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.

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Written by Nguyen Quang Vu On In

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:

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Written by Lawyers VNLaw On In

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:

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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

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Written by Nguyen Quang Vu On In