Proposed new changes to the Enterprise Law 2005

The Vietnamese Government is contemplating to pass certain amendments to the Enterprise Law 2005 by end of this year. It is still early to tell how the amendments will look like. However, it appears from Resolution 22 dated 22 March 2014 of the Government that:

  • the Government is considering whether to apply criminal liability to enterprises under the amended Penal Code. Currently, only a natural person will be subject to criminal liability;
  • there will be a separate charter on management, governance and operation of State-owned enterprises in the Enterprise Law. However, there will also be a separate law on State capital in enterprises. Currently, these issues are regulated in various Decrees of the Government;
  • there will be a provision on social enterprise; and
  • it is not compulsory to record all the business lines of an enterprise in its Enterprise Registration Certificate except in case of business lines which are subject to certain business conditions. If this proposal is adopted then it could substantially reduce the hassles that an enterprise must go through when it expands its scope of operation. Currently, whenever an enterprise expands its business, it must apply to change its Enterprise Registration Certificate to record a new business line. 
Vietnam Business Law Blog
Vietnam's Employment Law 2025: What Employers and Employees Need to Know

On 16 June 2025, the National Assembly of Vietnam officially passed the Employment Law 2025, replacing the Employment Law 2013. The new law will take effect on 1 January 2026. Among its most significant revisions are changes to unemployment insurance (UI) regulations, aimed at expanding coverage, increasing benefits, and clarifying the responsibilities of both employers and employees. This article summarizes the most notable updates to Vietnam’s unemployment insurance system and other key changes under the new Employment Law 2025.

1. Major Changes to the Unemployment Insurance System

·       Broader Scope of Participants: The Employment Law 2025 broadens the scope of mandatory UI participation to include (1) employees with labor contracts of at least one month and (2) part-time employees under similar contracts whose monthly salary exceeds the minimum wage.

·       Additional Exclusions: The Employment Law 2025 now excludes the following groups from UI participation: (1) employees who meet the conditions for receiving retirement pensions (not just those already receiving them, as under the 2013 Law), (2) employees receiving other social insurance benefits or monthly government allowances, and (3) employees on probationary contracts. The new law also broadens the situations where UI contributions are not required. Now, employees who do not receive a salary for 14 working days or more in a month will not be subject to UI contributions. (Previously, under Decree 28/2015, this only applied to those on maternity or sick leave for that duration).

·       Contribution Rates and Salary Basis: The UI contribution rate is set at a maximum of 1% of the employee’s monthly salary, giving the government flexibility to adjust the rate below this ceiling if needed. The salary basis for UI contributions now includes the monthly salary plus any allowances or other regular additional payments. This is a change from the Employment Law 2013, which based UI contributions only on the salary used for social insurance.

Vietnam’s New Capital Gains Tax Rules For Foreign Enterprises

On 14 June 2025, the National Assembly passed the amended Corporate Income Tax Law 2025 (CIT Law 2025). Among other things, this legislation is expected to bring significant changes in determining the method of calculating tax for capital transfer and securities transfer transactions (Capital Gains Tax) undertaken by foreign companies. This post aims to provide a comprehensive and clear overview by analyzing and comparing these new regulations with those stipulated in the Corporate Income Tax Law 2008 (CIT Law 2008).

1)         Definition of Taxable Income Arising in Vietnam for Foreign Companies

A key area of adjustment in the CIT Law 2025 relates to the definition of taxable income arising in Vietnam for foreign companies, making it more transparent.

Under the CIT Law 2008, the specific definition of such income was not explicitly clarified within the law itself; rather, it was detailed in Decree 218/2013 guiding the CIT Law 2008. In contrast, the CIT Law 2025 has directly incorporated this definition, clearly stating that taxable income arising in Vietnam for foreign companies is income originating from Vietnam, irrespective of the location where business activities are conducted.

Some Drawbacks of Resolution 222 on Vietnam’s International Financial Center

On 27 June 2025, as a foundational step for establishing an international financial hub in Vietnam, the National Assembly of Vietnam adopts the Resolution 222 on the International Financial Center (IFC) in Vietnam (specifically in Ho Chi Minh City and Da Nang City) (Resolution 222). However, when compared to international best practices, the Resolution reveals several weaknesses that may deter international investors.

Based on a comparative analysis, here are the main drawbacks:

  • Isolation from Vietnam domestic markets – Perhaps the most important benefits of investing in an IFC in Vietnam is the opportunity to access Vietnam domestic capital and financial market. Unfortunately, Resolution 222 does not clearly contemplate how an IFC member can invest or interact with Vietnam domestic capital and financial market. Without a better access to Vietnamese domestic markets, investors from regional financial centers may have less incentives to move to the IFC in Vietnam.

  • Unstable and unpredictable legal framework: Resolution 222 took effect from 1 September 2025. After five years, the legal framework contemplated by Resolution 222 will be reviewed by the National Assembly and may be replaced by a Law on International Financial Center. Existing projects can continue to operate under “existing” legal frameworks at such time. Given the amount of implementing legislation and the infrastructure required, it may take one to two years for the IFC to be up and running. Accordingly, investors may only have around three to four years to actually run theirs businesses before a potential new law will be issued. During the operation of the IFC, a regulation can be issued to limit the rights of IFC members to ensure “national interests” and “prevent threats against national security”. This provision is very broad and vague and could allow IFC regulators to change their regulations at any time.

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.

Private Corporate Bonds: Ambiguity concerning the permissible use of bond proceeds

Decree 153/2020 (as amended), which governs private corporate bond offerings, creates ambiguity concerning the permissible use of bond proceeds, especially when parent companies aim to finance their subsidiaries.

Decree 153/2020 stipulates that bond proceeds can be used for implementing investment programmes and projects, restructuring debts of the issuing enterprise itself, or for other purposes sanctioned by specialised laws. The ambiguity stems specifically from how the qualifier “of the issuing enterprise itself” applies to these permissible uses. This leads to two primary interpretations:

Key Changes to the Investment Law 2020

The recently enacted law amending the Investment Law 2020 (Amendment Law 2025), effective 1 July 2025, introduces the following key changes:

1.           Major Decentralization of Approval Authority

1.1.       Under the Amendment Law 2025, the Provincial People's Committees, rather than the Prime Minister under the previous law, have the authority to grant investment policy approval for the following projects:

Law on Management of State Capital 2025 – A Change in Direction

A pdf version of this post can be downloaded here.

In June 2025, the National Assembly passed a new Law on Management of State Capital (Law on State Capital 2025) replacing the same law issued in 2014 and amended in 2018 (Law on State Capital 2014). The Law on State Capital 2025 have given the individuals managing State-owned (or controlled) enterprises (i.e., the Members’ Council or the Chairman) substantial flexibility to run their businesses. In this post, we discussed some key changes introduced by the Law on State Capital 2025. A comparison between the Law on State Capital 2025 and Law on State Capital 2014 by Deep Research of Gemini 2.5 Pro can be found here.

Clearer scope of application

Law on State Capital 2025 clearly provides that enterprises which more than 50% charter capital or voting shares of which is held by the State are also subject to this law. This point is not clear under the Law on State Capital 2014.

Definition of State Capital

Under Law on State Capital 2025, State capital in a State-owned enterprise only includes the contributed capital portion held by the State out of the total owner's equity of the enterprise. In addition, the Law on State Capital 2025 defines State capital by reference to the holding percentage of the State. This new approach is a significant change from the Law on State Capital 2014 because:

  • The Law on State Capital 2025 excludes other funding sources such as the state budget, public assets, and development investment funds from the definition of "State capital" within an enterprise. Instead, the Law on State Capital 2025 classifies these as sources of capital and assets to be used for investing state capital in enterprises; and

  • in many scenarios, the holding percentage is more important than the absolute amount

A Question of Due Process: The Untimely Publication of Vietnam's New Laws Introduction

The 9th working session of the National Assembly of Vietnam, which lasted 35 days and ends on 27 June 2025, is probably the most productive working session of the National Assembly for several decades. In this one working session, the National Assembly has passed a number of laws equal to all laws passed by the National Assembly in 17 previous working sessions.  

Immediately after the conclusion of the National Assembly’s working sessions in late June 2025, newspapers and social media in Vietnam were flooded with information about these new laws and regulations. Information about these new laws was important since many of those laws would take effect on 1 July 2025 – only one week after the National Assembly concluded its working session.

As part of our marketing efforts, we also set out to review those laws and resolutions for our legal updates. However, when we first started, our lawyers struggled to locate the final text of many of these laws. For us, a “final text” of a law would be a scanned PDF of these laws bearing the seal of the National Assembly and signatures of the Chairman of the National Assembly or an official publication on official websites such as the Official Gazette or the National Database of Legal Documents.

Legal Challenges Arising from Vietnam's Administrative Reorganization

Introduction

From 1 July 2025, Vietnam’s local Government system formally operates according to a new “two-tier” system in 34 provinces as opposed to the old “three-tier” system in 63 provinces. In the new system, there are only two levels of local Government including provinces (tỉnh) and wards (xã, phường). Government agencies at district level no longer exist. Vietnam also combines several existing wards to form a larger ward. As a result, we estimate that Vietnam now has about 3,300 local people’s committees down from 10,000 local people’s committees.    

To achieve this, by 1 July 2025, the National Assembly and the Government have, among other things, amended the Constitution, amended the Law on Organisation of Local Government, issued 34 resolutions and 28 Decrees to restructure the local government system. Unfortunately, despite such herculean efforts, it appears that the new regulations have not addressed adequately various legal issues arising from the restructuring. In this post we will discuss some of these issues. More information can be found from the attached research generated by the latest AI LLM from Google (Gemini Pro 2.5).

No clear geographical boundaries between various local authorities at wards levels.  

It appears that on 1 July 2025, the Government did not establish clear geographical boundaries between the newly established wards. This is because the Standing Committee of the National Assembly sets a deadline of 30 September 2025 for the Government to do so for each province. Until a source of truth of the geographical boundaries at wards level is set up, many companies and individuals may not know for sure the correct addresses that they may use in their operations including application submitted to the authorities, invoices issued to clients, or contracts.

Overhaul To Vietnam Court System From 1 July 2025

In 2024, the National Assembly of Vietnam enacted the new Law on Organization of the People’s Court (Law on Courts), which implemented significant reforms to the structure of the People’s Court system in comparison to the 2014 Law on Courts. Shortly after the promulgation of the 2024 Law on Courts, Vietnam initiated a substantial reorganisation of its administrative divisions, transitioning from a three-tier (province, district, commune) model to a two-tier (province, commune) model. Consequently, in 2025, the National Assembly approved an amendment to the 2024 Law on Courts to align the court system with the updated two-tier administrative division model (2024-2025 Law on Courts). Below are our discussions on the key changes under the 2024-2025 Law on Courts when compared to the 2014 Law on Courts.

1)           Complete Restructuring of the Court Hierarchy

The court system is majorly reformed with the removal of the High People's Courts (Tòa án nhân dân cấp cao) and replacement of District Courts with Regional Court (Tòa án nhân dân khu vực).

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Documents Checklist For Setting Up A Single Member Limited Liability Service Company

The checklist below sets out the documents required or necessary for applying to obtain an Investment Certificate (IC) to set up a one-member limited liability service company (the Company) wholly-owned by a foreign investor in Vietnam (the Investor). The list also provides some items and information that the Investor needs to consider or decide before applying for the Investment Certificate.

Notes:

  • Investment Certificates are issued by the provincial licensing authorities. There are 63 provinces in Vietnam. The licensing authorities in each province may have different interpretation of the law and procedures. Generally, the licensing authorities in Ho Chi Minh City and Hanoi are usually stricter and require more documents than the licensing authorities in other provinces. Therefore, for each specific application, the licensing authority may or may not require each of the documents listed below.

  • There is no foreign ownership limit applicable to the scope of activities of the Company. Among other things, one should double check the commitments of Vietnam to the WTO on service sectors.

  • The Company is not involved in import and distribution of goods. If this is not the case, then additional documents and information are required for a Trading Licence.

  • The Company only leases office from an office building for its head office. There is no need for acquiring land and constructing buildings.

  • The Company is not involved in any conditional business which requires a minimum paid up capital or a practicing licence issued by Vietnamese authorities. 

No.

Document Description

Notes

1.         

Application for establishment in prescribed form

Investor to decide:

·         Company’s name and address;

·         Exact description of the Company’s business;

·         Duration of the investment project;

·         Total investment capital (equity and loan);

·         Total equity capital;

·         Capital contribution schedule;

·         Identity of the proposed legal representative of the Company; and

·         Identity of the representatives of the Investor in the Company.

2.         

Charter of the Company

Investor to decide:

·         Whether the Company will be managed by (1) a members council and a General Director or (2) a Chairman and a General Director; and

·         Authorities of each management level in the Company.

3.         

Resolutions of the Board of Directors of the Investor approving:

(i)                  the establishment in the Company;

(ii)                the charter of the Company;

(iii)              the appointment of the legal representative of the Company;

(iv)               the appointment of members of the Company’s Members’ Council (the “Members”);

(v)                 the authorized authorities of the Members; and

(vi)               appointing the Authorized Representative of the Investor to sign all relevant documents and proceed with relevant procedures for the stated purposes (the “Authorised Representative”).

 

 

4.         

Legalised copy of the Certificate of Incorporation/Business Registration of the Investor (issued by competent authority of the country of its incorporation) and its amendments (if any)

·         The date of the legalization must be within 3 months before the date of the application for the Investment Certificate. So this should only be done when the preparation of the application is near final.

·         Vietnamese translation of the same will also be required.

5.         

Legalised copy of Charter/Articles of Incorporation of the Investor

·         The date of the legalisation must be within 3 months before the date of the application for the Investment Certificate. So this should only be done when the preparation of the application is near final.

·         Vietnamese translation of the same will also be required.

6.         

Office lease for the Company’s head office together with (1) business registration of the landlord and (2) land use right and ownership certificate (or equivalent document) evidencing the landlord’s title over the leased office.

If there is a mortgage over the land and the building of the landlord, the licensing authority may even require evidence that the lender of the landlord has agreed for the landlord to lease its building.

7.         

Letter of the Investor on financial capacity and commitment on capital contribution by the Investor

·         It is better for the Investor to be a company of substance which has audited financial statements.

8.         

Legalized and notarized audited financial report of the Investor for the latest financial year

If the Investor is a newly established company, a letter of confirmation of the bank where the Investor opens its bank account can be accepted.

9.         

Economic technical explanation for the investment and establishment of the Company and its proposed business.

To explain the legal basis on why the Company should be licensed.

10.      

List of the Members of the Members’ Council of the Company (if applicable)

·         Applicable if the Company is organized in form of a limited liability company with members’ council.

·         If the Company is organized in form of a limited liability company with, this list is not required.

11.      

Legalized copy of the ID/passport of the Members and of the Authorized Representative

 

12.      

Legalized copy of the ID/Passport of the person who is supposed to serve as the legal representative of the Company

 

13.      

Evidence that the legal representative of the Company resides in Vietnam.

This may be a certificate of temporary residence issued by the local police. For an Investor who has no presence in Vietnam at the time of application, it may be not practical to send a foreign staff to stay in Vietnam just for satisfying the residency requirement during the licensing period. In that case, the Investor may consider appointing trusted Vietnamese to be the legal representative during the licensing period only.

14.      

Power of Attorney permitting local lawyers to deal with the licensing authority on behalf of the Investor to obtain the IC (“POA”).

 

 

 


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Can a foreign bank acquire 100% shares in a Vietnamese joint stock bank?

There has been an argument that under the new Decree 1/2014 a foreign bank may acquire 100% of the shares in a Vietnamese joint stock bank (Local Bank) if (1) the Local Bank is, among other things, a “weak credit institution”, and (2) the Prime Minister approves to increase the foreign ownership limit in the relevant Local Bank to 100%. However, in order for a foreign bank to acquire 100% of the shares in a Local Bank, various legal issues still need to be clarified. In particular,

  •  It is not clear if Decree 1/2014 is applicable to the scenario where a foreign bank acquires shares in Local Bank and becomes a single-member LLC bank owned by the foreign bank. Decree 1/2014 allows the Prime Minister to increase the foreign ownership limit in a Local Bank. However, Decree 1/2014 appears to be drafted on the assumption that the Local Bank will remain to be a joint stock bank even after the acquisition by a foreign bank. For example, all of the provisions in Decree 1/2014 regarding rights and obligations of a foreign investor after acquiring a Local Bank refer to “share” and “shareholders”.
  • A Local Bank is required to have at least 100 shareholders under the Law on Credit Institutions. If a foreign investor acquires 100% of the shares in a Local Bank, the Local Bank will become a 100% foreign-invested bank existing in the form of a single member limited liability company (LLC). The Law on Credit Institutions and Decree 59/2009 currently do not have any specific procedures for converting a local joint stock bank into a single-member LLC bank owned by a foreign bank. Instead, the Law on Credit Institutions and Decree 59/2009 only generally provide that conversion (chuyển đổi) of legal corporate form of a joint stock bank requires State Bank’s approval. As such presumably, the conversion of a local joint stock bank into a single-member LLC bank will need to follow the procedures under the Enterprise Law and Decree 102/2010. This means that, among other things, the conversion would require (1) super majority approval by the General Meeting of Shareholder of the Local Bank and (2) the share purchase price by the foreign bank to be determined according to market price or price determined by certain valuation methods.
  • After a 100% acquisition, the Local Bank will become a 100% foreign-invested bank. Therefore, presumably, the foreign investor will need to satisfy the conditions of setting up a 100% foreign-invested bank in Vietnam in addition to the conditions of acquiring shares in Local Bank in Vietnam.
  • A Local Bank is also a public joint stock company in Vietnam. Therefore, acquiring 100% shares in a Local Bank will be subject to the tender offer rules under the securities law unless an exemption is granted by the General Meeting of Shareholders.
  • A conversion of a Local Bank into a single-member LLC bank owned by a foreign bank would require (1) consent by all of the shareholders of the Local Bank for selling their shares to the foreign bank and (2) super majority approval by the Local Bank’s shareholders. If a shareholder in the Local Bank objects to the 100% acquisition, it may be difficult to complete the acquisition voluntarily. Under the Law on Credit Institutions, only when a Local Bank is put under “special control” (kiểm soát đặc biệt) by the State Bank, the State Bank may compel the Local Bank to be acquired by another bank or by the State Bank itself. Even in case of special control, the legal ground and procedures for a compulsory transfer of shares is still unclear and untested.
Vietnam Business Law Blog
Vietnam's Employment Law 2025: What Employers and Employees Need to Know

On 16 June 2025, the National Assembly of Vietnam officially passed the Employment Law 2025, replacing the Employment Law 2013. The new law will take effect on 1 January 2026. Among its most significant revisions are changes to unemployment insurance (UI) regulations, aimed at expanding coverage, increasing benefits, and clarifying the responsibilities of both employers and employees. This article summarizes the most notable updates to Vietnam’s unemployment insurance system and other key changes under the new Employment Law 2025.

1. Major Changes to the Unemployment Insurance System

·       Broader Scope of Participants: The Employment Law 2025 broadens the scope of mandatory UI participation to include (1) employees with labor contracts of at least one month and (2) part-time employees under similar contracts whose monthly salary exceeds the minimum wage.

·       Additional Exclusions: The Employment Law 2025 now excludes the following groups from UI participation: (1) employees who meet the conditions for receiving retirement pensions (not just those already receiving them, as under the 2013 Law), (2) employees receiving other social insurance benefits or monthly government allowances, and (3) employees on probationary contracts. The new law also broadens the situations where UI contributions are not required. Now, employees who do not receive a salary for 14 working days or more in a month will not be subject to UI contributions. (Previously, under Decree 28/2015, this only applied to those on maternity or sick leave for that duration).

·       Contribution Rates and Salary Basis: The UI contribution rate is set at a maximum of 1% of the employee’s monthly salary, giving the government flexibility to adjust the rate below this ceiling if needed. The salary basis for UI contributions now includes the monthly salary plus any allowances or other regular additional payments. This is a change from the Employment Law 2013, which based UI contributions only on the salary used for social insurance.

Vietnam’s New Capital Gains Tax Rules For Foreign Enterprises

On 14 June 2025, the National Assembly passed the amended Corporate Income Tax Law 2025 (CIT Law 2025). Among other things, this legislation is expected to bring significant changes in determining the method of calculating tax for capital transfer and securities transfer transactions (Capital Gains Tax) undertaken by foreign companies. This post aims to provide a comprehensive and clear overview by analyzing and comparing these new regulations with those stipulated in the Corporate Income Tax Law 2008 (CIT Law 2008).

1)         Definition of Taxable Income Arising in Vietnam for Foreign Companies

A key area of adjustment in the CIT Law 2025 relates to the definition of taxable income arising in Vietnam for foreign companies, making it more transparent.

Under the CIT Law 2008, the specific definition of such income was not explicitly clarified within the law itself; rather, it was detailed in Decree 218/2013 guiding the CIT Law 2008. In contrast, the CIT Law 2025 has directly incorporated this definition, clearly stating that taxable income arising in Vietnam for foreign companies is income originating from Vietnam, irrespective of the location where business activities are conducted.

Some Drawbacks of Resolution 222 on Vietnam’s International Financial Center

On 27 June 2025, as a foundational step for establishing an international financial hub in Vietnam, the National Assembly of Vietnam adopts the Resolution 222 on the International Financial Center (IFC) in Vietnam (specifically in Ho Chi Minh City and Da Nang City) (Resolution 222). However, when compared to international best practices, the Resolution reveals several weaknesses that may deter international investors.

Based on a comparative analysis, here are the main drawbacks:

  • Isolation from Vietnam domestic markets – Perhaps the most important benefits of investing in an IFC in Vietnam is the opportunity to access Vietnam domestic capital and financial market. Unfortunately, Resolution 222 does not clearly contemplate how an IFC member can invest or interact with Vietnam domestic capital and financial market. Without a better access to Vietnamese domestic markets, investors from regional financial centers may have less incentives to move to the IFC in Vietnam.

  • Unstable and unpredictable legal framework: Resolution 222 took effect from 1 September 2025. After five years, the legal framework contemplated by Resolution 222 will be reviewed by the National Assembly and may be replaced by a Law on International Financial Center. Existing projects can continue to operate under “existing” legal frameworks at such time. Given the amount of implementing legislation and the infrastructure required, it may take one to two years for the IFC to be up and running. Accordingly, investors may only have around three to four years to actually run theirs businesses before a potential new law will be issued. During the operation of the IFC, a regulation can be issued to limit the rights of IFC members to ensure “national interests” and “prevent threats against national security”. This provision is very broad and vague and could allow IFC regulators to change their regulations at any time.

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.

Private Corporate Bonds: Ambiguity concerning the permissible use of bond proceeds

Decree 153/2020 (as amended), which governs private corporate bond offerings, creates ambiguity concerning the permissible use of bond proceeds, especially when parent companies aim to finance their subsidiaries.

Decree 153/2020 stipulates that bond proceeds can be used for implementing investment programmes and projects, restructuring debts of the issuing enterprise itself, or for other purposes sanctioned by specialised laws. The ambiguity stems specifically from how the qualifier “of the issuing enterprise itself” applies to these permissible uses. This leads to two primary interpretations:

Key Changes to the Investment Law 2020

The recently enacted law amending the Investment Law 2020 (Amendment Law 2025), effective 1 July 2025, introduces the following key changes:

1.           Major Decentralization of Approval Authority

1.1.       Under the Amendment Law 2025, the Provincial People's Committees, rather than the Prime Minister under the previous law, have the authority to grant investment policy approval for the following projects:

Law on Management of State Capital 2025 – A Change in Direction

A pdf version of this post can be downloaded here.

In June 2025, the National Assembly passed a new Law on Management of State Capital (Law on State Capital 2025) replacing the same law issued in 2014 and amended in 2018 (Law on State Capital 2014). The Law on State Capital 2025 have given the individuals managing State-owned (or controlled) enterprises (i.e., the Members’ Council or the Chairman) substantial flexibility to run their businesses. In this post, we discussed some key changes introduced by the Law on State Capital 2025. A comparison between the Law on State Capital 2025 and Law on State Capital 2014 by Deep Research of Gemini 2.5 Pro can be found here.

Clearer scope of application

Law on State Capital 2025 clearly provides that enterprises which more than 50% charter capital or voting shares of which is held by the State are also subject to this law. This point is not clear under the Law on State Capital 2014.

Definition of State Capital

Under Law on State Capital 2025, State capital in a State-owned enterprise only includes the contributed capital portion held by the State out of the total owner's equity of the enterprise. In addition, the Law on State Capital 2025 defines State capital by reference to the holding percentage of the State. This new approach is a significant change from the Law on State Capital 2014 because:

  • The Law on State Capital 2025 excludes other funding sources such as the state budget, public assets, and development investment funds from the definition of "State capital" within an enterprise. Instead, the Law on State Capital 2025 classifies these as sources of capital and assets to be used for investing state capital in enterprises; and

  • in many scenarios, the holding percentage is more important than the absolute amount

A Question of Due Process: The Untimely Publication of Vietnam's New Laws Introduction

The 9th working session of the National Assembly of Vietnam, which lasted 35 days and ends on 27 June 2025, is probably the most productive working session of the National Assembly for several decades. In this one working session, the National Assembly has passed a number of laws equal to all laws passed by the National Assembly in 17 previous working sessions.  

Immediately after the conclusion of the National Assembly’s working sessions in late June 2025, newspapers and social media in Vietnam were flooded with information about these new laws and regulations. Information about these new laws was important since many of those laws would take effect on 1 July 2025 – only one week after the National Assembly concluded its working session.

As part of our marketing efforts, we also set out to review those laws and resolutions for our legal updates. However, when we first started, our lawyers struggled to locate the final text of many of these laws. For us, a “final text” of a law would be a scanned PDF of these laws bearing the seal of the National Assembly and signatures of the Chairman of the National Assembly or an official publication on official websites such as the Official Gazette or the National Database of Legal Documents.

Legal Challenges Arising from Vietnam's Administrative Reorganization

Introduction

From 1 July 2025, Vietnam’s local Government system formally operates according to a new “two-tier” system in 34 provinces as opposed to the old “three-tier” system in 63 provinces. In the new system, there are only two levels of local Government including provinces (tỉnh) and wards (xã, phường). Government agencies at district level no longer exist. Vietnam also combines several existing wards to form a larger ward. As a result, we estimate that Vietnam now has about 3,300 local people’s committees down from 10,000 local people’s committees.    

To achieve this, by 1 July 2025, the National Assembly and the Government have, among other things, amended the Constitution, amended the Law on Organisation of Local Government, issued 34 resolutions and 28 Decrees to restructure the local government system. Unfortunately, despite such herculean efforts, it appears that the new regulations have not addressed adequately various legal issues arising from the restructuring. In this post we will discuss some of these issues. More information can be found from the attached research generated by the latest AI LLM from Google (Gemini Pro 2.5).

No clear geographical boundaries between various local authorities at wards levels.  

It appears that on 1 July 2025, the Government did not establish clear geographical boundaries between the newly established wards. This is because the Standing Committee of the National Assembly sets a deadline of 30 September 2025 for the Government to do so for each province. Until a source of truth of the geographical boundaries at wards level is set up, many companies and individuals may not know for sure the correct addresses that they may use in their operations including application submitted to the authorities, invoices issued to clients, or contracts.

Overhaul To Vietnam Court System From 1 July 2025

In 2024, the National Assembly of Vietnam enacted the new Law on Organization of the People’s Court (Law on Courts), which implemented significant reforms to the structure of the People’s Court system in comparison to the 2014 Law on Courts. Shortly after the promulgation of the 2024 Law on Courts, Vietnam initiated a substantial reorganisation of its administrative divisions, transitioning from a three-tier (province, district, commune) model to a two-tier (province, commune) model. Consequently, in 2025, the National Assembly approved an amendment to the 2024 Law on Courts to align the court system with the updated two-tier administrative division model (2024-2025 Law on Courts). Below are our discussions on the key changes under the 2024-2025 Law on Courts when compared to the 2014 Law on Courts.

1)           Complete Restructuring of the Court Hierarchy

The court system is majorly reformed with the removal of the High People's Courts (Tòa án nhân dân cấp cao) and replacement of District Courts with Regional Court (Tòa án nhân dân khu vực).

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Role of legal representatives in companies in Vietnam

Legal representatives (đại diện theo pháp luật) play an important role in the operation of a company in Vietnam. This is because,

  • under the Civil Code only the legal representative of a company or a person authorised by the legal representative can act on behalf and bind such company;​
  • details of the legal representative of a company are recorded in the business registration certificate (BRC) of such company. Government authorities tend only to recognise and deal with the individual whose details recorded in the BRC of a company; and
  • there is no apparent authority doctrine under Vietnamese law. Therefore, the courts usually hold a contract signed by a person who is not properly authorised by the legal representative of a company enforceable against such company.

However, there are a few things that need to consider about the position of the legal representative:

  • there is only one legal representative for a company. Therefore, it is important for a controlling member of a company to control the position of the legal representative;
  • the legal representative is required to reside in Vietnam. A foreign investor who wishes to appoint a foreigner to run its subsidiary in Vietnam must send its employees in Vietnam. This may not be a problem when the subsidiary is already up and running. However, at the licensing stage when the investor applies to set up its subsidiary, the investor may need to send its manager to Vietnam and provide evidence of residence to the licensing authority;
  • the legal representative of a company should be either the Chairman (of the Board of Management or the Members’ Council) or the General Director of the company; and
  • during the course of implementation of a contract with a company in Vietnam, inevitably, there will be dealings with persons who are not the legal representative of such company. To establish the authority of such person, a contract signed with a company in Vietnam should probably have a clause under which the legal representative of such company expressly authorises other persons of such company to act on behalf of such company in the implementation of such contract.
Vietnam Business Law Blog
Vietnam's Employment Law 2025: What Employers and Employees Need to Know

On 16 June 2025, the National Assembly of Vietnam officially passed the Employment Law 2025, replacing the Employment Law 2013. The new law will take effect on 1 January 2026. Among its most significant revisions are changes to unemployment insurance (UI) regulations, aimed at expanding coverage, increasing benefits, and clarifying the responsibilities of both employers and employees. This article summarizes the most notable updates to Vietnam’s unemployment insurance system and other key changes under the new Employment Law 2025.

1. Major Changes to the Unemployment Insurance System

·       Broader Scope of Participants: The Employment Law 2025 broadens the scope of mandatory UI participation to include (1) employees with labor contracts of at least one month and (2) part-time employees under similar contracts whose monthly salary exceeds the minimum wage.

·       Additional Exclusions: The Employment Law 2025 now excludes the following groups from UI participation: (1) employees who meet the conditions for receiving retirement pensions (not just those already receiving them, as under the 2013 Law), (2) employees receiving other social insurance benefits or monthly government allowances, and (3) employees on probationary contracts. The new law also broadens the situations where UI contributions are not required. Now, employees who do not receive a salary for 14 working days or more in a month will not be subject to UI contributions. (Previously, under Decree 28/2015, this only applied to those on maternity or sick leave for that duration).

·       Contribution Rates and Salary Basis: The UI contribution rate is set at a maximum of 1% of the employee’s monthly salary, giving the government flexibility to adjust the rate below this ceiling if needed. The salary basis for UI contributions now includes the monthly salary plus any allowances or other regular additional payments. This is a change from the Employment Law 2013, which based UI contributions only on the salary used for social insurance.

Vietnam’s New Capital Gains Tax Rules For Foreign Enterprises

On 14 June 2025, the National Assembly passed the amended Corporate Income Tax Law 2025 (CIT Law 2025). Among other things, this legislation is expected to bring significant changes in determining the method of calculating tax for capital transfer and securities transfer transactions (Capital Gains Tax) undertaken by foreign companies. This post aims to provide a comprehensive and clear overview by analyzing and comparing these new regulations with those stipulated in the Corporate Income Tax Law 2008 (CIT Law 2008).

1)         Definition of Taxable Income Arising in Vietnam for Foreign Companies

A key area of adjustment in the CIT Law 2025 relates to the definition of taxable income arising in Vietnam for foreign companies, making it more transparent.

Under the CIT Law 2008, the specific definition of such income was not explicitly clarified within the law itself; rather, it was detailed in Decree 218/2013 guiding the CIT Law 2008. In contrast, the CIT Law 2025 has directly incorporated this definition, clearly stating that taxable income arising in Vietnam for foreign companies is income originating from Vietnam, irrespective of the location where business activities are conducted.

Some Drawbacks of Resolution 222 on Vietnam’s International Financial Center

On 27 June 2025, as a foundational step for establishing an international financial hub in Vietnam, the National Assembly of Vietnam adopts the Resolution 222 on the International Financial Center (IFC) in Vietnam (specifically in Ho Chi Minh City and Da Nang City) (Resolution 222). However, when compared to international best practices, the Resolution reveals several weaknesses that may deter international investors.

Based on a comparative analysis, here are the main drawbacks:

  • Isolation from Vietnam domestic markets – Perhaps the most important benefits of investing in an IFC in Vietnam is the opportunity to access Vietnam domestic capital and financial market. Unfortunately, Resolution 222 does not clearly contemplate how an IFC member can invest or interact with Vietnam domestic capital and financial market. Without a better access to Vietnamese domestic markets, investors from regional financial centers may have less incentives to move to the IFC in Vietnam.

  • Unstable and unpredictable legal framework: Resolution 222 took effect from 1 September 2025. After five years, the legal framework contemplated by Resolution 222 will be reviewed by the National Assembly and may be replaced by a Law on International Financial Center. Existing projects can continue to operate under “existing” legal frameworks at such time. Given the amount of implementing legislation and the infrastructure required, it may take one to two years for the IFC to be up and running. Accordingly, investors may only have around three to four years to actually run theirs businesses before a potential new law will be issued. During the operation of the IFC, a regulation can be issued to limit the rights of IFC members to ensure “national interests” and “prevent threats against national security”. This provision is very broad and vague and could allow IFC regulators to change their regulations at any time.

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.

Private Corporate Bonds: Ambiguity concerning the permissible use of bond proceeds

Decree 153/2020 (as amended), which governs private corporate bond offerings, creates ambiguity concerning the permissible use of bond proceeds, especially when parent companies aim to finance their subsidiaries.

Decree 153/2020 stipulates that bond proceeds can be used for implementing investment programmes and projects, restructuring debts of the issuing enterprise itself, or for other purposes sanctioned by specialised laws. The ambiguity stems specifically from how the qualifier “of the issuing enterprise itself” applies to these permissible uses. This leads to two primary interpretations:

Key Changes to the Investment Law 2020

The recently enacted law amending the Investment Law 2020 (Amendment Law 2025), effective 1 July 2025, introduces the following key changes:

1.           Major Decentralization of Approval Authority

1.1.       Under the Amendment Law 2025, the Provincial People's Committees, rather than the Prime Minister under the previous law, have the authority to grant investment policy approval for the following projects:

Law on Management of State Capital 2025 – A Change in Direction

A pdf version of this post can be downloaded here.

In June 2025, the National Assembly passed a new Law on Management of State Capital (Law on State Capital 2025) replacing the same law issued in 2014 and amended in 2018 (Law on State Capital 2014). The Law on State Capital 2025 have given the individuals managing State-owned (or controlled) enterprises (i.e., the Members’ Council or the Chairman) substantial flexibility to run their businesses. In this post, we discussed some key changes introduced by the Law on State Capital 2025. A comparison between the Law on State Capital 2025 and Law on State Capital 2014 by Deep Research of Gemini 2.5 Pro can be found here.

Clearer scope of application

Law on State Capital 2025 clearly provides that enterprises which more than 50% charter capital or voting shares of which is held by the State are also subject to this law. This point is not clear under the Law on State Capital 2014.

Definition of State Capital

Under Law on State Capital 2025, State capital in a State-owned enterprise only includes the contributed capital portion held by the State out of the total owner's equity of the enterprise. In addition, the Law on State Capital 2025 defines State capital by reference to the holding percentage of the State. This new approach is a significant change from the Law on State Capital 2014 because:

  • The Law on State Capital 2025 excludes other funding sources such as the state budget, public assets, and development investment funds from the definition of "State capital" within an enterprise. Instead, the Law on State Capital 2025 classifies these as sources of capital and assets to be used for investing state capital in enterprises; and

  • in many scenarios, the holding percentage is more important than the absolute amount

A Question of Due Process: The Untimely Publication of Vietnam's New Laws Introduction

The 9th working session of the National Assembly of Vietnam, which lasted 35 days and ends on 27 June 2025, is probably the most productive working session of the National Assembly for several decades. In this one working session, the National Assembly has passed a number of laws equal to all laws passed by the National Assembly in 17 previous working sessions.  

Immediately after the conclusion of the National Assembly’s working sessions in late June 2025, newspapers and social media in Vietnam were flooded with information about these new laws and regulations. Information about these new laws was important since many of those laws would take effect on 1 July 2025 – only one week after the National Assembly concluded its working session.

As part of our marketing efforts, we also set out to review those laws and resolutions for our legal updates. However, when we first started, our lawyers struggled to locate the final text of many of these laws. For us, a “final text” of a law would be a scanned PDF of these laws bearing the seal of the National Assembly and signatures of the Chairman of the National Assembly or an official publication on official websites such as the Official Gazette or the National Database of Legal Documents.

Legal Challenges Arising from Vietnam's Administrative Reorganization

Introduction

From 1 July 2025, Vietnam’s local Government system formally operates according to a new “two-tier” system in 34 provinces as opposed to the old “three-tier” system in 63 provinces. In the new system, there are only two levels of local Government including provinces (tỉnh) and wards (xã, phường). Government agencies at district level no longer exist. Vietnam also combines several existing wards to form a larger ward. As a result, we estimate that Vietnam now has about 3,300 local people’s committees down from 10,000 local people’s committees.    

To achieve this, by 1 July 2025, the National Assembly and the Government have, among other things, amended the Constitution, amended the Law on Organisation of Local Government, issued 34 resolutions and 28 Decrees to restructure the local government system. Unfortunately, despite such herculean efforts, it appears that the new regulations have not addressed adequately various legal issues arising from the restructuring. In this post we will discuss some of these issues. More information can be found from the attached research generated by the latest AI LLM from Google (Gemini Pro 2.5).

No clear geographical boundaries between various local authorities at wards levels.  

It appears that on 1 July 2025, the Government did not establish clear geographical boundaries between the newly established wards. This is because the Standing Committee of the National Assembly sets a deadline of 30 September 2025 for the Government to do so for each province. Until a source of truth of the geographical boundaries at wards level is set up, many companies and individuals may not know for sure the correct addresses that they may use in their operations including application submitted to the authorities, invoices issued to clients, or contracts.

Overhaul To Vietnam Court System From 1 July 2025

In 2024, the National Assembly of Vietnam enacted the new Law on Organization of the People’s Court (Law on Courts), which implemented significant reforms to the structure of the People’s Court system in comparison to the 2014 Law on Courts. Shortly after the promulgation of the 2024 Law on Courts, Vietnam initiated a substantial reorganisation of its administrative divisions, transitioning from a three-tier (province, district, commune) model to a two-tier (province, commune) model. Consequently, in 2025, the National Assembly approved an amendment to the 2024 Law on Courts to align the court system with the updated two-tier administrative division model (2024-2025 Law on Courts). Below are our discussions on the key changes under the 2024-2025 Law on Courts when compared to the 2014 Law on Courts.

1)           Complete Restructuring of the Court Hierarchy

The court system is majorly reformed with the removal of the High People's Courts (Tòa án nhân dân cấp cao) and replacement of District Courts with Regional Court (Tòa án nhân dân khu vực).


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Written by Nguyen Quang Vu On In