Amended Enterprise Law No. 76/2025/QH15

THE LAW

AMENDMENTS AND SUPPLEMENTS TO A NUMBER OF ARTICLES OF THE ENTERPRISE LAW

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

The National Assembly promulgates 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 under Law No. 03/2022/QH15.

Article 1. Amendments and supplements to 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 is the after-tax profit paid per share in cash or other assets.”;

b) To amend and supplement Clause 14 as follows:

"14. Market price of contributed capital or shares the:

a) Average transaction price within 30 consecutive days prior to the price determination date or price agreed between seller and buyer or price determined by a valuation organization for listed shares registered for trading on the securities trading system;

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

c) To amend and supplement Clause 16 as follows:

"16. Legal documents of individuals is one of the following documents: ID card, Citizen ID card, Passport, other legal personal identification documents.”;

d) Add clause 35 after clause 34 as follows:

"35. Beneficial owner of a legal entity (hereinafter referred to as beneficial owner of the enterprise) is an individual who has actual ownership of the charter capital or has the right to control that enterprise, except for the case of the direct owner representative at an enterprise in which the State holds 100% of the charter capital and the representative of the State capital portion at a joint stock company or a limited liability company with two or more members according to the provisions of law on management and investment of State capital in enterprises.”.

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

“5a. Collect, update, and store information on beneficial owners of the enterprise; provide information to competent state agencies to identify beneficial owners of the enterprise upon request.”.

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

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

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

“2. The legal representative of an enterprise shall be personally liable according to the provisions of law for damages to the enterprise caused by violating the responsibilities prescribed in Clause 1 of this Article.”.

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

“4. False declaration, dishonest declaration, inaccurate declaration of the contents of the business registration dossier and the contents of the dossier for registration of changes to the business registration contents.

5. Falsely declaring charter capital through the act of not contributing enough charter capital as registered without registering for charter capital adjustment according to the provisions of law; intentionally valuing contributed capital at incorrect value.”.

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

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

“b) Cadres, civil servants and public employees as prescribed by the Law on Cadres, Civil Servants and the Law on Public Employees, except for cases prescribed by law on science, technology, innovation and national digital transformation;”;

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

“e) Persons who are being prosecuted for criminal liability, detained, serving a prison sentence, serving an administrative measure at a compulsory drug rehabilitation facility, a compulsory education facility, or who are prohibited by the Court from holding a position, practicing a profession or doing certain work; other cases as prescribed by the Bankruptcy Law and the Law on Anti-Corruption;”;

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

“b) Subjects not allowed to contribute capital to enterprises according to the provisions of the Law on Cadres and Civil Servants, the Law on Public Employees and the Law on Anti-Corruption, except in cases where it is implemented according to the provisions of 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 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 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 owner of the enterprise (if any)”.

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

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

“Article 25. List of members of limited liability companies, partnerships, list of founding shareholders and shareholders who are foreign investors of joint stock companies, list of beneficial owners of enterprises";

b) Amend and supplement the opening paragraph as follows:

“The list of members of a limited liability company, partnership, list of founding shareholders and shareholders who are foreign investors of a joint stock company, list of beneficial owners of an enterprise must include the following main contents:”;

c) Add clause 5 after clause 4 as follows:

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

12. Amend, supplement and abolish a number of clauses of Article 26 as follows:

a) Abolish clauses 3 and 4;

b) To amend and supplement Clause 6 as follows:

“6. The Government shall prescribe the dossiers, procedures, processes, and interconnectivity in business registration and business registration via electronic information networks.”.

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

“1. Enterprises must notify the Business Registration Authority when there is a change in one of the following contents:

a) Line of business;

b) Founding shareholders and shareholders who are foreign investors in joint stock companies, except for listed companies and companies registered for securities trading;

c) Information on beneficial owners of the enterprise, except for 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. Competent state agencies as prescribed by law have the right to request the State management agency on business registration to provide information on beneficial owners of enterprises stored on the National Business Registration Information System to serve the work of preventing and combating money laundering and are not required to pay a fee.”.

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 contents related to the order and procedures for inviting and convening meetings of the Board of Members in the cases specified in Clause 4, Article 56 shall be implemented in accordance with the provisions in Clauses 2, 3, 4, 5 and 6 of this Article. Reasonable costs for convening and conducting meetings of the Board of Members shall be reimbursed by the company.”.

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

a) Amend and supplement point a as follows:

“a) According to the decision of the General Meeting of Shareholders, the company shall return a portion of the capital contribution to shareholders in proportion to their share ownership in the company if the company has been in business for 02 years or more from the date of business registration, excluding the period of temporary suspension of business registration, and shall ensure full payment of debts and other financial obligations after returning to shareholders;”;

b) Add point d after point c as follows:

“d) The company shall refund the contributed capital upon request and under the conditions stated in the shares to shareholders owning shares with preferential refund rights as prescribed by this Law and the Company Charter.”.

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

“4. The request to convene a meeting of the General Meeting of Shareholders as prescribed in Clause 3 of this Article must be in writing and must include the following contents: full name, contact address, nationality, legal document number of the individual for individual shareholders; name, enterprise code or legal document number of the organization, head office address for organizational shareholders; number of shares and time of share registration of each shareholder, total number of shares of the group of shareholders and ownership ratio in the total number of shares of the company, basis and reason for requesting to convene a meeting of the General Meeting of Shareholders. Attached to the request to convene a meeting must be documents and evidence of violations by the Board of Directors, the level of violations or decisions beyond its authority. Shareholders or groups of shareholders shall be fully responsible before the law for the accuracy and truthfulness of the documents and evidence provided to the competent authority when requesting to convene 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) Amend and supplement point b, clause 2 as follows:

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

b) Add point c1 after point c, 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 according to 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 enterprises, reinsurance enterprises, insurance brokerage enterprises, securities companies, securities investment fund management companies, which shall comply with the provisions of relevant laws;”.

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

“4a. For a company 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, the shareholder or group of shareholders as prescribed in Clause 2, Article 115 of this Law shall have the right to represent the company to convene a General Meeting of Shareholders as prescribed in this Law. Reasonable expenses for convening and conducting 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 shareholder register and the securities owner register of the company. The list of shareholders entitled to attend the General Meeting of Shareholders shall be prepared no later than 10 days before the date of sending the invitation to the General Meeting of Shareholders unless the Company Charter stipulates a shorter period.”.

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

“3. Joint stock companies, except listed companies and companies registered for securities trading, must notify the Business Registration Authority no later than 03 working days after receiving information or changing information about the full name, nationality, passport number, contact address, number of shares and type of shares of shareholders who are foreign individuals; name, enterprise code, head office address, number of shares and type of shares of shareholders who are foreign organizations; and full name, nationality, passport number, contact address of the authorized representative of shareholders who are foreign organizations.”.

23. Point c, Clause 1, Article 207 shall be amended and supplemented as follows:

“c) The company no longer has the minimum number of members and shareholders as prescribed by this Law for a period of 06 consecutive months without completing procedures to convert the type of enterprise;”.

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

“1. Branches, representative offices, and business locations of enterprises shall terminate their operations according to the decision of the enterprise itself or according to the decision to revoke the Certificate of Business Registration, branch, representative office, and business location activities of a competent state agency.”.

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. The People's Committee at the provincial level shall perform state management of enterprises within the locality, and shall be responsible for organizing the Business Registration Office and promulgating procedures for checking the contents of business registration in the locality to ensure publicity and transparency.”;

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

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

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

“4a. In case an enterprise is established and operates in accordance with the law on industry and sector management, the registration authority is responsible for integrating, sharing, and updating information on enterprise registration and establishment with the National Enterprise Registration Information System.”.

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

“h) Keep information about beneficial owners of the enterprise for at least 05 years from the date of enterprise dissolution or bankruptcy in accordance with the provisions of 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 of declaration and the declaration of information on beneficial owners of enterprises, information to determine 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 “harassment” in Clause 1, Article 16.

Article 2. Enforcement

This law takes effect from the date of April, April, April and April of the year.

Article 3. Transitional provisions

1. For enterprises registered before the effective date of this Law, the addition of information on the beneficial owner of the enterprise (if any), information to identify the beneficial owner of the enterprise (if any) shall be carried out simultaneously at the time the enterprise carries out the procedures for registering changes to the enterprise registration contents, notifying the latest change to the enterprise registration contents, except in cases where the enterprise requests to add information earlier.

2. For private corporate bond offerings that have submitted pre-offering information disclosure to the Stock Exchange before the effective date of this Law, the provisions of Enterprise Law No. 59/2020/QH14, which has been amended and supplemented by a number of articles under Law No. 03/2022/QH15, shall continue to be implemented.

This Law was passed by the 9th National Assembly of the Socialist Republic of Vietnam, 17th Session on June 6, 2025.

 

PRESIDENT OF CONGRESS Tran Thanh Man