On the morning of June 17, at the 9th Session, the National Assembly passed the Law amending and supplementing a number of articles of the Enterprise Law, with 455/457 National Assembly deputies participating in the vote in favor (equal to 95.19% of the total number of National Assembly deputies).
Reporting on the explanation, acceptance and revision of the draft Law before the National Assembly voted, Minister of Finance Nguyen Van Thang said that the draft adds provisions on the concept of "beneficial owner of an enterprise" in a general direction, stipulating general principles to be similar to the Law on Anti-Money Laundering.
Accordingly, the beneficial owner of a legal entity enterprise is an individual who has actual ownership of the charter capital or has the right to control that enterprise, except for the case of the direct owner representative at an enterprise in which the State holds 100% of the charter capital and the representative of the State capital invested in a joint stock company or a limited liability company with two or more members according to the provisions of law on management and investment of State capital in enterprises.
The Government also accepted the opinions of National Assembly deputies on technical comments on the responsibility for collecting, storing, and providing information on beneficial owners of enterprises and the content of the regulations assigning the Government to provide specific guidance on criteria for determining beneficial owners, sanctions for violations when failing to provide information as prescribed, etc.
Regarding some opinions proposing to add a transitional provision stipulating a specific time limit for enterprises established before the effective date of this Law to supplement information on beneficial owners of the enterprise, the Government accepted and amended in the direction that supplementing information on beneficial owners of the enterprise is carried out simultaneously at the time the enterprise carries out procedures to register changes to the enterprise registration content.
The Minister of Finance stated a number of reasons why the draft Law does not specify a specific deadline for enterprises established before the effective date of this Law to provide information about beneficial owners to the business registration authority.
Firstly, requiring enterprises to carry out a separate administrative procedure just to declare additional information about beneficial owners will increase the number of administrative procedures, creating compliance costs for enterprises.
This is not appropriate in the context of the Party and State implementing many drastic policies and strategies to simplify and reduce the time and costs of administrative procedures for businesses. At the same time, this requirement is also not consistent with the principle of non-retroactivity in the application of law as stipulated in the Law on Promulgation of Legal Documents.
Second, comparing the benefits and costs, the specific time regulation that all enterprises established before the effective date of this Law must provide information on beneficial owners to the business registration agency for storage and sharing of information when necessary is not an optimal solution in the context that information collection and provision can be done when requested by competent state agencies.
In addition, the number of enterprises providing additional information about beneficial owners to the business registration authority is increasingly complete over time (on average, about 35% of enterprises register changes to business registration contents every year).
Regarding the addition of civil servants who are allowed to participate in the establishment and management of enterprises, accepting the opinions of some National Assembly deputies who proposed a review to ensure that the regulations on subjects of establishment, capital contribution and enterprise management in the Enterprise Law are consistent with the Law on Science , Technology and Innovation and Resolution No. 193/2025/QH15, the draft Law has amended Point b, Clause 2 and Point b, Clause 3, Article 17 of the Enterprise Law in the direction of stipulating that subjects who are not allowed to establish, contribute capital and manage enterprises include civil servants and public employees according to the provisions of the Law on Cadres, Civil Servants and the Law on Public Employees, except in cases where it is implemented in accordance with the provisions of the law on science, technology, innovation and national digital transformation.
The Law amending and supplementing a number of articles of the Law on Enterprises takes effect from July 1, 2025.
Source: https://baosonla.vn/kinh-te/cong-chuc-vien-chuc-khong-duoc-thanh-lap-gop-von-va-quan-ly-doanh-nghiep-xtzwlgENg.html
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