SOME NEW POINTS IN LAW NO. 76/2025/QH15 AMENDING AND SUPPLEMENTING A NUMBER OF ARTICLES OF THE LAW ON ENTERPRISES NO. 59/2020/QH14

At the 9th session on June 17, 2025 of the 15th National Assembly of the Socialist Republic of Vietnam, the National Assembly passed Law No. 76/2025/QH15 amending and supplementing a number of articles of the Law on Enterprises No. 59/2020/QH14. Law No. 76/2025/QH15 takes effect from July 1, 2025 and has some noteworthy contents as follows:

1. Supplementing the case of civil servants being established, managed and contributing capital to enterprises

Clause 6, Article 1 of Law No. 76/2025/QH15 amending Clause 2, Clause 3, Article 17 of Law No. 59/2020/QH14:

• a) Point b Clause 2 is amended as follows: “b) Cadres, civil servants and public employees in accordance with the Law on Cadres and Civil Servants and the Law on Public Employees, except for cases in accordance with the provisions of the law on science, technology, innovation and national digital transformation”
• b) Point b Clause 3 is amended as follows: “b) Entities not allowed to contribute capital to enterprises as prescribed by theLaw on Cadres and Civil Servants,Law on Public EmployeesandLaw on Corruption Prevention and Combat, except for cases in accordance with the provisions of the law on science, technology, innovation and national digital transformation”

Cadres, civil servants and public employees who comply with the provisions of the law on science, technology, innovation and national digital transformation can establish and manage enterprises, contribute capital, buy shares, buy capital contributions to joint-stock companies, etc limited liability companies and partnerships to implement the provisions of the law on national science, technology, innovation and digital transformation.

2. Amendments and supplements to regulations on reduction of charter capital of joint-stock companies

• Clause 17, Article 1 of Law No. 76/2025/QH15 amending Clause 5, Article 112 of Law No. 59/2020/QH14: “According to the decision of the General Meeting of Shareholders, the company shall return part of the contributed capital to shareholders according to their share ownership in the company if the company has been in business for 02 years or more from the date of registration of the establishment of the enterprise, excluding the time registration of business suspension and ensuring full payment of debts and other property obligations after being reimbursed to shareholders”;
• Point d is added after Point c, Clause 5, Article 112 as follows: “d) The company shall return the contributed capital according to the requirements and conditions stated in the shares to shareholders who own shares with the right to preferential refund in accordance with the provisions of this Law and the company’s charter”.

3. Supplementing regulations related to beneficial owners of enterprises

• Clause 35 is added after Clause 34, Article 4, which defines “The beneficial owner of an enterprise with legal status (hereinafter referred to as the beneficial owner of the enterprise) is an individual who has the actual ownership of charter capital or has the right to dominate that enterprise, except for the case where the direct owner’s representative in the enterprise in which the State holds 100% of the charter capital and the representative of the state capital in a joint-stock company or limited liability company with two or more members in accordance with the law on management and investment of state capital in enterprises”;

• Obligations of enterprises: Clause 5a is added after Clause 5, Article 8 “Collecting, updating and retaining information on beneficial owners of enterprises; provide information to competent state agencies to identify the beneficial owners of enterprises when requested”;
•  Archiving documents of the enterprise: adding Point h after Point g, Clause 1, Article 11 “List of beneficial owners of the enterprise (if any)”;
•  Contents of the enterprise registration application: Clause 10 is added after Clause 9, Article 23 “Information on the beneficial owner of the enterprise (if any)”;
•  Notice of changes in enterprise registration contents: amending Point c, Clause 1, Article 31 “Information on the beneficial owner of the enterprise, except for listed companies and securities trading registration companies”.

4. Amendments and supplements to regulations on private placement of bonds

Point b, Clause 19, Article 1 of Law No. 76/2025/QH15 adds Point c1 after Point c, Clause 3, 128 of Law No. 59/2020/QH14 to require additional conditions for joint-stock companies other than public companies offering individual bonds as follows: Having liabilities (including the value of bonds expected to be issued) not exceeding 05 times the equity of the issuer according to the financial statements of the year immediately preceding the year of issuance is audited. Except for issuers being state-owned enterprises, bond issuers for the implementation of real estate projects, credit institutions, insurance enterprises, reinsurance enterprises, insurance brokerage enterprises, securities companies, securities investment fund management companies shall comply with relevant laws.