Expanding the scope of business management: Institutional breakthroughs for innovation

Session view

Perfecting the legal framework, promoting the private economy

The draft Law amending and supplementing a number of articles of the Law on Enterprises was developed to institutionalize the policies of the Party and the Politburo, overcome shortcomings in the current law, and at the same time meet international agreements to which Vietnam is a member. National Assembly deputies emphasized that the amendment of the law is necessary to create momentum for the development of the private economic sector, especially in the context of Resolution 68 of the Politburo, which aims to cut at least 30% of the time for handling administrative procedures, legal compliance costs, and business conditions by 2025.

Delegate Nguyen Viet Ha from Tuyen Quang expressed his agreement with the necessity of amending the law, emphasizing that the draft needs to supplement the contents of Resolution 68, especially the principle that business rights can only be limited for reasons of national defense, national security, social order and safety, social ethics, environment and public health. She proposed reviewing laws and sub-law documents to ensure that prohibited business sectors are clearly defined in the law, avoiding the situation where sub-law documents restrict the business rights of enterprises. She also suggested shifting the management of business conditions from licensing and certification to publishing business conditions and post-inspection, in order to reduce barriers to sub-licenses, helping enterprises save time and costs, thereby promoting market entry and effective operation.

Sharing this view, delegate Pham Trong Nghia from Lang Son emphasized that the provisions on beneficial owners in Clause 6, Article 217 of the draft need to be clearer and more specific to ensure feasibility and minimize compliance costs. According to him, assigning the Government to provide detailed regulations may cause difficulties in implementation immediately after the law takes effect, because businesses face obstacles in identifying beneficial owners. He proposed adding basic criteria right in the law, such as individuals directly or indirectly owning 25% or more of the charter capital, or having the right to control decision-making through voting or authorization contracts, so that businesses can easily identify and declare information.

Delegate Do Duc Hien from Ho Chi Minh City focused on the issue of determining the market price of the capital contribution in the draft. He proposed clarifying the methods of determining the price, including the average price, the price agreed between the seller and the buyer, or the price determined by the appraisal organization. He noted that if these three methods give different results, it is necessary to clearly stipulate the priority method to ensure consistency and transparency, avoiding confusion in practical application.

Expanding the scope of participation in business management and operation

One of the highlights of the draft law is the amendment of Point b, Clause 2, Article 17, allowing officials at public higher education institutions to participate in the management and operation of enterprises established or participated in establishing by that institution, in order to commercialize research results. This provision is considered a step forward in encouraging scientific research and practical application, but delegates said that the subjects should be expanded to be more suitable to reality and Resolution 57-NQ/TW on the development of science, technology, and innovation.

Delegate Duong Khac Mai from Dak Nong delegation said that allowing only officials at public universities to participate in enterprise management is still limited. He argued that many public research institutes and other public educational institutions are also capable of effective research and application in social life. At the same time, he proposed expanding the subjects allowed to participate in enterprise management and operation to take advantage of competitive advantages in science, technology development and digital transformation, in line with the spirit of Resolution 57-NQ/TW, which encourages research organizations and scientists to establish and participate in enterprise management based on research results.

Delegate Nguyen Thi Thu Dung from Thai Binh delegation emphasized that public vocational training institutions should also be allowed to establish enterprises to commercialize research results, especially in the context of financial autonomy. She said that scientific and technological research does not discriminate, so it is necessary to amend the provisions at Point b, Clause 2, Article 17 to include civil servants at public vocational training institutions. She proposed that civil servants who are employees at these institutions need the consent of their heads, while managers who are heads need the consent of their direct superiors, to ensure transparency and suitability to reality.

Simplify procedures, increase transparency

In addition to expanding the scope of management, delegates also focused on simplifying administrative procedures and increasing transparency in business management. These proposals aim to reduce the burden on businesses while creating favorable conditions for business operations.

Delegate Nguyen Viet Ha from Tuyen Quang proposed to consider removing the requirement to provide copies of personal legal documents for members in business registration, and instead use data from the national population database to reduce notarization time and costs. She also proposed to remove the regulation requiring businesses to notify changes in business registration contents when amending the charter or the signature of the business owner, because these are frequent changes in business activities and have been fully regulated in current law. In addition, she said that it is necessary to simplify regulations on naming businesses, because current naming standards are too complicated, leading to many cases of business registration being rejected due to negligence.

Delegate Le Dao An Xuan from Phu Yen delegation emphasized that the phrase “other legal personal identification papers” at Point c, Clause 1, Article 1 of the draft law is still unclear. She proposed replacing it with the phrase “personal identification papers and documents” to comply with the Civil Code, the Law on Civil Status and Decree 62/2021/ND-CP, facilitating the processing of business records. She also recommended clearly quantifying the criteria for determining “beneficial owners” and “individuals with the right to control the enterprise” at Point d, Clause 1, Article 1, such as the right to decide on finance, key personnel or operational strategy, to enhance ownership transparency and comply with anti-money laundering requirements.

Delegate Le Dao An Xuan also noted that the concepts of “cessation of operations” and “cessation of existence” are currently inconsistent. She said that some enterprises, especially FDI enterprises, can cease investment projects but still maintain their legal status. Therefore, she proposed to use the unified concept of “cessation of existence” to ensure consistency in the legal system. In addition, she suggested removing regulations that are not under the authority of the National Assembly, such as the specific content of documents appointing authorized representatives, minutes of meetings of the Board of Members or shareholder voting ballots, to avoid overlap and reduce procedural burdens.

Source: https://thoibaonganhang.vn/mo-rong-doi-tuong-quan-ly-doanh-nghiep-dot-pha-the-che-cho-doi-moi-sang-tao-164031.html