TỔNG HỢP 10 ĐIỂM MỚI CỦA LUẬT DOANH NGHIỆP (SỬA ĐỔI) CÓ HIỆU LỰC TỪ 01/07/2025 / 10 NEW POINTS OF TH

The Law amending and supplementing a number of articles of the Law on Enterprises No. 76/2025/QH15 was adopted by the National Assembly on 17 June 2025 and officially takes effect from 01 July 2025 (hereinafter referred to as the “Amended Law on Enterprises 2025”). This is one of the important legal documents aimed at improving the regulatory framework governing the organization, management, and operation of enterprises in the new context. This amendment focuses on enhancing transparency, increasing the accountability of enterprise managers, controlling beneficial ownership, tightening conditions for enterprise registration, and strengthening the supervisory role of state authorities. Below are 10 notable new points of the Law on Enterprises (Amended) 2025:

1. New provisions on “beneficial owners of enterprises with legal personality”

The Amended Law on Enterprises 2025 has officially introduced the concept of the “Beneficial Owner of an enterprise with legal personality,” as stipulated in Clause 35 Article 4, which provides: “35. Beneficial owner of an enterprise having juridical person status (hereinafter referred to as “beneficial owner”) means an individual who has actual ownership of charter capital of or has controlling interest in that enterprise, except a direct representative of owner in a wholly state-owned enterprise or a representative for the State’s portion of capital at a joint-stock company or a multi-member limited liability company in accordance with regulations of law on management and use of state capital in enterprises.”

Accordingly, this is the first time the law has clarified the entity behind enterprise operations, not only in terms of legal form but also in terms of actual control and governance. This represents an important step toward enhancing ownership transparency, thereby helping to prevent acts such as tax evasion, money laundering, and the abuse of legal entities to conceal the true identity of individuals controlling enterprises.

Other provisions relating to this subject have also been amended and supplemented, including Clause 5a Article 8; Point g Clause 1 Article 11; Clause 3 Article 20; Clause 3 Article 21; Clause 3 Article 22; Clause 10 Article 23; Clause 5 Article 25; Clause 1 Article 31; Clause 1a Article 33; Point h Clause 1 Article 216; and Clause 6 Article 217 of the Law amending and supplementing a number of articles of the Law on Enterprises No. 76/2025/QH15.

2. Amendments to subjects not entitled to establish and manage enterprises

Pursuant to Points b and e Clause 2 Article 17 of the Law on Enterprises 2020, as amended by Point b Clause 6 Article 1 of the Amended Law on Enterprises 2025, adjustments have been made to two groups of subjects who are not entitled to establish and manage enterprises in Vietnam, specifically:

- Officials and public employees as defined by the Law on Officials and the Law on Public Employees, except those who are allowed to establish and manage enterprises according to regulations of law on science, technology, innovation and national digital transformation;

- A person who is facing criminal prosecution, kept in temporary detention, serving an imprisonment sentence, serving an administrative penalty in a correctional institution or rehabilitation center, has limited legal capacity or is incapacitated, is not able to control his/her own behaviors, or is banned by the court from holding certain positions or doing certain works; other cases as prescribed by the Law on Bankruptcy and the Anti-corruption Law.

Accordingly, compared with the Law on Enterprises 2020, the Amended Law on Enterprises 2025 has expanded the exceptions applicable to cadres, civil servants, and public employees, allowing these subjects to participate in establishing and managing enterprises in the fields of science and technology and digital transformation, thereby promoting innovation within the public sector. At the same time, with respect to the group of persons subject to criminal proceedings or coercive measures, although the core content remains largely unchanged, the wording has been standardized to ensure consistency with specialized laws and greater clarity in application.

3. New provisions allowing civil servants to contribute capital to enterprises implementing digital transformation

Pursuant to Point b Clause 3 Article 17 of the Law on Enterprises 2020, as amended by Point b Clause 6 Article 1 of the Amended Law on Enterprises 2025, the scope allowing cadres, civil servants, and public employees to contribute capital or acquire shares in enterprises has been expanded in certain special cases. Specifically, the amended provision states: “The entities that are not allowed to contribute capital to enterprises as prescribed in the Law on Officials, the Law on Public Employees and the Anti-corruption Law, unless they are allowed to do so according to regulations of law on science, technology, innovation and national digital transformation.”

Accordingly, the amended law introduces an exception allowing cadres, civil servants, and public employees to contribute capital, purchase shares, or acquire capital contributions in joint-stock companies, limited liability companies, and partnerships, provided that such activities are implemented within the framework of policies promoting science and technology, innovation, and digital transformation in accordance with applicable laws. This amendment aims to concretize the policy set out in Resolution No. 57-NQ/TW dated 22 December 2024 of the Politburo on breakthroughs in the development of science and technology, innovation, and national digital transformation.

4. New provisions on conditions for private placement of bonds

Under Point c1 Clause 3 Article 128 of the Law on Enterprises 2020, as amended and supplemented in 2025, a joint-stock company that is not a public company conducting a private placement of bonds must, in addition to the existing conditions, satisfy one additional requirement from 01 July 2025, as follows:

“c1) Total amount of liabilities of the issuer (including the value of bonds to be issued) shall not exceed an amount equaling 05 times its equity specified in its audited financial statements of the year preceding the year of the private placement, except the issuer that is a state-owned enterprise, enterprise issuing bonds for implementing a real estate project, credit institution, insurer, reinsurer, insurance brokerage company, securities company or securities investment fund management company, and thus must comply with relevant laws;”

The introduction of this debt-to-equity ratio limit aims to control financial risks and enhance transparency and safety in the corporate bond market, particularly in light of recent violations involving private bond issuances exceeding the financial capacity of issuing enterprises.

5. Abolition of enterprise registration via digital signature and business registration account

Pursuant to Clause 12 Article 1 of the Amended Law on Enterprises 2025, Clauses 3 and 4 Article 26 of the Law on Enterprises 2020 are abolished as follows:

“3. Applicants may choose between digital signatures and business registration accounts for online enterprise registration.

4. A business registration account means an account created by the National Enterprise Registration Information System for an individual to apply for online enterprise registration. The account holder is legally responsible for the obtainment and use of the account for online enterprise registration.”

Accordingly, enterprise registration via electronic networks using digital signatures and business registration accounts will no longer be accepted. In addition, Article 26 is supplemented with the following provision: “The Government shall provide detailed regulations on documentation, sequence and procedures, and interconnected processing in enterprise registration, and online enterprise registration.” This amendment aims to enhance flexibility and adaptability to technological changes, particularly in the context of the current era of digital transformation.

6. Amendment to the provisions on termination of operation of branches, representative offices, and business locations

Clause 1 Article 213 of the Law on Enterprises 2020 stipulates the termination of operation of branches, representative offices, and business locations as follows: “Shutdown of branches, representative offices, business locations of an enterprise shall be decided by the enterprise or under a decision to revoke the certificate of branch/representative office registration issued by a competent authority.”. 

Clause 24 Article 1 of the Law amending and supplementing a number of articles of the Law on Enterprises 2025, effective from 01 July 2025, supplements this provision as follows: “Shutdown of branches, representative offices and business locations of an enterprise shall be decided by the enterprise or under a decision to revoke the enterprise registration certificate/certificate of branch/representative office/business location registration issued by a competent authority.”. 

Accordingly, the authority to decide on the termination of operation of branches, representative offices, and business locations is expanded. Competent state authorities may not only revoke the certificate of registration of operation of branches or representative offices but may also revoke the enterprise registration certificate and the registration of business locations. At the same time, instead of only revoking the “certificate of registration of operation” of each unit, the regulation now also includes the revocation of the enterprise registration certificate and the certificate of registration of business locations, thereby clarifying the legal circumstances leading to termination of operation.

This new provision helps cover a broader range of practical situations, particularly when the enterprise registration of the entire company is revoked, resulting in the termination of all dependent units, rather than handling each unit separately as previously.

7. Amendments to provisions on capital contributions, shares, and dividends

a. Amendment to the definition of dividends

The definition of dividends is provided in Clause 5 Article 4 of the Law on Enterprises 2020 as follows: ““Dividend” means a net profit on each share in cash or other assets”. 

The Law amending and supplementing a number of articles of the Law on Enterprises 2025 amends the definition of dividends in Point a Clause 1 Article 1 as follows:  “Dividend means after-tax profit paid on each share in cash or other assets”. 

In substance, the definition of dividends does not change significantly; however, the terminology has been adjusted to be more consistent with legal and financial expressions. For example, although “net profit” and “after-tax profit” are legally equivalent in nature, both referring to the remaining profit after deduction of corporate income tax and lawful expenses, the term “after-tax profit” is more commonly used and more precise in accounting and finance. In addition, the term “cash” has been replaced by “money,” which carries a broader meaning. Instead of referring only to “cash,” the term “money” may also include bank transfers, electronic money, and other forms of payment, rather than being limited to physical cash.

Accordingly, although the substance of the concept of dividends remains unchanged, the legal expression has been adjusted to ensure greater consistency and appropriateness for the legal field in general and related sectors such as accounting and finance.

b. Amendment to the definition of market price of capital contribution or shares 

Clause 14 Article 4 of the Law on Enterprises 2020 defines the market price of a capital contribution or share as follows:  ““market value” of a stake or share means the price at which the stake or share is traded on the market at the nearest time, the price agreed on by the buyer and the seller, or the price determined by a valuation organization.”. 

Point b Clause 1 Article 4 of the Law amending and supplementing the Law on Enterprises 2025 amends the definition of the market price of a capital contribution or share as follows:

“Market price of a stake or share means:

a) The average trading price over a consecutive period of 30 days before the price determination date, or the price agreed upon between the seller and the buyer, or the price determined by a qualified valuation organization, in respect of shares listed or registered for trading on securities trading system;

b) The price at which the stake or share is traded on the market at the nearest time, or the price agreed upon between the seller and the buyer, or the price determined by a qualified valuation organization, in respect of stakes or shares other than those specified in point a of this clause.”

This is an important new point in the Law amending and supplementing the Law on Enterprises 2025 that should be noted. The new provision on the definition of the market price of capital contributions or shares increases the level of detail and clearly separates two groups of subjects, namely listed shares and non-listed capital contributions/shares, in order to better reflect market practices and ensure a more transparent pricing mechanism. At the same time, the new regulation further specifies the concept of the “average price during the most recent 30 trading days” instead of generally referring to the “market transaction price” as in the previous regulation. This enhances objectivity and better reflects the market value of listed shares, thereby preventing abuse or valuation manipulation in major transactions or transfers.

The concept of the market price of capital contributions or shares has undergone a significant change by clearly dividing the subjects into two groups: listed shares, which use the 30-day average price consistent with international practices and securities market standards; and non-listed capital contributions or shares, which continue to apply the previous method to maintain flexibility.

8. Amendment to the liability of the legal representative of an enterprise

Clause 2 Article 13 of the Law on Enterprises 2020 has been amended by Clause 4 Article 1 of the Law amending and supplementing the Law on Enterprises 2025 as follows: “The enterprise’s legal representative shall assume personal responsibility, as prescribed by law, for any damage caused to the enterprise as a result of his/her failure to discharge the responsibilities specified in Clause 1 of this Article.”. 

The previous provision only bound the legal representative by internal responsibility. When a violation occurred, there was no specific legal basis for sanctions, which created difficulties in practical enforcement. Therefore, the new provision expands the scope of liability of the legal representative through the phrase “in accordance with the law”, meaning that the legal representative may now bear legal liabilities such as civil liability, administrative liability, or criminal liability, depending on the nature and consequences of the violation.

9. Amendment to provisions on prohibited acts 

Under the new provisions of the Law amending and supplementing the Law on Enterprises 2025, two prohibited acts have been amended and supplemented as follows:

- Providing forged, dishonest or incorrect information when submitting an application for enterprise registration or application for changes to enterprise registration information.

- Making a fictitious declaration of charter capital through failure to contribute adequate charter capital as registered without following procedures for registration of change in charter capital as prescribed by law; deliberately carrying out incorrect valuation of contributed assets.

This new provision introduces minor changes in wording and legal terminology. Although these changes are relatively small and mainly involve adjustments in language, they clarify the nature of the prohibited acts, strengthen accountability, and facilitate enforcement by regulatory authorities.

10. Amendment and supplementation of provisions on cases where a joint stock company may reduce its charter capital

From 01 July 2025, a Joint Stock Company may reduce its charter capital in the following cases:

• The decrease is made according to the GMS’s decision in which case the company will return part of the contributed capital to its shareholders in proportion to their holdings if the company has operated for at least 02 consecutive years from the enterprise registration date, excluding the registered period of business suspension, and is able to fully pay its debts and other liabilities after the return of capital to its shareholders;
• The company repurchases the sold shares in accordance with Article 132 and Article 133 of the Law on Enterprises 2020; 
• Charter capital is not fully and punctually contributed by the shareholders as prescribed in Article 113 of  the Law on Enterprises 2020; 
• The company returns the contributed capital upon request or under the conditions written in certificates of redeemable preference shares to their holders in accordance with provisions of this Law and the company’s Charter.

Accordingly, pursuant to Clause 17 Article 1 of the Law amending the Law on Enterprises 2025, the cases in which a Joint Stock Company may reduce its charter capital have been amended. Specifically, in the case where the reduction is decided by the General Meeting of Shareholders, the new law clarifies that the period of “02 years of business operations” does not include the period of business suspension, instead of generally calculating the period from the date of enterprise registration as before. In addition, the new provision supplements an additional case where the company refunds contributed capital to shareholders holding redeemable preference shares.