The National Assembly has passed the Amended Enterprise Law 2025 (Law No. 76/2025/QH15), which will officially take effect from July 1, 2025, revising and supplementing many provisions of the Enterprise Law No. 59/2020/QH14 as amended and supplemented by Law No. 03/2022/QH15.
Some new points in the 2025 Enterprise Law are as follows:
Amendments and supplements to several clauses of Article 4 regarding Definitions:
• Dividend is post-tax profit distributed per share in cash or assets.
• Market price of contributed capital/shares is determined according to actual transactions or valuation.
• Personal legal documents include Citizen ID, passport, or other valid verification papers.
• Regulations on cases without the right to establish and manage enterprises in Vietnam are maintained under Clause 2, Article 17 of the 2020 Enterprise Law.
• Additional provisions regarding the “Beneficial owner”: This is a new concept in legal documents, and the amended Enterprise Law requires businesses to fully declare information about the “Beneficial owners.” .Beneficial owner is the person who actually owns or controls the business, except for the state representative
• Increased legal liability for legal representatives (Article 13): A legal representative may be held personally liable for damages caused by a breach of duty.
• Expanded prohibited acts (Article 16): This includes falsely declaring capital, misvaluing contributed assets, and illegal activities such as money laundering and terrorist financing.
