1.1. Responsibilities of the Legal Representative Will Be Increased
The responsibilities of the legal representative will be expanded through the phrase “as prescribed by law,” meaning that under the amended Enterprise Law 2025, the legal representative will bear various legal liabilities, including civil, administrative, and criminal liabilities.
Clause 4, Article 1, Law No. 76/2025/QH15 (effective from July 1, 2025) has been amended as follows: “The legal representative of an enterprise shall bear personal liability as prescribed by law for damages caused to the enterprise due to violations of responsibilities stipulated in Clause 1 of this Article.”
According to Article 13 of the Enterprise Law 2020, the legal representative of an enterprise has the following responsibilities:
a) Perform assigned rights and obligations honestly, prudently, and in the best manner to ensure the lawful interests of the enterprise;
b) Be loyal to the interests of the enterprise; not abuse their position or use information, know‑how, business opportunities, or other assets of the enterprise for personal gain or for the benefit of other organizations or individuals;
c) Promptly, fully, and accurately notify the enterprise of any enterprise in which they or their related persons are owners, shareholders, or capital contributors as prescribed by this Law.
1.2. Amendments to the Subjects Prohibited from Establishing and Managing Enterprises
Compared to the Enterprise Law 2020, the amended Enterprise Law 2025 expands exceptions for officials, public employees, and civil servants, allowing them to participate in establishing and managing enterprises in the fields of science–technology and digital transformation, thereby promoting innovation within the public sector.
1.3. New Regulations Allowing Officials and Civil Servants to Contribute Capital to Digital‑Transformation Enterprises
The amended Enterprise Law 2025 adds exceptions permitting officials, public employees, and civil servants to contribute capital, purchase shares, or acquire capital contributions in joint‑stock companies, limited liability companies, and partnerships, provided such activities fall within policies promoting science–technology, innovation, and digital transformation. This amendment concretizes the policy under Resolution 57‑NQ/TW dated December 22, 2024 of the Politburo on breakthroughs in science–technology, innovation, and national digital transformation.
1.4. Amendments to the Definition of Market Price of Capital Contributions or Shares
Point b, Clause 1, Article 1 of Law No. 76/2025/QH15 stipulates:
The market price of capital contributions or shares is:
a) The average transaction price within the 30 consecutive days preceding the valuation date, or the price agreed between the seller and buyer, or the price determined by a valuation organization for listed or registered shares on the securities trading system;
b) The market transaction price at the immediately preceding time, or the price agreed between the seller and buyer, or the price determined by a valuation organization for capital contributions or shares not falling under Point a of this Clause.
Thus, the concept of market price is significantly revised by dividing it into two groups: • Listed shares use the 30‑day average price, aligning with international practices and the stock market;
- Unlisted capital contributions/shares continue using the previous flexible methods.
1.5. Abolishing Enterprise Registration Using Digital Signatures and Business Registration Accounts
Law No. 76/2025/QH15 abolishes Clause 3 and Clause 4 of Article 26 of the Enterprise Law 2020, meaning:
- Enterprise registration using digital signatures is no longer available • Registration using business‑registration accounts issued by the National Enterprise Registration Information System is no longer available
Three main reasons:
- Outdated technology
- Avoid duplication with national electronic identification systems
- Prepare for a new enterprise‑registration model: high‑level electronic identification (VNeID level 2), integration with the National Public Service Portal, and interconnection with tax – social insurance – labor – investment in a unified process
1.6. New Regulations on “Beneficial Owner of a Legal‑Entity Enterprise”
By officially recognizing the concept of “beneficial owner of a legal‑entity enterprise,” the amended Enterprise Law 2025 clarifies the actual controlling individual behind an enterprise, not only legally but also substantively. This enhances ownership transparency and helps prevent tax evasion, money laundering, and misuse of legal entities to conceal true controlling individuals.
a) Definition
A beneficial owner of a legal‑entity enterprise is an individual who actually owns charter capital or has controlling rights over the enterprise, except for representatives of state‑owned capital in enterprises with 100% state ownership or representatives of state capital in multi‑member LLCs or joint‑stock companies under laws on state capital management.
Note: Private enterprises are not required to declare beneficial owners. The regulation applies only to enterprises with legal‑entity status.
b) Criteria for identifying beneficial owners (According to Article 17 of Decree 168/2025/NĐ‑CP)
A beneficial owner is an individual who meets one of the following criteria:
(i) Directly or indirectly owns at least 25% of charter capital or voting shares. Indirect ownership means owning at least 25% through another organization.
(ii) Has controlling rights over decisions on at least one of the following:
- Appointment or dismissal of most or all members of the Board of Directors, Chairperson, or Members’ Council
- Legal representative, director, or general director
- Amendments to the enterprise’s charter
- Changes to organizational structure
- Reorganization or dissolution of the company
c) Responsibilities of enterprises regarding beneficial owners
From July 1, 2025:
- Enterprises established before this date must supplement beneficial‑owner information with provincial business‑registration authorities.
- Enterprises established after this date must declare beneficial‑owner information upon registration.
- Any changes must be updated promptly.
Enterprises must:
(i) Review ownership structure and identify beneficial owners
(ii) Prepare a list of beneficial owners and submit it with registration documents or update when changes occur
(iii) Declare and notify provincial business‑registration authorities
(iv) Maintain records in paper or electronic form
1.7. Amendments on Cases Where Joint‑Stock Companies May Reduce Charter Capital
From July 1, 2025, a joint‑stock company may reduce charter capital in the following cases:
(i) According to a resolution of the General Meeting of Shareholders, the company returns part of capital contributions to shareholders proportionally if the company has operated for at least two years (excluding suspension periods) and can still meet all debts and obligations afterward;
(ii) The company repurchases issued shares under Articles 132 and 133 of the Enterprise Law 2020;
(iii) Charter capital is not fully and timely paid by shareholders under Article 113 of the Enterprise Law 2020;
(iv) The company returns capital contributions to shareholders holding redeemable preferred shares under the Enterprise Law 2020 and the company charter.
The amended law clarifies that the two‑year operating period excludes business‑suspension periods and adds the case of returning capital for redeemable preferred shares.
1.8. Amendments on Termination of Branches, Representative Offices, and Business Locations
Pursuant to Clause 1, Article 213 of the 2020 Law on Enterprises, the termination of operations of branches, representative offices, and business locations is prescribed as follows:
A branch, representative office, or business location of an enterprise may have its operations terminated either by a decision of the enterprise itself or by a decision of the competent state authority to revoke the Certificate of Operation Registration of the branch or representative office.
Meanwhile, Clause 24, Article 1 of Law No. 76/2025/QH15 revises and supplements this provision as follows:
A branch, representative office, or business location of an enterprise may have its operations terminated either by a decision of the enterprise itself or by a decision of the competent state authority to revoke the Certificate of Enterprise Registration or the Certificate of Operation Registration of the branch, representative office, or business location.
Accordingly, the entities empowered to issue decisions on the termination of operations of branches, representative offices, and business locations have been broadened. The competent state authority may now revoke not only the operation registration certificates of branches or representative offices, but also the enterprise registration certificate and the business location registration certificate. Furthermore, instead of limiting revocation to the “operation registration certificate” of each unit, the revised law encompasses the revocation of the enterprise registration certificate and the registration certificate of the business location, thereby clarifying the legal circumstances that may lead to termination of operations.
This new regulation provides a more comprehensive framework for practical situations, particularly in cases where the enterprise’s registration is revoked, resulting in the automatic termination of all dependent units.