You are using an outdated browser and your browsing experience will not be optimal. Please update to the latest version of Microsoft Edge, Google Chrome or Mozilla Firefox. Install Microsoft Edge

April 19, 2022

Vietnam Updates Regulations on Organization and Operation of Private Schools

Subscribe to Updates

On December 30, 2021, Vietnam’s Ministry of Education and Training issued Circular No. 40/2021/TT-BGDDT promulgating the Regulations on Organization and Operation of Private Primary Schools, Secondary Schools, High Schools, and Multi-level Schools (Circular 40), which took effect on February 14, 2022, replacing Circular No. 13/2011/TT-BGDDT.

Circular 40 sets forth provisions for the organization and operation of private primary and secondary schools, including regulations on school organization and management; teachers, administrators, staff, and students; facilities, finances and assets; inspection, examination, and accreditation of education quality, rewards, and handling of violations.

School Board

Circular 40 has replaced the term “Board of Management” of the school, which had previously caused much confusion and misunderstanding under Circular 13, with the term “School Board.” Similarly, to avoid any confusion and inconsistency, Circular 40 also has removed regulations on “members’ councils,” which would typically be subject to the laws on enterprises, but are not under the regulations on schools.

The provisions related to the School Board, summarized below, are the most significant changes introduced by Circular 40.

Establishment and Composition

Circular 40 affirms that the School Board of a private high school is the governing body of the school.

The members of the School Board of a private school comprise representatives of the investors and members within and outside the school who are elected or decided upon by a meeting of the investors, and recognized by the competent authority (e.g., chairperson of the district or provincial People’s Committee, depending on the level of the school). Any changes to the members of the School Board must be submitted annually to the competent authority for recognition.

The term of the School Board is five years. In a new requirement under Circular 40, the School Board must have an odd number of members, with at least five and no more than 15 people.

Rights and Obligations

Under Article 7.4 of Circular 40, the School Board has the following rights and obligations:

  • To decide on the school’s strategy, vision, and development plan, to submit to the investor’s or owner’s meeting for approval.
  • To decide on the regulations on the organization and operation of the school, to submit to the investor’s or owner’s meeting for approval.
  • To approve the plan on organizational structure and issues related to the organization and personnel of the school on the basis of the proposal of the principal; to recommend the addition or dismissal of members of the School Board; to propose the recognition or dismissal of the principal or vice-principal of the school, to submit to the investor’s or owner’s meeting for approval and to submit to the competent authority for consideration and decision on recognition.
  • To approve the school’s educational plan; to supervise enrollment activities and the organization and implementation of activities according to the school’s educational plan.
  • To supervise the implementation of resolutions of the School Board, the management of the school’s finances and properties, and the implementation of the democratic regulations in the school’s activities.

 School Board Meetings

Under Article 7.5 of Circular 40, meetings of the School Board are regulated as follows:

  • Regular meetings must be held at least three times per year.
  • A meeting is recognized as valid when at least three-quarters of the members, including the president, are in attendance.
  • In necessary cases, at the request of the principal or more than half of the members, the president may convene an unscheduled meeting to resolve issues arising in the school. The School Board may meet by way of a written consultation. The School Board can invite representatives of other parties (who are not members) to attend School Board meetings when necessary.
  • A resolution of the School Board is adopted and takes effect when it is agreed upon by at least two-thirds of the members present. School Board resolutions are publicly announced throughout the school.

The threshold rates for requesting unscheduled meetings and the threshold votes for passing a School Board resolution are new provisions under Circular 40.

Other Provisions

Except for the new concept of the School Board, the organizational structure of a private school under Circular 40 remains similar to the previous organizational structure under Circular 13. The conditions and qualifications for the principal, vice-principal, teachers, administrators, staff, students, facilities, finances and assets of a private school also do not have material changes in comparison to previous regulations under Circular 13.

There are, however, some changes to the provisions for the principal. The term of office of the principal is five years under Circular 13. Circular 40 further states that the term of office of a foreign principal will be in accordance with the term of his/her work permit and will not exceed five years. Circular 40 also provides that a person cannot concurrently serve as the principal of more than one private school.

Related Professionals

Practices

Corporate/M&A

Location

RELATED INSIGHTS​ 

February 7, 2025
Vietnam’s political system is currently undergoing a significant reorganization to streamline government operations and improve efficiency. In this regard, Plan 141/KH-BCDTKNQ18, issued on December 6, 2024, provided guidelines on the restructuring of existing ministries, ministerial-level agencies, and government-affiliated agencies. Accordingly, the number of ministries is being reduced from 18 to 14 through mergers and consolidations and the establishment of a new Ministry of Ethnic and Religious Affairs. The number of ministerial-level agencies is being reduced to three, and government-affiliated agencies to five. Similar streamlining is happening at provincial levels. The newly consolidated state agencies will assume all functions, rights, and responsibilities of the merged entities, and will continue handling all ongoing matters previously handled by the former agencies. Some examples of these changes include the following: The Ministry of Science and Technology (MOST) will oversee telecommunications, IT applications, cybersecurity, e-transactions, and national digital transformation, which had previously been managed by the Ministry of Information and Communications (MIC). MOST will also be responsible for issuing licenses related to these areas, such as licenses for G1 online game services and telecommunication services. The Ministry of Culture, Sports, and Tourism will assume the responsibility of press management, previously under the MIC. The Ministry of Finance will assume state management functions related to investment, previously handled by the Ministry of Planning and Investment. Provincial Departments of Finance will issue Investment Registration Certificates and Enterprise Registration Certificates, a responsibility previously held by the Departments of Planning and Investment. The Ministry of Home Affairs will oversee labor and employment matters. Provincial Departments of Home Affairs will be authorized to issue work permits and will be the designated authorities for companies to register their internal labor regulations. Advantages for Businesses The restructuring aims to simplify regulations and expedite licensing processes. By reducing the number of agencies
Read More
January 16, 2025
On January 13, 2025, Thailand’s cabinet approved in principle the draft Entertainment Complex Act, as proposed by the Ministry of Finance. This landmark legislative proposal, which would allow casinos as part of larger “entertainment complexes,” will now proceed through further parliamentary review and approval. Key provisions of the draft act are described below. Corporate structure: Entertainment complexes must be operated by Thai-registered limited companies or public limited companies with a minimum paid-up capital of THB 10 billion. Directors of the licensed entity must be individuals and have the qualifications and none of the prohibited characteristics specified in the draft act. The draft act does not impose restrictions on foreign-majority ownership structures; however, it is worth monitoring whether any amendments addressing this matter are introduced during the legislative process. Operating conditions: Each entertainment complex must be located in an area designated under a royal decree. It must also include at least four types of entertainment businesses listed in the annex to the draft act (e.g., shopping mall, hotel, sports stadium, amusement park), along with a casino. The allocation of casino space must comply with regulations to be specified at a later date. Licensing conditions: Licenses will be valid for 30 years, renewable in increments of up to 10 years. The license issuance fee is THB 5 billion, the annual fee is THB 1 billion, and the renewal fee is THB 5 billion. The Entertainment Complex Policy Committee, chaired by the prime minister, will review and approve applications. Online gambling restrictions: Licensees are prohibited from offering gambling through internet-connected systems or electronic devices that allow access from outside the casino premises. Labor requirements: Thai and foreign employee ratios must adhere to prescribed regulations. Land privileges: Lease agreements for land use are limited to 50 years. Renewal is permitted for up to
Read More
January 15, 2025
Myanmar’s Directorate of Investment and Company Administration (DICA) has issued new documentation requirements for Myanmar-registered companies making changes to their shares or directors. Effective January 8, 2025, the DICA will only approve such changes when accompanied by specific supporting evidence as required under the Myanmar Companies Law 2017 (MCL). Key Changes and Requirements For share transfers, companies must submit the required application form, along with the following documents: Resolution from the company’s board of directors approving the change of shares or share transfer. Copy of the share-transfer agreement signed by both parties, with proof of stamp duty payment. For director changes, companies must submit the required application form, along with the following documents: Copy of new director’s ID or passport. Shareholder resolution approving the change of the director(s). New director’s consent to act (for appointments) or signed resignation (for departures) In addition to announcing the new documentation requirements, the DICA also reminded companies of an April 2023 announcement that requires companies to submit certain other required documentation within two months of establishment to the DICA by email. Next Steps Companies planning share transfers or director changes must ensure they prepare the complete documentation package before submission to the DICA. For more information on this announcement or assistance with corporate secretarial matters, please contact Tilleke & Gibbins at [email protected].
Read More
January 10, 2025
Project finance specialists from Tilleke & Gibbins’ Bangkok office have once again contributed the Thailand chapter to the latest edition of The Legal 500’s Project Finance guide. Part of The Legal 500’s Country Comparative Guides series, the publication serves as a valuable resource for investors and businesses seeking detailed insights into project finance in key jurisdictions worldwide. Each Q&A-style chapter offers comprehensive guidance on the legal frameworks impacting various aspects of project finance, including: Ownership structures and corporate governance; Security interests, regimes, and enforcement; Regulatory requirements and consents; Foreign exchange considerations; Environmental, social, and governance (ESG) issues; Public-private partnerships; Foreign judgments; Tax considerations; Common funding structures; and Insurance law principles. In addition to the Thailand chapter, Tilleke & Gibbins has contributed the Vietnam chapter to the guide. The Thailand chapter is available as a PDF through the link below. The full guide can also be accessed for free on The Legal 500 website.
Read More