Law Amending and Supplementing a Number of the Law on Enterprises, No. 76/2025/QH15

LAW

AMENDING AND SUPPLEMENTING A NUMBER OF ARTICLES OF THE LAW ON ENTERPRISES

Pursuant to the Constitution of the Socialist Republic of Vietnam, which had a number of articles amended and supplemented under Resolution No. 203/2025/QH15;

The National Assembly hereby promulgates the Law Amending and Supplementing a Number of the Law on Enterprises No. 59/2020/QH14, which had a number of articles amended and supplemented under Law No. 03/2022/QH15.

Article 1. Amending and supplementing the Law on Enterprises

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

a) To amend and supplement Clause 5 as follows:

“5. Dividend means a distribution of after-tax profit in cash or in another asset per share.”;

b)To amend and supplement Clause 14 as follows:

“14. Market price of a contributed capital amount or share means:

a) The average transaction price within 30 days preceding the date of valuation, or the price agreed upon by the seller and buyer, or the price determined by a price appraisal organization for share certificates listed or registered for trading on a securities trading system;

b) The price in the last transaction in the market, or the price agreed between the seller and the buyer, or the price determined by a price appraisal organization, for contributed capital amounts or shares not falling under Point a of this Clause.”;

c) To amend and supplement Clause 16 as follows:

“16. Legal paper of an individual means any of the following papers: identity card, citizen identity card, passport, or another lawful paper of personal identification.”;

d) To add Clause 35 after Clause 34 as follows:

“35. Beneficial owner of an enterprise with legal person status (hereinafter referred to as the beneficial owner of the enterprise) means an individual who actually holds ownership of charter capital or has control over such enterprise, except for the case of the representative of the owner directly managing the enterprise in which the State holds 100% of charter capital, and the persons representing state capital amounts at joint stock companies or limited liability companies with two or more members in accordance with the law on management and investment of state capital in enterprises.”.

2. To add Clause 5a after Clause 5 Article 8 as follows:

“5a. To collect, update, and retain information on the beneficial owner of the enterprise; and to provide such information to competent state agencies upon request for identification of the beneficial owner of the enterprise.”.

3. To add Point h after Point g, Clause 1, Article 11 as follows:

“h) The list of beneficial owners of the enterprise (if any).”.

4. To amend and supplement Clause 2, Article 13 as follows:

“2. The at-law representative of the enterprise shall bear personal liability in accordance with the law for any damage caused to the enterprise due to his/her breach of the responsibilities specified in Clause 1 of this Article.”.

5. To amend and supplement Clauses 4 and 5, Article 16 as follows:

“4. Declaring falsely, untruthfully or inaccurately the contents of enterprise registration dossiers and contents of dossiers for registration of changes in enterprise registration contents.

5. Untruthfully declaring charter capital by failing to fully contribute the registered charter capital without registering for adjustment of charter capital in accordance with the law; or deliberately providing inaccurate valuations of the assets contributed as capital.”.

6. To amend and supplement a number of points and clauses of Article 17 as follows:

a) To amend and supplement Point b, Clause 2 as follows:

“b) Cadres, civil servants and public employees defined in the Law on Cadres and Civil Servants and the Law on Public Employees, except where otherwise provided for by the laws on science, technology, innovation, and national digital transformation;”;

b) To amend and supplement Point e, Clause 2 as follows:

“e) Persons being examined for penal liability, put in temporary detention, serving imprisonment sentences or executing administrative sanctions at compulsory drug rehabilitation establishments or compulsory education institutions, or being banned by the court from holding certain positions, practicing certain professions or performing certain jobs; and other cases specified by the Law on Bankruptcy and the Anti-Corruption Law;”;

c) To amend and supplement Point b, Clause 3 as follows:

“b) The entities prohibited from contributing capital to enterprises as specified in the Law on Cadres and Civil Servants, the Law on Public Employees, and the Anti-Corruption Law, except where otherwise provided for by the laws on science, technology, innovation, and national digital transformation.”.

7. To amend and supplement Clause 3, Article 20 as follows:

“3. List of members; list of beneficial owners of the enterprise (if any).”.

8. To amend and supplement Clause 3, Article 21 as follows:

“3. List of members; list of beneficial owners of the enterprise (if any).”.

9. To amend and supplement Clause 3, Article 22 as follows:

“3. List of founding shareholders; list of shareholders being 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 beneficial owners of the enterprise (if any).”.

11. To amend and supplement the title of Article 25, the first paragraph of Article 25; to add Clause 5 after Clause 4, Article 25 as follows:

a) To amend and supplement the title of Article 25 as follows:

“Article 25. List of members of a limited liability company or partnership, list of founding shareholders and shareholders being foreign investors of a joint stock company, list of beneficial owners of the enterprise”;

b) To amend and supplement the first paragraph as follows:

The list of members of a limited liability company or partnership or the list of founding shareholders and shareholders being foreign investors of a joint stock company, or the list of beneficial owners of the enterprise must contain the following principal details:”;

c) To add Clause 5 after Clause 4 as follows:

“5. The list of beneficial owners of the enterprise contains the following principal details: Full names, date of birth, citizenship, ethnicity; gender; contact addresses; holding rate or control right; and information on the legal papers of the individuals being the beneficial owners of the enterprise.”.

12. To amend, supplement and annul a number of clauses of Article 26 as follows:

a) To annul Clause 3 and Clause 4;

b)To amend and supplement Clause 6 as follows:

“6. The Government shall prescribe the dossier, order and procedures for, and inter-agency coordination, in enterprise registration, and online enterprise registration.”.

13. To amend and supplement Clause 1, Article 31 as follows:

“1. An enterprise shall notify the business registration agency of any change in one of the following contents:

a) Business line(s);

b) Founding shareholder(s) and shareholder(s) being foreign investor(s), for a joint stock company, except listed companies and companies registered for securities trading;

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

d) Other contents in the enterprise registration dossier.”.

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

“1a. Competent state agencies as prescribed by law may request the state agency in charge of business registration to provide information on the beneficial owners of enterprises that is stored in the National Information System on Business Registration to serve anti-money laundering work free of charge.”.

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

“a) Offering for sale such contributed capital amount to the other members in proportion to their contributed capital amounts in the company with the same offer conditions;”.

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

“9. The contents relating to the order and procedures for convening and holding meetings of the Members’ Council in the case prescribed in Clause 4, Article 56 shall follow provisions of Clauses 2, 3, 4, 5, and 6 of this Article. Reasonable expenses for convening and holding the meeting of the Members’ Council shall be reimbursed by the company.”.

17. To amend and supplement a number of points of Clause 5, Article 112 as follows:

a) To amend and supplement Point a as follows:

“a) Under a decision of the General Meeting of Shareholders, the company returns part of the contributed capital to shareholders in proportion to their share holding rate in the company if the company has been operating for at least 2 years counting from the time of enterprise registration, excluding the duration of registered business suspension, while ensuring payment of all debts and other asset obligations after returning part of the contributed capital to shareholders;”;

b) To add Point d after Point c as follows:

“d) The company returns contributed capital upon request, under conditions specified in the share certificate, to shareholders holding redeemable preference shares in accordance with this Law and the company’s charter.”.

18. To amend and supplement Clause 4, Article 115 as follows:

“4. A request for convening of a meeting of the General Meeting of Shareholders specified in Clause 3 of this Article shall be made in writing, containing the following contents: full name, contact address, citizenship, serial number of the legal paper, for an individual shareholder; name, enterprise identification number or serial number of the legal paper and head office address, for an institutional shareholder; number of shares and time of registration of shares of each shareholder, total number of shares of the group of shareholders, and holding rate in total shares of the company, and grounds and reasons for the request. A request shall be accompanied by documents and evidence of the violation of the Board of Directors and its seriousness, or of the decision falling beyond its competence. A shareholder or a group of shareholders shall bear full legal responsibility for the accuracy and truthfulness of the documents and evidence provided to the competent agency when requesting the convening of the General Meeting of Shareholders.”.

19. To amend and supplement a number of points and clauses of Article 128 as follows:

a) To amend and supplement Point b, Clause 2 as follows:

“b) Professional securities investors participating in the purchase, trading, or transfer of private placed bonds in accordance with the law on securities.”;

b) To add Point c1 after Point c, Clause 3 as follows:

“c1) The company’s liabilities (including the value of the proposed bonds to be issued) must not exceed five times the equity of the issuing organization according to the audited financial statements of the year immediately preceding the year of issuance; except for issuing organizations being state enterprises, enterprises issuing bonds for the implementation of real estate projects, credit institutions, insurance enterprises, reinsurance enterprises, insurance brokerage enterprises, securities companies, and securities investment fund management companies, which shall comply with the relevant laws;”.

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

“4a. For companies with an organizational structure as prescribed at Point b, Clause 1, Article 137, where the Board of Directors fails to convene the General Meeting of Shareholders under Clause 2 of this Article, then within the following 30 days, the shareholder or group of shareholders as prescribed in Clause 2, Article 115 of this Law may convene the General Meeting of Shareholders on behalf of the company in accordance with this Law. Reasonable expenses for convening and holding the General Meeting of Shareholders shall be reimbursed by the company.”.

21. To amend and supplement Clause 1, Article 141 as follows:

“1. The list of shareholders entitled to attend the General Meeting of Shareholders shall be prepared based on the register of shareholders and the register of securities holders of the company. The list of shareholders entitled to attend the General Meeting of Shareholders shall be prepared no earlier than 10 days prior to the date of sending the invitation to the General Meeting of Shareholders, unless a shorter period is specified in the company charter.”.

22. To amend and supplement Clause 3, Article 176 as follows:

“3. Joint stock companies other than listed companies and companies registered for securities trading shall notify the business registration agencies within 3 working days after obtaining information or making any change in information on the first name, last name, citizenship, passport number, contact address, number and types of shares of a foreign individual shareholder; name and enterprise identification number, head office address, number and types of shares of a foreign institutional shareholder; or first name, last name, citizenship, passport number and contact address of the authorized representative of a foreign institutional shareholder.”.

23. To amend and supplement Point c, Clause 1, Article 207 as follows:

“c) The company no longer satisfies the requirement on the minimum number of members or shareholders prescribed in this Law for 6 consecutive months without carrying out enterprise transformation procedures;”.

24. To amend and supplement Clause 1, Article 213 as follows:

“1. A branch, representative office or business location of an enterprise may terminate its operation under a decision of the enterprise itself or under a competent state agency’s decision on revocation of the enterprise registration certificate, or operation registration certificate of the branch or representative office or business location.”.

25. To amend and supplement a number of points and clauses of Article 215 as follows:

a) To amend and supplement Clause 3 as follows:

“3. Provincial-level People’s Committees shall perform the state management of enterprises in their respective localities, and organize the business registration agency and issue procedures for examining business registration contents in the locality to ensure publicity and transparency.”;

b) To amend and supplement Point c, Clause 4 as follows:

“c) Information about the operation and legal status of enterprises, with a view to raising the effect of state management.”;

b) To add Clause 4a after Clause 4 as follows:

“4a. In case an enterprise is established and operates under a specialized law, the registration agency shall be responsible for integrating, sharing, and updating information on enterprise registration and establishment with the National Information System on Business Registration.”.

26. To add Point h after Point g, Clause 1, Article 216 as follows:

“h) To retain information on the beneficial owner of the enterprise for at least 5 years from the date of dissolution or bankruptcy of the enterprise in accordance with the law.”.

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

“6. The Government shall provide detailed regulations on criteria for determination, entities responsible for declaration and the declaration of information on beneficial owners of enterprises; and the provision, retention, and sharing of information on beneficial owners of enterprises.”.

28. To replace the phrase “hassling” with the phrase “committing harassment” in Clause 1, Article 16.

Article 2. Effect

This Law takes effect from July 1, 2025.

Article 3. Transitional provisions

1. For enterprises registered for establishment before the effective date of this Law, the supplementation of information on the beneficial owner of the enterprise (if any) and information for identifying the beneficial owner of the enterprise (if any) shall be carried out concurrently at the time the enterprise performs procedures for registration of changes to enterprise registration contents or notification of changes to enterprise registration contents at the nearest time, unless the enterprise requests earlier supplementation.

2. For private placement bond offerings for which information disclosure contents were submitted to the Stock Exchange before the effective date of this Law, the provisions of the Law on Enterprises No. 59/2020/QH14 as amended and supplemented under Law No. 03/2022/QH15 shall continue to apply.

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

Chairman of the National Assembly

TRAN THANH MAN