Law Amending and Supplementing Certain Articles of the Enterprise Law No. 76/2025/QH15

LAW
AMENDMENTS AND SUPPLEMENTS TO CERTAIN ARTICLES OF THE ENTERPRISE LAW

Pursuant to the Constitution of the Socialist Republic of Vietnam amended and supplemented by Resolution No. 203/2025/QH15;

The National Assembly promulgates this Law amending and supplementing certain articles of the Enterprise Law No. 59/2020/QH14 which has been amended and supplemented by Law No. 03/2022/QH15.

Article 1. Amendments and supplements to the Enterprise Law

1. Amend and supplement some clauses of Article 4 as follows:

a) Amending and supplementing Clause 5 as follows:

"5. Dividends are the portion of post-tax profits paid to each share in the form of money or other assets."

b) Amend and supplement Clause 14 as follows:

"14. The market value of contributed capital or shares is:

a) The average transaction price over the last 30 consecutive days prior to the valuation date or the agreed price between the seller and buyer or the price determined by an appraisal organization for listed or registered securities trading on a securities trading system;

b) The transaction price on the market at the time immediately preceding or the agreed price between the seller and buyer or the price determined by an appraisal organization for contributed capital or shares not falling under point a of this clause;"

c) Amend and supplement Clause 16 as follows:

"16. Legal documents of individuals include one of the following: identification card, citizen identification card, passport, or other legally recognized personal identification documents;"

d) Supplement Clause 35 after Clause 34 as follows:

"35. The beneficial owner of a business with legal person status (hereinafter referred to as the beneficial owner of the business) is an individual who actually owns part of the charter capital or has control over the business, except in cases where the direct representative of the owner in a state-owned enterprise holding 100% of the charter capital and the representative of state capital in a joint-stock company or a limited liability company with two or more members is governed by the laws on state asset management and investment;"

2. Supplement Clause 5a after Clause 5 of Article 8 as follows:

"5a. Collect, update, and retain information about the beneficial owner of the business; provide such information to competent state agencies when requested to determine the beneficial owner of the business;"

3. Supplement Point h after Point g of Clause 1 of Article 11 as follows:

"h) List of beneficial owners of the business (if any);"

4. Amend and supplement Clause 2 of Article 13 as follows:

"2. The legal representative of the business shall be personally liable according to the provisions of the law for damages caused to the business due to violations of responsibilities stipulated in Clause 1 of this Article;"

5. Amend and supplement Clause 4 and Clause 5 of Article 16 as follows:

"4. False declaration, non-transparent declaration, or inaccurate declaration of the contents of the business registration dossier and the contents of the dossier for changes to business registration;

5. False declaration of the charter capital through actions of not contributing the full amount of the registered charter capital without registering to adjust the charter capital according to the law; intentionally mispricing contributed assets;"

6. Amend and supplement some points and clauses of Article 17 as follows:

a) Amending and supplementing point b Clause 2 as follows:

"b) Civil servants and public officials as prescribed by the Law on Civil Servants and the Law on Public Officials, except in cases carried out according to the laws on science and technology, innovation, and national digital transformation;"

b) Amend and supplement point e of Clause 2 as follows:

"e) Persons currently being investigated for criminal responsibility, detained, serving a prison sentence, serving administrative measures at compulsory drug rehabilitation centers or compulsory education centers, or prohibited from assuming positions, practicing professions, or performing specific tasks by the court; other cases as prescribed by the Bankruptcy Law, the Anti-Corruption Law;"

c) Amend and supplement Point b Clause 3 as follows:

"b) Individuals prohibited from contributing capital to businesses according to the Law on Civil Servants, the Law on Public Officials, and the Anti-Corruption Law, except in cases carried out according to the laws on science and technology, innovation, and national digital transformation;"

7. Amend and supplement Clause 3 of Article 20 as follows:

"3. List of members; list of beneficial owners of the business (if any);"

8. Amend and supplement Clause 3 of Article 21 as follows:

"3. List of members; list of beneficial owners of the business (if any);"

9. Amend and supplement Clause 3 of Article 22 as follows:

"3. List of founding shareholders; list of foreign investors as shareholders; list of beneficial owners of the business (if any);"

10. Supplement Clause 10 after Clause 9 of Article 23 as follows:

"10. Information about the beneficial owner of the business (if any);"

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

a) Amend and supplement the name as follows:

"Article 25. Lists of members of limited liability companies and partnerships, lists of founding shareholders and foreign investor shareholders of joint-stock companies, and lists of beneficial owners of the business;"

b) Amend and supplement the opening paragraph as follows:

"Lists of members of limited liability companies and partnerships, lists of founding shareholders and foreign investor shareholders of joint-stock companies, and lists of beneficial owners of the business must include the following main contents:"

c) Supplement Clause 5 after Clause 4 as follows:

"5. The list of beneficial owners of the business includes the following main contents: surname, given name; date of birth; nationality; ethnicity; gender; contact address; ownership ratio or control rights; information about the legal documents of the individual beneficial owner of the business;"

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

a) Abolish Clause 3 and Clause 4;

b) Amend and supplement Clause 6 as follows:

"6. The Government shall prescribe regulations on the dossier, procedures, and processes for business registration, including electronic business registration;"

13. Amend and supplement Clause 1 of Article 31 as follows:

"1. Businesses must notify the Business Registration Authority of changes in any of the following contents:

a) Business activities;

b) Founding shareholders and foreign investor shareholders of joint-stock companies, except for listed companies and companies registered for securities trading;

c) Information about the beneficial owner of the business, except for listed companies and companies registered for securities trading;

d) Other contents in the business registration dossier;"

14. Supplement Clause 1a after Clause 1 of Article 33 as follows:

"1a. The competent state agency as prescribed by law has the right to request the State Management Agency for Business Registration to provide information on the beneficial owner of the enterprise stored in the National Information System on Enterprise Registration for the purpose of serving anti-money laundering work without payment."

15. Amend and supplement point a of Clause 1 of Article 52 as follows:

"a) Offer to sell that portion of capital contribution to the remaining member according to the proportion corresponding to the remaining member's capital contribution in the company under the same conditions;"

16. Add Clause 9 after Clause 8 of Article 57 as follows:

"9. Content related to the procedures and formalities for convening and calling meetings of the Board of Members in cases provided for in Clause 4 of Article 56 shall be implemented accordingly in accordance with the provisions of Clauses 2, 3, 4, 5, and 6 of this Article. Reasonable costs for convening and holding meetings of the Board of Members will be reimbursed by the company."

17. Amend and supplement some points of Clause 5 of Article 112 as follows:

Amend and supplement point a as follows:

"a) According to the decision of the Shareholders' Meeting, the company shall refund a portion of the capital contribution to the shareholder in proportion to their shareholding ratio in the company if the company has been operating for two years or more from the date of registration of establishment of the enterprise, excluding the time of temporary suspension of business registration, and ensuring sufficient payment of all debts and other financial obligations after refunding to shareholders;"

b) Add point d after point c as follows:

"d) The company shall refund the capital contribution upon request and under the conditions recorded on the share certificate for shareholders holding shares with preferential refund rights as stipulated by this Law and the Company Charter."

18. Amend and supplement Clause 4 of Article 115 as follows:

"4. The requirement to convene a Shareholders' Meeting as provided for in Clause 3 of this Article must be in writing and must include the following contents: name, address, nationality, legal identification number of individuals for individual shareholders; name, business code or legal identification number of organizations, main office address for organizational shareholders; quantity of shares and the registration date of each shareholder, total number of shares of the group of shareholders and the ownership ratio in the total number of shares of the company, basis and reason for requesting to convene a Shareholders' Meeting. Accompanying the request to convene a meeting must be documents and evidence regarding violations by the Board of Directors, the extent of violation, or decisions exceeding authority. Shareholders or groups of shareholders bear full legal responsibility for the accuracy and truthfulness of the documents and evidence provided to the competent authority when requesting to convene a Shareholders' Meeting."

19. Amend and supplement some points and clauses of Article 128 as follows:

"b) Professional securities investors participating in buying, trading, and transferring individual bonds shall comply with the relevant laws on securities;"

a) Amending and supplementing point b Clause 2 as follows:

b) Add point c1 after point c of Clause 3 as follows:

"c1) The debt (including the value of the bonds expected to be issued) does not exceed five times the equity of the issuing organization according to the audited financial report of the preceding year before issuance; except for state-owned enterprises, enterprises issuing bonds to implement real estate projects, credit institutions, insurance companies, reinsurance companies, insurance brokerage companies, securities companies, investment fund management companies, which shall comply with the relevant laws;"

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

"4a. For companies with a management structure as prescribed in point b of Clause 1 of Article 137, in case the Board of Directors fails to convene a Shareholders' Meeting as prescribed in Clause 2 of this Article, within thirty days thereafter, shareholders or groups of shareholders as prescribed in Clause 2 of Article 115 of this Law have the right to represent the company in convening a Shareholders' Meeting in accordance with this Law. Reasonable costs for convening and holding a Shareholders' Meeting will be reimbursed by the company."

21. Amend and supplement Clause 1 of Article 141 as follows:

"1. The list of shareholders entitled to attend the Shareholders' Meeting is based on the company's shareholder register and securities holder register. The list of shareholders entitled to attend the Shareholders' Meeting must be completed no later than ten days before sending out the meeting invitation if the Company Charter does not prescribe a shorter period."

22. Amend and supplement Clause 3 of Article 176 as follows:

"3. Joint-stock companies, except listed companies and companies registered for securities trading, must notify the Business Registration Agency of changes in information about foreign individual shareholders' name, nationality, passport number, contact address, number of shares and type of shares; foreign organizational shareholders' name, business code, main office address, number of shares and type of shares; and the name, nationality, passport number, contact address of the authorized representative of foreign organizational shareholders within three working days after obtaining such information or changes in such information."

23. Amend and supplement point c of Clause 1 of Article 207 as follows:

"c) The company does not have the minimum number of members or shareholders as prescribed by this Law for six consecutive months without proceeding with the procedure to change the form of enterprise;"

24. Amend and supplement Clause 1 of Article 213 as follows:

"1. Branches, representative offices, and business locations of enterprises may cease operations according to the enterprise's own decision or the decision to revoke the Enterprise Registration Certificate, branch operation, or representative office operation by the competent state agency;"

25. Amend and supplement some points and clauses of Article 215 as follows:

a) Amend and supplement Clause 3 as follows:

"3. The People's Committee of the province shall manage state affairs concerning enterprises within its jurisdiction, responsible for organizing the Business Registration Agency, promulgating procedures for inspecting business registration content in the locality to ensure transparency and fairness;"

b) Amend and supplement point c of Clause 4 as follows:

"c) Coordinate and share information on the operational status and legal status of enterprises to enhance the effectiveness of state management."

"c) Coordinate and share information on the operational situation of enterprises and the legal status of enterprises to enhance the effectiveness of state management.";

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

"4a. In cases where enterprises are established and operate under industry-specific management laws, the registration authority shall be responsible for integrating, sharing, and updating information on registration and establishment of enterprises with the National Enterprise Registration Information System."

26. Add Point h following Point g of Clause 1, Article 216 as follows:

"h) Maintain information about the beneficial owner of the enterprise for at least five years from the date the enterprise is dissolved or declared bankrupt in accordance with the law."

27. Add Clause 6 following Clause 5 of Article 217 as follows:

"6. The Government shall provide detailed regulations on criteria for determining, declarers, and the declaration process of information on the beneficial owner of the enterprise, information to determine the beneficial owner of the enterprise, provision, retention, and sharing of information on the beneficial owner of the enterprise."

28. Replace the term "sách nhiễu" with "nhũng nhiễu" in Clause 1, Article 16.

Article 2. Effective Date

This Law shall take effect from July 1, 2025.

Article 3. Transitional Provisions

1. For enterprises registered before the effective date of this Law, the supplementation of information on the beneficial owner of the enterprise (if any), and information to determine the beneficial owner of the enterprise (if any) shall be carried out simultaneously when the enterprise performs procedures for changing business registration content or reports changes in business registration content, except in cases where the enterprise requests earlier supplementation of information.

2. For individual bond offerings that have submitted pre-offering disclosure content to the Stock Exchange before the effective date of this Law, they shall continue to be implemented in accordance with the provisions of the Enterprise Law No. 59/2020/QH14 amended and supplemented by Law No. 03/2022/QH15.

This Law was passed by the National Assembly of the Socialist Republic of Vietnam, the 15th Session, the 9th Meeting on June 17, 2025.