The 46th session of the National Assembly Standing Committee, morning of June 9, 2025. (Photo: Doan Tan/VNA)
Briefly presenting the Report on receiving, explaining and revising the draft Law amending and supplementing a number of articles of the Law on Enterprises, Minister of Finance Nguyen Van Thang said that after receiving comments from National Assembly deputies, the Government received, revised and explained many contents in the draft Law.
Regarding the provisions related to “beneficial owners of enterprises,” the Standing Committee of the Committee and many National Assembly deputies agreed to the general provisions, stipulating general principles as in the draft Law to be similar to the Law on Anti-Money Laundering.
The Government accepts the opinions of National Assembly deputies on technical comments on the responsibility for collecting, storing, and providing information on beneficial owners of enterprises and the content of the regulations assigning the Government to provide specific guidance on criteria for determining beneficial owners and sanctions for violations when information is not provided as prescribed, Mr. Nguyen Van Thang presented.
Regarding some opinions suggesting to add regulations on the specific time limit for enterprises to provide information about beneficial owners, according to the Minister of Finance, the Government accepted and amended in the direction: "For enterprises established before the effective date of this Law, the addition of information about the beneficial owners of the enterprise (if any) shall be carried out simultaneously at the time the enterprise carries out procedures for registering changes to the enterprise registration content, notifying the latest changes to the enterprise registration content or according to the needs of the enterprise."
The Minister also stated that the reason the draft Law does not specify a specific deadline for enterprises established before the effective date of this Law to provide information about beneficial owners to the business registration authority.
Requiring businesses to carry out a separate administrative procedure just to declare additional information about beneficial owners will increase the number of administrative procedures and generate compliance costs for businesses.
This is not suitable in the context that the Party and State are implementing many drastic policies and strategies to simplify and reduce time and costs of administrative procedures for businesses.
At the same time, this requirement is also not consistent with the principle of non-retroactivity in the application of law as stipulated in the Law on Promulgation of Legal Documents - Minister Nguyen Van Thang said.
In addition, comparing benefits and costs, stipulating a specific time for all enterprises established before the effective date of this Law to provide information on beneficial owners is not an optimal solution in the context that information collection, storage and provision can be done when requested by competent state agencies.
The number of enterprises providing additional information about beneficial owners to the business registration authority is increasingly complete over time (on average, about 35% of enterprises register changes to business registration contents every year).
Another content that the National Assembly Standing Committee is interested in discussing is the draft Law stipulating that non-public companies issuing private bonds must meet the condition of the ratio of debt to equity (including the value of the bonds expected to be issued) not exceeding 5 times.
Minister Nguyen Van Thang stated that the addition of regulations on debt ratio conditions for enterprises issuing individual bonds is aimed at increasing the financial capacity of the issuing enterprises and limiting the risks of corporate bond payment for both the issuing enterprises and investors.
The ratio not exceeding 5 times the equity is proposed on the basis of synthesizing and absorbing opinions from ministries, branches, and market members during the process of the Ministry of Finance drafting the Decree amending and supplementing Decree No. 155/2020/ND-CP.
The value of bonds expected to be issued is not more than 5 times the owner's equity, which basically does not affect capital mobilization for production and business activities, serving the goal of economic growth.
Stating the viewpoint of the examining agency, Chairman of the Economic and Financial Committee Phan Van Mai said that the Standing Committee of the Committee believes that the regulations on conditions for issuing corporate bonds need to be carefully studied in the direction of improving the quality of corporate bonds, increasing transparency, controlling risks, and meeting the needs of accessing capital sources for businesses.
Most of the issues arising in the payment of individual bonds that have occurred recently are related to real estate businesses, which are excluded in the draft law.
The regulation in the law of a specific rate of 5 times, according to the Standing Committee of the Economic and Financial Committee, "difficult to ensure flexibility in operation to meet practical needs".
Meanwhile, similar content in specialized laws is being specified in detail in sub-law documents.
The Standing Committee of the Economic and Financial Committee also proposed to continue reviewing and adjusting techniques to ensure specific application to the conditions for issuing individual bonds of excluded entities.
Speaking at the meeting, National Assembly Chairman Tran Thanh Man agreed with the Government's report and emphasized that individual bonds are risky financial products, bond buyers must assess the level of risk themselves and take responsibility for the risks when buying bonds.
Recently, in reality, there have been cases of violations of the law on individual corporate bonds, widespread issuance of bonds and stocks by enterprises, and lax management by the State as well as legal loopholes, leading to the situation where enterprises cannot pay the principal and interest of bonds in full and on time, causing bond investors to file complaints and the State to intervene.
Therefore, determining the conditions and debt-to-equity ratio for enterprises issuing private bonds is an early preventive measure to overcome the above situation, contributing to improving the quality of corporate bonds as required in Resolution No. 68-NQ/TW of the Politburo to "perfect regulations on corporate bonds to improve quality and expand stable, low-cost capital mobilization channels for the private economy."
“The rate not exceeding 5 times is proposed based on the synthesis and acceptance of opinions from ministries, branches, and the Government, affirming that such a rate basically does not affect capital mobilization for production and business activities. The Government needs to clarify whether the regulation of this rate in the draft Law affects the direction, management, and operation of the Government or not,” the National Assembly Chairman requested.
Regarding the regulations on the responsibilities of the Provincial People's Committee in inspecting and supervising enterprises, Chairman Tran Thanh Man suggested that it is necessary to review to ensure compliance with the Law on Organization of Local Government regarding the functions and tasks of the Provincial People's Committee.
At the same time, ensure the implementation process is public and transparent, in accordance with the policy of Resolution No. 68-NQ/TW, strongly shifting from pre-inspection to post-inspection, associated with strengthening inspection and supervision, avoiding duplication with other inspection, examination and supervision activities of agencies and ensuring the principles of inspection and examination activities as prescribed./.
According to VNA
Source: https://baothanhhoa.vn/tang-cuong-minh-bach-khi-cho-doanh-nghiep-phat-hanh-trai-phieu-251514.htm
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