Luật sửa đổi Luật Chứng khoán, Luật Kế toán, Luật Kiểm toán độc lập, Luật Ngân sách Nhà nước, Luật Quản lý, sử dụng tài sản công, Luật Quản lý thuế, Luật Thuế thu nhập cá nhân, Luật Dự trữ quốc gia, Luật Xử lý vi phạm hành chính 2024

LAW

AMENDMENTS TO LAW ON SECURITIES, LAW ON ACCOUNTING, LAW ON INDEPENDENT AUDIT, LAW ON STATE BUDGET, LAW ON MANAGEMENT AND USE OF PUBLIC PROPERTY, LAW ON TAX ADMINISTRATION, LAW ON PERSONAL INCOME TAX, LAW ON NATIONAL RESERVES, AND LAW ON PENALTIES FOR ADMINISTRATIVE VIOLATIONS

Pursuant to the Constitution of the Socialist Republic of Vietnam;

The National Assembly of Vietnam promulgates a Law providing amendments to the Law on Securities No. 54/2019/QH14, the Law on Accounting No. 88/2015/QH13, as amended in the Law No. 38/2019/QH14, the Law on Independent Audit No. 67/2011/QH12, as amended in the Law No. 97/2015/QH13, the Law on State Budget No. 83/2015/QH13, as amended in the Law No. 59/2020/QH14, the Law on Management and Use of Public Property No. 15/2017/QH14, as amended in the Law No. 64/2020/QH14, the Law No. 07/2022/QH15, the Law No. 24/2023/QH15, the Law No. 31/2024/QH15 and the Law No. 43/2024/QH15, the Law on Tax Administration No. 38/2019/QH14, the Law on Personal Income Tax No. 04/2007/QH12, as amended in the Law No. 26/2012/QH13, the Law No. 71/2014/QH13, the Law No. 31/2024/QH15 and the Law No. 43/2024/QH15, the Law on National Reserves No. 22/2012/QH13, as amended in the Law No. 21/2017/QH14, the Law on Penalties for Administrative Violations No. 15/2012/QH13, as amended in the Law No. 54/2014/QH13, the Law No. 18/2017/QH14, the Law No. 67/2020/QH14, the Law No. 09/2022/QH15 and the Law No. 11/2022/QH15.

Article 1. Amendments to Law on Securities

1. Clause 49 is added following clause 48 Article 4 as follows:

“49. Securities market manipulation means the commission of one of the following acts:

a) Using one or several accounts of oneself, or of another person, or colluding with others to continuously buy and sell securities in order to create artificial demand or supply;

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c) Continuously buying or selling securities with a controlling quantity at the opening or closing time of the market in order to manipulate securities prices;

d) Trading securities by colluding with or persuading others to continuously place securities but and sell orders to remarkably affect the demand, supply and prices of securities, or manipulate securities prices;

dd) Offering opinions, whether directly or via the mass media, about a type of securities or securities issuer in order to affect the price of that type of securities after conducting a transaction and holding the position of that type of securities;

e) Adopting other methods or performing other trading acts, with or without providing false or inaccurate information to the public, to create artificial demand and supply or manipulate securities prices.”.

2. Point d clause 1 Article 9 is amended as follows:

“d) Manage, inspect, examine and supervise securities-related operations of Vietnam Exchange (VNX) and its subsidiaries, and Vietnam Securities Depository and Clearing Corporation (VSDC) and its subsidiaries; consider approving regulations on securities-related operations of VNX and VSDC; request VNX and VSDC to revise their regulations; suspend or invalidate decisions on operations of VNX and its subsidiaries, and VSDC and its subsidiaries; where necessary, direct VNX and its subsidiaries, and VSDC and its subsidiaries to fulfill their duties to protect the lawful rights and interests of investors;".

3. Some Points and Clauses of Article 11 are amended as follows:

a) Point e is added following Point dd Clause 1 as follows:

“e) Foreign investors that are individuals holding foreign nationalities, or organizations established under the law of foreign country, and carrying our business investment activities in Vietnam.";

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“1a. Professional investors that are the organizations defined in clause 1 of this Article may purchase, trade in and transfer privately placed corporate bonds.

1b. Professional investors that are the individuals defined in clause 1 of this Article may purchase, trade in and transfer privately placed corporate bonds in one of the following cases:

a) Privately placed bonds have been given credit ratings and are secured by collateral;

b) Privately placed bonds have been given credit ratings and are covered under payment guarantee issued by a credit institution.”.

4. Article 11a is added to Article 11 as follows:

“Article 11a. Responsibilities of organizations and individuals relevant to applications/reports

1. Organizations and individuals that engage in the preparation of applications/reports on securities and securities market shall assume legal responsibility for the legality, accuracy, truthfulness and adequacy of these applications/reports. Organizations and individuals that engage in the certification of applications/reports shall assume legal responsibility for performance of their tasks. Information in applications/reports must be clear, unequivocal and includes adequate important information that affects decisions of authorities, organizations and investors.

2. Authorities, organizations and individuals that have the power to receive, process and approve the applications/reports shall consider the validity of received applications/reports; assume no responsibility for violations committed by organizations or individuals before and after submitting applications/reports which are considered valid. Valid application/report means an application/report that contains adequate documents in which information is declared adequately as prescribed by law.

3. Consulting organizations and consultants that provide consultancy on applications shall fulfill the following responsibilities:

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b) Consulting organizations shall check and examine the information included in applications, ensure that their analysis and assessment are reasonably and prudently carried out on the basis of received information, data and documents, and assume legal responsibility for performance of their consulting tasks.

4. Audit organizations, approved auditors, and persons who signatures appear on audit or review reports must comply with provisions of law on independent audit; comply with auditing standards when conducting audit of financial statements, and assume responsibility for their opinions about the truth and fairness of audited reports and figures; comply with standards for assurance service contracts; assume responsibility to give opinions about pro forma financial statements.”.

5. Clause 3 Article 12 is amended as follows:

“3. Commission of securities market manipulation acts.”.

6. Some points and clauses of Article 15 are amended as follows:

a) Point d Clause 2 is amended as follows:

“d) If the public offering is meant to raise capital for executing a project of the issuer, at least 70% of total number of shares to be offered must be sold to investors, unless shares are offered to existing shareholders at their holdings. The issuer shall have a plan to make up for the shortage in case the capital generated by the offering is inadequate to execute the project.”;

b) Point g Clause 3 is amended as follows:

“g) All of the requirements imposed by the Government regarding bond trustee, debt ratio, ratio of value of to-be-offered bonds to equity, and credit rating are satisfied;”.

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a) Point k is added following Point i Clause 1 as follows:

“k) The report on charter capital contributed by the time of application for registration of initial public offering which has been audited by an independent audit organization according to regulations adopted by the Minister of Finance of Vietnam.”;

b) Point i is added following Point h Clause 3 as follows:

“i) The trust indenture between the issuer and the bond trustee.”.

8. Some points and clauses of Article 28 are amended as follows:

a) Points d and dd are added following Point c Clause 1 as follows:

“d) Upon the end of the public offering and before completion of procedures for listing or registration of shares, the offering is found to have been carried out in contravention of provisions of clause 1 Article 27 of this Law;

dd) Upon the end of the public offering of bonds or covered warrants, the offering is found to have been carried out in contravention of provisions of clause 1 Article 27 of this Law.”;

b) Clause 2a is added following clause 2 as follows:

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9. Some points and clauses of Article 31 are amended as follows:

a) Points a, b and c Clause 1 are amended as follows:

“a) There is a decision of the General Meeting of Shareholders to ratify the plan for issuance and use of capital earned from the private placement which must clearly determine criteria of investors, number of shares, offer prices of shares or rules for determination thereof;

b) The private placement of shares or convertible bonds is only available to strategic investors, professional investors defined in clause 1 Article 11 of this Law; the private placement of warrant-linked bonds is only available to professional investors defined in clauses 1a and 1b Article 11 of this Law;

c) The trading and transfer of privately placed shares, convertible bonds and warrant-linked bonds are restricted to strategic investors and professional investors for at least 03 years and 01 year respectively from the ending date of the private placement, unless such trading or transfer is carried out between professional investors as prescribed in point b of this clause or according to an effective court judgment or decision, arbitral decision or in case of inheritance as prescribed by law;”;

b) Points b and c Clause 2 are amended as follows:

“b) The private placement is available to professional investors that are organizations.

In case bonds to be offered fall in the case prescribed in point a or point b clause 1b Article 11 of this Law, the private placement is available to professional investors that are either organizations or individuals;

c) Trading and transfer of privately placed bonds shall only be carried out between professional investors defined in clauses 1a and 1b Article 11 of this Law, unless such trading or transfer is carried out according to an effective court judgment or decision, arbitral decision or in case of inheritance as prescribed by law;”;

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“Article 31a. Suspension of private placement of securities

1. The State Securities Commission of Vietnam (“SSC”) is entitled to suspend a private placement which has been registered with SSC for up to 60 days in the following circumstances:

a) The application for registration of the private placement contains inaccurate information or does not contain adequate important information that might affect investors’ decisions and cause damage to investors;

b) Securities are not distributed in accordance with regulations of law.

2. Within 07 working days from the day on which the private placement is suspended, the issuer shall announce the suspension adopting the method specified in clause 3 Article 25 of this Law, withdraw the issued securities if requested by investors, and refund received payments to investors within 15 days from the day on which the request is received.

3. After the causes of the suspension have been successfully rectified, SSC shall issue a written notice to lift the suspension under which the suspended private placement shall be reinstated.

4. Within 07 working days from the date of the notice to lift suspension, the issuer shall disclose information on the lifted suspension adopting the method specified in clause 3 Article 25 of this Law.

Article 31b. Cancellation of private placement of securities

1. SSC shall issue a decision to cancel a private placement which has been registered with SSC in the following circumstances:

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b) Upon the end of the private placement of shares and before completion of procedures for listing or registration of shares, the private placement is found to have been carried out in contravention of provisions of clause 1 Article 31a of this Law;

c) Upon the end of the private placement of bonds, the private placement is found to have been carried out in contravention of provisions of clause 1 Article 31a of this Law.

2. Apart from the circumstances specified in clause 1 of this Article, the private placement shall also be canceled under an effective court judgment or decision, arbitral decision or decision issued by a competent authority in accordance with regulations of law.

3. Upon completion of the private placement, if the offered shares or shares converted from convertible bonds or shares acquired from warrants have been listed or registered for trading, they shall not be canceled.

4. Within 07 working days from the day on which the private placement is canceled, the issuer shall announce the cancellation adopting the method specified in clause 3 Article 25 of this Law, withdraw the issued securities, and refund received payments to investors within 15 days from the cancellation date. The issuer that fails to refund payments by this deadline shall compensate for damage as agreed upon with investors.”.

11. Some points and clauses of Article 32 are amended as follows:

a) Point a Clause 1 is amended as follows:

“a) The company has a contributed charter capital of at least VND 30 billion, an equity of at least VND 30 billion and at least 10% of its voting shares held by at least 100 investors other than major shareholders;”;

b) Clause 4 is added following Clause 3 as follows:

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12. Some points and clauses of Article 33 are amended as follows:

a) Point dd Clause 1 is amended as follows:

“dd) The latest annual financial statements of the joint-stock company which have been audited by an independent audit organization. In case the company’s charter capital is increased after the end of the latest fiscal year, the audited or reviewed financial statements of the latest period are required;’;

b) Point g is added following Point e Clause 1 as follows:

“g) The report on charter capital contributed by the time of application for registration of the public company which has been audited by an independent audit organization according to regulations adopted by the Minister of Finance of Vietnam.”.

13. Clause 6 Article 36 is amended as follows:

“6. Repurchase of shares from the company’s employees in accordance with regulations on employee share ownership shall be subject to the following provisions:

a) Total quantity of employees’ shares repurchased by the company must be reported to the nearest annual the General Meeting of Shareholders;

b) The company is not required to follow procedures for recording decrease in its charter capital in corresponding to the number of repurchased shares.”.

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“7. The public company shall not offer shares to increase its charter capital within 06 months from the end of its share repurchase, unless it repurchases shares from employees who leave the company under the employee share ownership plan or a securities company repurchases its shares when fixing transaction errors.”.

15. Some clauses of Article 38 are amended as follows:

a) Clauses 1 and 2 are amended as follows:

“1. The status of a public company shall be cancelled in one of the following cases:

a) It no longer meets one of eligibility requirements for public company laid down in point a clause 1 Article 32 of this Law;

b) It fails to make disclosure of information on audited financial statements for 02 consecutive years;

c) It fails to make disclosure of information on resolutions of annual the General Meeting of Shareholders for 02 consecutive years;

d) Within 01 year after SSC confirms the registration of the public company or upon completion of the public offering, the company fails to follow procedures for registration of shares at VSDC or fails to follow procedures for listing or registration for trading of shares on Stock Exchanges.

2. Within 15 days from the day on which the public company fails to meet one of the requirements laid down in point a clause 1 Article 32 of this Law, it shall be required to submit written report on such failure to SSC.

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In case the public company fails to submit required application or reports to SSC as prescribed in this clause, SSC shall consider cancelling its public company status on the basis of the list of its shareholders provided by VSDC or its audited latest annual financial statements.”;

b) Clause 5 is amended as follows:

“5. The Minister of Finance of Vietnam shall promulgate regulations on cancellation of public company status, cancellation procedures and processes, and cancellation of public company status in case of reorganization, dissolution and bankruptcy.”.

16. Clauses 3 and 4 Article 39 are amended as follows:

“3. The list of shareholders of the public company that fails to meet shareholder structure requirement, provided by VSDC or compiled by the public company that do not yet follow procedures for registration of securities at VSDC;

4. The audited latest annual financial statements or written certification of equity made by an accredited audit organization, if the public company no longer meets the requirement regarding contributed charter capital or equity. In case the company’s charter capital is increased after the end of the latest fiscal year, the audited or reviewed financial statements of the latest period are required.”.

17. Clause 4 is added following clause 3 Article 55 as follows:

“4. VSDC shall decide the establishment of its subsidiaries, and organize or assign some of its rights and obligations, as defined in this Law, to these subsidiaries after obtaining approval from the Ministry of Finance of Vietnam.”.

18. Point a Clause 4 Article 56 is amended as follows:

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19. Clause 1 Article 63 is amended as follows:

“1. Clearing and determination of obligations to pay money and deliver securities shall be carried out through VSDC or its subsidiaries.”.

20. The following Articles and Clauses are abrogated; some phrases are added as follows:

a) Article 23, clause 3 Article 48, clause 4 and clause 5 Article 135 are abrogated;

b) The phrase “và công ty con” ("and its subsidiaries“) is added following the phrase “Tổng công ty lưu ký và bù trừ chứng khoán Việt Nam” ("VSDC“) in point dd clause 1 Article 7, clause 3 Article 52 and Article 68.

Article 2. Amendments to Law on Accounting

1. Clause 1 Article 3 is amended as follows:

“1. financial statements means a system of economic and financial information of an accounting unit prepared and presented in accordance with accounting standards and regimes.”.

2. Clause 3 Article 7 is amended as follows:

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3. Clause 1 Article 11 is amended as follows:

“1. The language of accounting shall be Vietnamese. Where the text of the financial statements which are used in Vietnam must be expressed in a foreign language, it shall be expressed in both Vietnamese and that foreign language. Accounting documents in foreign languages must be translated into Vietnamese if requested by a competent authority.”.

4. Clause 4 Article 12 is amended as follows:

“4. If the first or last annual accounting period does not exceed the sum of 03 consecutive monthly accounting periods, it may be aggregated with the next or previous annual accounting period to form an annual accounting period; the first or last annual accounting period shall not exceed 15 months.”.

5. Heading and Clause 4 Article 19 are amended as follows:

a) Heading of Article 19 is amended as follows:

“Article 19. Signing and certifying accounting records”;

b) Clause 4 Article 19 is amended as follows:

“4. Electronic records must bear electronic signatures or be certified adopting other electronic authentication forms according to regulations of law on electronic transactions.".

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“1. Financial statements of an accounting unit are used for aggregating and describing its financial conditions and performance. Financial statements of an accounting unit must be prepared and presented in accordance with accounting standards and regimes that it applies, including:

a) Financial status report;

b) Income statement;

c) Cash flow statement;

d) Notes to financial statements;

dd) Other statements or reports as prescribed by law.”.

7. Clause 2 Article 51 is amended as follows:

“2. Accountants have the right to perform accounting works independently; have their opinions recorded in writing if they are different from those of the decision maker; submit written reports to the chief accountant or legal representative of the accounting unit upon detection of any violations against regulations of law on finance and accounting committed within their unit; if the decision has to be implemented, the report shall be submitted to the superior of the decision maker or a competent authority and the accountant shall assume no responsibility for consequences of such implementation of decision.”.

8. Some points and clauses of Article 71 are amended as follows:

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“b) Formulate and promulgate legislative documents on accounting within its jurisdiction, or submit them to the Government for promulgation, unless otherwise prescribed in clause 2a of this Article;”;

b) Clause 2a is added following clause 2 as follows:

“2a. The State Bank of Vietnam (SBV) shall promulgate accounting regimes or legislative documents on accounting applicable to credit institutions and foreign bank branches under its jurisdiction provided that accounting standards must be complied with.”.

9. Point d Clause 1 Article 16 is abrogated.

Article 3. Amendments to Law on Independent Audit

1. Point i Clause 2 Article 11 is amended as follows:

“i) Provide regulations on registration and management of audit practicing; regulations on suspension of audit practicing, revocation of audit practicing certificates; regulations on announcement of lists of audit firms, branches of foreign audit firms operating in Vietnam, and practicing auditors;”.

2. Article 16 is amended as follows:

“Article 16. Persons ineligible to register audit practicing and those required to terminate audit practicing

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a) Officials as defined in the law on officials; public employees as defined in the law on public employees; officers, professional non-commissioned officers, national defense workers, public employees working at agencies and units of the People’s Army; operations officers and non-commissioned officers, technical officers and non-commissioned officers, public security workers, and public employees working at agencies and units of People's Public Security Force;

b) Persons banned from audit practicing under effective court judgments or decisions; persons facing criminal prosecution; persons who were convicted of infringement upon economic management order or position-related crimes in the fields of finance, accounting or auditing but have not had their criminal records expunged; persons subject to community-based correctional education or forcibly sent to rehabilitation centers or reform schools;

c) Persons convicted of serious or more serious crimes related to economic management order.

2. The following persons are required to terminate audit practicing:

a) Persons mentioned in Point b Clause 1 of this Article;

b) Persons whose audit practicing certificate has expired or is no longer valid according to regulations adopted by the Ministry of Finance of Vietnam.”.

3. Some clauses of Article 29 are amended as follows:

a) Clause 1a is added following Clause 1 as follows:

“1a. Maintain their satisfaction of the requirements laid down in Article 21 of this Law during their operation.”;

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“1b. An audit firm that has branches shall be required to meet the requirement laid down in clause 1a of this Article and have at least 05 auditors registered for practicing at its headquarters, excluding those registered for practicing at its branches.”;

c) Clause 2a is added following clause 2 as follows:

“2a. Do not assign a practicing auditor to sign audit reports of an audited entity for a period exceeding 05 consecutive years. The Ministry of Finance of Vietnam shall stipulate a gap before a practicing auditor can sign audit reports of the same audited entity again.”.

4. Some points and clauses of Article 37 are amended as follows:

a) Point dd is added following point d clause 1 as follows:

“dd) Other large-scale enterprises whose annual financial statements must be audited in accordance with the Government's regulations.”;

b) Clause 4 is amended as follows:

“4. Other enterprises and organizations carrying out audits as prescribed by relevant laws or at their own discretion.”.

5. Clause 8 Article 39 is amended as follows:

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6. Clause 1 Article 58 is amended as follows:

“1. An audit firm or branch of a foreign audit firm in Vietnam shall not assign a practicing auditor to conduct audits of a public interest entity for a period exceeding 05 consecutive years. The Ministry of Finance of Vietnam shall stipulate a gap before a practicing auditor can audit the same public interest entity again.”.

7. Article 60 is amended as follows:

“Article 60. Actions against violations against regulations of law on independent audit

1. Any organizations and individuals that commit violations against the regulations of this Law shall, depending on the nature and severity of the violation, incur administrative penalties, face criminal prosecution, be subject to the State’s regulatory measures as prescribed in this Law, and make compensation for any damage in accordance with regulations of law.

2. The maximum fine for an administrative violation against regulations of law on independent audit imposed upon an organization is VND 02 billion; that imposed upon an individual is VND 01 billion. The prescriptive period of an administrative violation against regulations of law on independent audit is 05 years.

3. The Government shall provide regulations on imposition of penalties for administrative violations against regulations of law on independent audit.”.

Article 4. Amendments to Law on State Budget

1. Clause 10 is amended and clause 10a is added following clause 10 Article 8 as follows:

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“10. Decisions on investment and expenditures on investment in state budget-funded programs, tasks and projects must be conformable with provisions of the Law on Public Investment and relevant laws. Programs, tasks and projects which are not included in the medium-term public investment plan covered by annual increase in revenues, unused amount of planned funding for expenditures (as a result of decrease in expenses), and reserve of state budget shall be subject to provisions of Articles 10 and 59 of this Law.

The Government shall stipulate procedures and processes of investment in and implementation of these programs, tasks and projects, ensuring that they are consistently and effectively managed and properly serve their intended purposes.";

b) Clause 10a is added following clause 10 as follows:

“10a. The following state budget expenditures are covered by two funding sources (funding for public investment and funding for recurrent expenditures), including: procurement, repair, renovation and upgradation of property and equipment; leasing of goods and services; repair, renovation, upgradation, expansion and new construction of work items of existing investment projects, and other necessary tasks.

The Government shall elaborate this clause.”.

2. Point d is added following Point c Clause 9 Article 9 as follows:

“d) Use of a local-government budget’s funding for development investment expenditures for financing investment projects on construction of infrastructure facilities in that locality which are to be funded by its superior budget, assisting other local governments in executing key projects and works or those improving regional, national or international connectivity and having positive effects on the socio-economic development, and other important tasks must ensure the balancing capability, and not adversely influence the performance of tasks to be covered by that local-government budget.

The Government shall elaborate this Point.”.

3. Some points and clauses of Article 19 are amended as follows:

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“a) Total expenditure covered by the central government budget, including allocated and unallocated amounts; development investment expenditures sorted by sectors; recurrent expenditures sorted by sectors; national reserve expenditures; payment of loan interests, aid granted; amounts additionally allocated to financial reserve fund; budget reserves;”;

b) Clause 5a is added following clause 5 as follows:

“5a. The Government is assigned to arrange and allocate expenditure estimates in respect of unallocated amounts specified in point a clause 5 of this Article in a timely, efficient and effective manner that ensures compliance with regulations of law, and submit quarterly reports thereon to the Standing Committee of National Assembly, and also to the National Assembly at its nearest meeting.”.

4. Some points and clauses of Article 30 are amended as follows:

a) Point a clause 2 is amended as follows:

“a) Total expenditure covered by their budget, including allocated and unallocated amounts; development investment expenditures and recurrent expenditures sorted by sectors; amounts additionally allocated to local financial reserve fund; budget reserves;”;

b) Clause 2a is added following clause 2 as follows:

“2a. The People's Committee of the same level is assigned to arrange and allocate expenditure estimates in respect of unallocated amounts specified in point a clause 2 of this Article in a timely, efficient and effective manner that ensures compliance with regulations of law, and submit quarterly reports thereon to the Standing Committee of the People's Council, and also to the People's Council of the same level at the nearest meeting.”;

c) Point i is added following Point h Clause 9 as follows:

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The Government shall elaborate this Point.”.

5. Point a Clause 1 Article 36 is amended as follows:

“a) Investment in programs, projects and tasks, and other objects of public investment of Ministries, ministerial agencies, Governmental agencies, other central-level agencies, and state-owned enterprises as prescribed in law on public investment;".

6. Some points and clauses of Article 38 are amended as follows:

a) Point a Clause 1 is amended as follows:

“a) Investment in programs, projects and tasks, and other objects of public investment falling under jurisdiction of local government in accordance with regulations of law on public investment, and the expenditures specified in point d clause 9 Article 9 of this Law;”;

b) Point b1 is added following point b clause 1 as follows:

“b1) Offsetting interest rate differences, management fees and grant of entrusted loans via policy banks for implementing socio-economic policies in localities;”;

c) Clause 4a is added following clause 4 as follows:

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7. Clause 1 Article 49 is amended as follows:

“1. After receiving budget estimates allocated by the Government or People’s Committees, central and local level-I budget estimate units shall arrange and allocate budget estimates to their affiliated budget-using units, units in charge of managing infrastructure property as prescribed in law on management and use of public property, units in charge of operating and maintaining infrastructure property, units assigned to perform tasks according to the Government’s regulations and units of inferior budgets if authorized to perform tasks to be covered by their budgets, and submit reports thereon to finance authorities of the same level and to the State Treasury where transactions are conducted. Arrangement and allocation of budget estimates must be made in a timely manner that meets the requirements laid down in Article 50 of this Law.”.

8. Clause 1 Article 74 is amended as follows:

“1. Pursuant to provisions of this Law, the Government shall provide regulations on management and use of budget for some activities of the Communist Party of Vietnam, some activities in the fields of national defense, security and external affairs, and some specific budget - financial mechanisms and policies applicable to Ho Chi Minh City, some provinces and central-affiliated cities, and special economic - administrative divisions, submit them to the Standing Committee of National Assembly for its opinions before implementation, and present to the National Assembly at its nearest meeting.”.

Article 5. Amendments to Law on Management and Use of Public Property

1. Clause 2 Article 17 is amended as follows:

“2. Pursuant to provisions of this Law and the Government's regulations on power decentralization, Provincial-level People’s Councils shall decide or grant power to make decisions on management and use of public property falling under jurisdiction of their provincial governments to district- and commune-level People’s Councils, People's Committees at all levels, Chairpersons of People's Committees at all levels, heads of specialized agencies affiliated to Provincial-level People’s Committees or heads of agencies, organizations and units.”.

2. Article 39 is amended as follows:

“Article 39. Maintenance and repair of public property at regulatory authorities

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2. The State shall provide funding for covering costs of maintenance and repair of public property at regulatory authorities according to policies, standards, technical-economic norms, and levels of expenditures on maintenance and repair of public property.

3. Power to issue and impose policies, standards, technical-economic norms, and levels of expenditures on maintenance and repair of public property:

a) Supervisory ministries shall provide for or request competent authorities to provide for policies, standards and technical-economic norms for maintenance and repair of public property falling under their management;

b) For types of public property for which policies, standards and technical-economic norms are not available as prescribed in point a of this clause, based on instructions of manufacturers and actual use of property, Ministers, heads of central government authorities, and Provincial-level People’s Committees shall provide for or grant power to provide for policies, standards and technical-economic norms for maintenance and repair or levels of expenditures on maintenance and repair of public property falling under their management;

c) For types of public property for which policies, standards and technical-economic norms for maintenance and repair and levels of maintenance and repair expenditures are not available as prescribed in point a and point b of this clause, heads of regulatory authorities assigned to manage and use public property or heads of agencies or units assigned to manage operation of public property shall make specific decisions on maintenance and repair and levels of expenditures on maintenance and repair of public property falling under their management.”.

3. Clause 2a is added following clause 2 and clause 3 Article 40 is amended as follows:

a) Clause 2a is added following Clause 2 as follows:

“2a. Transfer of property to local government for management and further disposal.”.;

b) Clause 3 is amended as follows:

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4. Clause 4 Article 41 is amended as follows:

“4. After appropriated, public property shall be disposed of adopting the following methods:

a) It shall be allocated to other agency, organization or unit for management and use as prescribed in Article 29 of this Law;

b) It is transferred as prescribed in Article 42 of this Law;

c) It is sold or liquidated as prescribed in Articles 40, 43 and 45 of this Law;

d) It is destroyed as prescribed in Article 46 of this Law;

dd) It is allocated to land fund development organization for management and further use as prescribed by the land law;

e) It is allocated to local housing management and trading authority for management and operation according to the Government’s regulations;

g) It is disposed of adopting other methods according to decisions of the Prime Minister.”.

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“Article 42a. Transfer of public property to local governments for management and further disposal

1. The public property to be transferred to local governments for management and further disposal includes working offices and other property existing at such working offices for which regulatory authorities assigned to manage and use have obviated the need.

2. Transfer of public property to local governments and management and use of public property after transfer shall comply with the Government’s regulations.”.

6. Point a Clause 2 Article 45 is amended as follows:

“a) Demolition or destruction. Materials or things which are recovered from the demolition or destruction and still fit for use shall be transferred, sold or put into use, where appropriate;”.

7. Clause 2 Article 56 is amended as follows:

“2. Power to approve plans for use of public property for commercial purposes:

a) Ministers and heads of central government authorities shall decide or grant power to make decisions on approval of schemes for use of public property at public service units falling under their management to heads of their affiliated agencies or units or heads of such public service units;

Clause 2 Article 57 is amended as follows:

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9. Clause 2 Article 58 is amended as follows:

“2. Power to approve schemes for contribution of public property to joint ventures or associations shall comply with provisions of clause 2 Article 56 of this Law.”.

10. Article 61 is amended as follows:

“Article 61. Depreciation and amortization of fixed assets at public service units

1. Amortization of fixed assets at public service units shall be taken into account, unless otherwise prescribed in clause 2 of this Article.

2. Depreciation of fixed assets of public service units shall be carried out in the following cases:

a) Fixed assets of public service units self-covering both recurrent expenditures and investment expenditures, except public service prices which do not include depreciation costs as prescribed by laws;

b) Fixed assets of public service units that are required to include depreciation costs of fixed assets in their service prices as prescribed by law;

c) Fixed assets of public service units which are not the ones prescribed in points a and b of this clause and are used for business, lease or contribution to join ventures or associations as prescribed by law.

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4. Fixed asset depreciation amounts shall be used for repaying debts which arise from borrowing or mobilization of capital for investment in or acquisition of such fixed assets (if any). The remaining depreciation amounts shall be paid to the fund for development of non-business operations or managed and used according to the financial mechanism adopted by the public service unit in case the fund for development of non-business operations is not established.”.

11. Some points and clauses of Article 65 are amended as follows:

a) Point d Clause 2 is amended as follows:

“d) Special-type or special-purpose property shall not be used for business purposes, lease or contribution to joint ventures or associations or to serve any other business operations, except use of land areas for national defense and security purposes in combination with production or economic development, and use of dual-use structures as prescribed in the land law and law on management and protection of national defense structures and military zones;”;

b) Clause 3 is amended as follows:

“3. Contents about establishment, management, use and disposal of special-type and special-purpose property at people’s armed forces which are not specified in clause 2 of this Article shall comply with relevant provisions of Section 3 of this Chapter, or relevant provisions of Section 4 of this Chapter in respect of property at public service units affiliated to people’s armed forces. Use of land areas for national defense and security purposes in combination with production or economic development shall comply with provisions of the land law; construction, management and use of dual-use structures shall comply with provisions of law on management and protection of national defense structures and military zones.”.

12. Clause 1 Article 66 is amended as follows:

“1. Establishment, management, use and disposal of property serving performance of management tasks at people’s armed forces shall comply with provisions of Section 3 of this Chapter; establishment, management, use and disposal of property serving performance of management tasks at public service units affiliated to people’s armed forces shall comply with provisions of Section 4 of this Chapter. Use of land areas for national defense and security purposes in combination with production or economic development shall comply with provisions of the land law; construction, management and use of dual-use structures shall comply with provisions of law on management and protection of national defense structures and military zones.”.

13. Clause 3 Article 78 is amended as follows:

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14. Clauses 2 and 3 Article 80 are amended as follows:

“2. Based on socio-economic development and management requirements, operation capacity, specific characteristics of each type of infrastructure facilities and the methods specified in clause 1 of this Article, entities assigned to manage infrastructure property shall formulate and submit schemes for operation of such infrastructure property to competent authorities or persons for approval. Formulation of schemes for operation of infrastructure property which are used for public purposes and generate no revenue and infrastructure property in other cases as prescribed by the Government is not be required.

3. Operation of infrastructure property shall be subject to regulations laid down in Articles 81, 82, 83 and 84 herein.”.

15. Point b clause 1 Article 81 is amended as follows:

“b) Other cases prescribed by the Government.”.

16. Clause 2a is added following clause 2 Article 87 as follows:

“2a. Transfer of property to local government for management and further disposal.”.

17. Article 89a is added following Article 89 as follows:

“Article 89a. Transfer of infrastructure property to local governments for management and further disposal

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2. Transfer of infrastructure property to local governments and management and use of infrastructure property after transfer shall comply with the Government’s regulations.”.

18. Some clauses of Article 109 are amended as follows:

a) Clause 4 is amended as follows:

“4. The following property shall be transferred to state budget:

a) Cash in VND;

b) Foreign currencies.”;

b) Clause 6 is amended as follows:

“6. Property items other than those subject to Clause 1, point a clause 4 and clause 5 of this Article, and property items which are specified in clauses 2 and 3 of this Article but are not allocated or transferred or disposed of adopting other methods shall be sold.

Property under established all-people ownership shall be sold in accordance with provisions of the law on property auction. Particularly, the following types of property shall be sold directly:

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b) Small-value property as prescribed by the Government;

c) Foreign currencies, unless otherwise prescribed in the law on foreign exchange;”;

c) Clause 7 is added following clause 6 as follows:

“7. Other methods of disposal as prescribed by law.”.

19. Article 110 is amended as follows:

“Article 110. Procedures for disposal of property under established all-people ownership

1. Property under established all-people ownership shall be disposed of following these procedures:

a) Develop a plan for disposal of property;

b) Approve the plan for disposal of property;

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2. The Government shall elaborate this Article.”.

20. Clause 4 and Clause 5 are added following Clause 3 Article 113 as follows:

“4. In case land and property on land that are public property are subject to land appropriation as prescribed in the land law, appropriation and disposal of land and property on land after appropriation shall comply with regulations of the land law.

5. After land and property on land are allocated or transferred in accordance with regulations of law on management and use of public property, procedures for registration of land-related changes may be followed in accordance with regulations of the land law.”.

21. Clause 3 is added following clause 2 Article 120 as follows:

“3. Other contents about management, use and exploitation of financial resources obtained from natural resources shall comply with in accordance with regulations of law on natural resources and relevant laws.”.

22. Some phrases in some points and clauses are added and amended as follows:

a) The phrase “Mặt trận Tổ quốc Việt Nam,” (“Vietnamese Fatherland Front,”) is added before the phrase “tổ chức chính trị - xã hội” (“socio-political organizations” in clause 5 Article 2, clause 3 Article 3, clause 1 Article 4, clause 5 Article 21, clause 3 Article 34, clause 2 Article 42, Article 68;

b) The phrase “, trực tiếp quản lý, xử lý đối với một số loại tài sản công” (“, directly manage and dispose of some types of public property") is added following the phrase “quản lý nhà nước đối với tài sản công” (“performing state management of public property”) in clause 4 Article 19;

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d) The phrase “quỹ khấu hao tài sản,” (“property depreciation fund,”) in point b clause 1 Article 50 is abrogated.

Article 6. Amendments to Law on Tax Administration

1. Clause 2 Article 5 is amended as follows:

“2. Tax authorities and other State agencies tasked with revenue administration shall implement tax administration as prescribed in this Law and other relevant provisions, ensuring publicity, transparency, equality and ensuring legitimate rights and benefits of taxpayers.

Tax officials shall assume responsibility to process tax dossiers on the basis of documents, instruments and information provided by taxpayers, databases of tax authorities, taxpayer-related information provided by competent authorities, and outcomes of the implementation of risk management measures in tax administration within the ambit of their responsibilities and duties, ensuring strict compliance with regulations of law on tax administration and other relevant tax-related laws.”.

2. Clause 1 Article 11 is amended as follows:

“1. Tax administration shall be modernized in terms of administration methods, administrative procedures, organizational structure, official and public employee forces; modern techniques and information technology shall be widely applied on the basis of existing databases containing accurate information on taxpayers and data inspection, supervision and analysis results so as to control all taxable entities and tax calculation bases; ensure fast and accurate estimation of state budget revenues; promptly identify and take actions against tax-related difficulties and violations; improve effectiveness and efficiency in tax administration; electronic invoice and record databases are used to serve the implementation of measures for managing fulfillment of tax liabilities.

The State shall ensure financial resources for performing the tasks defined in this clause, including prioritized allocation of state budget’s funding for medium-term and annual tasks for performing modernization tasks such as development of information technology systems, digital transformation, electronic invoices, electronic records, material facilities and equipment serving customs examination, supervision and control, analysis and classification, construction of digital customs and smart customs models, and other professional tasks in tax administration.”.

3. Clause 8 Article 16 is amended as follows:

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4. Clause 2 Article 17 is amended as follows:

“2. Provide accurate, truthful and adequate tax declarations and submit tax dossiers by prescribed deadlines; assume legal responsibility for the accuracy, truthfulness and adequacy of tax dossiers and other documents submitted to tax authorities to serve their processing of tax dossiers in accordance with regulations of law on taxation.”.

5. Some clauses of Article 42 are amended as follows:

a) Clause 4 is amended as follows:

“4. Regarding e-commerce, digital platform-based business and other services rendered by overseas providers, the overseas providers shall directly or authorize others to apply for taxpayer registration, declare and pay tax in Vietnam in accordance with regulations of the Minister of Finance.”;

b) Clause 4a is added following clause 4 as follows:

“4a. Regarding household businesses and individual businesses that do business on e-commerce platforms or digital platforms, organizations in charge of managing e-commerce exchanges or digital platforms with payment features (including domestic and foreign organizations) and other organizations performing digital economic activities as prescribed by the Government shall deduct, pay and declare deducted tax on behalf of these household businesses and individual businesses. Any household businesses and individual businesses that do business on e-commerce platforms or digital platforms but are ineligible to have their tax deducted and paid by others shall directly apply for taxpayer registration, declare and pay tax.

The Government shall provide detailed regulations on responsibility and methods for organizations in charge of managing e-commerce exchanges or digital platforms and other organizations performing digital economic activities to deduct, pay and declare deducted tax on transactions conducted on these e-commerce or digital platforms on behalf of household businesses and individual businesses; required documents and procedures for tax declaration, payment and refund for household businesses and individual businesses that do business on e-commerce or digital platforms.”.

6. Some Clauses of Article 47 are amended and abrogated as follows:

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“1. In case their tax declaration dossier submitted to the tax authority is found to be erroneous or inadequate, the taxpayer may submit supplementary documents within 10 years from the deadline for submission of the tax declaration dossier which is erroneous or inadequate in the following cases:

a) The supplementary documents are submitted before the tax authority or competent authority announces a decision on tax inspection or tax audit;

b) The tax declaration dossier is not subject to the scope and period of tax inspection or tax audit specified in the tax inspection or tax audit decision.

Regarding contents subject to the scope of tax inspection or tax audit, the taxpayer may submit supplementary documents and explanations in accordance with regulations of law on taxation, law on inspection and cases where conclusions or regulations of competent specialized agencies on contents concerning determination of taxpayers’ liability shall apply.”;

b) Clauses 2 and 3 are abrogated.

7. Point b clause 2 Article 59 is amended as follows:

“b) The late payment interest shall be charged continuously for the period starting from the day following the deadline or extended deadline for tax payment or the deadline written in the notice or tax liability imposition decision or handling decision issued by the tax authority to the day before the day on which the tax debt, tax refund recovered by tax authority, increase in tax payable, tax amount imposed or overdue tax is fully paid to state budget.”.

8. Clause 2 Article 61 is amended as follows:

“2. If the paid tax amount, late payment interest or fine is greater than that determined by the complaint settlement decision issued by a competent authority or the court decision or judgment, the overpaid amount will be refunded to the taxpayer.”.

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“1. Before exiting Vietnam, individual businesses, heads of household businesses, individuals who are legal representatives of enterprises, cooperatives or cooperative unions subject to compulsory enforcement of administrative decisions on tax administration, Vietnamese citizens exiting Vietnam to reside abroad, and Vietnamese people residing abroad and foreigners shall be required to fulfill their tax liability. Otherwise, they shall be suspended from exit in accordance with regulations of law on immigration if their tax debt exceeds the corresponding tax debt threshold for a time limit prescribed by the Government. The tax authority shall give an advance notice of exit suspension to the subject taxpayer.”.

10. Point a Clause 1 Article 72 is amended as follows:

“a) Supervisory tax authorities of taxpayers shall receive tax refund claims in accordance with tax laws; implement risk management measures, issue internal processes and apply information technology to classification of tax refund claims into claims eligible for refund before inspection or claims subject to inspection before refund, and process received claims as prescribed. Tax authorities in charge of managing amounts receivable shall receive claims for refund of overpaid amounts. In case of refund of overpaid amounts under a corporate income tax or personal income tax finalization dossier, the tax authority that received such tax finalization dossier shall receive claim for tax refund;”.

11. Clause 1 Article 76 is amended as follows:

“1. The Director General of the General Department of Taxation, Directors of Provincial Departments of Taxation, Directors of Sub-Departments of Taxation, and Directors of Regional Sub-Departments of Taxation shall decide tax refund in case of eligible claims as prescribed by tax laws.”.

12. Some points of clause 3 Article 125 are amended as follows:

a) Points b and c are amended as follows:

“b) Where any of the measures specified in points d, dd, e and g clause 1 of this Article cannot be taken, the next one in order shall be taken. The measures specified in points dd and e clause 1 of this Article shall be taken only when the tax authority has adequate information and conditions for taking the measure;

c) In case an enforcement decision is still effective but the tax authority has adequate information and conditions for taking another measure prescribed in clause 1 of this Article, this measure and the current one may be taken at the same time;”;

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“d) If there are reasonable grounds for determining that the taxpayer incurring tax debt attempts to liquidate assets or abscond, the competent person shall adopt appropriate enforcement measure(s) for promptly collecting and paying tax debt to state budget.”.

13. Clause 3 Article 75 and Clause 7 Article 124 are abrogated.

Article 7. Amendments to the Law on National Reserves

1. Article 3 is amended as follows:

“Article 3. Objectives of national reserves

The State forms and uses national reserves to proactively meet unexpected and urgent requirements in the prevention, combat and remedy of consequences of natural disasters, catastrophes, fires and epidemics, and to serve national defense and security, and external affairs of the Communist Party and the State of Vietnam.”.

2. Point d is added following Point c Clause 2 Article 13 as follows:

“d) Decide the central government budget-derived reserve funding used for restocking for commodities in national reserves released in the year in accordance with regulations of law on state budget.”.

3. Clauses 1 and 2 Article 35 are amended as follows:

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“dd) External affairs of the Communist Party and the State of Vietnam.”;

b) Point d is added following point c clause 2 as follows:

“d) When releasing commodities in national reserves to serve external affairs of the Communist Party and the State of Vietnam, the Ministry of Foreign Affairs of Vietnam, Ministry of Public Security of Vietnam, Ministry of National Defence of Vietnam or other relevant Ministries or central-level authorities cooperate with the Ministry of Foreign Affairs of Vietnam to submitting written request to the Ministry of Finance of Vietnam for appraisal and submission to the Prime Minister for decision.”.

4. Point b Clause 2 Article 12 and Point d Clause 1 Article 13 are abrogated.

Article 8. Amendments to Law on Personal Income Tax

1. Heading of Article 24 is amended and Point a1 is added following point a Clause 1 Article 24 as follows:

a) Heading of Article 24 is amended as follows:

“Article 24. Responsibilities of income payers, organizations managing e-commerce exchanges or digital platforms with payment features, other organizations performing digital economic activities; responsibilities of taxpayers that are residents”;

b) Point a1 is added following point a clause 1 as follows:

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2. Article 33 is amended as follows:

“Article 33. Responsibilities of income payers, organizations managing e-commerce exchanges or digital platforms with payment features, other organizations performing digital economic activities; responsibilities of taxpayers that are non-residents

1. Income payers shall deduct and pay tax to state budget whenever it is incurred from taxable incomes paid to taxpayers.

2. Organizations in charge of managing e-commerce exchanges or digital platforms with payment features and other organizations performing digital economic activities as prescribed by the Government shall deduct, pay and declare deducted tax on transactions conducted on such e-commerce platforms or digital platforms on behalf of households and individuals.

3. Taxpayers that are non-residents shall declare and pay tax on their taxable incomes in accordance with regulations of law on tax administration.”.

Article 9. Amendments to Law on Penalties for Administrative Violations

1. The second paragraph of Point a Clause 1 Article 6 is amended as follows:

“The prescriptive period of administrative violations against regulations on taxation or independent audit shall comply with in accordance with regulations of law on tax administration and law on independent audit;”.

2. Some points and clauses of Article 24 are amended as follows:

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b) The phrase “; kiểm toán độc lập” ("; independent audit”) is added following the word “cạnh tranh” (“competition”) in clause 3.

Article 10. Effect

1. This Law comes into force from January 01, 2025, unless otherwise prescribed in Clauses 2, 3, 4 and 5 of this Article.

2. Provisions on professional investors’ purchase, trading and transfer of privately placed corporate bonds, as amended in point b clause 3 and clause 9 Article 1 of this Law; provisions on equity in point a clause 11 Article 1 of this Law come into force from January 01, 2026.

3. Provisions of point b clause 3 and point a clause 4 Article 3 of this Law come into force from January 01, 2026.

4. Provisions of Article 4 of this Law come into force from the budget year of 2025.

5. Provisions of point b clause 5 Article 6 of this Law come into force from April 01, 2025.

Article 11. Transition

1. Transitional provisions on amendments to the Law on Securities:

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b) If information to be disclosed before a private placement of corporate bonds has been sent to the Stock Exchange before January 01, 2026 but the distribution of bonds is yet to be completed, such distribution of bonds shall still comply with provisions of the Law on Securities No. 54/2019/QH14 and the Law on Enterprises No. 59/2020/QH14, as amended by the Law No. 03/2022/QH15. Upon completion of such distribution, privately placed bonds shall comply with provisions of this Law;

c) Applications for registration of public offering of securities and applications for registration of public company which have been submitted to SSC before the effective date of this Law and are considered adequate and valid shall continue to be processed in accordance with provisions of the Law on Securities No. 54/2019/QH14;

d) If a public company that has shares listed or registered for trading before January 01, 2021 stills meets the requirements laid down in the Law on Securities No. 70/2006/QH11, as amended by the Law No. 62/2010/QH12, but fails to meet the requirements laid down in point a clause 11 Article 1 of this Law by January 01, 2026, its status of public company shall be cancelled as prescribed in clause 15 Article 1 of this Law, unless its status of public company is cancelled under a decision of the General Meeting of Shareholders before January 01, 2026.

2. Transitional provisions on amendments to the Law on Management and Use of Public Property:

a) The selling of public property which is land and property on land at agencies, organizations or units according to decisions issued by competent authorities or persons according to regulations in force before the effective date of this Law shall continue to be carried out in accordance with regulations of law in force before the effective date of this Law if the starting prices or selling prices of such public property have been decided by competent authorities or persons, unless otherwise prescribed in point b of this clause;

b) The ongoing implementation of decisions, issued before January 01, 2025, to dispose of house, land of enterprises that are subject to re-arrangement plans approved by competent authorities or persons by means of appropriation, selling of property on land, transfer of land use rights, or transfer of property to local governments for management and further disposal shall continue complying with provisions of the Law on Management and Use of Public Property No. 15/2017/QH14, as amended by the Law No. 64/2020/QH14, the Law No. 07/2022/QH15, the Law No. 24/2023/QH15, the Law No. 31/2024/QH15 and the Law No. 43/2024/QH15.

This Law is ratified by the 15^th National Assembly of the Socialist Republic of Vietnam during its 8^th session held on November 29, 2024.

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