The Law amending and supplementing the Law on Enterprises dated June 17, 2025, effective from July 1, 2025, has significant changes. Enterprises, investors, and individuals need to understand clearly to comply with the provisions of the law. When carrying out procedures for enterprises, enterprises need to note the following new points:

1. Regulations on beneficial owners of enterprises with legal status

This concept is completely new compared to the Enterprise Law 2020. This concept is supplemented to suit the practice of enterprises in Vietnam.

The amended Enterprise Law 2025 adds Clause 35 after Clause 34, Article 4 as follows:

The beneficial owner of an enterprise with legal status (hereinafter referred to as the beneficial owner of the enterprise) is an individual who has the right to actually own 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 portion at 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.

Accordingly, Article 17 of Decree 168/2025/ND-CP stipulates the criteria for determining beneficial owners of enterprises:

1. A beneficial owner of a legal entity (hereinafter referred to as a beneficial owner of an enterprise) is an individual who meets one of the following criteria:

a) An individual who directly or indirectly owns 25% or more of the charter capital or 25% or more of the total number of voting shares of the enterprise;

b) An individual who has the right to control the approval of at least one of the following issues: Appointment, dismissal or removal of the majority or all members of the board of directors, chairman of the board of directors, chairman of the board of members; legal representative, director or general director of the enterprise; amendment and supplementation of the charter of the enterprise; change of the company’s organizational structure; reorganization and dissolution of the company.

2. An indirect owner as prescribed in Point a, Clause 1 of this Article is an individual who owns 25% or more of the charter capital or 25% or more of the total number of voting shares of an enterprise through another organization.

The Decree also stipulates that enterprises must declare information about beneficial owners:

1. The enterprise founder or enterprise shall declare and notify the provincial business registration authority of information on the beneficial owners of the enterprise as follows:

a) Individuals who are shareholders owning 25% or more of the total number of voting shares;

b) Individuals who are members owning 25% or more of the charter capital of a partnership or a limited liability company with two or more members;

c) Individuals who are owners of a single-member limited liability company.

2. The enterprise founder or enterprise shall self-determine the beneficial owners of the enterprise as prescribed in Point b, Clause 1, Article 17 of this Decree and declare and notify the provincial business registration authority (if any).

3. The enterprise founder or enterprise shall declare and notify the provincial business registration authority of information on shareholders who are organizations owning 25% or more of the total number of voting shares. Information of organizational shareholders includes: Organization name, enterprise code/establishment decision number, date of issue, place of issue, head office address, ownership ratio of total voting shares.

2. Procedures for business registration

a. Business registration forms

Business registration forms have been amended according to Circular 68/2025/TT-BTC promulgating business and household registration forms

(Refer to the article: CIRCULAR 68/2025/TT-BTC PROMULGATING THE FORMS FOR ENTERPRISE AND HOUSEHOLD BUSINESS REGISTRATION)

b. Business registration account

Decree 168/2025/ND-CP specifically regulates the use of electronic identification accounts of organizations and individuals to register businesses via the electronic information network without any regulations on the use of digital signatures or business registration accounts.

3. About Us, Hankuk Law Firm

■ Hankuk Law Firm – Introduction

The goal of the legal services provided by HANKUK LAW FIRM is to support businesses, investors, and people. Our organization employs skilled Korean lawyers, partners, and professionals to provide legal services to businesses related to corporations and litigation.

To support the startup process, our lawyers and staff provide a wide range of services, including business law consulting, tax and immigration law consulting, real estate services, business consulting, marketing and communications, human resources, product distribution, franchise options, etc. We provide expert advice on every aspect of your business needs.

To protect the legitimate rights and interests of our clients and achieve the best results, we provide legal advice and participate in civil lawsuits related to business, labor, marriage, family, and inheritance.

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For reliable and effective legal advice, please contact HANKUK LAW FIRM now. We are committed to providing you with the best possible answers and our team of experienced lawyers has extensive knowledge in many legal fields. We are always here to provide the most competent and dedicated support, whether you are dealing with contractual issues, commercial disputes or need guidance on foreign investment. HANKUK LAW FIRM is honored to have assisted hundreds of domestic and international clients in skillfully resolving complex legal issues as their trusted legal partner. Do not let legal issues hinder your success. Let us accompany you towards legal achievement and comfort. For prompt guidance and support to ensure your rights are always maintained at the highest standards, contact HANKUK LAW FIRM now.

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