Law on Enterprises amended No. 76/2025/QH15

THE LAW

AMENDING AND SUPPLEMENTING CERTAIN ARTICLES OF THE LAW ON ENTERPRISES

Based on the Constitution of the Socialist Republic of Vietnam, as amended and supplemented by Resolution No. 203/2025/QH15;

The National Assembly enacted the Law amending and supplementing a number of articles of the Enterprise Law No. 59/2020/QH14, which has been amended and supplemented by a number of articles according to Law No. 03/2022/QH15.

Article 1. Amendments and additions to the Law on Enterprises

1. To amend and supplement a number of clauses of Article 4 as follows:

a) Amend and supplement Clause 5 as follows:

"5. Dividend "It is the after-tax profit paid to each share in cash or other assets."

b) Amend and supplement Clause 14 as follows:

"14. Market value of equity stake or shares the:

a) The average transaction price over the 30 days immediately preceding the price determination date, or the agreed price between the seller and the buyer, or the price determined by a valuation organization for listed shares traded on the securities trading system;

b) The market transaction price at the immediately preceding time, or the price agreed upon between the seller and the buyer, or the price determined by a valuation organization for the capital contribution or shares not covered under point a of this clause.”;

c) Amend and supplement Clause 16 as follows:

"16. Personal legal documents It is one of the following types of documents: Identity Card, Citizen Identity Card, Passport, or other legally valid personal identification documents.

d) Add clause 35 after clause 34 as follows:

"35. The beneficial owner of a business entity (hereinafter referred to as the beneficial owner of the business) "An individual is an individual who actually owns the charter capital or has controlling power over that enterprise, except for the direct owner's representative in enterprises where the State holds 100% of the charter capital and the representative of the State's capital share in joint-stock companies and limited liability companies with two or more members as stipulated by the law on the management and investment of State capital in enterprises."

2. Add Clause 5a after Clause 5, Article 8 as follows:

“5a. Collect, update, and maintain information on the beneficial owners of the enterprise; provide information to competent state agencies to identify the beneficial owners of the enterprise when requested.”

3. Add point h after point g of Clause 1, Article 11 as follows:

“h) List of beneficial owners of the business (if any).”

4. Amend and supplement Clause 2 of Article 13 as follows:

2. The legal representative of the enterprise shall be personally liable, in accordance with the law, for damages to the enterprise resulting from violations of the responsibilities stipulated in Clause 1 of this Article.

5. Amend and supplement Clauses 4 and 5 of Article 16 as follows:

4. Making false declarations, untruthful declarations, or inaccurate declarations in the business registration application and the application for changes to business registration.

5. Inflating registered capital by failing to contribute the full registered capital without registering the capital adjustment as required by law; intentionally undervaluing contributed assets.

6. Amend and supplement certain points and clauses of Article 17 as follows:

a) Amend and supplement point b, clause 2 as follows:

“b) Officials, civil servants, and public employees as prescribed by the Law on Officials and Civil Servants and the Law on Public Employees, except in cases where it is carried out in accordance with the provisions of the law on national science, technology, innovation, and digital transformation;”;

b) Amend and supplement point e of clause 2 as follows:

“e) Persons who are being prosecuted for criminal responsibility, are being held in temporary detention, are serving prison sentences, are undergoing administrative sanctions at compulsory drug rehabilitation centers or compulsory education centers, or are prohibited by the Court from holding certain positions, practicing certain professions, or performing certain jobs; other cases as prescribed by the Bankruptcy Law and the Law on Prevention and Combat of Corruption;”;

c) Amend and supplement point b, clause 3 as follows:

“b) Individuals prohibited from contributing capital to enterprises according to the Law on Cadres and Civil Servants, the Law on Public Employees, and the Law on Prevention and Combat of Corruption, except in cases permitted by the law on national science, technology, innovation, and digital transformation.”

7. Amend and supplement Clause 3 of Article 20 as follows:

3. List of members; list of beneficial owners of the business (if any)."

8. Amend and supplement Clause 3 of Article 21 as follows:

3. List of members; list of beneficial owners of the business (if any)."

9. Amend and supplement Clause 3 of Article 22 as follows:

3. List of founding shareholders; list of shareholders who are foreign investors; list of beneficial owners of the enterprise (if any)."

10. To add Clause 10 after Clause 9, Article 23 as follows:

“10. Information about the beneficial owners of the business (if any).”

11. Amend and supplement the title of the Article, the introductory paragraph of Article 25, and add Clause 5 after Clause 4 of Article 25 as follows:

a) Amend and supplement the title of the Article as follows:

Article 25. List of members of limited liability companies and partnerships; list of founding shareholders and foreign investor shareholders of joint-stock companies; list of beneficial owners of enterprises.";

b) Amend and supplement the introductory paragraph as follows:

"The list of members of a limited liability company, a partnership company, the list of founding shareholders and foreign investor shareholders of a joint-stock company, and the list of beneficial owners of the enterprise must include the following main contents:";

c) Add clause 5 after clause 4 as follows:

“5. The list of beneficial owners of the business includes the following main contents: full name; date of birth; nationality; ethnicity; gender; contact address; ownership percentage or controlling interest; information on the legal documents of the individual beneficial owner of the business.”

12. Amendments, additions, and repeals of certain provisions of Article 26 are as follows:

a) Repeal clauses 3 and 4;

b) Amend and supplement Clause 6 as follows:

6. The Government shall regulate the documents, procedures, and interconnectedness in business registration, including online business registration.

13. Amend and supplement Clause 1 of Article 31 as follows:

“1. Businesses must notify the Business Registration Authority when there are changes to any of the following:

a) Industry/business sector;

b) Founding shareholders and foreign investor shareholders in joint-stock companies, except for listed companies and companies registered for securities trading;

c) Information about the beneficial owners of the business, except in the case of listed companies and companies registered for securities trading;

d) Other contents in the business registration dossier.”

14. Add Clause 1a after Clause 1, Article 33 as follows:

“1a. The competent state agency, as prescribed by law, has the right to request the State Management Agency for Business Registration to provide information on the beneficial owners of enterprises stored on the National Information System on Business Registration to serve the work of preventing and combating money laundering, and without charge.”

15. To amend and supplement Point a, Clause 1, Article 52 as follows:

“a) Offer that capital contribution to the remaining member in proportion to the remaining member's capital contribution in the company under the same offering conditions;”.

16. To add Clause 9 after Clause 8, Article 57 as follows:

“9. The content related to the procedures for inviting and convening meetings of the Board of Members in the cases stipulated in Clause 4 of Article 56 shall be implemented in accordance with the provisions of Clauses 2, 3, 4, 5, and 6 of this Article. Reasonable expenses for convening and conducting meetings of the Board of Members will be reimbursed by the company.”

17. Amend and supplement certain points of Clause 5, Article 112 as follows:

a) Amend and supplement point a as follows:

“a) By decision of the General Meeting of Shareholders, the company shall return a portion of the capital contribution to shareholders in proportion to their shareholding in the company if the company has been operating for two years or more since the date of business registration, excluding periods of temporary suspension of business, and ensures that all debts and other financial obligations are fully paid after the return to shareholders;”;

b) Add point d after point c as follows:

“d) The company shall refund the capital contribution as required and under the conditions stated in the share certificate to shareholders owning shares entitled to redemption in accordance with the provisions of this Law and the company's charter.”

18. Amend and supplement Clause 4 of Article 115 as follows:

4. The request to convene a General Meeting of Shareholders as stipulated in Clause 3 of this Article must be in writing and must include the following contents: full name, contact address, nationality, and legal document number of the individual shareholder; name, business registration number or legal document number of the organization, and head office address of the organization shareholder; the number of shares and the registration date of each shareholder, the total number of shares of the entire group of shareholders, and the ownership percentage in the total number of shares of the company; the basis and reasons for requesting the convening of the General Meeting of Shareholders. The request must be accompanied by documents and evidence regarding violations by the Board of Directors, the extent of the violations, or decisions exceeding their authority. Shareholders or groups of shareholders are fully responsible before the law for the accuracy and truthfulness of the documents and evidence provided to the competent authority when requesting the convening of the General Meeting of Shareholders.”

19. Amend and supplement certain points and clauses of Article 128 as follows:

a) Amend and supplement point b, clause 2 as follows:

“b) Professional securities investors participating in the purchase, trading, and transfer of private placement bonds shall comply with the provisions of the law on securities.”;

b) Add point c1 after point c of clause 3 as follows:

“c1) Having liabilities (including the value of bonds expected to be issued) not exceeding 05 times the equity of the issuing organization as reported in the audited financial statements of the year immediately preceding the year of issuance; except for issuing organizations that are state-owned enterprises, enterprises issuing bonds to implement real estate projects, credit institutions, insurance companies, reinsurance companies, insurance brokerage companies, securities companies, and securities investment fund management companies, which are subject to the provisions of relevant laws;”.

20. Add Clause 4a after Clause 4, Article 140 as follows:

“4a. For companies with a management structure as prescribed in point b, clause 1, Article 137, if the Board of Directors fails to convene a General Meeting of Shareholders as prescribed in clause 2 of this Article, within the next 30 days, a shareholder or group of shareholders as prescribed in clause 2, Article 115 of this Law has the right to represent the company in convening a General Meeting of Shareholders as prescribed in this Law. Reasonable expenses for convening and conducting the General Meeting of Shareholders will be reimbursed by the company.”

21. Amend and supplement Clause 1 of Article 141 as follows:

“1. The list of shareholders entitled to attend the General Meeting of Shareholders is compiled based on the shareholder register and the securities holder register of the company. The list of shareholders entitled to attend the General Meeting of Shareholders shall be compiled no more than 10 days before the date of sending the invitation to the General Meeting of Shareholders unless the company's charter stipulates a shorter period.”

22. Amend and supplement Clause 3 of Article 176 as follows:

3. Joint-stock companies, excluding listed companies and companies registered for securities trading, must notify the Business Registration Authority no later than 03 working days after receiving or changing information regarding the full name, nationality, passport number, contact address, number of shares and type of shares of foreign individual shareholders; the name, enterprise code, head office address, number of shares and type of shares of foreign organizational shareholders; and the full name, nationality, passport number, and contact address of the authorized representative of foreign organizational shareholders.

23. Amend and supplement point c, clause 1, Article 207 as follows:

“c) The company no longer has the minimum number of members or shareholders required by this Law for a continuous period of 06 months without undergoing the procedure to convert its business type;”.

24. Amend and supplement Clause 1 of Article 213 as follows:

“1. Branches, representative offices, and business locations of enterprises may cease operations by decision of the enterprise itself or by decision of a competent state agency to revoke the Certificate of Business Registration, branch operation, representative office operation, or business location.”

25. Amend and supplement certain points and clauses of Article 215 as follows:

a) Amend and supplement Clause 3 as follows:

“3. The People's Committee at the provincial level shall exercise state management over enterprises within its locality, and shall be responsible for organizing the Business Registration Agency, issuing procedures for inspecting the content of business registration in the area, ensuring transparency and openness.”;

b) Amend and supplement point c, clause 4 as follows:

“c) Coordinate and share information on the operational status and legal status of enterprises to enhance the effectiveness of state management.”;

c) Add clause 4a after clause 4 as follows:

“4a. In cases where a business is established and operates under the law governing the industry or sector, the registration authority is responsible for integrating, sharing, and updating information on business registration and establishment with the National Business Registration Information System.”

26. Add point h after point g of Clause 1, Article 216 as follows:

“h) Retain information about the beneficial owners of the business for at least 05 years from the date the business is dissolved or goes bankrupt as prescribed by law.”

27. To add Clause 6 after Clause 5, Article 217 as follows:

6. The Government shall specify in detail the criteria for determining, the subjects required to declare, and the declaration of information on beneficial owners of enterprises, information to identify beneficial owners of enterprises, and the provision, storage, and sharing of information on beneficial owners of enterprises.

28. Replace the word "harassment" with the word "coercion" in Clause 1 of Article 16.

Article 2. Enforcement

This law came into effect on July 1, 2025.

Article 3. Transitional provisions

1. For businesses registered before the effective date of this Law, the addition of information on the beneficial owners of the business (if any), and information to identify the beneficial owners of the business (if any) shall be done simultaneously at the time the business carries out the procedure for registering changes to its business registration content or notifying changes to its business registration content in the nearest instance, unless the business requests the addition of information earlier.

2. For private placements of corporate bonds that have submitted pre-offering information disclosures to the Stock Exchange before the effective date of this Law, the provisions of the Enterprise Law No. 59/2020/QH14, as amended and supplemented by Law No. 03/2022/QH15, shall continue to apply.

This law was passed by the 6th National Assembly of the Socialist Republic of Vietnam at its 9th session on June 17, 2025.