Insights From Case Law 78/2025/AL - Distinguishing Contributions For Charter Capital From Business Cooperation

For investors in Vietnam, "contributing capital" to a company can mean two very different things: becoming a legal owner (member/shareholder of a company) or simply being a business partner. A recent case law no. 78/2025/AL clarifies this distinction and indicates that several pieces of evidence may be considered to prove company member/shareholder status.

Case Summary

In this dispute, Mr. H, the plaintiff, provided significant funds to D Limited Liability Company, which was managed by his relatives. Although Mr. H received the profit distribution for over a decade and signed minutes acknowledging his contribution, Mr. H was never officially recorded as a member of the company in the enterprise registration certificates (ERC) or the company’s charter.

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Written by Lawyers VNLaw On In ,

Key Changes In New Investment Law 2025

On 11 December 2025, the National Assembly adopted new investment law (Investment Law 2025). On this blog, we discuss some key changes in the new Investment Law 2025.

Clarification of business investment conditions

The Investment Law 2025 refines the definition of business investment conditions (Điều kiện đầu tư kinh doanh) by introducing an explicit exclusion: these conditions no longer encompass technical standards and regulations issued by competent authorities concerning product or service quality. This addition narrows the scope of what constitutes a "conditional business line", distinguishing administrative market-entry conditions from mere technical product standards.

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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.

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Written by Nguyen Quang Vu On In

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.

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Written by Nguyen Quang Vu On In ,