New Enterprise Law Provisions: Key Changes 2025

The New Enterprise Law provisions introduce significant adjustments. This document replaces and supplements regulations in the 2020 Enterprise Law, requiring enterprises to update operational processes. The new points focus on the beneficial owner concept, information storage obligations, and capital activity conditions. This article analyzes the core amendments and provides specific legal citations.

Regulations on the New Enterprise Law Provisions

The National Assembly has passed the 2025 Enterprise Law amendments, bringing several new points compared to the 2020 Enterprise Law. The amendments and supplements in the 2025 Enterprise Law focus on enhancing transparency and adjusting internal operating mechanisms. Understanding these new regulations, with specific legal bases, is a fundamental obligation for all enterprises in Vietnam.

Definitions of Dividend and Market Price

The Enterprise Law 2025 amends and supplements definitions in Article 4 of the 2020 Enterprise Law. Specifically, the definition of “Dividend” in Clause 5, Article 4, 2020 Enterprise Law is amended. “Dividend” is now defined as “the post-tax profit paid for each share,” replacing “net profit.” This change unifies terminology with tax law, ensuring payments are based on final financial results.

“Market price” in Clause 14, Article 4, 2020 Enterprise Law is detailed (amended by Point b, Clause 1, Article 1 of the 2025 Enterprise Law, effective 01/07/2025). The new law clearly separates:

• For listed/registered shares, market price is the average trading price of the 30 preceding days, a negotiated price, or an appraised price.
• For other capital contributions or shares, it applies the preceding transaction price, a negotiated price, or an appraised price.

Most notable is the addition of Clause 35 after Clause 34, Article 4, introducing the definition of “Beneficial Owner.” This is the individual who has factual ownership or control over the enterprise. This is one of the New Enterprise Law provisions aimed at implementing international commitments on anti-money laundering (AML).

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New Regulation on Storing Owner Information

One of the New Enterprise Law provisions in 2025 is the establishment of an internal governance obligation related to the “Beneficial Owner.” This is a new duty, requiring enterprises to build an information tracking system. This regulation aims to increase transparency and serve inspections by competent state agencies.

The 2025 Enterprise Law adds Point h after Point g, Clause 1, Article 11 (on Document Retention). Accordingly, the “List of beneficial owners (if any)” becomes a mandatory document for retention at the head office. This new point in the Enterprise Law compels businesses, regardless of size, to establish an identification and storage process. Failure to comply with this storage obligation can lead to administrative penalties in the planning and investment sector.

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New Regulation on Civil Servants in the Enterprise Law

Another of the New Enterprise Law provisions in 2025 is the relaxation of prohibitions on officials, civil servants, and public employees. Clause 2, Article 17, 2020 Enterprise Law stipulated that these individuals do not have the right to establish and manage enterprises. However, Clause 6, Article 1 of the 2025 amendment has revised Clause 2, Article 17 to add an exception.

Specifically, officials, civil servants, and public employees are permitted to establish and manage enterprises if this “is carried out under laws on science, technology, innovation, and national digital transformation.” Similarly, the 2025 Law amends Clause 3, Article 17, allowing this group to contribute capital or buy shares in enterprises to implement the specialized laws mentioned above. This amendment aims to promote the commercialization of scientific research outcomes.

Obligation to File Additional Information on Beneficial Owners

Beyond the internal storage duty, the 2025 Enterprise Law adds an obligation to disclose beneficial owner information to state agencies.

According to Clause 10, Article 1 of the 2025 amendment, when registering an enterprise, the business registration application must include the “List of beneficial owners (if any).” This information must also be declared in the business registration application form. This list includes core details: Full name; date of birth; nationality; ethnicity; gender; contact address; ownership ratio or control; and personal legal document information.

Regulation on Digital Signatures

The 2025 Enterprise Law changes the method for electronic administrative procedures. The new law repeals Clause 3 and Clause 4 of Article 26, 2020 Enterprise Law (Repealed by Point a, Clause 12, Article 1, 2025 Law, effective 01/07/2025). These clauses specified the use of digital signatures or Business Registration Accounts for online enterprise registration.

The repeal of these specific regulations aims to increase flexibility. Instead, the 2025 amendment grants the Government full authority to provide detailed guidance on dossiers, procedures, and electronic registration methods. This allows regulatory bodies to quickly update new electronic authentication methods (such as VNeID, SmartCA) through Decrees without needing to amend the law. Enterprises must monitor implementing documents to ensure correct procedure execution.

New Regulation on Capital Reduction

The regulation on charter capital reduction for joint-stock companies (JSCs) in Clause 5, Article 112, 2020 Enterprise Law has been amended. Clause 17, Article 1 of the 2025 amendment adds a new case where a JSC is permitted to reduce charter capital.

Besides existing cases (like returning a portion of capital to shareholders per a resolution of the General Meeting of Shareholders), the 2025 Law adds the case: “Per a resolution of the General Meeting of Shareholders, the company returns a portion of capital contribution to shareholders based on their ownership percentage if the company has operated for 02 or more years since establishment, excluding business suspension periods, and ensures full payment of debts and other obligations after the return;”.

This amendment clarifies the legal mechanism for redeemable preference shares, separating it from ordinary capital reduction.

Regulation on Private Bond Offerings

The 2025 Enterprise Law adjusts the regulation on private bond offerings in Article 128, 2020 Enterprise Law (at Clause 19, Article 1, 2025 Law, effective 01/07/2025) for JSCs that are not public companies:

• The first new point clarifies the legal status of investors: “Professional securities investors participating in the purchase, trading, or transfer of private bonds must comply with securities law.”
• The second new point tightens offering conditions. Non-public JSCs offering private bonds must now meet the condition: “Liabilities (including the value of bonds intended for issuance) do not exceed 05 times the issuer’s equity, based on the audited financial statements of the year preceding the issuance.” However, this condition has exceptions. It does not apply to state-owned enterprises, enterprises issuing bonds for real estate projects, credit institutions, or insurance businesses (these entities follow specialized laws).

Notes on Applying the New Enterprise Law Provisions

Applying the New Enterprise Law provisions from 2025 requires proactive internal legal review. The revised regulations affect administrative procedures at the Business Registration Agency. They also directly impact corporate governance structures, financial obligations, and enterprise reporting regimes.

• The primary note is the beneficial owner obligation. This is a central duty of this amendment. Enterprises must immediately build internal processes to “collect, update, and store information.” It is necessary to clearly identify the ultimate controlling individuals, especially in complex holding or cross-ownership models.
• Second, for capital raising, non-public JSCs must appraise their preceding year’s audited financial statements. This ensures compliance with the debt-to-equity ratio (not exceeding 5 times) under the amended Article 128 before preparing a private bond issuance plan.
• Third, regarding the repeal of Clause 3 and 4, Article 26 (on digital signatures). Enterprises must closely monitor guidance from the Government and the Ministry of Finance. Technical infrastructure must be ready to transition to new electronic authentication methods (like VNeID) to avoid administrative disruptions.

Corporate Advisory Services at Long Phan Consulting Company

The New Enterprise Law provisions in 2025 present many new challenges and compliance obligations. Enterprises need professional support to adjust internal governance activities and execute complex administrative procedures. Long Phan Consulting Company provides comprehensive consulting solutions related to the Enterprise Law and its amendments. The expert team at Long Phan Consulting Company delivers specialized legal services, focusing on the effective application of the New Enterprise Law provisions.

Services from Long Phan Consulting Company include:

• Assisting in ownership structure review, identifying ultimate beneficial owners per the latest definition.
• Supporting the development of internal dossiers for enterprises to “collect, update, and store” information, ensuring compliance.
• Representing clients in preparing and submitting the “List of beneficial owners” to the Business Registration Agency under the new procedure, including updates.
• Advising on capital reduction options, especially the case of redeeming preference shares under the new regulation.
• Appraising private bond offering plans, ensuring compliance with the amended Article 128 on the debt-to-equity ratio and issuance conditions.
• Drafting and reviewing bond issuance dossiers, ensuring simultaneous compliance with the 2025 Enterprise Law and securities law.
• Assisting in reviewing and amending the company Charter to update new definitions (Dividend, Market Price).
• Adjusting internal financial regulations and dividend payment processes (based on “post-tax profit”) to align with new regulations.
• Advising on mechanisms allowing civil servants and public employees to participate in managing or contributing capital to science and technology enterprises.

Frequently Asked Questions

Below are common questions regarding the New Enterprise Law provisions in 2025.

How does the 2025 Enterprise Law’s “dividend” definition differ from the 2020 Law?

Under the new regulation, “dividend” is defined as the post-tax profit paid for each share. The old 2020 Enterprise Law defined this as “net profit.”

Legal basis: Clause 5, Article 4, Enterprise Law 2020 (amended).

How is “Beneficial Owner” defined in the 2025 Enterprise Law?

A “Beneficial Owner” is an individual who has factual ownership or control over the enterprise. This is a completely new definition.

Legal basis: Clause 35, Article 4, Enterprise Law 2020 (added).

Must enterprises store information about beneficial owners at their head office?

Yes. According to the amended law, enterprises must store the “List of beneficial owners (if any)” at the head office. This is one of the mandatory documents for enterprise retention.

Legal basis: Point h, Clause 1, Article 11, Enterprise Law 2020 (added).

Are civil servants and public employees permitted to establish and manage enterprises under the new regulation?

Yes, in an exceptional case. The amendment allows civil servants and public employees to establish and manage enterprises if this “is carried out under laws on science, technology, innovation, and national digital transformation.”

Legal basis: Clause 2, Article 17, Enterprise Law 2020 (amended by Clause 6, Article 1, 2025 Law).

How has the regulation on using digital signatures for online business registration changed?

The 2025 Law has repealed the specific regulations on using digital signatures or Business Registration Accounts. Instead, the Government will provide detailed guidance on electronic dossiers, procedures, and registration methods.

Legal basis: Clause 3 and Clause 4, Article 26, Enterprise Law 2020 (repealed by Point a, Clause 12, Article 1, 2025 Law).

Conclusion

The New Enterprise Law provisions require enterprises to update immediately. Compliance with the revised regulations on beneficial owners, capital raising, and internal governance is a mandatory requirement. For detailed consultation on the Enterprise Law and its application, please contact Long Phan Consulting Company via Hotline 1900636389 for the most prompt and specialized support.