Key Changes Under The New Law On Enterprises And Its Guiding Documents Applicable From 1 July 2025

2025 marks an important milestone in the development and completion of the legal framework, including efforts to create a favorable legal environment for businesses operating in Vietnam.   Accordingly, Law No. 76/2025/QH15 (National Assembly, on 17 June 2025), on amending and supplementing a number of articles of the Law on Enterprise 2025 (“Law amending and supplementing a number of articles of the Law on Enterprise 2025”), Decree No. 168/2025/ND-CP (Government, 30 June 2025) on enterprise registration (“Decree 168”), and Circular No. 68/2025/TT-BTC (Ministry of Finance, 01 July 2025), promulgating the forms used for business registration and household business registration (“Circular 68”) have been promulgated and take effect from 1 July 2025.  Notably, these changes are not only linked to requirements of transparency and digital transformation but also intended to implement the recommendations of the Financial Action Task Force (FATF) on anti-money laundering and combating the financing of terrorism; while ensuring consistency with the Law on Anti-Money Laundering (National Assembly, 15 November 2022) and pilot policies on science – technology, innovation and digital transformation under Resolution No. 193/2025/QH15 (National Assembly, 19 February 2025).

1. Amendment to the definition of dividends

Previously, dividends were defined under Article 4.5, Law on Enterprises 2020 as net profits distributed per share in cash or other assets.  However, with the enactment of the Law amending and supplementing a number of articles of the Law on Enterprise 2025, this definition has been amended under Article 1.1 (a) Law amending and supplementing a number of articles of the Law on Enterprises 2025 thereof to “Dividends are profits after tax distributed per share in cash or other assets.”

Although there is no significant change in its nature, the amendment from "net profits" to "profit after tax" makes the definition of dividends clearer and more precise in accounting and finance.  At the same time, the term "cash" has been replaced with "money," thereby expanding the scope of payment beyond physical cash, which aligns with the modern era and enhances digital transformation.

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

Previously, under Article 4.14, Law on Enterprises 2020, the market price of capital contributions or shares was defined as the transaction price on the market at the immediately preceding time, the price agreed upon between the seller and buyer, or the price determined by a valuation organization.  Under current regulations, this concept has been amended and further specified in Article 1.1 (b), Law amending and supplementing a number of articles of the Law on Enterprises 2025, specifically as follows:

"The market price of capital contributions or shares is:

1. a) The average trading price over the 30 consecutive days preceding the valuation date, the price agreed upon between the seller and buyer, or the price determined by an appraisal organization for listed shares registered for trading on the stock exchange system;
2. b) The market trading price at the immediately preceding time, the price agreed upon between the seller and buyer, or the price determined by an appraisal organization for capital contributions or shares not falling under point a of this clause."

From the above definition, it can be seen that the current regulations clearly distinguish between listed shares and unlisted capital contributions or shares.  Furthermore, the law now specifies the criterion of "average trading price over the 30 consecutive days preceding the valuation date" instead of the previous "market trading price," enhancing objectivity and accurately reflecting the market value of listed shares. The new regulation also limits the potential for abuse or fraud in valuation, especially in large-scale transfer transactions.  This regulation not only strengthens objectivity and prevents fraud in major transfer transactions but also has practical significance in determining tax obligations and enterprise valuation in M&A transactions, ensuring transparency and minimizing disputes.

For transactions involving shares, capital contributions continue to follow the previous mechanism to ensure flexibility.

3. New regulation on "beneficial owners of legal entity enterprises"

This is the first time that the concept of Beneficial Owners of legal entity enterprises ("Beneficial Owners") is specifically defined in the legal system under Article 1.1 (d), Law amending and supplementing a number of articles of the Law on Enterprises 2025 , as follows: "A Beneficial Owner of a legal entity enterprise (hereinafter referred to as the beneficial owner) is an individual who has actual ownership of the charter capital or exercises control over the enterprise, except for representatives of owners directly held by the State with 100% charter capital and representatives of state capital in joint-stock companies or multi-member limited liability companies in accordance with laws on state capital management and investment in enterprises."

This is considered an important step as it clarifies the entities with actual control and governance over enterprises, aiming to meet international commitments on anti-money laundering and counter-terrorism financing; it also helps reduce anonymous ownership, tax evasion, and commercial fraud while enhancing transparency in ownership structure and corporate governance. A notable new point is the recognition of “indirect ownership,” meaning an individual not directly named but still exercising control of 25% or more of charter capital or voting rights. This provision particularly affects foreign-invested enterprises (FDI), which often have multi-layered ownership structures, compelling parent companies and foreign investors to fully declare their beneficial ownership in Vietnamese enterprises.

Article 17, Decree No. 168 provides detailed guidance on the criteria for identifying beneficial owners of an enterprise, as individuals who meet one of the following criteria:

• Directly or indirectly owning at least 25% of the charter capital or 25% of the total voting shares of the enterprise (indirect ownership refers to ownership through another organization);
• Having control through at least one of the following: appointing, dismissing, or removing the majority or all members of the board of directors, chairman of the board of directors, chairman of the members' council; legal representative, director, or general director of the enterprise; amending or supplementing the enterprise charter; changing the organizational management structure; reorganizing or dissolving the company.

4. Supplement the obligation for enterprises to collect, update, retain, and provide information on Beneficial Owners upon request

Law amending and supplementing a number of articles of the Law on Enterprise 2025 clearly stipulates enterprises’ obligations to collect, update, retain, and provide information on Beneficial Owners.  Specifically:

• Collect, update, and retain information on Beneficial Owners; provide such information to competent state authorities to identify Beneficial Owners upon request (Article 1.2);
• Notify the business registration authority of any changes in information on Beneficial Owners, except for listed companies and companies registered for trading on the stock exchange (Article 1.13);
• Retain the list of Beneficial Owners (if any) at the principal office or other locations stipulated in the company charter; the retention period is in accordance with the law (Article 1.3).

Notably, Article 1.10, Law amending and supplementing a number of articles of the Law on Enterprises 2025, for newly established enterprises, registration dossiers must include information on Beneficial Owners (if any) in addition to information and documents required under the Law on Enterprises 2020.  For enterprises established before 1 July 2025, the supplementary declaration of such information is not mandatory immediately upon the law’s effectiveness but shall be carried out concurrently with the earliest arising procedures for change or notification of changes in enterprise registration, unless the enterprise voluntarily declares earlier.  Such declaration shall follow the new templates under Circular 68.

Pursuant to Decree No. 122/2021/ND-CP (Government, 28 December 2021) on administrative sanctions in the field of planning and investment, enterprises violating obligations relating to the Beneficial Owner shall be sanctioned accordingly. Specifically, declaring false information may result in fines of VND 20,000,000 – 30,000,000 or even revocation of the Enterprise Registration Certificate in case of falsification of dossiers; failure to notify or late notification may be subject to a warning or a fine up to VND 30,000,000 and compelled supplementation; failure to retain the list of Beneficial Owners may result in fines of VND 30,000,000 – 50,000,000. At present, there are no direct sanctions applicable to the Beneficial Owner, so the above provisions are considered the general legal basis for handling violations and the foundation for enterprises to comply and mitigate legal risks.

5. Allowance for officials, civil servants and public employees to establish, manage, or contribute capital to enterprises

Law amending and supplementing a number of articles of the Law on Enterprises 2025 allows officials, civil servants and public employees to participate in establishing and managing enterprises in the fields of science, technology, innovation, and digital transformation.

This provision is aligned with the Law on Science, Technology and Innovation No. 93/2025/QH15 (National Assembly, 27 June 2025) and Resolution No. 193/2025/QH15 (National Assembly, 19 February 2025) on piloting certain special mechanisms and policies to create breakthroughs in national science, technology, innovation and digital transformation.  However, it should be noted that this is only a pilot policy under Resolution 193/2025/QH15, limited to these specific fields, and does not apply broadly to all officials, civil servants and public employees.

6. Use of digital identity accounts for business registration

Under the new regulations set forth in Article 1.12, Law amending and supplementing a number of articles of the Law on Enterprises 2025 and Article 37, Decree 168, from 1 July 2025, business founders or enterprises shall use digital identity accounts to register businesses via the National Business Registration Portal.  This replaces the previous use of public digital signatures or business registration accounts, thereby making the electronic identification account the sole method for online registration procedures. The identities of both the applicant and the authorized filer shall be authenticated through the national electronic identification system (VNeID), ensuring accuracy and transparency in registration.

During the transition period from 01 July 2025 to 31 December 2025, enterprises may use either the existing business registration account or a level-2 electronic identification account. However, from 01 January 2026, only VNeID electronic identification accounts shall be accepted for online registration by both enterprises and authorized individuals.

To comply, enterprises should prepare early: the legal representative must register for a level-2 electronic identification account (VNeID), and enterprises must also register a valid electronic identification account for themselves. Enterprises should regularly follow official guidance published on the National Business Registration Portal to ensure proper authentication and filing.

7. Amendments on reducing the charter capital of joint-stock companies

Current regulations allow joint-stock companies to reduce charter capital by returning a portion of capital contribution to shareholders proportionate to their ownership if the company has been operating for at least 2 years from the registration date.  The new regulation under Article 1.17 (a), Law amending and supplementing a number of articles of the Law on Enterprises 2025 specifies that this period excludes temporary suspension of business registration and ensures full payment of debts and other obligations after returning funds to shareholders.  The new regulation also allows the company to return contributed capital upon request, under the conditions specified on the share certificate, to shareholders holding redeemable preference shares in accordance with the Law on Enterprises and the company’s Charter (Article 1.17 (b), Law amending and supplementing a number of articles of the Law on Enterprises 2025).  This creates greater flexibility while ensuring financial safety and the rights of creditors and relevant partners.

8. Adjustment and supplement of regulations on private bond offerings

From 1 July 2025, a joint-stock company that is not a public company issuing private bonds, in addition to meeting existing conditions, must also satisfy the requirement under Article 1.19 (c), Law amending and supplementing a number of articles of the Law on Enterprises 2025: "Total liabilities (including the value of bonds to be issued) do not exceed 5 times the issuer’s equity according to the audited financial statements of the previous year; except for state-owned enterprises, enterprises issuing bonds for real estate projects, credit institutions, insurance companies, reinsurance companies, insurance brokers, securities companies, and securities investment fund management companies in accordance with applicable laws." 

This limit aims to control financial risks, ensure the issuer’s solvency, and enhance transparency and safety for the corporate bond market. It also prevents private bonds from being issued beyond financial capacity, reducing potential risks for investors and the financial system.

9. Changes, supplements to the business registration authorities

The business registration system has also been significantly changed compared to previous regulations, as specifically provided in Article 20, Decree 168:

At the provincial level: Business registration authorities under the Department of Finance of the province/city directly under the central government shall register enterprises, branches, representative offices, and business locations within the local jurisdiction, except for enterprises, branches, representative offices, or business locations in high-tech zones, which shall be registered by the Management Board of the High-Tech Zone.

At the commune level: The Economic Office (for communes and special zones) or the Economic, Infrastructure, and Urban Office (for wards and Phu Quoc special zone) under the People’s Committee of the commune. This change aligns with administrative boundary adjustments effective from July 1, 2025.

Conclusion: The above amendments and supplements show that the law on enterprises is undergoing significant transformation toward transparency, modernization, and alignment with international standards on anti-money laundering (FATF, “gray list” risk). In this context, enterprises should pay particular attention to provisions on Beneficial Owners, declaration obligations, use of electronic identification accounts, and debt ratio limits in private bond offerings.  Proactive updating and early preparation will be key for enterprises to minimize legal risks while leveraging opportunities from the new legal framework to strengthen competitiveness and achieve sustainable development.