From Draft to Law: Final Changes in Vietnam's Enterprise Legislation

Further to our previous legal update on the Draft Law amending certain articles of the Law on Enterprises, the National Assembly, at its 9th session on 17 June 2025, has officially passed the Law No. 76/2025/QH15 on 17 June 2025 amending a number of articles of the Law on Enterprises No. 59/2020/QH14 (collectively, Amended Law on Enterprises), which will take effect on 1 July 2025.

The official version of Law No. 76/2025/QH15 reflects a few changes from the previously circulated draft, particularly concerning the concept of “Beneficial Owner” and “Market Value of Capital Contributions and Shares”.

1. Beneficial Owner

According to the Amended Law on Enterprises, a beneficial owner (Beneficial Owner) of a legal entity is defined as an individual who either has de facto ownership of the enterprise’s charter capital or has the right to exercise control over the enterprise. The direct authorised representative of the owner at an enterprise with 100% of State capital, and the authorised representative of state capital in a joint stock company or a limited liability company with two or more members, in accordance with the laws on the management and investment of State capital in enterprises, shall not be deemed a Beneficial Owner under this provision.

Accordingly, the Amended Law sets out several obligations relating to disclosure of beneficial ownership information, including:

• To collect, update, and maintain information on the Beneficial Owners of the enterprise;
• To provide the relevant authorities with information, upon request, to identify the enterprise’s Beneficial Owners;
• To disclose the list of Beneficial Owners at the time of enterprise registration;
• To notify the business registration authority of any changes to the information on the enterprise’s Beneficial Owners;
• To supplement beneficial ownership information: For enterprises established prior to 1 July 2025 (the effective date of the Amended Law), the supplementation of information on the enterprise’s Beneficial Owners (if any) and information for the identification of the enterprise’s Beneficial Owners (if any) must be made concurrently with the enterprise’s next submission for registration of changes, notification of changes to its enterprise registration details, unless the enterprise requests to supplement such information at an earlier time.

In addition, the relevant business registration authorities would be responsible for providing information on Beneficial Owners of enterprises, as recorded on the National Enterprise Registration Information System, to the relevant state authorities upon request, for the purpose of anti-money laundering efforts, without having to pay any fee. The business registration authorities shall retain records of beneficial ownership information for a minimum of five (5) years from the date on which the enterprise is dissolved or bankrupt, in accordance with the law.

2. Market Value of Capital Contributions and Shares
The market value of the capital contributions or shares is proposed to defined as (i) the average trading price over thirty (30) days immediately preceding the date of price determination, or the price negotiated between the seller and buyer, or the price determined by a valuation organisation for shares listed or registered for trading on the stock exchange system; or (ii) the trading price in the market at the most recent time, the price negotiated between the seller and buyer, or the price determined by a valuation organisation for capital contributions or shares not covered under item (i).
 

In summary, the Amended Law on Enterprises aims to modernise Vietnam’s enterprise regulations by enhancing transparency, accountability, and corporate governance. Key updates include clearer rules on beneficial ownership, reinforced obligations for enterprise registration and operation, and improved governance structures. These changes are expected to strengthen investor confidence, reduce risks of fraud and abuse, and support the sustainable growth of the business sector. Enterprises and stakeholders are encouraged to stay informed and ensure timely compliance to benefit from the evolving regulatory environment.
 

Click here to download: Legal Update (EN) - Final Changes in Vietnam's Enterprise Legislation - June 2025.pdf

This material provides only a summary of the subject matter covered, without the assumption of a duty of care by Frasers Law Company.
The summary is not intended to be nor should be relied on as a substitute for legal or other professional advice.

© Copyright in this article is owned by Frasers Law Company