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THE NATIONAL
ASSEMBLY OF VIETNAM
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THE SOCIALIST
REPUBLIC OF VIET NAM
Independence-Freedom-Happiness
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No. 76/2025/QH15
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Hanoi, June 17,
2025
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LAW
ON AMENDMENTS TO LAW
ON ENTERPRISES
Pursuant to the Constitution of the Socialist
Republic of Vietnam, as amended by the Resolution No. 203/2025/QH15;
The National Assembly of Vietnam promulgates a
Law providing amendments to the Law on Enterprises No. 59/2020/QH14, as amended
by the Law No. 03/2022/QH15.
Article 1. Amendments to Law on Enterprises
1. Some Clauses of Article 4 are amended as
follows:
a) Clause 5 is amended as follows:
“5. Dividend means after-tax profit paid on
each share in cash or other assets.”;
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“14. 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.”;
c) Clause 16 is amended as follows:
“16. Legal document of an individual
means one of the following documents: ID card, Citizen Identity Card, Passport
and other valid personal identification papers.”;
d) Clause 35 is added following clause 34 as
follows:
“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.”.
2. Clause 5a is added
following clause 5 Article 8 as follows:
“5a. Collect, update and retain information
on beneficial owners of the enterprise; provide such information for competent
authorities to serve determination of beneficial owners of the enterprise when
requested.”.
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“h) List of beneficial owners of the enterprise (if
any).”.
4. Clause 2 Article 13 is
amended as follows:
“2. 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.”.
5. Clauses 4 and 5 Article
16 are amended as follows:
“4. Providing forged, dishonest or incorrect
information when submitting application for enterprise registration or
application for changes to enterprise registration information.
5. 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.”.
6. Some points and clauses of Article 17 are
amended as follows:
a) Point b Clause 2 is amended as follows:
“b) 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;”;
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“e) 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;”;
c) Point b clause 3 is amended as follows:
“b) 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.”.
7. Clause 3 Article 20 is
amended as follows:
“3. The list of partners; the list of beneficial
owners of the enterprise (if any).”.
8. Clause 3 Article 21 is
amended as follows:
“3. The list of members; the list of beneficial
owners of the enterprise (if any).”.
9. Clause 3 Article 22 is
amended as follows:
“3. The list of founding shareholders; the list of
shareholders that are foreign investors; the list of beneficial owners of the
enterprise (if any).”.
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“10) Information on beneficial owners of the
enterprise (if any).”.
11. Heading and the first paragraph of Article 25
are amended, and clause 5 is added following clause 4 Article 25 as follows:
a) Heading of Article 25 is amended as follows:
“Article 25. List of members/partners of a limited
liability company/partnership, list of founding shareholders and shareholders
that are foreign investors of a joint stock company, and list of beneficial
owners”;
b) The first paragraph is amended as follows:
The list of members/partners of a limited liability
company/partnership, list of founding shareholders and shareholders that are
foreign investors of a joint stock company, and the list of beneficial owners
of an enterprise shall, inter alia, contain:”;
c) Clause 5 is added following clause 4 as follows:
“5. The list of beneficial owners of an
enterprise shall include the following main information: full name; date of
birth; nationality; ethnic group; sex; mailing address; ratio of ownership or
controlling interest; information on legal document of the individual who is a
beneficial owner.”.
12. Some clauses of
Article 26 are amended and abrogated as follows:
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b) Clause 6 is amended as follows:
“6. The Government shall provide detailed
regulations on documentation, sequence and procedures, and interconnected
processing in enterprise registration, and online enterprise registration.”.
13. Clause 1 Article 31 is
amended as follows:
“1. The enterprise shall notify the business
registration authority of any of the changes in:
a) The enterprise’s business lines;
b) Founding shareholders and shareholders that are
foreign investors (for joint stock companies, except listed companies and
companies that have their securities registered for trading);
c) Information on beneficial owners of the
enterprise, except for listed companies and companies that have their
securities registered for trading;
d) Other contents of the enterprise registration
application.”.
14. Clause 1a is added
following clause 1 Article 33 as follows:
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15. Point a clause 1
Article 52 is amended as follows:
“a) Offer their stake to other members of the
company in proportion to their holdings under the same conditions;”.
16. Clause 9 is added
following clause 8 Article 57 as follows:
“9. Other contents relating to procedures for
invitation to the meeting and convening meetings of Board of Members in the
cases prescribed in clause 4 Article 56 shall comply with corresponding
provisions in clauses 2, 3, 4, 5 and 6 of this Article. Reasonable costs of
convening and conducting meetings of the Board of Members shall be reimbursed
by the company.”.
17. Some points of clause
5 Article 112 are amended as follows:
a) Point a is amended as follows:
“a) 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;”;
b) Point d is added following Point c as follows:
“d) 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.”.
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“4. A request for a GMS be convened mentioned
in Clause 3 of this Article shall be made in writing and contain the full
names, mailing addresses, nationalities, legal document numbers of shareholders
that are individuals; names, enterprise identification (EID) numbers or
legal document numbers, headquarters addresses of shareholders that are
organizations; quantities of shares and time of shares registration of each
shareholder, total quantity of shares of the group and their holdings in the
company; the grounds and reasons for convening the GMS. The request
shall be enclosed with documentary evidences of the violations committed by the
Board of Directors, severity of the violation or the decision issued ultra
vires. The shareholder or group of shareholders shall assume legal
responsibility for the accuracy and truthfulness of the documentary evidences
submitted to competent authorities when demanding the GMS be convened.”.
19. Some points and
clauses of Article 128 are amended as follows:
a) Point b Clause 2 is amended as follows:
“b) Professional securities investors that
purchase, trade or transfer privately placed bonds shall comply with
regulations of law on securities.”;
b) Point c1 is added following point c clause 3 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;”.
20. Clause 4a is added
following clause 4 Article 140 as follows:
“4a. In case the Board of Directors of a
company operating adopting the organizational structure model specified in
point b clause 1 Article 137 hereof fails to convene a GMS as prescribed in
clause 2 of this Article, within the next 30 days, the shareholder or group of
shareholders prescribed in clause 2 Article 115 of this Law may convene the GMS
on behalf of the company in accordance with this Law. Reasonable costs of
convening and conducting meetings of the GMS shall be reimbursed by the
company.”.
21. Clause 1 Article 141
is amended as follows:
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22. Clause 3 Article 176
is amended as follows:
“3. A joint stock company, except listed companies
and companies that have their securities registered for trading, shall send a
notification to the relevant business registration authority within 03 working
days from the date of obtainment of or occurrence of the change in full name,
nationality, passport number, mailing address, quantity and types of shares of
a shareholder that is a foreigner; name, EID number, headquarters address,
quantity and types of shares of a shareholder that is a foreign organization
and full name, nationality, passport number, mailing address of that
organization’s authorized representative.”.
23. Point c clause 1
Article 207 is amended as follows:
“c) The enterprise fails to maintain the adequate
number of members or shareholders as prescribed in this Law for a consecutive
period of 06 months without following procedures for conversion into another
type of business;”.
24. Clause 1 Article 213
is amended as follows:
“1. 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.”.
25. Some points and
clauses of Article 215 are amended as follows:
a) Clause 3 is amended as follows:
“3. Provincial-level People’s Committees shall
perform state management of enterprises in their provinces, organize business
registration authorities, and promulgate procedures for inspection of business
registration contents in their provinces in order to ensure their openness and
transparency.”;
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“c) Accept requests for cooperation and share
information about enterprises’ operation and legal status to improve
effectiveness of state management.”;
c) Clause 4a is added following clause 4 as
follows:
“4a. In case an enterprise is established and
operates in accordance with a specific field/sector law, the authority that
issued the registration certificate shall integrate, share and update
information on establishment and registration of such enterprise on the
National Enterprise Registration Information System.”.
26. Point h is added
following point g clause 1 Article 216 as follows:
“h) Retain information on beneficial owners of the
enterprise for at least 05 years from the date of its dissolution or bankruptcy
as prescribed by law.”.
27. Clause 6 is added following
clause 5 Article 217 as follows:
“6. The Government shall provide detailed
regulations on criteria for determination, entities responsible for and conduct
of declaration of information on beneficial owners of the enterprise,
information used for determining beneficial owners of the enterprise,
provision, retention and sharing of information on beneficial owners of the
enterprise.”.
28. The word “sách nhiễu”
("harassing") is replaced with the word “nhũng nhiễu” (“extorting”)
in clause 1 Article 16.
Article 2. Effect
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Article 3. Transition
1. Addition of information on beneficial owners (if
any) of an enterprise that has been established and duly registered before the
effective date of this Law or information used for determining such beneficial
owners of the enterprise (if any) shall be made when the enterprise submits the
next application for registration of changes to enterprise registration
information or notification of changes to enterprise registration information,
unless a sooner addition of information is requested by the enterprise.
2. If information to be disclosed before a private
placement of corporate bonds has been sent to the Stock Exchange before the
effective date of this Law, the private placement of corporate bonds shall
continue to be conducted in accordance with provisions of the Law on
Enterprises No. 59/2020/QH14, as amended by the Law No. 03/2022/QH15.
This Law is ratified by the 15th
National Assembly of the Socialist Republic of Vietnam during its 9th
session held on June 17, 2025.
CHAIRMAN OF THE
NATIONAL ASSEMBLY OF VIETNAM
Tran Thanh Man
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