Key Updates And Revisions To Vietnam's Enterprise Registration Procedures Under Decree 168/2025

The Vietnamese Government has recently issued Decree 168/2025 on enterprise registration, which replaces the previous Decree 1/2021. This blog post highlights several significant changes and clarifications to enterprise registration procedures under Decree 168/2025.

1)         Additional forms of documents evidencing the completion of capital contribution and transfer

Decree 168/2025 introduces new options for documenting the completion of capital contributions or capital transfers in the enterprise registration application dossiers as follows:

For evidence of the completion of a transfer, one of the following documents is now accepted:

•          A copy or extract of the member register or shareholder register.

•          A copy or original of the liquidation minutes of the transfer contract.

•          Bank confirmation of completed payment.

•          Other documents validly proving the completion of share or capital contribution transfer as prescribed by law.

Read MoreInfo
Comment
Written by Nguyen Quang Vu On In

Further Discussions On The New Provisions On Beneficial Owners

In this post, we continue to discuss certain aspects of the new provisions on beneficial owners (BOs or commonly called as “UBOs”) under the new amendments to the Enterprise Law 2020 passed in June 2025 (2025 Enterprise Law Amendment) and the new Decree 168/2025 on enterprise registration. We have discussed some of the issues in our earlier post.

UBOs with joint controls

Under the 2025 Enterprise Law Amendment and Decree 168/2025, the criteria to determine whether an individual is an UBO seem to apply to a single individual only. As such, it is not clear if the information about related persons of such individual (e.g., his/her relatives) should be taken into account when determining an UBO. For example, it is not clear if an individual together with his/her spouse hold more than 25% voting rights of an enterprise should be declared as an UBO. A literal reading of Decree 168/2025 suggests that declaration of UBOs is not required in case of joint control. However, such an approach is likely not consistent with the purpose of the provisions on UBOs.

Read MoreInfo
Comment
Written by Nguyen Quang Vu On In ,

Key Changes to the Enterprise Law 2020

The law amending the Enterprise Law 2020 (Amended Enterprise Law 2020), effective 1 July 2025, introduces the following key changes:

1.         The New Beneficial Owner Regime

1.1.      The Amended Enterprise Law 2020's most significant change is the introduction of a Beneficial Owner (BO) regime, designed to enhance transparency and align Vietnam with international anti-money laundering standards.

Who are BOs?

1.2.      The Amended Enterprise Law 2020 defines a BO as the individual who ultimately owns or controls an enterprise. The recently issued Decree 168/2025 on enterprise registration (Decree 168/2025) further clarifies the specific criteria for identifying a BO. In particular, an individual is considered a BO if they meet one of the following conditions:

Read MoreInfo
Comment
Written by Lawyers VNLaw On In

The concept of indirect subsidiaries of a parent company under the Enterprise Law 2020

It is unclear whether indirect ownership or control is taken into account when determining a company is the parent company of another company. Under Article 195.1 of the Enterprise Law 2020, a company will be deemed to be a parent company of another company in one of the following circumstances:

  • the former owns more than 50% of the charter capital or the total number of ordinary shares of the latter;

  • the former has the right to directly or indirectly appoint “the majority or all directors of the Board, Director or the General Director” of the latter; or

  • the former has the right to amend the charter of the latter.

The above definition makes it unclear because indirect control is only clearly mentioned in the case of appointing Board directors and Director (General Director) (i.e. the second limb).

Read MoreInfo
Comment
Written by Nguyen Quang Vu On In ,