Ảnh chính Key Amendments to the Enterprise Law

Key Amendments to the Enterprise Law

08/09/2025

The amended Enterprise Law (No. 76/2025/QH15), effective from July 1, 2025, introduces several notable changes, summarized as follows:

1. Revised Definitions:

  • Dividend: Defined as the after-tax profit distributed per share in cash or other assets.  
  • Market Price: For listed shares, it is the average trading price over the 30 days prior to valuation, the agreed price, or the price determined by an appraisal organization; for other shares or capital contributions, it is the most recent trading price, agreed price, or appraised price.  
  • Personal Legal Documents: Adds Citizen Identification Card to the list.  
  • Beneficial Own: Introduces a definition for individuals who effectively own charter capital or have control over the enterprise, except for certain state-owned cases.  

2. Obligation to Retain Beneficial Owner Information:

  • Enterprises must collect, update, retain, and provide information on beneficial owners upon request by competent authorities.  
  • Enterprises are required to maintain a list of beneficial owners (if applicable).  

3. Public officials, civil servants, and public employees may establish and manage enterprises if permitted under laws related to science, technology, innovation, and national digital transformation.  

4. Enterprise Registration Requirements: 

  • Registration documents must include information and a list of beneficial owners (if any).  
  • The list includes details such as full name, date of birth, nationality, ethnicity, gender, contact address, ownership percentage, and legal document information.  
  • Enterprises established before July 1, 2025, must provide beneficial owner information during the next registration change or upon earlier request.  

5. Regulations requiring digital signatures and business registration accounts for enterprise registration procedures have been removed.  

6. Mandatory Notification of Changes to Beneficial Owner Information

7. Reduction of Share Capital in Joint-Stock Companies: 

  • Companies may return capital contributions proportional to share ownership if they have operated for over two years and can fully settle debts and other obligations.  
  • A new provision allows capital repayment upon request by shareholders holding redeemable preference shares, as stipulated by law and the company’s charter.  

8. Private Placement of Bonds:

  • Professional securities investors must comply with securities laws for bond purchases, transactions, and transfers.  
  • Non-public joint-stock companies issuing bonds must ensure total liabilities (including bonds to be issued) do not exceed five times their equity, based on the audited financial statement from the previous year, except for state-owned enterprises, real estate projects, credit institutions, insurance, securities, and related entities, which follow relevant laws.  

The amendments aim to enhance transparency, support innovation, and align with anti-money laundering regulations.