Circular No. 03/2026/TT-BYT: Abolition of Cosmetic Advertising Content Approval Procedures and Shift to Post-Market Surveillance

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On 12 February 2026, the Ministry of Health issued Circular No. 03/2026/TT-BYT (“Circular 03”), effective from 15 February 2026, abolishing a number of regulations in the healthcare sector. Notably, it removes the requirements relating to the issuance of the Cosmetic Advertising Content Approval Certificate (previously stipulated under Circular No. 09/2015/TT-BYT). Accordingly, all requirements concerning dossiers, procedures, and processes for obtaining approval of cosmetic advertising content have ceased to be effective as of the effective date of Circular 03. This change clearly reflects a regulatory shift from a pre-approval regime to a post-market surveillance mechanism in the management of cosmetic advertising activities, with notable implications for enterprises as follows:

Change in regulatory approach and increased burden of compliance substantiation

The abolition of the advertising content approval procedure marks a fundamental shift in the regulatory approach—from pre-publication control to post-publication supervision. This significantly reduces administrative burdens, enabling enterprises to shorten marketing timelines and enhance business flexibility. However, the removal of the prior approval mechanism also means that enterprises are now required to self-assess and assume full responsibility for the legality of their advertising content.

While Circular 03 simplifies administrative procedures, it simultaneously increases the burden on enterprises to demonstrate compliance. In the event of inspections or audits, enterprises must be prepared to provide complete product declaration dossiers, supporting documents substantiating advertising claims, and evidence of internal control processes.

Increased requirements for internal control and standardization of advertising content

Despite the removal of administrative procedures, substantive regulations governing cosmetic advertising content remain fully applicable under relevant laws. Advertising content must include essential information such as product name, features, functions, and details of the entity responsible for placing the product on the market, and must be consistent with the product declaration dossier.

Importantly, cosmetic advertisements must not mislead consumers into believing that the product is a medicinal product or has therapeutic effects. The use of images or endorsements by healthcare institutions or medical professionals is restricted. Furthermore, product claims must align with the nature of the product and applicable principles, including those under the ASEAN Cosmetic framework, to avoid exaggeration or misrepresentation.

In this context, enterprises must go beyond formal content checks and establish systematic internal control mechanisms to ensure that all advertising content is legally and technically substantiated. Compliance is no longer solely the responsibility of the legal department but requires close coordination between legal and marketing functions throughout the content development process.

Overall, Circular 03 represents a clear transition from a pre-approval to a post-market supervision regime in cosmetic advertising management. While this change facilitates business operations, it also significantly increases the level of self-compliance responsibility and legal risk exposure. Accordingly, compliance should now be approached as a proactive and continuous internal control system rather than reliance on prior regulatory approvals.

In light of the above changes, enterprises are advised to adopt a proactive and systematic compliance approach:

  • Conduct a comprehensive review of all existing advertising content and cross-check it against product declaration dossiers to identify high-risk elements, particularly claims relating to efficacy and functions;
  • Establish an internal advertising content review and approval process with clearly defined roles for legal and marketing teams, applying specific review criteria prior to publication;
  • Strengthen control over third parties through contractual arrangements, approval mechanisms, and monitoring processes to mitigate risks arising from the broader advertising ecosystem;
  • Develop and maintain a documentation system for advertising content and supporting materials to facilitate inspections and regulatory inquiries, while also implementing internal training programs to enhance compliance awareness across relevant departments.

Decree No. 103/2026/ND-CP: Simplification of Outbound Investment Procedures

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On 31 March 2026, the Government promulgated Decree No. 103/2026/ND-CP (“Decree 103”) guiding outbound investment activities, which took effect on 3 April 2026. Decree 103 is designed to streamline administrative procedures for outbound investment and encourage investment activities. Notable provisions include the following:

Classification of Investment Procedures Based on Capital Scale

Under the previous regulations, there was no exemption from the requirement to obtain an Outward Investment Registration Certificate (OIRC), meaning all outbound investment projects, regardless of capital size, were subject to registration procedures, thereby creating administrative burdens.

Under Decree 103, the requirement to obtain an OIRC is classified based on capital scale as follows:

  • Projects with investment capital of less than VND 7 billion are exempt from the OIRC requirement (only foreign exchange registration is required);
  • Projects with investment capital from VND 7 billion to less than VND 1,600 billion, or projects in sectors subject to conditional outbound investment, require the Ministry of Finance to issue the OIRC;
  • Projects with investment capital of VND 1,600 billion or more must obtain approval from the Prime Minister.

For enterprises and investors, these new provisions are expected to shorten investment timelines for small-scale projects that are exempt from the OIRC requirement, enabling faster implementation and timely capture of business opportunities; reduce compliance costs through streamlined procedures, documentation, translation, notarization, and legal advisory expenses; and facilitate market testing through small-scale exploratory investments with reduced financial exposure.

From a regulatory perspective, the new framework reflects a shift from ex-ante approval to ex-post supervision, reducing initial licensing requirements while strengthening monitoring during project implementation. At the same time, it enhances the role of banks in managing capital flows through foreign exchange registration, thereby maintaining control over outbound foreign currency movements.

Recognition of Share Swap Mechanism

Decree 103 formally recognizes that Vietnamese investors may use shares, capital contributions, or profits to conduct outbound investment through share swap arrangements, subject to the following four principles:

  • Completion of outbound investment procedures in advance (if applicable);
  • Shares used in the swap must be valued on a market basis and comply with tax and anti-transfer pricing regulations;
  • Foreign investors receiving Vietnamese shares must complete investment procedures in accordance with applicable laws; and
  • Share swap arrangements must not be used for transfer pricing, tax evasion, or money laundering purposes.

This mechanism expands available investment structures, enabling enterprises to undertake cross-border M&A or restructuring without relying entirely on cash payments. It also enhances transaction flexibility, as the use of shares, capital interests, or projects facilitates valuation negotiations and deal structuring, particularly within multinational corporate groups. In addition, share swaps can help mobilize resources and reduce immediate cash flow pressures, thereby easing financial burdens at the time of transaction.

Digitalization and Integration of National Data Systems in Investment Procedures

Under Decree 103, enterprises are required to submit outbound investment dossiers electronically, with procedures integrated into the national investment data system. The system enables automatic cross-checking of enterprise registration data, tax records, and foreign exchange information. Any discrepancies between declared information and existing databases may be immediately identified.

This digitalization policy is expected to shorten processing timelines, as electronic submissions allow for faster receipt, circulation, and feedback compared to traditional paper-based processes. Data connectivity also facilitates automatic verification against enterprise, tax, and foreign exchange records, reducing duplication of information submission.

At the same time, conducting outbound investment procedures electronically enhances transparency and accountability, thereby improving the effectiveness of state management.

In addition, when filing corporate income tax finalization returns, enterprises are required to concurrently prepare reports on the establishment and utilization of science and technology development funds in accordance with applicable regulations.

Conditions for Outbound Investment by Economic Organizations with Majority Foreign Ownership

Decree 103 introduces additional requirements for economic organizations in which foreign investors hold more than 50% of charter capital when conducting outbound investment, including:

  • Only equity capital may be used for outbound investment;
  • The organization must have recorded profits for two consecutive years (based on audited financial statements);
  • Where retained earnings are used for outbound investment, the following sequence must be followed: issuance of the OIRC → capital increase and full contribution of charter capital in Vietnam → remittance of investment capital abroad.

These requirements—particularly the prohibition on using borrowed capital and the requirement of two consecutive years of profitability—set relatively stringent standards for outbound investors. In practice, such conditions may exclude startups, innovative enterprises, or high-growth companies. Failure to meet the profitability threshold may limit access to international investment opportunities and reduce the competitiveness of Vietnamese enterprises in regional and global markets.

Repatriation of Profits to Vietnam

Decree 103 introduces a new principle on profit repatriation, requiring investors to remit all profits and other income derived from overseas investment activities back to Vietnam within 12 months from the date of profit distribution.

This requirement may lack flexibility for industries with long investment cycles—such as infrastructure, energy, agriculture, technology, or market expansion—which often require reinvestment of profits. The 12-month deadline may not align with actual business cycles. Additionally, the fixed timeframe may expose investors to foreign exchange risks if funds must be converted and remitted during unfavorable exchange rate conditions, particularly for large profit amounts. Applying a uniform repatriation timeline across all investment types may not adequately reflect differences in capital needs, profitability cycles, and operational models across sectors.

Overall, Decree 103 establishes a new legal framework that simplifies administrative procedures, diversifies investment structures, and strengthens digitalization in the management of outbound investment activities. These changes are expected to shorten project implementation timelines, reduce compliance costs, and expand structuring options for enterprises.

However, Decree 103 also imposes stricter requirements on financial conditions, funding sources, and profit repatriation obligations, thereby requiring enterprises to undertake careful legal, financial, and compliance planning. Accordingly, businesses should consider the following actions:

  • Review the capital scale of each outbound investment project to determine the applicable procedural requirements (exemption or approval), thereby optimizing implementation timelines and compliance costs;
  • Develop phased investment strategies, leveraging the exemption mechanism for small-scale projects to test markets before scaling up;
  • When applying share swap mechanisms, ensure compliance with market-based valuation, tax regulations, anti-transfer pricing rules, and completion of all relevant investment procedures to mitigate legal risks;
  • Standardize internal data (enterprise registration, tax, foreign exchange) and ensure consistency of information prior to electronic submission to avoid rejection or delays due to discrepancies;
  • For economic organizations with foreign ownership exceeding 50%, assess compliance with equity funding requirements and the two-year profitability condition, and develop appropriate financial plans for outbound investment; and

Establish cash flow planning and profit repatriation strategies aligned with the 12-month deadline, while taking into account exchange rate fluctuations and reinvestment needs in the host market

Circular No. 20/2026/TT-BTC: Detailed Guidance on Corporate Income Tax

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On 12 March 2026, the Ministry of Finance issued Circular No. 20/2026/TT-BTC (“Circular 20”), providing detailed guidance on certain provisions of the Law on Corporate Income Tax and Decree No. 320/2025/ND-CP on the implementation of the Law on Corporate Income Tax. Circular 20 introduces several notable points as follows:

Detailed guidance on supporting documents for deductible expenses

Circular 20 provides more detailed and stringent requirements regarding the documents and supporting evidence required for expenses to qualify as deductible for corporate income tax (“CIT”) purposes, including the following additional requirements:

Expenses for vocational education and employee training: Enterprises must maintain a financial regulation governing training expenses; decisions on employee nomination for training; employee training registration dossiers; and diplomas/certificates evidencing training results.

Expenses incurred by employees on behalf of the enterprise: For expenses of VND 5 million or more where employees are authorized to procure goods/services for business purposes and payments are made via non-cash methods, the enterprise must have: valid invoices and supporting documents; internal regulations/financial policies/decisions authorizing such employee payments; proof of non-cash payment made by the employee; and proof of reimbursement made by the enterprise to the employee via non-cash payment.

Registration of investment capital for expansion projects with tax authorities

For enterprises with registered investment projects, where there is any change in the investment capital for the purpose of expanding an investment project, a written notification must be submitted to the directly managing tax authority at the same time as the submission of the annual CIT finalization return, and no later than the year in which the expansion project is implemented.

During the implementation of the expansion project, if there are further adjustments to the registered investment capital, the enterprise must notify the tax authority accordingly.

Inclusion of assets formed from the Science and Technology Development Fund as deductible expenses

Circular 20 expands the categories of assets eligible for inclusion as deductible expenses. Specifically, where fixed assets are formed from the Science and Technology Development Fund for scientific research and technological development activities, and such assets (which have not been fully depreciated) are subsequently transferred for use in production and business activities, the remaining value of such fixed assets shall be recorded as other income and be depreciated and included as deductible expenses for CIT purposes.

Timing for determining taxable revenue for foreign enterprises

Circular 20 provides specific guidance on the timing for determining taxable revenue for foreign enterprises in certain cases:

Capital transfer activities: The timing is the date on which the capital transfer agreement becomes effective in accordance with applicable laws.

Securities transfers (including certificates of deposit): The timing is the date on which the transfer transaction is executed.

Derivative securities transfers (futures contracts): The timing is either (i) when the buy/sell order is matched on the stock exchange trading system, or (ii) when the futures contract reaches its settlement/maturity date.

Overall, Circular 20 restructures the approach to declaration, substantiation, and management of CIT-related expenses, while expanding the scope of deductible assets and clarifying the timing for revenue recognition in specific cases. This enhances the ability of tax authorities to more closely monitor and enforce CIT obligations, while also providing enterprises with clearer procedural guidance for tax declaration and finalization. In light of these developments, ALIAT recommends that enterprises:

  • Proactively monitor, update, and review expense items to ensure proper classification of deductible expenses for CIT purposes;
  • Review and supplement supporting documentation for deductible expenses to ensure compliance with the new requirements;
  • In cases of investment project expansion, ensure timely notification to tax authorities regarding changes in investment capital;
  • For foreign enterprises engaging in capital transfers, securities transactions, or derivative securities transactions, carefully determine and record the appropriate timing for recognizing taxable revenue for CIT purposes.

Decree No. 96/2026/ND-CP: Reform of Investment Procedures, Expansion of Incentives, and New Market Entry Models for Investors

On 31 March 2026, the Government promulgated Decree No. 96/2026/ND-CP detailing and guiding the implementation of several provisions of the Law on Investment 2025 (“Decree 96”). Decree 96 takes effect from 31 March 2026, except for Articles 11 and 12, which will take effect from 1 July 2026, and replaces Decree No. 31/2021/ND-CP, Decree No. 19/2025/ND-CP, and Decree No. 239/2025/ND-CP. Key highlights focus on streamlining investment procedures, selectively expanding investment incentives, decentralizing approval authority, and introducing more flexible market entry mechanisms for foreign investors in Vietnam.

Special Investment Procedures – a “Green Lane” Mechanism for Eligible Projects

For the first time, Decree 96 introduces a “special investment procedure” applicable to certain projects implemented in industrial parks, export processing zones, high-tech parks, concentrated digital technology zones, free trade zones, international financial centers, and functional zones within economic zones. Under this mechanism, eligible projects may be exempted from procedures such as investment policy approval, detailed environmental impact assessment (EIA), construction permits, and the preparation of detailed 1/500 planning. The timeline for issuance of the Investment Registration Certificate (IRC) is shortened to a maximum of 15 working days and is centrally handled by the management authority of the relevant industrial park/economic zone or other competent authority.

This mechanism may significantly reduce the legal preparation timeline for projects, particularly in sectors with short product life cycles such as semiconductors, electronics, data centers, and high technology. However, simplified procedures do not equate to reduced compliance obligations. Investors must commit to full compliance with national technical regulations on construction, environmental protection, and fire prevention and fighting; prepare their own techno-economic reports; and notify the competent authority at least 30 days prior to the intended commencement date. Accordingly, the new mechanism shifts regulatory focus from ex-ante approval to ex-post supervision, thereby increasing the importance of robust internal compliance controls from the early stages of project development.

Expanded and More Targeted Investment Incentives

Decree 96 refines investment incentive policies to focus on high value-added sectors, innovation, and strategic technologies, including semiconductors (R&D, design, manufacturing, packaging, and testing), AI/cloud data centers, 5G infrastructure, green hydrogen, green ammonia, and other key technology industries. Notably, Decree 96 introduces specific capital thresholds and disbursement requirements for each category of project, ensuring that only projects with substantial capital commitment and genuine implementation qualify for incentives.

In addition to corporate income tax incentives of up to 1.5 times the standard level, eligible projects may also receive financial support from the Investment Support Fund and, in certain cases, assistance with foreign currency balancing. However, enterprises must ensure ongoing compliance with all eligibility conditions, particularly those relating to business sectors, capital scale, disbursement progress, technology transfer, localization ratios, and the participation of Vietnamese enterprises in the supply chain.

Updates on Market Access Conditions and Decentralization of Investment Authority

Decree 96 maintains the list of sectors subject to market access restrictions for foreign investors, including sectors not yet open to market access and those subject to conditional access. Importantly, it supplements regulations concerning the management and operation of intermediary e-commerce platforms, social networks engaged in e-commerce activities, and integrated e-commerce platforms, reflecting a trend toward tighter regulatory oversight of digital business models.

At the same time, Decree 96 revises the decentralization framework for investment policy approval by narrowing the authority of the Prime Minister and expanding that of provincial-level People’s Committee Chairpersons. This decentralization may shorten project approval timelines and enhance local autonomy. However, variations in appraisal capacity and administrative practices across provinces may lead to inconsistencies, delays, or divergent documentation requirements.

More Flexible Market Entry Models for Foreign Investors

A notable new development is that foreign investors may establish an economic organization prior to obtaining an Investment Registration Certificate (IRC), and subsequently apply for the IRC for their project. This approach allows investors to obtain legal entity status at an early stage to open bank accounts, enter into lease agreements, recruit personnel, and undertake initial preparatory activities. However, the IRC must be obtained within 12 months from the date of establishment.

Given the absence of clear legal consequences in cases where the IRC is not granted within this timeframe, contracts entered into during the interim period should be carefully structured, particularly with respect to conditions precedent, termination rights, refund mechanisms, and risk allocation.

Overall, Decree 96 reflects a significant reform in Vietnam’s investment regime, facilitating investor entry while shifting part of the regulatory burden toward post-licensing supervision. In light of this, ALIAT recommends that enterprises focus on the following:

  • Proactively monitor, update, and review expense items to ensure proper classification of deductible expenses for CIT purposes;
  • Review and supplement supporting documentation for deductible expenses to ensure compliance with the new requirements;
  • In cases of investment project expansion, ensure timely notification to tax authorities regarding changes in investment capital;
  • For foreign enterprises engaging in capital transfers, securities transactions, or derivative securities transactions, carefully determine and record the appropriate timing for recognizing taxable revenue for CIT purposes.

Decree No. 68/2026/ND-CP: Updates on tax policies and tax administration for household businesses and individual businesses effective from 5 March 2026

In order to provide detailed guidance on tax declaration and payment for household businesses (“HBs”) and individual businesses (“IBs”), the Government has issued Decree No. 68/2026/ND-CP on tax policies and tax administration applicable to these entities (“Decree 68”), effective from 5 March 2026.

Increase in taxable revenue threshold

One notable point under Decree 68 is the introduction of an annual revenue threshold of VND 500 million as the basis for determining tax obligations. Accordingly, HBs and IBs with annual revenue of VND 500 million or less are not subject to value-added tax (“VAT”) and personal income tax (“PIT”). Conversely, where revenue exceeds this threshold, HBs and IBs must fulfill their tax obligations in accordance with applicable regulations.

Tax calculation methods

For PIT purposes, Decree 68 provides for two (02) tax calculation methods. Specifically, the method of applying a deemed tax rate on taxable revenue applies to HBs and IBs with annual revenue exceeding VND 500 million up to VND 3 billion. Meanwhile, the method based on taxable income multiplied by the applicable tax rate applies to HBs and IBs with annual revenue exceeding VND 3 billion, as well as those with revenue from over VND 500 million up to VND 3 billion that opt to apply this method. Under the latter method, PIT is determined based on taxable income, i.e., revenue after deducting expenses related to business activities during the tax period.

Increased application of e-invoices

In addition to changes in tax calculation methods, Decree 68 strengthens tax administration through the application of e-invoices. Accordingly, HBs with annual revenue of VND 1 billion or more, or those whose VAT taxable revenue in the preceding year is below VND 1 billion but reaches VND 1 billion or more during the tax year, are required to use e-invoices bearing tax authority authentication codes or e-invoices generated from cash registers connected to the tax authority’s system. For those with annual revenue from over VND 500 million to below VND 1 billion, the use of e-invoices is encouraged depending on business needs.

Declaration of bank accounts used for business activities

Another new requirement under Decree 68 is that, from 5 March 2026, HBs and IBs must proactively declare to the tax authorities the bank accounts and e-wallets used for their business activities. This requirement aims to enhance transparency in revenue recognition and the management of cash flows arising from business operations. In practice, for ease of declaration, reconciliation, and tax administration, HBs and IBs should separate accounts used for business activities from those used for personal purposes.

Overall, Decree 68 represents a significant shift in the tax administration mechanism for HBs and IBs, marking a transition from a presumptive tax regime to a system based on actual revenue and e-invoice data. The establishment of the VND 500 million revenue threshold also reflects the authorities’ effort to balance state budget objectives with facilitating smaller-scale business operations. This can be seen as a necessary step toward enhancing transparency in the business environment and promoting more systematic and sustainable tax compliance.

In this context, HBs and IBs should consider the following key implications and actions:

  • Review revenue and accurately determine tax obligations

HBs and IBs should proactively monitor, record, and control their revenue to determine whether they fall within the VND 500 million threshold. Exceeding this threshold triggers VAT and PIT obligations; therefore, transparent revenue tracking systems are essential to avoid risks of tax reassessment and penalties.

  • Select an appropriate tax calculation method

For those with revenue from over VND 500 million to VND 3 billion, careful consideration should be given to choosing between the deemed tax rate method and the taxable income method. Where input costs are significant and supported by valid documentation, the taxable income method may help optimize tax liabilities.

  • Prepare infrastructure for e-invoices

The mandatory application of e-invoices for HBs with revenue from VND 1 billion requires early implementation of appropriate systems (including tax authority-authenticated e-invoices or cash register-based e-invoices connected to tax systems). Delays in implementation may result in business disruption or compliance risks.

  • Separate and transparently declare business accounts

The requirement to declare bank accounts and e-wallets used for business activities imposes an obligation to ensure transparency in cash flows. HBs and IBs should maintain separate accounts for business and personal purposes to facilitate declaration, reconciliation, and minimize the risk of incomplete revenue assessment by tax authorities.

Regional minimum wages increases by 7.2% from January 1, 2026

On 10 November 2025, the Government issued Decree No. 293/2025/ND-CP prescribing the minimum wage applicable to employees working under labor contracts, effective from 1 January 2026.Compared with Decree No. 74/2024/ND-CP, the monthly regional minimum wage increases by an average of 7.2%, equivalent to an increase of VND 250,000 – 350,000. The hourly minimum wage increases by an average of 6%, equivalent to an increase of VND 700 – 1,700.

Specifically: Region I: The monthly minimum wage increases from VND 4,960,000 to VND 5,310,000 (hourly minimum wage increases from VND 23,800/hour to VND 25,500/hour); Region II: The monthly minimum wage increases from VND 4,410,000 to VND 4,730,000 (hourly minimum wage increases from VND 21,200/hour to VND 22,700/hour); Region III: The monthly minimum wage increases from VND 3,860,000 to VND 4,140,000 (hourly minimum wage increases from VND 18,600/hour to VND 20,000/hour); Region IV: The monthly minimum wage increases from VND 3,450,000 to VND 3,700,000 (hourly minimum wage increases from VND 16,600/hour to VND 17,800/hour).

In addition, Decree No. 293/2025/ND-CP provides guidance on the application of regional boundaries, consistent with changes to administrative boundaries taking effect from July 2025. Specifically, if an employer operates in an industrial park, export-processing zone, high-tech park, or digital-technology zone spanning multiple regions with different minimum wage levels, the employer must apply the highest applicable regional minimum wage. In cases where an employer operates in a newly established administrative area formed from one or more areas with different minimum wage levels, the highest minimum wage shall apply.

To ensure compliance with the new minimum wage requirements, employers should proactively review and adjust relevant provisions in labor contracts, collective bargaining agreements, and internal regulations to align regional minimum wage levels accordingly and safeguard employees’ rights.

Guiding on the extension of the agricultural land use tax exemption period

On 6 November 2025, the Government issued Decree No. 292/2025/ND-CP detailing and guiding the implementation of Resolution No. 216/2025/QH15 dated 26 June 2025 of the National Assembly on the extension of the agricultural land use tax exemption period (“Decree 292”). This Decree takes effect from 1 January 2026.

Under Decree 292, the agricultural land use tax exemption period is extended for an additional 05 years. Land category classifications for tax calculation purposes continue to be determined in accordance with Decision No. 326/TTg of 1996 and any subsequent decisions of the Prime Minister approving adjustments to the agricultural land tax category classifications (if any).

The entities eligible for agricultural land use tax exemption remain unchanged, including land areas used for research; land used for annual crops; land used for salt production; and agricultural land directly used for production by poor households, households, individuals, and cooperatives. In particular, the determination of “poor households” for purposes of tax exemption for agricultural land allocated or recognized by the State is based on the poverty standards promulgated under Government decrees; however, if the provincial People’s Committee issues its own local poverty standards, the determination must follow the standards issued by that respective provincial-level People’s Committee.

In addition, for agricultural land allocated by the State to organizations or units for management but not directly used for production and instead leased out or contracted to other organizations or individuals, the State shall reclaim the land in accordance with the Land Law. Pending withdrawal, the organizations concerned must pay 100% of the agricultural land use tax.

The agricultural land use tax exemption period under this Decree applies for five years, from 1 January 2026 until the end of 31 December 2030.

Draft Law on E-Commerce: Proposal to Strengthen the Responsibilities of Entities Engaged in E-Commerce Activities

Under the rapid growth and strong development of e-commerce, the current legal framework under existing guiding instruments—specifically Decree No. 52/2013/ND-CP and its amending and supplementing documents—has revealed various shortcomings and obstacles, failing to address newly arising issues in the practical operation of e-commerce in Vietnam as well as in cross-border transactions.

With the aim of fully and comprehensively institutionalizing the Party’s orientations and the State’s policies, as well as incorporating international commitments in line with global practices and addressing the inadequacies of the current legal framework, the Ministry of Industry and Trade has completed the draft Law on E-Commerce (the “Draft”). Several notable proposals under the Draft are as follows:

The Draft proposes supplementing specific regulations governing new e-commerce models, including direct e-commerce business platforms, intermediary e-commerce platforms, social networks operating for e-commerce purposes, and multi-service integrated platforms, instead of regulating only websites for e-commerce and e-commerce service websites as currently provided.

The Draft also proposes to expand the responsibilities of individuals involved in selling activities on e-commerce platforms, including the obligations of livestream sellers and affiliate marketers regarding identification of sellers, full disclosure of product information, and avoidance of misleading representations concerning the seller or the nature of the product. The Draft further proposes that domestic sellers be verified through VNeID and foreign sellers through lawful identification documents issued by the country of their residence.

For e-commerce platforms operated by foreign organizations or individuals, the Draft introduces additional requirements for these entities to conduct business in Vietnam. Depending on the type of e-commerce platform, the Draft provides for varying obligations, ranging from appointing or authorizing a legally competent representative in Vietnam to fulfill tax obligations, address disputes, and protect consumer rights, to establishing a legal entity in Vietnam and complying with foreign investment regulations in the e-commerce sector.

In addition, the Draft proposes supplementing minimum responsibilities for service providers supporting e-commerce activities, such as providing authorities with information related to sellers and products upon request; proactively reporting signs of legal violations in e-commerce activities to competent authorities; and terminating cooperation with e-commerce platforms that violate the law when so requested by the authorities.

Overall, the Draft represents an important step toward improving the legal framework governing the e-commerce sector in Vietnam. The proposed amendments and supplements help address the shortcomings of existing regulations, strengthen consumer protection, and create a more transparent environment for business development. The Draft is expected to contribute positively to socio-economic development in the context of Vietnam’s ongoing digital transformation.

Draft Law on Bankruptcy (amended) 2025: Strengthening the Corporate Rehabilitation Mechanism

After nearly 10 years of implementation, the 2014 Bankruptcy Law has revealed various limitations and practical obstacles. In line with Resolution No. 68-NQ/TW of the Politburo, the Draft Bankruptcy Law (amended) 2025 (“the Draft”) has been developed with significant procedural reforms, prioritizing corporate rehabilitation instead of solely declaring bankruptcy, and is expected to take effect on 1 March 2026. The Draft also introduces simplified procedures and the use of electronic platforms for filings, notifications, and creditor meetings to shorten processing time and enhance transparency.

First, the Draft proposes adjusting the criteria for determining insolvency by extending the overdue period for payable debts from 03 months to 06 months, aiming to prevent premature commencement of bankruptcy proceedings and allow at-risk enterprises additional time to remedy their financial situation.

Next, the Draft proposes introducing a rehabilitation procedure as an independent mechanism that enterprises at risk of insolvency may proactively initiate. Accordingly, an enterprise at risk of insolvency may submit a petition to a competent court requesting rehabilitation, together with a corporate rehabilitation plan. The court may seek opinions on the proposed plan from administrators, asset management enterprises, and relevant organizations and individuals.

Based on these assessments, the competent court may issue a decision approving the rehabilitation plan. During the implementation period of the plan, the enterprise’s business activities will be placed under the supervision of asset management enterprises, and supervisory individuals or organizations, all of whom must submit monthly reports to the court on the plan’s implementation. During this period, creditors are not permitted to request the commencement of bankruptcy proceedings. The enterprise may also suspend interest payments on debts incurred prior to the approval of the rehabilitation plan, have its outstanding tax liabilities frozen, and temporarily suspend contributions to the retirement and survivorship fund.

The court will issue a decision to terminate the rehabilitation plan if the enterprise successfully completes it and restores solvency, or if implementation proves ineffective based on reports from asset management enterprises. Termination also applies where the enterprise engages in prohibited acts—such as gifting or dispersing assets, waiving receivables, prematurely paying debts, or distributing profits—during the rehabilitation period.

Overall, the Draft Bankruptcy Law (amended) 2025 reflects a clear reform-oriented approach, shifting the focus from bankruptcy liquidation toward enhancing corporate rehabilitation mechanisms, while modernizing procedures through simplified steps and digital applications. These revisions are expected to address long-standing shortcomings of the 2014 Bankruptcy Law and establish a more effective and transparent legal framework for corporate restructuring in the coming years.

Tightening measures against delayed or evasive social insurance contributions

On 30 November 2025, Decree No. 274/2025/NĐ-CP, detailing the implementation of several provisions of the Law on Social Insurance regarding delayed and evasive contributions to compulsory social insurance and unemployment insurance, as well as complaints and denunciations in the field of social insurance (“Decree 274”), will officially take effect.

Under Decree 274, enterprises that delay or evade the payment of compulsory social insurance and unemployment insurance contributions shall be required to pay an additional interest of 0.03% per day, calculated based on the amount and number of days of delayed or unpaid contributions. This is a strong measure aimed at enhancing deterrence, safeguarding employees’ entitlements, and ensuring strict compliance with insurance obligations.

Notably, Decree 274 also provides that acts of delayed payment may be reclassified as acts of evasion if the enterprise fails to remedy the delay within 60 days from the statutory payment deadline or fails to fulfil its obligations after receiving a written reminder from the social insurance authority.

However, in the spirit of supporting and accompanying enterprises, Decree 274 also recognizes certain circumstances that shall not be considered as acts of evasion, including: severe natural disasters such as storms, floods, or droughts; dangerous epidemics officially declared by competent authorities; impacts caused by a state of emergency as prescribed by law; and other force majeure events as defined under the Civil Code.

With the promulgation of Decree 274, the Government reaffirms its determination to tighten discipline in the implementation of social insurance obligations, while simultaneously promoting transparency and accountability among enterprises in ensuring the lawful rights and benefits of employees.