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1. Abolish the regulation on notification of enterprise seal samples before use

Accordingly, Article 43 of the Enterprise Law 2020 provides for the seal of an enterprise as follows:

– A seal includes a seal made at a seal engraving establishment or a seal in the form of a digital signature in accordance with the law on electronic transactions.

– The enterprise shall decide on the type, quantity, form and content of the seal of the enterprise, its branches, representative offices and other units.

– The management and keeping of the seal shall comply with the provisions of the company’s charter or regulations promulgated by the enterprise, branch, representative office or other unit of the enterprise with the seal. Enterprises use seals in transactions as prescribed by law.

Thus, compared with the regulation on seals in the “Law on Enterprises 2014”, the Enterprise Law 2020 has removed the provision that “Before using, the enterprise is obliged to notify the seal sample to the business registration agency for posting. publicly on the National Portal on Business Registration”.

2. Add objects not allowed to establish businesses

Specifically, the Enterprise Law 2020 adds many subjects who are not allowed to establish and manage enterprises, including:

– People with difficulties in perception and behavior control;

– Public security workers in agencies and units of the Vietnam People’s Police (except for those appointed as authorized representatives to manage the State’s capital contribution in enterprises);

– Organizations that are commercial legal entities are prohibited from doing business or operating in certain fields under the provisions of the Penal Code.

3. Shorten the notice period before suspending business from 2021

Clause 1, Article 200 of the Law on Enterprises 2014 stipulates: An enterprise has the right to suspend its business but must notify in writing of the time and duration of the suspension or resumption of business to the business registration authority within 15 days. before the date of suspension or resumption of business. This provision applies in case the enterprise resumes business before the announced time limit.

However, the Enterprise Law 2020 has shortened the notice period before suspending business. Specifically: Enterprises must notify in writing the Business Registration Authority (at least 03 working days) before the date of suspension of business or resumption of business before the notice period.

Thus, the notice period before business suspension is shortened from 15 days at the latest to 3 working days.

4. Supplementing the application for registration of a limited company, a joint stock company

Compared with the Enterprise Law 2014, the Enterprise Law 2020 requires the application for registration of a limited company (Article 21), a joint-stock company (Article 22) must have a  copy of legal documents of the legal representative, similar as a member of a limited liability company and a founding shareholder of a joint stock company.

5. Supplementing regulations on depository certificates without voting rights

Compared with the 2014 Enterprise Law, the 2020 Enterprise Law adds provisions on depository certificates without voting rights as follows:

Common shares that are used as the underlying asset to issue depository certificates without voting rights are called underlying ordinary shares. Depository certificates without voting rights have economic benefits and obligations corresponding to the underlying ordinary shares, excluding voting rights.

The government regulates depository certificates without voting rights.

6. Regulation to exclude the case of dissolution due to revocation GCN enterprise registration

Point d, Clause 1, Article 207 of the Enterprise Law 2020 stipulates: “An enterprise shall be dissolved in case its business registration certificate is revoked, unless otherwise provided for by the Law on Tax Administration.”

This regulation ensures synchronization with the provisions of the Law on Tax Administration.

Point g, Clause 1 and Clause 2, Article 125 Law on Tax Administration 2019 stipulates:

“Article 125. Measures for enforcement of administrative decisions on tax administration

1. Measures to enforce enforcement of administrative decisions on tax administration include:

…

g) Revocation of business registration certificate,…

2. The measures to coerce the enforcement of administrative decisions on tax administration specified in Clause 1 of this Article shall cease to be effective from the time the tax arrears is fully remitted into the state budget.”

7. Changing the concept of state-owned enterprises

The concept of state-owned enterprises according to Clause 11, Article 4 of the Enterprise Law 2020, includes enterprises in which the State holds more than 50% of the charter capital and the total number of voting shares as prescribed in Article 88 of this Law.

(According to the Enterprise Law 2014, state-owned enterprises are enterprises in which 100% of charter capital is held by the State.)

8. State-owned enterprises must establish a Control Board

According to Clause 1, Article 103 of the Enterprise Law 2020: Based on the size of the company, the agency representing the owner decides to establish a Control Board with between 01 and 05 Supervisors, including the Head of the Supervisory Board.

(Currently, according to the Enterprise Law 2014: appoint 01 Controller or establish a Supervisory Board consisting of 03 to 05 Supervisors).

The term of Supervisors shall not exceed 05 years and may be re-appointed but not exceeding 02 consecutive terms at that company. In case the Supervisory Board has only 01 Supervisor, that Supervisor is concurrently the Head of the Control Board and must meet the standards of the Head of the Control Board.

9. Amendment of regulations on handling of contributed capital in some special cases

Specifically, compared with current regulations, the handling of contributed capital in some special cases is amended and supplemented as follows:

– In case a member has limited or lost civil act capacity, “has difficulty in perception and behavior control”, the rights and obligations of that member in the company shall be performed through a representative. (Currently, done through guardian).

– In case a member donates part or all of his/her capital contribution in the company to another person, the recipient becomes a member of the company according to the following provisions:

+ The person given as a gift  belongs to the legal heir under the provisions of the Civil Code then this person is automatically a member of the company; (Currently, being a wife, husband, father, mother, child, relative to the third line of inheritance…)

+ If the recipient does not fall into the categories specified at Point a, Clause 6, Article 53, he/she will only become a member of the company when approved by the Members’ Council.

– Supplement: In case a company member is an individual who is detained, is serving a prison sentence, is serving administrative handling measures at a compulsory detoxification establishment or a compulsory education institution, the member shall that authorizes others to exercise some or all of their rights and obligations at the company.

– Supplement: In case a company member being an individual is banned by the Court from practicing certain occupations or doing certain jobs, or a company member being a commercial legal entity is banned by the Court from doing business or operating in a number of fields. Within the scope of certain lines of business of the company, such member may not practice or do prohibited work at that company or the company suspends or terminates related business lines under a decision. decision of the Court.

10. Amendment of regulations on rights ofcommon shareholders

Currently, the Enterprise Law 2014 stipulates: Shareholders or groups of shareholders owning  10% of the total number of ordinary shares or more for a continuous period ofat least 06 months or another smaller percentage as stipulated in the Charter company to have the rights specified in Clause 2, Article 114 of this Law.

However, according to the Enterprise Law 2020, a shareholder or group of shareholders who owns  05%  of the total number of ordinary shares or more or a smaller percentage as prescribed in the company’s charter has the rights of ordinary shareholders. specified in Clause 2, Article 115 of this Law.

11. Private enterprises can be converted into limited liability companies, joint stock companies, and partnerships

According to Article 205 of the Enterprise Law 2020, a private enterprise can be transformed into a limited liability company, joint stock company or partnership under the decision of the private business owner if it fully meets the following conditions:

– The converted enterprise must fully satisfy the conditions specified in Clause 1, Article 27 of this Law;

– The owner of the private enterprise undertakes in writing to be personally responsible with all his/her assets for all unpaid debts and commits to pay the full amount of the debt when it is due;

– The owner of the private enterprise has a written agreement with the parties to the unliquidated contract that the converted company accepts and continues to perform such contracts;

– The owner of the private enterprise shall commit in writing or have a written agreement with other capital contributors on the receipt and use of existing labor of the private enterprise.

Currently, the Enterprise Law 2014 only regulates the conversion of a private enterprise into a limited liability company.

12. Remove the regulation “Report changes of information of the business manager”

Currently, the Enterprise Law 2014 stipulates that enterprises must report to the business registration agency where the enterprise’s head office is located within 05 days from the date of change in information about full name, full name and contact address. , nationality, number of citizen identification card, people’s identity card, passport or other lawful personal identification of the following persons:
– Member of the Board of Directors for joint-stock companies;

– Member of the Supervisory Board or Supervisor;

– Director or General Director.

However, the Enterprise Law 2020 has abolished this provision.

13. Additional obligations of shareholders

Accordingly, in addition to inheriting the provisions on obligations of ordinary shareholders in Article 115 of the Enterprise Law 2014, the Enterprise Law 2020 adds the following content:

“Confidentially the information provided by the company in accordance with the provisions of the company’s charter and the law; only use the information provided to exercise and protect their legitimate rights and interests; strictly prohibit the distribution of or copy, send information provided by the company to other organizations and individuals.”

14. Additional responsibilities of a joint stock company manager

Compared with the current regulations, the Enterprise Law 2020, adds the responsibilities of a joint stock company manager as follows:

Members of the Board of Directors, Director or General Director and other managers who violate the provisions of Clause 1, Article 165 of the Enterprise Law 2020 shall be personally or jointly responsible for compensating for lost benefits and returning benefits. has received and compensated all damages to the company and the third party.

15. More cases of general partner termination

According to Clause 1, Article 185 of the Enterprise Law 2020, a general partner will be terminated in the following cases:

Voluntarily withdrawing capital from the company;

– Dead, missing, restricted or incapacitated for civil acts, having difficulties in perception and behavior control;

– Being expelled from the company;

– Serving a prison term or being banned by a court from practicing certain professions or doing certain jobs as prescribed by law;

– Other cases prescribed by the company’s charter.

Compared with the 2014 Enterprise Law, there are more cases of “having difficulties in perception and behavior control” and “executing prison sentences or being banned by the Court from practicing certain professions or doing certain jobs as prescribed by law” .

16. Supplementing the provision “exercising the rights of private business owners in some special cases”

Compared with the current regulations, the Enterprise Law 2020, supplemented with the provisions “exercising the rights of private business owners in some special cases” as follows:

– In case the owner of a private enterprise is temporarily detained, is serving a prison sentence, is serving administrative handling measures at a compulsory detoxification establishment or compulsory education institution, he/she shall authorize another person to do so. its rights and obligations.

– In case the owner of a private enterprise dies, the heir or one of the heirs according to the will or at law shall be the owner of the private business according to the agreement between the heirs. If the heirs cannot reach an agreement, register to convert into a company or dissolve such private enterprise.

In case the owner of a private enterprise dies without an heir, the heir refuses to receive the inheritance or is deprived of the right to inherit, the property of the owner of the private enterprise shall be handled in accordance with the law on people. the.

In case the owner of a private enterprise has limited or lost civil act capacity, has difficulties in perception and behavior control, the rights and obligations of the private business owner are performed through his/her representative. .

– In case the owner of a private enterprise is banned by the Court from practicing certain professions or doing certain jobs within the scope of the business lines of the enterprise, the owner of the private enterprise shall suspend or terminate the relevant business lines. pursuant to a court decision or transferring a private enterprise to another individual or organization.

The Enterprise Law 2020 takes effect from January 1, 2021 and replaces the Enterprise Law 2014.

(Source: thuvienphapluat.vn)

Notes on business VAT

VAT is one of the first important things that every accountant needs to keep in mind when finalizing commercial corporate tax.
Accordingly, in order to ensure that the tax finalization is done quickly and accurately, to avoid possible errors, accountants need to carefully check the relevant documents and books. VAT of the business.
Periodically, accountants need to check whether the declarations have been submitted on time or not; should list the declarations in a separate excel sheet to facilitate tracking and checking information later.
Every month, the accountant of the commercial enterprise should check the monthly declarations, compare the VAT invoices to see if the declaration is complete or not, whether the invoice is lost or misplaced and if lost, the original cause why.
This periodic check and reconciliation will help accountants control the invoice situation of the business; soon give the best solution if there is a problem with the invoice; minimize invoice risks for businesses.
In addition, in the process of making books, in order for invoice information to be transparent and clear, and to limit errors, monthly corporate accountants should also pay attention to the following:
– Output the annual tax return, including output and input invoices, to an excel file for easy tracking.
– Filter invoices with a value greater than 20 million VND to check if there is a transfer by payment authorization. If the payment is not made by December 31, a contract for late payment is required.
– Check all payment authorizations. In case of loss or loss of invoices, you must immediately contact the bank to make a copy of the extract to request a copy.
– Rearrange the payment authorizations and then photocopy them to attach to invoices with a value greater than 20 million VND.
– Categorize all invoices declared but have errors, then photocopy and proceed to make a separate list. Note that, with the original lost invoices, only the photocopy is left, the accountant needs to prepare along with the official notices of loss sent to the tax office, or the notices of loss of HTKK already submitted to the tax agency. .
– List the list of canceled invoices and declare the invoice usage report in the item No. 15. Note that, with the canceled output invoices, the accountant needs to make a photocopy and attach the cancellation record to save it. private again.
Usually, tax officers will ask for an excel sheet that summarizes tax reports from January to December of the year. Therefore, accountants of enterprises should actively prepare this file to submit if required.
Check the purchase and sale contract of the enterprise

Regularly checking the purchase and sale contracts of the business on a regular basis is a necessary job, making the finalization of corporate tax simpler and easier in the future.

Normally, in addition to making an excel sheet to summarize all the business’ buy-and-sell economic contracts, it is also necessary to check the status of unfinished liquidated contracts and check the contract value. contract, the start and end dates of contract liquidation are correct or not.

Revenue reconciliation, business invoices

To compare revenue, accountants must check account 511 to balance arising, review business results and review list PL01-1/GTGT ​​on invoices and documents for sold goods and services.
In case the date on the delivery note and the invoice date are different, the accountant needs to adjust it to match, according to the invoice date.
Note that canceled invoices must be properly listed in section 15 of the invoice usage report and should be made separately with all deleted invoices.
Note on cost of goods sold

For the cost of goods sold, the accountant should pay attention to check whether the goods sold are invoiced on time or not; whether the item is in stock or not; Whether the goods will be delivered on the date of release or not.
In cases where goods are still in stock, the inventory costing method must be applied in accordance with current legal regulations.

Notes on the business’s inventory

Finally, in order for the commercial enterprise tax finalization to be carried out quickly and accurately, corporate accountants also need to pay attention to the inventory issue of the business.

Inventory in the books must be consistent with reality. In case of mismatch, VAT and corporate income tax must be arrears according to the fixed method, based on checking:
– Actual negative stock status.
– Import and export slips, warehouse cards, detailed import and export summary table of items.
Before the inspectors can find a way to remove the inventory or borrow it so that when they check in, it matches the books and reality.
In some cases, it is possible to export to a temporary acquaintance company, after the inspection by your company, you will return it to your company, then a record of clearing the debts of both parties according to the VAT law, while preserving VAT while preserving CIT.
In addition, the business accountant should also make a list of summary tables of low-cost items sold at a reasonable cost and make a suitable explanation plan, if there is no legal basis to submit accordingly, it will be subject to a penalty. tax assessment.

(Source: einvoice.vn)