Tiếng Việt
On June 17, 2025, the National Assembly of Vietnam officially passed the Law amending and supplementing several articles of the Law on Enterprises, with overwhelming support — 455 out of 478 delegates in favor (95.19%). This marks a crucial legal milestone in Vietnam’s institutional reform, promising a more transparent and efficient business environment for both domestic and foreign enterprises.
Key Highlights of the 2025 Amended Law on Enterprises
The new legislation focuses on three major issues that significantly affect corporate governance and internal operations:
1. Enhancing the Personal Responsibility of Legal Representatives
The new law stipulates that legal representatives are personally liable for any damage caused to the company due to violations of their obligations, misrepresentation in business registration, or failure to contribute sufficient charter capital as committed.
This is a major step forward in promoting transparency, accountability, and professionalism in enterprise leadership.
2. Updating the List of Individuals Prohibited from Managing or Establishing Enterprises
By amending Article 17, the new law provides a clearer framework regarding individuals prohibited from managing or founding enterprises, including public officials, civil servants (except in specific cases), individuals under criminal investigation, or currently serving criminal sentences.
This change strengthens the legal consistency across laws and helps prevent abuse of power or conflicts of interest in business.
3. Clarifying the Definition of “Beneficial Owner”
For the first time, the Law on Enterprises clarifies the definition and responsibilities related to the beneficial owner — the individual who ultimately controls or benefits from the enterprise.
This is a critical measure to support anti-money laundering, anti-terrorist financing, and financial crime prevention, and aligns Vietnam with international transparency standards.
Impacts and Implications for Vietnamese Businesses
The passage of the amended Law on Enterprises 2025 is not just a legal update but a bold reform step that will:
Enhance trust from investors and partners, both domestically and internationally, thanks to a more transparent legal framework.
Encourage businesses to upgrade their governance systems, promoting professionalism and long-term sustainability.
Help companies proactively mitigate legal and financial risks, especially those related to capital contributions and leadership compliance.
Practical Guidance for Businesses
To adapt and thrive under the new legal framework, businesses should:
Study the amended law carefully to understand their rights and obligations;
Review all internal procedures, corporate charters, and legal documents to ensure compliance;
Implement transparency practices, especially regarding enterprise registration and ownership information;
Seek timely legal advice to avoid regulatory pitfalls.
LTS LAW – Your Legal Partner Through Business Reform and Compliance
With a team of experienced corporate lawyers, LTS LAW is committed to supporting businesses with:
Legal consultancy and updates on business registration in line with the new law;
Guidance on identifying and reporting beneficial ownership;
Assessment of compliance for legal representatives and internal control structures;
Training and legal updates for corporate governance and business management teams.
Hotline: (+84) 28 6287 4492
Email: contact@lts.com.vn
Website: www.lts.com.vn
Office: 6th Floor, 520 Cach Mang Thang Tam Street, Ward 11, District 3, Ho Chi Minh City, Vietnam
