Key highlights of the 2025 Amended Law on Enterprises (effective from 1 July 2025)

The Law amending and supplementing certain articles of the Law on Enterprises No. 76/2025/QH15 (the “2025 Amended Law on Enterprises”), officially effective from 01 July 2025, is anticipated to bring significant and far-reaching impacts on enterprise registration, governance, and operation in Vietnam in the coming period. With various amendments and adjustments, the 2025 Amended Law on Enterprises contributes to enhancing transparency in the business environment, aligning with Vietnam’s increasingly deep international integration. Through this article, TNTP would like to share with readers the most noteworthy updates under the 2025 Amended Law on Enterprises.

1.Introduction of the concept of “Beneficial owner” in enterprises

To fulfill Vietnam’s commitments to combating money laundering, terrorist financing, and the financing of the proliferation of weapons of mass destruction under the Financial Action Task Force (FATF), the 2025 Amended Law on Enterprises officially introduces the legal framework for the “beneficial owner” in Vietnam’s enterprise legislation, with the following key provisions:

Definition of “beneficial owner” of an enterprise:

• According to Clause 35, Article 4 of the 2025 Amended Law on Enterprises, a beneficial owner of a legal entity enterprise is defined as an individual who actually owns capital or holds control over the enterprise, regardless of whether their name appears in the enterprise’s legal documentation.
• In cases where the individual is a representative of the state ownership in an enterprise with 100% state-owned charter capital or represents state capital in a joint-stock company or multi-member limited liability company, as regulated under laws governing the management and investment of state capital in enterprises, such person shall not be considered a beneficial owner.

With respect to enterprise responsibilities, the 2025 Amended Law on Enterprises stipulates that enterprises shall be responsible for their beneficial ownership information as follows:

• Enterprises must collect, update, and retain information on their beneficial owners, and provide such information to competent authorities upon request.
• Enterprises are required to maintain the list of beneficial owners (if any) at their head office or another location as stipulated in the company’s charter.
• The list of beneficial owners must be included alongside the list of members or shareholders (applicable to limited liability companies, partnerships, and joint-stock companies). The list must include full name, date of birth, nationality, ethnicity, gender, contact address, ownership or control ratio, and legal identification documents of each beneficial owner.
• Notably, enterprises established before 01 July 2025 are also required to update their beneficial ownership information (if any) when carrying out any registration change after this date.

In addition, under Clauses 7, 8, and 9, Article 1 of the 2025 Amended Law on Enterprises, enterprise registration dossiers must now include a list of beneficial owners (if any), containing primary information such as full name, date of birth, nationality, ethnicity, gender, contact address, ownership or control ratio, and legal identification documents of the beneficial owner.

In practice, many de facto business owners choose not to have their names reflected in any legal documents of the enterprise. The recognition of beneficial ownership in the 2025 Amended Law on Enterprises not only improves transparency but also establishes a clear legal framework for enterprise oversight and governance. This demonstrates the State’s strong commitment to enhancing transparency and combating corruption in the corporate sector through the 2025 Amended Law on Enterprise.

2.Expansion of eligibility for cadres, civil servants and public employees to establish enterprises

The 2025 Amended Law on Enterprises introduces substantial changes to the rights of cadres, civil servants and public employees in terms of establishing and managing enterprises.

Whereas the 2020 Law on Enterprises prohibited cadres, civil servants and public employees from establishing or managing enterprises in Vietnam, Clause 6, Article 1 of the 2025 Amended Law now allows such individuals to establish and manage enterprises in accordance with legislation and regulations on science, technology, innovation, and national digital transformation policy.

Specifically, Article 4 of Decree 88/2025/ND-CP stipulates that public employees seeking to manage, operate, or work at enterprises established or co-founded by public scientific and technological organizations or public higher education institutions must submit a written request for permission and obtain official approval from the head of the managing organization or institution.

This regulation not only facilitates the commercialization of research outcomes from public scientific and technological organizations and public higher education institutions, but also promotes the development of the industrial and manufacturing sectors. At the same time, technology transfer from the public to the private sector will be carried out more extensively, enabling domestic enterprises to access modern technological solutions.

Additionally, this provision enables the effective use of civil servants’ and public employees’ expertise to serve economic development, which is consistent with the strategic direction for breakthroughs in science, technology, and innovation under Article 3 of Resolution No. 193/2025/QH15 dated 19 February 2025 of the National Assembly.

3.Stricter conditions for private placement of corporate bonds

Clause 1, Article 19 of the 2025 Amended Law on Enterprises tightens the conditions for private placement of bonds by joint-stock companies that are not public companies, specifically:

• Non-public joint-stock companies are now subject to an additional condition: their total liabilities (including the value of bonds proposed for issuance) must not exceed five times their owner’s equity. This restriction does not apply to state-owned enterprises, enterprises issuing bonds for real estate projects, credit institutions, or enterprises operating in the insurance or securities sectors, as governed by relevant laws.
• This condition applies based on the most recent audited annual financial statement before the year of issuance.

This regulation stems from the reality that many enterprises have issued bonds far beyond their financial capacity, thereby posing risks to investors in particular and to the securities market in general. The new condition under the 2025 Amended Law on Enterprises requires companies to ensure a healthier financial structure before being permitted to raise capital through bond issuance.

4.Abolition of digital signatures and business registration accounts for online enterprise registration

Clause 12, Article 1 of the 2025 Amended Law on Enterprises repeals regulations requiring the use of digital signatures and business registration accounts for online enterprise registration procedures.

Concurrently, the Government shall stipulate the dossiers, procedures, and inter-agency integration mechanisms for enterprise registration, including registration through electronic information systems.

The above article by TNTP outlines “Key highlights of the 2025 Amended Law on Enterprises (effective from 1 July 2025)”. We hope this information proves helpful to our readers. Should you require further assistance, please do not hesitate to contact us.

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