On June 17, 2020, the 14th National Assembly promulgated the Law on Investment No. 61/2020/QH14. This Law takes effect from January 1st, 2021. Accordingly, the Investment Law 2020 has made more comprehensive and complete changes than the shortcomings of the 2014 Investment Law. One of the outstanding contents is the regulation on abolishing and supplementing some conditional business lines. Specifically as follows:

First, to abolish 16 conditional business lines. The current list of conditional business sectors and trades is subject to the provisions of the Law amending and supplementing Article 6 and Appendix 4 on the List of sectors and trades subject to conditional business investment in the Investment Law 2014, including 243 industries and trades. However, because there are a number of conditional business lines that are deemed unnecessary and obstruct the market entry process of individuals and organizations, the Investment Law 2020 has reduced the number of industries and occupations conditional business to 227 occupations.

Secondly, adding 08 conditional business lines, including: 

• Processing, trading, transporting, advertising, displaying and storing specimens of plants and animals in the Appendixes of the CITES Convention and the list of endangered, precious and rare forest plants, animals and aquatic animals;
• Trading in clean water (domestic water);
• Business architecture services;
• Registry of fishing ships;
• Training and retraining for fishing ship crew members;
• Data center service business;
• Providing electronic identification and authentication services;  Import press release service business.

Thirdly, the Investment Law 2020 also amends a number of regulations on business lines such as: Insurance brokers into “insurance, auxiliary” insurance brokers;  Providing “. Vn” domain name registration and maintenance services into domain name registration and maintenance services;  Business shipping, shipping agency services into shipping business;… and some detailed modification in other industries.

At the 9th session, National Assembly XIV, Enterprise Law 2020 (Law) was approved and will officially take effect on January 1, 2021. The following will be 5 new points specified in the last 4 chapters (Chapter VII, Chapter VIII, Chapter IX, Chapter X) of LAW 2020, specifically the article will go into details as follows:

1. Shorten the period of notice before suspending business from 2021:
   Clause 1, Article 200 of Law 2014 stipulates: Enterprises have the right to suspend their business but must notify in writing the time and duration of suspending or resuming business to the Business Registration Authority at least 15 days before the date suspending or resuming business. This provision applies in case the enterprise resumes its business before the notified time limit.
   However, Clause 1, Article 206 of Law 2020 shortened the period of notice before suspending business. Specifically: “Enterprises must notify in writing to the Business Registration Agencies no later than 03 working days before the date of suspending or resuming business before the notified time”.
   Thus, the period of notice before suspending business is shortened from 15 days to 03 working days at the latest.
2. Provisions on exclusion of the case of dissolution due to revocation of enterprise registration certificate
   Point d, Clause 1, Article 207 of Law 2020 stipulates: “Enterprises are dissolved in case of revocation of their enterprise registration certificates, unless otherwise prescribed by the Law on Tax Administration.”
   This provision ensures consistency with the provisions of the Law on Tax Administration. At Point g, Clause 1 and Clause 2, Article 125 of the Law on Tax Administration 2019 provides:
   “Article 125. Coercive measures to enforce administrative decisions on tax administration
   1. Measures of enforcing administrative decisions on tax administration include:
   …
   g) Revoke the enterprise registration certificates
   2. The measures of enforcing administrative decisions on tax administration specified in Clause 1 of this Article cease to be effective after the tax debt is fully paid into the state budget. “
3. Sole Proprietorship can be converted into Limited Liability Company, Joint Stock Company, Partnership Company
   According to Article 205 of Law 2020, a Sole proprietorship may be converted into a Limited Liability Company, a Joint Stock Company or a Partnership Company under the decision of the owner of the Sole proprietorship if all of the following conditions are satisfied:
   – The converted enterprise must fully meet the conditions prescribed in Clause 1, Article 27 of this Law;
   – Owner of a Sole Proprietorship undertakes in writing to take personal responsibility with all of his assets for all unpaid debts and commit to pay all debts when due;
   – The owner of a Sole Proprietorship has a written agreement with the parties of the unliquidated contract that the converted company will accept and continue to perform those contracts;
   – The owner of a Sole Proprietorship makes a written commitment or has a written agreement with other capital-contributing members on the admission and employment of the existing labor force of a Sole Proprietorship.
   Currently, Law 2014 only regulates cases where a Sole Proprietorship is transformed into a Limited Liability Company.
4. Adding a case of termination of partnership membership
   According to Clause 1, Article 185 of Law 2020, general partners are terminated in the following cases:
   – Voluntarily withdraw capital from the company;
   – Death, disappearance, restriction or loss of civil act capacity, difficulty in cognition and behavior control;
   – Being expelled from the company;
   – Abiding by imprisonment or banned by a court from practicing certain jobs or doing certain jobs according to the provisions of law;
   – Other cases prescribed by the company’s charter.
   Compared with Law 2014, more cases of “having difficulty in cognition, behavior control” and ” Abiding by imprisonment or banned by a court from practicing certain jobs or doing certain jobs according to the provisions of law”.
5. Supplementing the provision “exercising the rights of owners of a Sole Proprietorship in some special cases”
   Compared with the current regulations, Article 193 of Law 2020, supplementing the provisions of “exercising the rights of owners of a Sole Proprietorship in some special cases” is as follows:
   – If the owner of a Sole Proprietorship is detained, serving a prison sentence, or executing an administrative handling measure at a compulsory detoxification establishment or a compulsory education establishment, he / she may authorize another person to do his/her rights and obligations.
   – In case the owner of a Sole Proprietorship dies, the heir or one of the heirs according to the will or the law is the owner of the Sole Proprietorship under the agreement between the heirs. Where the heirs cannot reach agreement, they will register for conversion into a company or dissolution of the Sole Proprietorship.
   – In case the owner of a Sole Proprietorship dies without an heir, the heir disclaims the inheritance or is deprived of the right to inherit, the property of the owner of the Sole Proprietorship shall be handled in accordance with the civil law.
   – In case the owner of a Sole Proprietorship is restricted or loses his/her civil act capacity, has difficulties in cognition and behavior control, the rights and obligations of the owner of the Sole Proprietorship are exercised through his/her representative.

Above are 5 new points specified in the last 4 chapters (Chapter VII, Chapter VIII, Chapter IX, Chapter X), these regulations will be valid when Law 2020 takes effect (from January 1, 2020).

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At the 9th session, National Assembly XIV, Enterprise Law 2020 (Law 2020) was approved and will officially take effect on January 1, 2021. The following will be 6 new points specified in the first 3 chapters (Chapter I, Chapter II, Chapter III) of Law 2020, specifically the article will go into details as follows:

1. Change of definitions of State enterprises:
   According to Clause 11, Article 4 of Law 2020, definition: “11. State enterprises include enterprises where the State holds more than 50% of charter capital, the total number of voting shares as stipulated in Article 88 of this Law”.
   The above provision replaces Clause 8, Article 4 of Law 2014: “8. State-owned enterprise is an enterprise in which the State holds 100% of charter capital. “
2. Removing the regulation “Report of changing information of enterprise managers
   Article 12 of Law 2014 stipulates: “The enterprise must report to the business registration office where it is headquartered within 05 days from the date of changing information about full name, name, contact address, nationality, citizen ID card number, people’s identity card, passport or other lawful personal identification of the following people: Members of the Board of Directors for joint stock companies; Member of Supervisory Board or Supervisor; Director or General Director.”
   However, Law 2020 has repealed this provision.
3. Change of regulations on registration Dossier for Limited Liability Companies, Joint Stock Companies:
   There are two new points for the registration Dossier of Limited Liability Company, Joint Stock Company:
   Firstly, according to the provisions of Article 21 and Article 22 of Law 2020, it supplement the provisions on legal papers of the legal representative in the registration dossier of the Limited Liability Companies, Joint Stock Companies.
   Second, the new law uses the term “legal papers” instead of using the term “citizen identification card, identity card, passport or other legal personal identification”.
4. Adding subjects not allowed to establish enterprises:
   Points c, đ and g, Clause 2, Article 17 of Law 2020 adds 3 subjects who are not entitled to establish and manage enterprises in Vietnam:
   c) Officers, non-commissioned officers, professional armymen, workers and defense officers in agencies and units of the Vietnam People’s Army; officers, non-commissioned officers, police workers in agencies and units of the People’s Police of Vietnam, except for those appointed to be authorized representatives to manage at State enterprises;
   (d) People with difficulties in cognition and behavior control;
   (g) Organizations that are legal entities prohibited from doing business or operating in certain fields as prescribed by the Criminal Code.
   Previously, Clause 2 Article 18 of Law 2014 has not specified 3 above groups of subjects.
5. Change of regulations on notification of seal specimen enterprises:
   According to Article 44 of Law 2014:“Before using, enterprises are obliged to notify the seal specimen to the business registration agency for public posting on the National Business Registration Portal”.
   However, the above provision has been abolished by Article 43 Law 2020.
6. Amending and supplementing the regulations on handling of contributed capital in some special cases
   Article 53 Law 2020 amends and supplements a number of provisions in Article 54 regarding the handling of contributed capital in some special cases, specifically as follows: there are 3 new points:
   Firstly, in case a member has limited or lost civil act capacity, has difficulty in cognition and behavior control, the rights and obligations of that member in the company are exercised through a representative. Currently, done through guardians. (Clause 3 Article 53 Law 2020 replaces Clause 2 Article 54 Law 2014).
   Second, adding regulations: “8. In case a member of a company is an individual held in detention, serving a prison sentence, or executing an administrative handling measure at a compulsory detoxification establishment or compulsory education establishment, such member shall authorize others perform some or all of their rights and obligations at the company. ” (Clause 8 Article 53 Law 2020).
   Third, add regulations: “9. In case a member of a company is an individual banned from practicing certain jobs or works by a court or a member of the company being a commercial legal entity is banned from doing business or operating in certain fields under the law. If such member does not practice or do prohibited work at that company or the company suspends or terminates the relevant business line according to a court decision”. (Clause 9, Article 53 of Law 2020).

Above are 6 new points specified in the first 3 chapters (Chapter I, Chapter II, Chapter III) of Law 2020, these regulations will be valid when Law 2020 takes effect (from January 1, 2020).

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On June 13, 2019, the National Assembly promulgated the Law on Architecture 2019 stipulating architectural management and architectural practice; rights, obligations and responsibilities of agencies, organizations and individuals in architectural activities.

Accordingly, this Law promulgates new regulations on conditions for granting architectural practice certificates as follows:

• Having university or higher degree in architecture;
• Experience in providing architectural services for at least 03 years at an organization practicing architecture or cooperating with an architect practicing as an individual;
• Satisfying the test for granting architectural practice certificates;
  Individuals who have won a national architectural award or an international architectural award are exempt from meeting the conditions for providing architectural services for at least 3 years.
  Individuals with 10 consecutive years or more directly participating in state management of architecture, training at the university level or higher in the field of architecture, practicing architecture are exempt from meeting the conditions pass the test.
  The Law on Architecture 2019 takes effect on July 1, 2020.

On November 22, 2019, the 14th National Assembly passed the Immigration Law of Vietnamese citizens 2019, this Law takes effect on July 1, 2020.

One of the highlights of this Law is the recognition of the fact that only a citizen’s identity will be required without any passport anywhere. According to Clause 3, Article 15 of the Law on Immigration of Vietnamese Citizens No.49/2019/QH14, first-time passport applicants are made at the Immigration Department of the provincial Police Department of permanent residence or temporary residence . Particularly for holders of Citizenship Identification cards, they shall be carried out at the provincial-level Police Immigration Management Office at convenient places.

Thus, citizens with citizenship can easily choose the place to issue a passport instead of having to do it in a permanent or temporary place as previously prescribed. At the same time, the applicant for a secondary passport from the second time will be made at the Immigration Department of the Police Department of the province or city directly under the Central Government, where it is convenient or the Immigration Department of the Ministry. Police. Instead of the current one, only the case of reissuing a valid passport can go through the Immigration Department of the Ministry of Public Security and the expired passport will have to go to the Immigration Department of the Provincial Police, Central-affiliated cities of permanent or temporary residence.