New points of the Law amending the Law on Enterprises effective from July 1, 2025

Supplement and amend the concept of dividends and beneficial owners of enterprises

According to the amended Enterprise Law 2025, dividends are defined more clearly than before. Specifically, dividends are the amount of after-tax profit distributed to each share, which can be in cash or other assets.

A notable new point is that the Enterprise Law 2025 has added the concept of “beneficial owner”. This is an individual who has actual ownership of the capital contribution or control rights over the enterprise, even though his/her name is not directly listed in the legal documents.

This regulation aims to increase transparency in business ownership activities, and at the same time support the verification and control of transactions with legal or financial risk factors.

The Enterprise Law 2025 also adds details on how to determine the market price of capital contributions and shares, divided into two cases:

- For listed stocks or stocks registered for trading on the securities system: Market price is determined according to one of the following bases:

+Average transaction price in the last 30 days prior to the price determination date;

+ Price agreed between seller and buyer;

+ Price determined by valuation organization.

- For unlisted shares or capital contributions: Market price can be:

+ The transaction price on the market at the most recent time;

+ Price agreed upon by both parties;

+ Price determined by valuation organization.

Clearly defining how to determine market prices helps businesses value contributed capital more transparently, especially when transferring shares or conducting internal transactions.

Remove identity card from personal legal documents

The Enterprise Law 2025 has amended and removed the ID card from the list of personal legal documents used in business-related procedures.

Accordingly, recognized personal legal documents include:

+ Citizen identification card (CCCD) with chip;

+ Old-model citizen identification card with valid term;

+ Valid passport;

+ Some other types of documents have equivalent legal value according to the provisions of law.

Supplementing the obligations of enterprises and the regime of retaining corporate documents

The amended Enterprise Law 2025 has added important provisions on enterprises' obligations and document storage regime.

- Business obligations:

+ Enterprises must collect and retain information on beneficial owners to ensure transparency in operations.

+ Upon request from a competent state agency, an enterprise must provide information about its beneficial owners.

- Document storage mode:

In addition to the documents prescribed in Article 11 of the Enterprise Law 2020, the amended Enterprise Law 2025 requires enterprises to keep a list of their beneficial owners, if any.

Cancel online business registration using business registration account

According to Clause 12, Article 1 of the 2025 amended Law on Enterprises, from July 1, 2025, enterprises are no longer allowed to register business online via business registration accounts.

Instead, businesses will have to use the VNeID electronic identification account to carry out business registration procedures through the National Business Registration Portal system.

Therefore, businesses need to prepare in advance and ensure they have a VNeID account to easily and properly register their business.

Additional cases of notification of changes in business registration contents

According to the amended Enterprise Law 2025, from July 1, 2025, enterprises are responsible for notifying the business registration authority when there is a change in the business license with the following important information:

- Business lines of the enterprise;

- Founding shareholders or shareholders who are foreign investors in joint stock companies, except for companies that have been listed or registered for trading on the stock market;

- Information on beneficial owners of the enterprise, except for listed companies or stock exchange companies;

- Other changes in the business registration dossier.

Compared to the Enterprise Law 2020, the Enterprise Law 2025 adds a provision that a company trading on the stock market does not need to notify when there is a change in shareholders.

At the same time, requiring notification of beneficial owner information helps to clarify ownership and control of the business.

Additional legal responsibilities of shareholders/shareholder groups

The amended Enterprise Law 2025 supplements the legal responsibilities of shareholders/groups of shareholders when requesting to convene a general meeting of shareholders.

Specifically, shareholders or groups of shareholders must take full responsibility before the law for the accuracy and honesty of documents and evidence provided to competent authorities.

Although this provision is similar to the Enterprise Law 2020, clarifying responsibilities will help prevent abuse of rights in enterprises.

Regulations on civil servants participating in establishing and managing enterprises

According to the amended Enterprise Law 2025, civil servants and public employees (as prescribed by the Law on Cadres, Civil Servants and Public Employees) are now entitled to establish enterprises, contribute capital or participate in enterprise management.

This applies to enterprises that serve the purpose of serving science , technology, innovation or national digital transformation, according to the law. Previously, under the Enterprise Law 2020, all civil servants and public employees were not allowed to participate in business activities, contribute capital, or manage enterprises.

Supplementing prohibited acts in the Enterprise Law 2025

The amended Enterprise Law 2025 adds prohibited acts in business operations to ensure transparency and compliance with the law. New prohibited acts include:

- Inaccurate or fake declaration:

Enterprises are not allowed to declare their business registration dossiers or registration change dossiers with false or falsified information. This may lead to serious legal consequences.

- False declaration of charter capital:

Another prohibited act is false declaration of charter capital, specifically:

- Not contributing enough registered capital, but not adjusting charter capital in accordance with the provisions of law.

- Intentionally misvaluating the value of contributed assets to increase the value of charter capital.

To Thi Hue

Source: https://sotp.langson.gov.vn/tin-tuc-su-kien/nhung-diem-moi-cua-luat-sua-doi-luat-doanh-nghiep-co-hieu-luc-tu-01-7-2025.html