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Key 2025 amendments to Vietnam’s Law on Enterprises22 July 2025

On 17 June 2025, the National Assembly of Vietnam has promulgated the Law No. 76/2025/QH15 amending and supplementing the Law on Enterprises No. 59/2020/QH14 (“LOE Amendments 2025”), which shall take effect on 1 July 2025.

A central highlight of the LOE Amendments 2025 is the introduction of an entirely new legal framework governing the concept of the ultimate beneficial owner (”UBO”) of an enterprise with the status of a legal entity. This reform underscores Vietnam’s commitment to meeting international standards set by the Financial Action Task Force (“FATF”),¹ as well as the objectives outlined in its National Action Plan on Anti-Money Laundering, Counter-Terrorist Financing and Counter-Proliferation Financing for 2021–2025. It also forms part of the country’s broader efforts to be removed from the FATF’s Grey List.²

Alongside this significant development, the Draft also proposes a range of revisions and supplements aimed at updating provisions of the current law that have become outdated or misaligned with current regulatory and business practices.

This article provides an overview of the most notable legislative changes introduced under the LOE Amendments.

"A central focus of the LOE Amendments 2025 is the introduction of a comprehensive legal framework surrounding the concept of the UBO. "

NEW REGULATIONS ON UBOs

A central focus of the LOE Amendments 2025 is the introduction of a comprehensive legal framework surrounding the concept of the UBO. For the first time, the law sets out a statutory definition of a UBO:

Pursuant to Article 1.1(d) of the LOE Amendments 2025, a UBO is defined as “an individual who actually owns the charter capital or exercises controlling rights over the enterprise, except where such individual is acting as the direct representative of the State in enterprises wholly owned by the State, or as the representative of State capital in joint-stock companies or multi-member limited liability companies, in accordance with laws on the management and investment of State capital in enterprises”. This definition focusses on the actual individuals who own or control a legal entity, either through equity ownership or decision-making authority. It excludes state-appointed representatives acting on behalf of the state.

Further clarity is provided under Decree No. 168/2025/NĐ-CP dated 30 June 2025 on enterprise registration (effective 1 July 2025) (“Decree No. 168”), which outlines the criteria for identifying a UBO. Specifically, a UBO is an individual who meets any of the following conditions:

  • direct or indirect ownership of at least 25% of the enterprise’s charter capital or voting shares.³ In this regard, indirect ownership refers to holding such interest through another organisation;⁴ and
  • controlling rights over corporate decisions, including at least one of the following: appointment, removal, or dismissal of a majority or all members of the board of directors, chairperson, members’ council, legal representative, director, or general director; amendments to the company’s charter; changes to the company’s governance structure; reorganisation or dissolution of the enterprise.⁵

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"the LOE Amendments 2025 and Decree No. 168 impose expanded obligations on enterprises in relation to the identification, disclosure, and management of UBO information."

In line with this new definition, the LOE Amendments 2025 and Decree No. 168 impose expanded obligations on enterprises in relation to the identification, disclosure, and management of UBO information. Enterprises are now required to:

  • collect, update, and maintain a list of its UBO (the “UBO List”) at their head office or another location specified in the company charter.⁶ This must include detailed personal and ownership information, including full name, date of birth, nationality, ethnicity, gender, contact address, ownership ratio or nature of control and identification details of the individual UBO;⁷
  • disclose UBO List as part of their business registration documentation,⁸ including any individual or organization holding 25% or more of voting shares or charter capital, whether as a shareholder, member of a partnership or multi-member LLC, or owner of a single-member LLC.⁹ For entities established after the effective date of the LOE Amendments 2025 (1 July 2025), this disclosure is mandatory at the time of registration. Enterprises incorporated before that date must supplement their Ultimate Beneficial Owners List concurrently with any changes to their enterprise registration details or earlier upon request;¹⁰ and
  • notify any changes to Ultimate Beneficial Owners information or ownership ratio previously declared. This notification must be submitted to the business registration authority within ten (10) days of any update.¹¹

Besides, the national business registry agency is now obliged to retain the Ultimate Beneficial Owners List for at least five (5) years following the enterprise’s dissolution, bankruptcy.¹² In addition, competent state authorities, as defined by law, are entitled to request information about a business’ Ultimate Beneficial Owner that is stored in the National Business Registration System from the business registration authority for the purposes of anti-money laundering enforcement.¹³ Relevant state agencies are also responsible for sharing any available Ultimate Beneficial Owner information with the National Business Registration System to support anti-money laundering efforts.¹⁴

"The new regulations under the LOE Amendments 2025 provide a more detailed approach to determining the market price of capital contributions or shares."

OTHER NOTABLE REVISIONS

Identify the Market Value of Stake or Share

The new regulations under the LOE Amendments 2025 provide a more detailed approach to determining the market price of capital contributions or shares. The market price is relevant for a number of purposes, including in particular, laws relating to transactions with related parties¹⁵ and share buybacks.¹⁶ Previously, the market price was identified as the latest market transaction price mutually agreed between buyer and seller, or a price determined by a valuation organization.¹⁷ It did not distinguish between listed and unlisted securities.

Under the new framework, the method varies depending on the type of security. For listed or registered shares, the market price is defined as the 30-day average trading price prior to the valuation date, or alternatively, the agreed price or a valuation-assessed price. For unlisted shares or capital contributions, the approach remains consistent with the old regulation.¹⁸ According to the Ministry of Finance, the drafting authority of the amendments, this refinement seeks to prevent price manipulation practices often observed in the securities market.¹⁹

Member Council Meeting/General Meeting of Shareholders (“GMS”) Procedural in Special Circumstances

Firstly, under the previous Law on Enterprises 2020, Article 57 provides general procedures for convening a meeting of the Members’ Council in a multi-member limited liability company. However, a notable gap is that it did not specify the procedural steps for convening meetings in special circumstances outlined under Article 56.4, particularly when the Chairperson of the Members’ Council is unable to perform their duties due to absence, death, detention, legal incapacity, or other situations.

To address this, the LOE Amendments 2025 clarifies that in these special cases, the procedures for inviting and convening a Members’ Council meeting shall follow the same process set out in Clauses 2 to 6 of Article 57. The amendments also specify that any reasonable expenses incurred in organizing the meeting will be reimbursed by the company.²⁰

Secondly, Article 140 of the previous Law on Enterprises 2020 outlines the procedures for convening a General Meeting of Shareholders (GMS) in joint stock companies. However, it does not address situations where the company operates under the governance model specified in Article 137.1(b)—which omits the Supervisory Board. In practice, when the Board fails to convene a GMS in accordance with Article 140.2, there was no clear legal guidance for shareholders to initiate the meeting.

To close this gap, the LOE Amendments 2025 introduce a new Clause 4a to Article 140, which allows shareholders or groups of shareholders to convene the GMS on behalf of the company if the Board does not act within the prescribed timeframe.²¹

"The LOE Amendments 2025 introduce a new requirement for non-public joint stock companies issuing private bonds."

Additional Condition for Private Bond Offerings

The LOE Amendments 2025 introduce a new requirement for non-public joint stock companies issuing private bonds. Specifically, the issuer’s total liabilities (including the value of the intended bond issuance) must not exceed five (5) times its equity, based on the latest audited annual financial statement. This requirement does not apply to certain entities such as state-owned enterprises, real estate bond issuers, credit institutions, insurers, reinsurers, insurance brokers, securities companies, and fund management companies.²²

This amendment aims to strengthen investor protection and better reflect market practice.²³

As Vietnam moves toward greater transparency, accountability, and alignment with international best practices, the LOE Amendments 2025 mark an important step in enhancing the country’s corporate legal framework. Further guidance from implementing regulations is expected to ensure the effective application of these reforms in practice.

Hanoi Trainee Solicitor Mai Do also contributed to this article. 

[1] According to FATF’s statements in relation to “Jurisdictions under Increased Monitoring – 13 June 2025”: “Vietnam should continue working on implementing its FATF action plan to address its strategic deficiencies, including by: […] establishing a regime that provides competent authorities with adequate, accurate and up-to-date information on beneficial ownership.
[…] The FATF encourages Vietnam to continue to implement its action plan to address the above-mentioned strategic deficiencies as soon as possible.”
See more at https://www.fatf-gafi.org/en/publications/High-risk-and-other-monitored-jurisdictions/increased-monitoring-june-2025.html
[2] As stated in the Vietnam Ministry of Finance’s Proposal for the Draft LOE Amendments 2025.
The Grey List, formally known as Jurisdictions under Increased Monitoring, identifies “countries that are actively working with the FATF to address strategic deficiencies in their regimes to counter money laundering, terrorist financing, and proliferation financing. When the FATF places a jurisdiction under increased monitoring, it means the country has committed to resolve swiftly the identified strategic deficiencies within agreed timeframes and is subject to increased monitoring.” See more at https://www.fatf-gafi.org/en/countries/black-and-grey-lists.html
[3] Article 17.1.a of Decree No. 168.
[4] Article 17.2 of Decree No. 168.
[5] Article 17.1.b of Decree No. 168.
[6] Article 1.2 and Article 1.3 of the LOE Amendments 2025; Article 11.2 of the Law on Enterprises No. 59/2020/QH14; Article 19 of Decree No. 168.
[7] Article 1.11.b) of the LOE Amendments 2025
[8] Article 1.7 to 1.10 of the LOE Amendments 2025.
[9] Article 18 of Decree No. 168.
[10] Article 3.1 of the LOE Amendments 2025.
[11] Article 52 of Decree No. 168.
[12] Article 1.26 of the LOE Amendments 2025.
[13] Article 1.14 of the LOE Amendments 2025.
[14] Article 74.5 of Decree No. 168.
[15] Article 86 of the Law on Enterprises No. 59/2020/QH14.
[16] Article 132 and Article 133 of the Law on Enterprises No. 59/2020/QH14.
[17] Article 4.14 of the Law on Enterprises No. 59/2020/QH14.
[18] Article 1.1.b) of the LOE Amendments 2025.
[19] As stated in the Vietnam Ministry of Finance’s Proposal for the Draft LOE Amendments 2025.
[20] Article 1.16 of the LOE Amendments 2025.
[21] Article 1.20 of the LOE Amendments 2025.
[22] Article 1.19.b) of the LOE Amendments 2025.
[23] As stated in the Vietnam Ministry of Finance’s Proposal for the Draft LOE Amendments 2025.

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