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^[1]

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

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

Article 1. To amend and supplement 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 an after-tax profit amount paid in cash or in another asset for each share.”;

b/ To amend and supplement Clause 14 as follows:

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

a/ The average trading price within the 30 consecutive days preceding the price determination date, or the price agreed upon between the seller and the buyer, or the price determined by a price appraisal organization, for listed stocks or stocks registered for trading on the securities trading system;

b/ The price in the last transaction in the market, or the price agreed upon between the seller and the buyer, or the price determined by a price appraisal organization, for capital contributions or shares other than those specified at 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’s identity card, passport, or another lawful paper of personal identification.”;

d/ To add Clause 35 below Clause 34 as follows:

“35. Beneficial owner of an enterprise having the legal person status (below referred to as an enterprise’s beneficial owner) means an individual who has the actual ownership of charter capital of or has controlling interest in that enterprise, except a direct representative of the 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 the law on management and use of state capital at enterprises.”.

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

“5a. To collect, update and retain information on the enterprise’s beneficial owners; to provide information to the competent state agency for determination of the enterprise’s beneficial owners when so requested.”.

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

“h/ List of the enterprise’s beneficial owners (if any).”.

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

“2. The legal representative of an enterprise shall take personal responsibility in accordance with law for 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 sufficiently pay in charter capital as registered without registration of adjustment of charter capital in accordance with law; deliberately making inaccurate valuation 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 those specified in the law 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, temporarily detained, serving imprisonment sentences or executing administrative handling measures at compulsory drug rehabilitation facilities 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 those permitted by the law 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 the enterprise’s beneficial owners (if any).”.

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

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

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

“10. Information about the enterprise’s beneficial owners (if any).”.

11. To amend and supplement the title and opening paragraph of Article 25, and add Clause 5 below Clause 4, Article 25 as follows:

a/ To amend and supplement the title 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 an enterprise’ beneficial owners”;

b/ To amend and supplement the opening paragraph as follows:

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

c/ To add Clause 5 below Clause 4 as follows:

“5. The list of an enterprise’ beneficial owners must contain the following principal contents: full name; date of birth; citizenship; ethnic group; gender; contact address; ratio of ownership or controlling interest; and information on legal papers of individuals being the enterprise’s beneficial owners.”.

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

a/ To annul Clauses 3 and 4;

b/ To amend and supplement Clause 6 as follows:

“6. The Government shall specify the dossier, order and procedures for, and inter-agency coordination in, enterprise registration, and enterprise registration via the electronic network.”.

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 for listed companies and companies that have their securities registered for trading;

c/ Information on the enterprise’s beneficial owners, except for listed companies and companies that have their securities registered for trading;

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

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

“1a. Competent state agencies as specified by law have the right to request state management agencies in charge of business registration to provide information on enterprises’ beneficial owners stored on the National Business Registration Information System to serve the anti-money laundering work without having to pay any charge.”.

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

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

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

“9. Other contents related to the order and procedures for invitation to a meeting and convening a meeting of the Board of Members in the case specified in Clause 4, Article 56 must comply with the relevant provisions of Clauses 2, 3, 4, 5 and 6 of this Article. Reasonable expenses of convening and conducting a meeting of the Board of Members 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 shareholding rates in the company if the company has been continuously operating for at least 2 years counting from the time of enterprise registration, excluding the registered period of 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 below Point c as follows:

“d/ The company returns the contributed capital upon requests or under the conditions stated in the redeemable preferred share certificates to their holders 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 evidences of the violation of the Board of Directors and its seriousness, or of the decision falling beyond its competence. The shareholder or group of shareholders shall take full responsibility before law for the accuracy and truthfulness of the documents and evidences submitted to the competent agency when requesting convening of a meeting 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 that purchase, trade in or transfer privately placed bonds must comply with the law on securities.”;

b/ To add Point c1 below Point c, Clause 3 as follows:

“c1/ The total payable debt amount of the issuer (including the value of bonds to be issued) must not exceed 5 times its equity stated in its audited financial statement of the year preceding the year of the private placement; other than an issuer that is a state-owned enterprise, an enterprise issuing bonds for implementing a real estate project, a credit institution, an insurer, a reinsurer, an insurance brokerage company, a securities company or a securities investment fund management company, which must comply with relevant laws;”.

20. To add Clause 4a below Clause 4, Article 141 as follows:

“4a. For a company that has the organizational and managerial structure specified at Point b, Clause 1, Article 137, in case its Board of Directors fails to convene a General Meeting of Shareholders under Clause 2 of this Article, within the next 30 days, the shareholder or group of shareholders specified 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 of convening and conducting meetings of 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 of the company and register of securities owners 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 that have their securities registered for trading shall notify the business registration agencies within 3 working days after obtaining information or making any change in information on the full 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 full 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 requirements on the minimum number of members and shareholders specified 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, 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, organize business registration agencies, and promulgate procedures for inspection of business registration contents in their localities to ensure publicity and transparency.”;

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

“c/ To coordinate in providing and sharing information about the operation and legal status of enterprises, with a view to improving the effect of the state management.”;

c/ To add Clause 4a below Clause 4 as follows:

“4a. In case an enterprise is established and operates in accordance with a relevant specialized law, the agency that issued the registration certificate shall integrate, share and update information on the establishment and registration of the enterprise on the National Enterprise Registration Information System.”.

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

“h/ To retain information on the enterprise’s beneficial owners for at least 5 years from the date of its dissolution or bankruptcy in accordance with law.”.

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

“6. The Government shall specify criteria for determination of, and entities responsible for declaration and the declaration of information about, enterprises’ beneficial owners, information used for determining enterprises’ beneficial owners, and the provision, retention and sharing of information about enterprises’ beneficial owners.”.

28. To replace the word “hassling” in Clause 1, Article 16 with the word “harassing”.

Article 2. Effect

This Law takes effect on July 1, 2025.

Article 3. Transitional provisions

1. For an enterprise registered for establishment before the effective date of this Law, the addition of information on its beneficial owners (if any) or information used for determining its beneficial owners (if any) shall be concurrently made when it carries out the latest procedures for registration of changes to enterprise registration contents or notification of changes to enterprise registration contents, unless an earlier addition of information is requested by the enterprise.

2. In case information to be disclosed before a private placement of corporate bonds is sent to the Stock Exchange before the effective date of this Law, the private placement of corporate bonds shall continue to comply with Law No. 59/2020/QH14 on Enterprises, which has a number of articles amended and supplemented under Law No. 03/2022/QH15.

This Law was passed on June 17, 2025, by the 15^th National Assembly of the Socialist Republic of Vietnam, at its 9^th session.-

Chairman of the National Assembly
TRAN THANH MAN