베트남 기업입법의 배경과 개정기업법의 구조

Abstract

The 1999 Enterprise Law of the Socialist Republic of Vietnam was enacted pursuant to its Constitution to attain the following objectives: reinforce corporate competences to promote industrialization and modernization of the country; press ahead with economic reforms; guarantee legal equality for each company concerning its management as an economic entity; safeguard the lawful rights and interests of investors; and strengthen the effectiveness of the central government’s control of corporate activities. Entry into force of the 1999 Enterprise Law resulted in huge growth of the Vietnamese economy in both qualitative and quantitative terms, which in turn necessitated an overhaul of the Law. In particular, the nation’s ongoing incorporation into the world economy following its joining of the World Trade Organization in 2006 required that the Enterprise Law governing corporate conducts in Vietnam should live up to global legal standards in order to meet the needs of formulating unified international laws and regulations. In line with such change in the legislative environment, the 2005 Enterprise Law was enacted as an amendment to the 1999 Enterprise Law to overcome the limitations of the existing law. The amended law went into force on July 1, 2006. The 2005 Enterprise Law comprises 172 articles in 10 chapters. Of the 1999 Enterprise Law, 2003 State-Owned Enterprise Law and the Law on Foreign Investment in Vietnam that had regulated corporate activities, those provisions pertaining to foreign companies were incorporated into the amended Enterprise Law in their entirety, which subsequently led to abolishment of the aforesaid laws. The characteristics of the 2005 Enterprise Law are summarized as follows: (i) it is readily applicable to foreign investors and state-run companies thanks to expansion of its applicable targets and scope; (ii) it simplifies the procedures to set up companies; (iii) it rationalizes the existing business administration and management system of companies and explicitly stipulates a manager’s obligations and responsibilities such as a representative’s duty to exercise due diligence and fiduciary care; (iv) it bolsters the central government’s authority to oversee companies; and (v) it contains newly inserted provisions on corporate groups. It is believed that the 2005 Enterprise Law satisfies a substantial part of the legal needs to govern corporate conducts in Vietnam. In keeping with the trends to establish harmonized international laws, Vietnamese legislators enacted the Law by referring to advanced legislation practices. Legislation of the Law marks a great step forward in effectively regulating Vietnamese companies. This study examines the background and history of Vietnam’s corporate legislation governing corporate activities. In particular, it touches upon the backdrop behind enactment of the 2005 Enterprise Law as well as its notable features, structure and details.