Tax Alert - Law on Investment and Law on Enterprises, New Regulations

In comparison with the current laws, the Draft contains some notable changes as follows:

AMENDMENT TO AND SUPPLEMENTATION OF SOME ARTICLES OF LAW ON INVESTMENT 2014:

    Amending provisions on cases where the registration of capital contribution, purchase of shares or capital contributions is required. Specifically:

        - The capital contribution, purchase of shares or capital contributions of the foreign investors leads to the increase in the foreign investors’ shareholding in business organizations engaged in conditional business lines applied to foreign investors.

        - The foreign investors, business organizations stipulated in points a, b and c, clause 1, Article 23 of Law on Investment, thanks to the capital contribution, purchase of shares or capital contributions, own 51% or more of charter capital of a business organization in the following cases: the foreign investors’ shareholding is increased from under 51% to 51% or more; or the foreign investors’ shareholding, which is already 51% or more, is increased.

     - The foreign investors contribute capital, purchase shares or capital contributions of business organizations which utilize lands located within the areas having effect on national security such as sea island, borderland, coastal areas, etc.

    - Supplementing the regulation that Investment Registration Certificate or decision on investment policy of investment projects which have been implemented before the foreign investors contribute capital, purchase shares or capital contributions is not required to be obtained or amended.

    - Supplementing cases where the operation of investment projects is terminated; specifically: lands allocated or leased by the State are revoked due to the delay in land using progress as prescribed by the law on land, or the investors fail to pay escrow deposit as the security for performance of the projects in respect of projects for which such deposit is required.

    - Amending the list of conditional investment and business sectors; however, details of such amendment have not yet been publicized.

AMENDMENT TO AND SUPPLEMENTATION OF SOME ARTICLES OF LAW ON ENTERPRISES 2014:

    - Removing the requirement that seal sample must be notified before being used.

    - Removing provisions on procedures for notifying the change to information of enterprise managers.

    - Specifying the case where an enterprise has more than one legal representative and there is neither regulation in the company charter nor official decision on the distinction of rights and obligations of each legal representative, then either of those legal representatives shall have to be the legal representative having full powers of the enterprise as may be requested by courts, arbitrators or third parties.

    - Supplementing the provision that a one-member limited liability company of which the owner is an organization must have at least one legal representative holding the position of Chairman of the Members’ Council or Chairman of the Company, Director or General Director.

    - Amending provisions on minority shareholders. Accordingly, instead of holding 10 or more percent of the total ordinary shares for a consecutive period of 6 months or more (unless otherwise stipulated in the charter), a shareholder or group of shareholder holding at least 01% of the total ordinary shares (or a lower percentage stipulated in the charter) shall have certain rights as prescribed under the laws.

    - Stipulating that head of Inspection Committee of a joint stock company is not allowed to hold other position in the company.