COMPARATIVE TABLE OF THE LAW ON ENTERPRISES 2020 AND THE LAW AMENDING AND SUPPLEMENTING OF THE LAW ON ENTERPRISES 2025

Article 4. Interpretation of Terms

For the purposes of this Law, the terms below shall be construed as follows:

5. Dividend means the net profit paid for each share in cash or in other assets.

14. Market value of contributed capital or shares means the transaction price on the market at the immediately preceding time, the agreed price between the seller and the buyer, or the price determined by a valuation organization.

16. Legal personal identification documents include one of the following: Citizen Identity Card, Identity Card, Passport, or other legally authenticated personal identification documents.

1. Amendments and Supplements to Several Clauses of Article 4 are as follows:

Clauses 5, 14, and 16 shall be amended and supplemented as follows:

"Article 4. Interpretation of Terms"

5. Dividend means the post-tax profit paid for each share in cash or in other assets.

14. Market value of contributed capital or shares shall be determined as follows:
a) The average trading price during the 30 consecutive days preceding the date of valuation, the agreed price between the seller and the buyer, or the price determined by a valuation organization, applicable to listed shares or shares registered for trading on the securities trading system;
b) The market transaction price at the immediately preceding time, the agreed price between the seller and the buyer, or the price determined by a valuation organization, applicable to contributed capital or shares not covered under Point a of this Clause.

16. Legal personal identification documents include one of the following: ID card, Citizen Identity Card, Identity Card, Passport, or other legally authenticated personal identification documents.

Clause 35 shall be added after Clause 34 as follows:

35. Beneficial owner of an enterprise with legal entity status (hereinafter referred to as the “beneficial owner of the enterprise”) means an individual who actually holds ownership of charter capital or exercises control over the enterprise, except for the authorized representative of the State capital owner in enterprises wholly owned by the State, and the authorized representative of State capital in joint stock companies or multi-member limited liability companies in accordance with the law on management and investment of State capital in enterprises.

Amendments were made to the definition of dividends to align with the terminology used in corporate financial statements, specifically replacing “net profit” with “post-tax profit,” as the term “net profit” is not defined in financial statements.

Provisions were supplemented to clarify methods for determining the market value of listed or UPCOM shares, ensuring consistency with the regulations of the securities law.

The Identity Card (“Giấy chứng minh nhân dân”) was removed from the list of legal personal identification documents as it is no longer in use in practice.

The definition of beneficial owner was explicitly introduced to serve as a basis for enterprises' reporting obligations to business registration authorities, and to implement Vietnam’s commitments on anti-money laundering, counter-terrorism financing, and the prevention of proliferation financing of weapons of mass destruction.

Article 8. Obligations of Enterprises

5. Ensure the lawful and legitimate rights and interests of employees in accordance with the law; refrain from discrimination, insulting the honor or dignity of employees; prohibit maltreatment, forced labor, or the unlawful employment of minors; support and facilitate employees in participating in training to improve their qualifications and professional skills; and implement policies and regimes on social insurance, unemployment insurance, health insurance, and other insurance for employees in accordance with the law.

2. Clause 5a shall be added after Clause 5 as follows:

"Article 8. Obligations of Enterprises"

"5a. Collect, update, and retain information on the beneficial owner of the enterprise; provide such information to competent state authorities upon request for the purpose of identifying the beneficial owner of the enterprise."

Article 11. Document Retention Regime of Enterprises

1. Depending on the type of enterprise, the following documents must be retained:

a) The company's charter; internal management regulations; member register or shareholder register;

b) Certificates of industrial property rights; certificates of registration for product, goods, or service quality; other licenses and certificates;

c) Documents and papers evidencing the company’s ownership of assets;

d) Ballots, vote counting records, minutes of meetings of the Members’ Council, General Meeting of Shareholders, and Board of Directors; decisions of the enterprise;

đ) Prospectuses for the offering or listing of securities;

e) Reports of the Supervisory Board, inspection conclusions, and audit reports;

g) Accounting books, accounting vouchers, and annual financial statements.

3. Point h shall be added after Point g, Clause 1, Article 11 as follows:

"Article 11. Document Retention Regime of Enterprises"

"h) List of beneficial owners of the enterprise (if any)."

Article 13. Responsibilities of the Legal Representative of the Enterprise

2. The legal representative of the enterprise shall be personally liable for any damage caused to the enterprise due to a breach of the responsibilities prescribed in Clause 1 of this Article.

4. Clause 2 of Article 13 shall be amended and supplemented as follows:

"Article 13. Responsibilities of the Legal Representative of the Enterprise"

"2. The legal representative of the enterprise shall be personally liable in accordance with the law for any damage caused to the enterprise due to a breach of the responsibilities prescribed in Clause 1 of this Article."

Article 16. Prohibited Acts

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4. Making untruthful or inaccurate declarations in the enterprise registration dossier or the dossier for registration of changes to enterprise registration contents.

5. Falsely declaring charter capital, failing to make full capital contributions as registered, or intentionally misvaluing contributed assets.

5. Clauses 4 and 5 of Article 16 shall be amended and supplemented as follows:

"Article 16. Prohibited Acts"

"4. Forging, making untruthful or inaccurate declarations in the enterprise registration dossier or the dossier for registration of changes to enterprise registration contents.

5. Falsely declaring charter capital by failing to make full capital contributions as registered without registering an adjustment to the charter capital in accordance with the law; intentionally misvaluing contributed assets."

Article 17. Right to Establish, Contribute Capital, Purchase Shares, Purchase Capital Contributions, and Manage Enterprises

2. The following organizations and individuals are not entitled to establish or manage an enterprise in Vietnam:

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b) Cadres, civil servants, and public employees as prescribed by the Law on Cadres and Civil Servants and the Law on Public Employees;

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e) Persons who are under criminal prosecution, in detention, serving a prison sentence, subject to administrative handling measures at compulsory detoxification establishments or compulsory education establishments, or banned by the Court from holding certain positions, practicing certain professions, or performing certain jobs; and other cases as prescribed by the Law on Bankruptcy and the Law on Anti-Corruption.

In case requested by the business registration authority, the applicant for enterprise registration must submit a judicial record certificate to the business registration authority.

3. Organizations and individuals have the right to contribute capital, purchase shares, and purchase capital contributions in joint-stock companies, limited liability companies, and partnerships in accordance with this Law, except in the following cases:

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b) Persons prohibited from contributing capital to enterprises under the Law on Cadres and Civil Servants, the Law on Public Employees, and the Law on Anti-Corruption.

6. A number of Clauses of Article 17 shall be amended and supplemented as follows:

Points b and e of Clause 2 shall be amended and supplemented as follows:

"Article 17. Right to Establish, Contribute Capital, Purchase Shares, Purchase Capital Contributions, and Manage Enterprises"

b) Cadres, civil servants, and public employees as prescribed by the Law on Cadres and Civil Servants and the Law on Public Employees, except in cases permitted under the laws on science, technology, innovation, and national digital transformation;

…

e) Persons who are under criminal prosecution, in detention, serving a prison sentence, subject to administrative handling measures at compulsory detoxification establishments or compulsory education establishments, or banned by the Court from holding certain positions, practicing certain professions, or performing certain jobs; and other cases as prescribed by the Law on Bankruptcy and the Law on Anti-Corruption.

Where requested by the business registration authority, the applicant for enterprise registration shall submit a judicial record certificate to the business registration authority.

Point b of Clause 3 shall be amended and supplemented as follows:

"3. Organizations and individuals have the right to contribute capital, purchase shares, and purchase capital contributions in joint-stock companies, limited liability companies, and partnerships in accordance with this Law, except in the following cases:

b) Persons prohibited from contributing capital to enterprises under the Law on Cadres and Civil Servants, the Law on Public Employees, and the Law on Anti-Corruption, except in cases permitted under the laws on science, technology, innovation, and national digital transformation."

The amendments and supplements are made to ensure consistency with Article 4 of Resolution No. 193/2025/QH15 dated February 19, 2025 of the National Assembly on piloting specific mechanisms and policies to create breakthroughs in the development of science, technology, innovation, and national digital transformation.

The drafting agency does not require applicants for enterprise registration to submit judicial record certificates, in order to reduce administrative burdens on enterprises. The business registration authority shall coordinate with the police authority where necessary, in accordance with Clause 3, Article 7 of the Law on Judicial Records.

Article 20. Dossier for Registration of a Partnership

1. Application for enterprise registration.
2. The company’s charter.
3. List of members.
4. Copies of legal personal identification documents of the members.
5. A copy of the Investment Registration Certificate for foreign investors in accordance with the Law on Investment.

7. Clause 3 of Article 20 shall be amended and supplemented as follows:

"Article 20. Dossier for Registration of a Partnership"

"3. List of members; list of beneficial owners of the enterprise (if any)."

Article 21. Dossier for Registration of a Limited Liability Company

1. Application for enterprise registration.
2. The company’s charter.
3. List of members.
4. Copies of the following documents:

a) Legal personal identification documents of the individual members and the legal representative;

b) Legal documents of the organization for organizational members and the letter of authorization for the authorized representative; legal personal identification documents of the authorized representative of the organizational member.
For foreign organizational members, the copy of the organization’s legal documents must be legalized by consular authentication;

c) Investment Registration Certificate for foreign investors in accordance with the Law on Investment.

8. Clause 3 of Article 21 shall be amended and supplemented as follows:

"Article 21. Dossier for Registration of a Limited Liability Company"

"3. List of members; list of beneficial owners of the enterprise (if any)."

Article 22. Dossier for Registration of a Joint Stock Company

1. Application for enterprise registration.
2. The company’s charter.
3. List of founding shareholders; list of shareholders that are foreign investors.
4. Copies of the following documents:

a) Legal personal identification documents of founding shareholders and shareholders that are foreign investors being individuals, and of the legal representative;

b) Legal documents of the organization for shareholders being organizations and the letter of authorization for the authorized representative; legal personal identification documents of the authorized representative of founding shareholders and shareholders that are foreign investors being organizations.
For shareholders being foreign organizations, the copy of the organization’s legal documents must be legalized by consular authentication;

c) Investment Registration Certificate for foreign investors in accordance with the Law on Investment.

9. Clause 3 of Article 22 shall be amended and supplemented as follows:

"Article 22. Dossier for Registration of a Joint Stock Company"

"3. List of founding shareholders; list of shareholders that are foreign investors; list of beneficial owners of the enterprise (if any)"

Article 23. Contents of the Application for Enterprise Registration

The application for enterprise registration shall include the following principal contents:

1. Name of the enterprise;

2. Address of the enterprise’s head office, telephone number; fax number, email address (if any);

3. Business lines;

4. Charter capital; investment capital of the private enterprise owner;

5. Types of shares, par value of each type of share, and total number of shares eligible for offering of each type of share, applicable to joint stock companies;

6. Tax registration information;

7. Estimated number of employees;

8. Full name, signature, contact address, nationality, and personal identification documents of the private enterprise owner and general partners of a partnership;

9. Full name, signature, contact address, nationality, and personal identification documents of the legal representative of a limited liability company or a joint stock company.

10. Clause 10 shall be added after Clause 9 of Article 23 as follows:

"Article 23. Contents of the Application for Enterprise Registration"

"10. Information on the beneficial owner of the enterprise (if any).

Article 25. List of Members of Limited Liability Companies and Partnerships, and List of Founding Shareholders and Shareholders that are Foreign Investors in Joint Stock Companies

The list of members of limited liability companies and partnerships, and the list of founding shareholders and shareholders that are foreign investors in joint stock companies must include the following principal contents:

1. Full name, signature, nationality, and contact address of individual members in limited liability companies and partnerships; of founding shareholders and shareholders that are foreign investors being individuals in joint stock companies;

2. Name, enterprise identification number, and head office address of organizational members in limited liability companies and partnerships; of founding shareholders and shareholders that are foreign investors being organizations in joint stock companies;

3. Full name, signature, nationality, and contact address of the legal representative or authorized representative of organizational members in limited liability companies; of founding shareholders and shareholders that are foreign investors being organizations in joint stock companies;

4. Capital contribution, value of contributed capital, ownership ratio, type of assets, quantity and value of each type of contributed asset, and the time limit for capital contribution of each member in limited liability companies and partnerships; number of shares, type of shares, ownership ratio, type of assets, quantity and value of each type of contributed asset, and the time limit for capital contribution of each founding shareholder and shareholder that is a foreign investor in joint stock companies.

11. The title and introductory paragraph of Article 25 shall be amended, and Clause 5 shall be added after Clause 4 as follows:

a) The title and introductory paragraph of Article 25 shall be amended as follows:

"Article 25. List of Members of Limited Liability Companies and Partnerships; List of Founding Shareholders and Shareholders that are Foreign Investors in Joint Stock Companies; and List of Beneficial Owners of the Enterprise"

The list of members of limited liability companies and partnerships; list of founding shareholders and shareholders that are foreign investors in joint stock companies; and list of beneficial owners of the enterprise must include the following principal contents:

b) Clause 5 shall be added after Clause 4 as follows:

"5. The list of beneficial owners of the enterprise must include the following principal information: full name; date of birth; nationality; ethnicity; gender; contact address; ownership ratio or controlling interest; and information on the legal personal identification documents of the beneficial owner of the enterprise.

Article 26. Procedures for Enterprise Registration

1. The founder of the enterprise or a person authorized to do so shall carry out the enterprise registration with the business registration authority using one of the following methods:

a) Direct registration at the business registration authority;
b) Registration via postal services;
c) Registration via electronic information network.

2. Online enterprise registration means the submission of the enterprise registration dossier via the electronic information network at the National Business Registration Portal. The dossier for online enterprise registration shall include the data as prescribed by this Law and be presented in electronic document form. The online enterprise registration dossier has the same legal validity as the paper-based dossier.

3. Organizations and individuals may choose to use a digital signature in accordance with the law on electronic transactions or use a business registration account to register the enterprise via the electronic information network.

4. A business registration account is an account created by the National Business Registration System and issued to an individual for the purpose of registering an enterprise online. The individual who is granted the business registration account shall be legally responsible for the registration and the use of such account in the online enterprise registration process.

5. Within 03 working days from the date of receipt of the application, the business registration authority shall review the validity of the enterprise registration dossier and issue the enterprise registration certificate; in case the dossier is invalid, the business registration authority shall notify in writing the contents to be amended or supplemented to the founder of the enterprise. In case of refusal to register the enterprise, a written notice stating the reason must be provided to the founder of the enterprise.

6. The Government shall provide regulations on dossiers, procedures, and the interconnection mechanism in enterprise registration

12. Article 26 shall be amended, supplemented, and have certain clauses repealed as follows:

a) Clauses 3 and 4 shall be repealed

b) Clause 6 shall be amended and supplemented as follows:

"6. The Government shall provide regulations on dossiers, procedures, interconnection mechanisms in enterprise registration, and the registration of enterprises via the electronic information network.

Article 31. Notification of Changes to Enterprise Registration Information

1. An enterprise must notify the Business Registration Authority upon any change in the following information:

a) Business lines;

b) Founding shareholders and shareholders that are foreign investors in a joint stock company, except for listed companies;

c) Other contents of the enterprise registration dossier.

13. Clause 1 of Article 31 shall be amended and supplemented as follows:

"Article 31. Notification of Changes to Enterprise Registration Information"

1. An enterprise must notify the Business Registration Authority upon any change in the following information:

a) Business lines;

b) Founding shareholders and shareholders that are foreign investors in a joint stock company, except for listed companies and companies registered for securities trading;

c) Information on the beneficial owner of the enterprise, except for listed companies and companies registered for securities trading;

d) Other contents of the enterprise registration dossier.

The exemption from the obligation to notify the Business Registration Authority of changes to information on the beneficial owner is entirely appropriate, as shares of public companies are managed by the Vietnam Securities Depository (“VSD”). Public companies are unable to identify specific changes in their shareholders due to securities being traded on the stock exchange.

This matter was addressed and recommended for revision by ATA in earlier drafts of the amended Law on Enterprises, as reflected in the article “Amending the Law on Enterprises – Still Many ‘Concerns’”. As a result, lawmakers have made adjustments compared to the previous draft.

However, the requirement to update information on beneficial owners imposes additional administrative procedures on enterprises, which runs counter to the policies of the Party and the State to streamline administrative processes. Therefore, the Government should urgently issue guiding regulations for implementing this requirement in a simplified, practical, and enterprise-friendly manner.

Article 33. Provision of Information on Enterprise Registration Contents

1. Organizations and individuals have the right to request the state management authority for business registration and the business registration authority to provide information stored on the National Business Registration System, and must pay fees in accordance with the law.

14. Clause 1a shall be added after Clause 1 of Article 33 as follows:

"Article 33. Provision of Information on Enterprise Registration Contents"

1a. Competent state authorities, as prescribed by law, shall have the right to request the state management authority for business registration to provide information on the beneficial owner of an enterprise stored in the National Business Registration System for the purpose of anti-money laundering, and shall not be required to pay fees.

Article 52. Transfer of Capital Contribution

1. Except as provided in Clause 4 Article 51, Clauses 6 and 7 Article 53 of this Law, a member of a multiple-member limited liability company has the right to transfer part or all of their capital contribution to another person in accordance with the following provisions:

a) The capital contribution shall first be offered to the remaining members in proportion to their capital contribution in the company and under the same conditions as the proposed transfer;

15. Point a, Clause 1 of Article 52 shall be amended and supplemented as follows:

"Article 52. Transfer of Capital Contribution

1. Except as provided in Clause 4 Article 51, and Clauses 6 and 7 Article 53 of this Law, a member of a multiple-member limited liability company has the right to transfer part or all of their capital contribution to another person in accordance with the following provisions:

a) Offer such capital contribution to the remaining members in proportion to their respective capital contributions in the company and under the same conditions as the proposed transfer;”.

16. Clause 9 shall be added after Clause 8 of Article 57 as follows:

“Article 57. Convening the Meeting of the Members’ Council

9. The procedures and protocols for inviting and convening the Members’ Council meeting in the case specified in Clause 4, Article 56 shall be carried out correspondingly according to the provisions in Clauses 2, 3, 4, 5, and 6 of this Article. Reasonable expenses incurred for convening and conducting the Members’ Council meeting shall be reimbursed by the company.”

CHAPTER V

JOINT STOCK COMPANIES

Article 112. Capital of Joint Stock Company

5. The company may reduce its charter capital in the following cases:

a) By resolution of the General Meeting of Shareholders, the company refunds part of the capital contribution to shareholders in proportion to their ownership of shares in the company if the company has operated continuously for 02 years or more from the date of enterprise establishment registration and ensures full payment of debts and other financial obligations after the refund to shareholders;

b) The company repurchases shares already sold in accordance with Articles 132 and 133 of this Law;

c) The charter capital is not fully and timely paid by shareholders as prescribed in Article 113 of this Law.

17. Amendments and additions to certain points of Clause 5, Article 112 as follows:

Article 112. Capital of Joint Stock Company

a) Amend and supplement Point a as follows:

“a) By resolution of the General Meeting of Shareholders, the company refunds part of the capital contribution to shareholders in proportion to their ownership of shares in the company if the company has continuously operated for 02 years or more from the date of enterprise establishment registration excluding periods of temporary business suspension registration, and ensures full payment of debts and other financial obligations after the refund to shareholders;”**

b) Add Point d after Point c as follows:

“d) The company shall refund the capital contribution upon request and conditions stated on the share certificate to shareholders holding redeemable preferred shares in accordance with this Law and the company’s Charter.”

Article 115. Rights of Common Shareholders

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4. The request to convene the General Meeting of Shareholders as prescribed in Clause 3 of this Article must be in writing and include the following information: full name, contact address, nationality, identification document number for individual shareholders; name, business registration number or legal document number, registered office address for institutional shareholders; number of shares and the registration date of shares of each shareholder, total number of shares held by the group of shareholders, and the ownership ratio in the total shares of the company; grounds and reasons for the request to convene the General Meeting of Shareholders. The request to convene the meeting must be accompanied by documents and evidence of violations by the Board of Directors, the extent of violations, or decisions beyond authority

18. Amendments and additions to certain points of Clause 4, Article 115 as follows:

Article 115. Rights of Common Shareholders

“4. The request to convene the General Meeting of Shareholders as prescribed in Clause 3 of this Article must be in writing and include the following information: full name, contact address, nationality, identification document number for individual shareholders; name, business registration number or legal document number, registered office address for institutional shareholders; number of shares and registration date of shares of each shareholder, total number of shares held by the group of shareholders, and ownership ratio in the total shares of the company; grounds and reasons for the request to convene the General Meeting of Shareholders. The request to convene the meeting must be accompanied by documents and evidence of violations by the Board of Directors, the extent of violations, or decisions beyond authority. The shareholder or group of shareholders shall bear full legal responsibility for the accuracy and truthfulness of the documents and evidence provided to the competent authority when requesting the convening of the General Meeting of Shareholders.”

Article 128. Private Placement of Bonds

2. Private placement of bonds by joint-stock companies that are not public companies means offering bonds without using mass media to fewer than 100 investors, excluding professional securities investors, and meeting the following conditions regarding eligible purchasers of private bonds:

a) Strategic investors for private convertible bonds and private bonds attached with warrants;

b) Professional securities investors for private convertible bonds, private bonds attached with warrants, and other types of private bonds.

3. Joint-stock companies that are not public companies conducting private placement of bonds must satisfy the following conditions:

...

c) Ensure compliance with financial safety ratios and safety assurance ratios in operations as prescribed by law;

17. Amendments and additions to certain points of Clause 2, Article 128 as follows:

Article 128. Private Placement of Bonds

a) Amend and supplement point b, clause 2 as follows:

“b) Professional securities investors participating in the purchase, trading, and transfer of private bonds shall comply with the provisions of securities law;”

b) Add point c1 after point c, clause 3 as follows:

“c1) The total liabilities (including the value of bonds expected to be issued) must not exceed 5 times the equity of the issuing organization according to the audited financial statements of the year immediately preceding the year of issuance; except for issuing organizations that are state-owned enterprises, enterprises issuing bonds to implement real estate projects, credit institutions, insurance enterprises, reinsurance enterprises, insurance brokerage enterprises, securities companies, and securities investment fund management companies, which shall comply with relevant legal provisions.”

Amendments and supplements to the conditions for private bond issuance introduce a cap on the debt-to-equity ratio of the issuing enterprise.

This regulation will help reduce systemic risk for both the enterprise itself and investors.

However, according to ATA, there is no clear basis for selecting a debt cap of no more than five times the equity as a benchmark to assess the financial health of an enterprise. At the same time, we believe that this cap is quite rigid and that there needs to be classification and risk assessment appropriate to the specific types and industries of the enterprises raising capital, as well as the purpose of capital mobilization, in order to determine and adjust a suitable cap.

Article 140. Convening the General Meeting of Shareholders

4. In the event that the Supervisory Board fails to convene the General Meeting of Shareholders as prescribed in Clause 3 of this Article, the shareholder or group of shareholders specified in Clause 2, Article 115 of this Law shall have the right to represent the company in convening the General Meeting of Shareholders in accordance with the provisions of this Law.

20. Addition of Clause 4a after Clause 4, Article 140, as follows:

Article 140. Convening the General Meeting of Shareholders

4a. For companies with a management organizational structure as stipulated in point b, Clause 1, Article 137, in the event that the Board of Directors does not convene the General Meeting of Shareholders as prescribed in Clause 2 of this Article, within the subsequent 30 days, the shareholder or group of shareholders as stipulated in Clause 2, Article 115 of this Law shall have the right to represent the company to convene the General Meeting of Shareholders in accordance with the provisions of this Law. Reasonable expenses for convening and conducting the General Meeting of Shareholders shall be reimbursed by the company.

Article 141. List of Shareholders Entitled to Attend the General Meeting of Shareholders

1. The list of shareholders entitled to attend the General Meeting of Shareholders shall be prepared based on the company’s register of shareholders. This list must be prepared no more than 10 days before the date of sending the invitation to the General Meeting of Shareholders, unless the company’s charter stipulates a shorter period.

21. Amendment and supplementation of Clause 1, Article 141, as follows:

Article 141. List of Shareholders Entitled to Attend the General Meeting of Shareholders

1. The list of shareholders entitled to attend the General Meeting of Shareholders shall be prepared based on the company’s register of shareholders and the register of securities holders of the company. This list must be prepared no more than 10 days before the date of sending the invitation to the General Meeting of Shareholders, unless the company’s charter stipulates a shorter period.

Article 176. Disclosure of Information

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3. A joint-stock company that is not a listed company must notify the Business Registration Authority where the company has its principal office no later than 3 working days after having information or changes in information regarding the full name, nationality, passport number, contact address, number of shares and type of shares of foreign individual shareholders; the name, business registration number, principal office address, number of shares and type of shares of foreign organizational shareholders; and the full name, nationality, passport number, contact address of the authorized representative of the foreign organizational shareholder.

22. Amendments and additions to Clause 3, Article 176 as follows:

Article 176. Disclosure of Information

3. Joint-stock companies, except for listed companies and companies registered for securities trading, must notify the Business Registration Authority no later than 3 working days after obtaining or having changes in information regarding the full name, nationality, passport number, contact address, number of shares, and type of shares of foreign individual shareholders; the name, business registration number, principal office address, number of shares, and type of shares of foreign organizational shareholders; and the full name, nationality, passport number, and contact address of the authorized representative of the foreign organizational shareholder.

The drafting agency excludes companies registered for securities trading because such information is already required to be disclosed in accordance with securities laws (when listed on the UPCoM exchange).

This provision is entirely appropriate and contributes to resolving difficulties and obstacles in shareholder management and business registration procedures for public companies that have not yet been listed.

Article 207. Cases and conditions for enterprise dissolution

1. An enterprise shall be dissolved in the following cases:

…

c) The company no longer has the minimum number of members as prescribed by this Law for a continuous period of 06 months and does not carry out the procedures to convert the enterprise’s type;

23. Amendment and supplementation of Point c, Clause 1, Article 207 as follows:

“Article 207. Cases and conditions for enterprise dissolution

1. An enterprise shall be dissolved in the following cases:

c) The company fails to maintain the minimum number of members or shareholders as prescribed by this Law for a continuous period of 06 months without carrying out procedures to convert the type of enterprise;

Article 213. Termination of operations of branches, representative offices, and business locations

1. A branch, representative office, or business location of an enterprise shall have its operations terminated either by a decision of the enterprise itself or by a decision on the revocation of the Certificate of Operation Registration of the branch or representative office issued by a competent state authority.

24. Amendment and supplementation to Clause 1, Article 213 as follows:

"Article 213. Termination of operations of branches, representative offices, and business locations"

1. A branch, representative office, or business location of an enterprise shall have its operations terminated either pursuant to a decision of the enterprise itself or under a decision on the revocation of the Enterprise Registration Certificate or the Certificate of Operation Registration of the branch, representative office, or business location issued by a competent state authority.

Article 215. Responsibilities of State Regulatory Authorities

3. The Provincial People's Committee shall perform state management over enterprises within its local jurisdiction.

4. Ministries, ministerial-level agencies, relevant agencies, and the Provincial People's Committee, within the scope of their assigned tasks and powers, shall be responsible for establishing connections, integration, and information sharing with the National Business Registration Database for the following information:

a) Information on business licenses, certificates of eligibility for business, practicing certificates, certificates or written approvals of business conditions issued to enterprises, and decisions on administrative sanctions against enterprises;

b) Information on business operations and tax compliance of enterprises based on tax reports and financial statements;

c) Coordination and sharing of information on the operation status of enterprises to improve the effectiveness of state management.

5. The Government shall provide detailed regulations on this Article.

25. Amendments and Supplements to Certain Clauses and Points of Article 215:

Article 215. Responsibilities of State Regulatory Authorities

a) Amendment and supplement to Clause 3 as follows:

“3. The Provincial People's Committee shall perform state management over enterprises within its local jurisdiction, and is responsible for organizing the Business Registration Authority and issuing procedures for verifying business registration content in the locality to ensure publicity and transparency.”

b) Amendment and supplement to Point c, Clause 4 as follows:

“c) To coordinate and share information on the operation status and legal status of enterprises in order to improve the effectiveness of state management.”

c) Supplement of Clause 4a after Clause 4 as follows:

“4a. In cases where an enterprise is established and operates under specialized laws governing sectors or industries, the registration authority shall be responsible for integrating, sharing, and updating information on business registration with the National Business Registration Information System.”

Clearly define the responsibilities of state regulatory authorities in business registration activities.

Establish a legal basis to enhance enterprise management, in line with the practical operations of businesses.

Establish a legal foundation to reduce the burden on enterprises in providing information and legal documents during the implementation of legal procedures at other sectoral and specialized regulatory

Article 216. Business Registration Authority

1. The business registration authority shall have the following duties and powers:

26. To add point h after point g of Clause 1, Article 216 as follows:

“Article 216. Business Registration Authority”

“h) Retain information on the beneficial owners of the enterprise for at least 05 years from the date the enterprise is dissolved or declared bankrupt in accordance with the law.”

27. Supplemented after Clause 5 of Article 217 as follows:

Article 217. Implementation Provisions

“6. The Government shall provide detailed regulations on the criteria for identifying beneficial owners of enterprises, the subjects responsible for declaration and the process of declaring information on beneficial owners of enterprises; information for the identification of beneficial owners; and the provision, retention, and sharing of information on beneficial owners of enterprises.”