After a number of months spent gathering public comments, the Government finally issued Decree No 102/2010/ND-CP on October 1, guiding certain provisions of the Law on Enterprises with the aim of keeping pace with the nation's blooming investment environment.

Decree No 102 is more comprehensive than Decree No 139/2007/ND-CP of September 2007 – which it replaces – with regard to the establishment and governance of enterprises. The new decree sets a time limit of 36 months in which members of limited liability companies must contribute committed charter capital into the company. If a member is late in contributing committed capital, such a member will vote in proportion to the actual capital contributed to the company, rather than in proportion to the full amount of capital committed.

The decree makes it explicit that companies with foreign ownership of up to 49 per cent of charter capital are subject to the same investment rules and conditions as local companies, while those with foreign ownership in excess of 49 per cent are subject to the same conditions as foreign-owned companies.

The new decree also includes the first formal definition of charter capital in a joint stock company. Charter capital is defined as the total value of shares that both founding and regular shareholders commit to buy, not including shares the company has authorised to issue at the time of its formation. It suggests, however, that the Law on Enterprises absolutely requires a founding shareholders to buy at least 20 per cent of the authorised shares of the company.

Decree No 102 takes effect on November 15.

Rules to govern self-printed tax invoices

The Ministry of Finance issued Circular No 153/2010/TT-BTC on September 28, guiding implementation of Decree No 51/2010/ND-CP of May 14, 2010, regulating the ability of enterprises to generate their own tax invoices.

The new circular provides detailed guidance on the form and content of self-printed invoices. Accordingly, an enterprise in an industrial or economic processing zone which has been issued a tax code and has actually contributed capital of at least VND5 billion is entitled to print its own invoices. Such an enterprise must also satisfy all conditions of the tax code regarding revenue, compatible equipment, having an accounting department, and never having been fined for tax violations.

Circular No 153 takes effect on January 1 and replaces circulars no 120/2002/TT-BTC, 99/2003/TT-BTC, and 16/2010/TT-BTC.

by lawyers of Bizconsult Law Firm