2025 Enterprise Law Amendments: New Rules for Management, Bonds, and Transparency

To enhance the legal framework for business and foster sustainable development, on 17 June 2025, the National Assembly passed the Law amending and supplementing certain articles of the Law on Enterprises (“2025 Amended Law on Enterprises”), effective from 1 July 2025. Notable updates include:

Allowing public employees in scientific organizations to contribute capital and manage enterprises

Previously, the 2020 Law on Enterprises prohibited officials, public servants, and public employees from establishing, contributing capital to, or managing enterprises. To support the commercialization of scientific research under Resolution 193/2025/QH15, the amended law now permits public employees of scientific organizations to contribute capital and participate in the management of enterprises established by those organizations, provided they obtain approval from the head of the respective organization.

Stricter conditions for bond issuance by non-public joint stock companies

Unlike public joint stock companies, which are already subject to strict bond issuance rules under the Law on Securities, non-public joint stock companies faced looser regulation, raising risks for the market and investors. The amended law now requires that, for non-public joint stock companies, total liabilities (including the proposed bonds) must not exceed five times their owner’s equity, based on the latest audited annual financial statements. This limit does not apply to state-owned enterprises or bonds issued for real estate projects.

Introducing regulations on beneficial owners of enterprises

Following the FATF’s 2023 recommendation to enhance financial transparency and strengthen anti-money laundering measures, the amended law introduces the concept of a beneficial owner—an individual who ultimately owns or controls an enterprise, excluding state representatives in state-owned or state-invested entities.

Enterprises are now required to collect, update, and keep records of their beneficial owners at their headquarters or another designated location, and to provide such information upon request by competent authorities.

For enterprises established before 1 July 2025, beneficial owner information must be supplemented when amending business registration or notifying changes, unless voluntarily provided earlier. In practice, detailed procedures for notifying and updating this information are still pending government guidance.

The 2025 Amended Law on Enterprises addresses practical obstacles in corporate governance, supports innovation and growth, and demonstrates Vietnam’s commitment to anti-money laundering and international transparency standards.