civil judgment enforcement agency's notices.
In case where the judgment enforcement expenses and relevant expenses, or the decision on suspension of judgment enforcement is issued, a written notice shall be immediately sent to the entrusted civil judgment enforcement agency to stop handling the remaining assets, release distrained assets in accordance with this Law. The entrusting civil judgment enforcement agency must pay judgment enforcement expenses arising before the time of terminating the handling of assets to the entrusted civil judgment enforcement agency under Clause 1 and Clause 2 Article 73 of this Law;
dd) The entrusted civil judgment enforcement agency shall take responsibility for implementing provisions related to the handling of entrusted assets; immediately notify in writing the valuation result, auction time and asset handling result to the entrusting civil judgment enforcement agency; suspend or terminate the handling of assets at request of the entrusting civil judgment enforcement agency.
3. The entrusted civil judgment enforcement agency is not allowed to refuse to implement the judgment execution decisions, or asset handling entrustment decisions, except for the case such decisions contain mistakes or errors in terms of contents or competence of the entrusted civil judgment enforcement agency.”.
Article 10. Effect
This Law takes effect from March 01, 2022.
Article 11. Transitional provisions
1. For group-B, group-C public investment projects funded by ODA and concessional loans of foreign donors, for which investment policy has been decided by the Prime Minister before the effective date of this Law, and the cases specified in Clause 2 of this Article, agencies and persons competent to decide on investment policy prescribed in Article 1 of this Law shall be competent to adjust the investment policy.
2. For group-B, group-C public investment projects funded by ODA and concessional loans of foreign donors, for which the formulation and appraisal procedures have been completed and appraisal documents serving the investment policy decision-making or investment policy adjustment have been issued under Articles 25 and 34 of the Law on Public Investment No. 39/2019/QH14 (amended and supplemented under the Law No. 64/2020/QH14 and Law No. 72/2020/QH14) before the effective date of this Law, they shall continue to be submitted to the Prime Minister for consideration and decision in accordance with the Law on Public Investment No. 39/2019/QH14 (amended and supplemented under the Law No. 64/2020/QH14 and Law No. 72/2020/QH14).
3. From the effective date of this Law, for valid dossiers of requesting for approval or adjustment of investment policy of projects to build houses (for sale, lease or lease-purchase), or urban centers with investment policy to be approved by the Prime Minister under Article 31 of the Law on Investment No. 61/2020/QH14 (amended and supplemented under the Law No. 72/2020/QH14), or the provincial-level People’s Committees under Article 3 of this Law that have been received, they shall continue to comply with the Law on Investment No. 61/2020/QH14 (amended and supplemented under the Law No. 72/2020/QH14), if past the time limit to process but the results have not been returned under the Law on Investment No. 61/2020/QH14 (amended and supplemented under the Law No. 72/2020/QH14).
4. For valid dossiers of request for approving investment policy and investors, adjusting investment policy of commercial housing investment projects in case the investors have the right to use residential land and other lands, which have been received by the competent State agency before the effective date of this Law but the processing has not completed, they shall continue to be processed under Article 4 of this Law and relevant laws.
5. From the effective date of this Law, for civil judgment enforcement cases that have not yet been executed or the case where the execution has not yet completed, they shall comply with this Law; decisions or actions of civil judgment enforcement agencies, enforcers implemented under the Law on Enforcement of Civil Judgments No. 26/2008/QH12 (amended and supplemented under the Law No. 64/2014/QH13, Law No. 23/2018/QH14 and Law No. 67/2020/QH14) shall remain valid and continue to be implemented.
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This Law was passed on January 11, 2022, by the XVth National Assembly of the Socialist Republic of Vietnam at its 1st extraordinary session.
CHAIRMAN OF THE NATIONAL ASSEMBLY
Vuong Dinh Hue
Tiếng Anh
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