Pursuant to the Constitution of the Socialist Republic of Vietnam, which has been amended and supplemented a number of articles according to Resolution No. 203/2025/QH15;

The National Assembly promulgates the Law amending and supplementing a number of articles of the Law on Enterprises No. 59/2020/QH14, which has been amended and supplemented a number of articles under Law No. 03/2022/QH15.

Article 1. Amending and supplementing the Law on Enterprises

1. To amend and supplement a number of clauses of Article 4 as follows:

a) Clause 5 is amended as follows:

"5. Dividend means the after-tax profit paid for each share in cash or other assets.";

b) Clause 14 is amended as follows:

"14. The market price of the contributed capital or shares is:

a) The average transaction price within 30 days preceding the date of price determination or the price agreed upon between the seller and the buyer or the price determined by a price appraisal organization for stocks listed or registered for trading on the securities trading system;

b) The market transaction price at the preceding time or the price agreed upon between the seller and the buyer or the price determined by a price appraisal organization for the contributed capital or shares other than Point a of this Clause.";

c) Clause 16 is amended as follows:

"16. Legal papers of individuals are one of the following papers: identity cards, citizen identity cards, passports, and other lawful personal identification papers.";

d) Clause 35 is added after Clause 34 as follows:

"35. The beneficial owner of an enterprise with legal person status (hereinafter referred to as the beneficial owner of the enterprise) is an individual who has the actual ownership of the charter capital or has the right to control the enterprise, except for the case where the representative of the direct owner at the enterprise in which the State holds 100% of the charter capital and the representative of the enterprise the state capital portion in a joint-stock company or limited liability company with two or more members in accordance with the law on management and investment of state capital in enterprises.".

2. Clause 5a is added after Clause 5, Article 8 as follows:

"5a. Collecting, updating and storing information about beneficial owners of enterprises; provide information to competent state agencies to identify beneficial owners of enterprises when requested.".

3. Point h is added after Point g, Clause 1, Article 11 as follows:

"h) List of beneficial owners of the enterprise (if any).".

4. Clause 2 of Article 13 is amended as follows:

"2. The legal representative of the enterprise shall be personally responsible in accordance with law for damage to the enterprise due to the violation of liability specified in Clause 1 of this Article.".

5. Clauses 4 and 5 of Article 16 are amended as follows:

"4. Making false declarations, untruthful declarations, inaccurate declarations of contents of enterprise registration dossiers and contents of dossiers of registration of changes in enterprise registration contents.

5. Falsely declaring charter capital through failing to contribute sufficient charter capital as registered without registering for adjustment of charter capital as prescribed by law; deliberately valuing assets contributed to capital at the wrong value.".

6. To amend and supplement a number of points and clauses of Article 17 as follows:

a) Point b Clause 2 is amended as follows:

"b) Cadres, civil servants and public employees in accordance with the Law on Cadres and Civil Servants and the Law on Public Employees, except for cases in accordance with the provisions of the law on science, technology, innovation and national digital transformation;";

b) Point e, Clause 2 is amended as follows:

"e) Persons who are being examined for penal liability, temporarily detained, serving imprisonment penalties, serving administrative-handling measures at compulsory detoxification establishments, compulsory education establishments, or are banned by courts from holding certain posts, practicing certain professions or doing certain jobs; other cases as prescribed by the Bankruptcy Law and the Law on Corruption Prevention and Control;";

c) Point b, Clause 3 is amended as follows:

"b) Subjects are not allowed to contribute capital to enterprises in accordance with the provisions of the Law on Cadres and Civil Servants, the Law on Public Employees and the Law on Corruption Prevention and Control, unless they comply with the provisions of the law on science, technology, innovation and national digital transformation.".

7. Clause 3 of Article 20 is amended as follows:

"3. List of members; list of beneficial owners of the enterprise (if any).".

8. Clause 3 of Article 21 is amended as follows:

"3. List of members; list of beneficial owners of the enterprise (if any).".

9. Clause 3 of Article 22 is amended as follows:

"3. List of founding shareholders; the list of shareholders being foreign investors; list of beneficial owners of the enterprise (if any).".

10. Clause 10 is added after Clause 9 of Article 23 as follows:

"10. Information about the beneficial owner of the enterprise (if any).".

11. To amend and supplement the name of Article and the preamble paragraph of Article 25 and to add Clause 5 after Clause 4 of Article 25 as follows:

a) To amend and supplement the title of Article as follows:

"Article 25. List of members of limited liability companies, partnerships, list of founding shareholders and shareholders who are foreign investors for joint-stock companies, list of beneficial owners of enterprises";

b) To amend and supplement the opening paragraph as follows:

"The list of members of a limited liability company, partnership, list of founding shareholders and shareholders being foreign investors, for joint-stock companies, the list of beneficial owners of the enterprise must include the following principal contents:";

c) Clause 5 is added after Clause 4 as follows:

"5. The list of beneficial owners of an enterprise includes the following principal contents: full name; date of birth; nationality; people; gender; contact address; ownership ratio or dominant rights; information on legal documents of individual owners benefiting from the enterprise.".

12. To amend, supplement and annul a number of clauses of Article 26 as follows:

a) Clauses 3 and 4 are annulled;

b) Clause 6 is amended as follows:

"6. The Government shall provide for dossiers, order, procedures and interconnection in enterprise registration and enterprise registration via the electronic information network.".

13. Clause 1 of Article 31 is amended as follows:

"1. An enterprise must notify the business registration authority when there is a change in one of the following contents:

a) Business lines;

b) Founding shareholders and shareholders being foreign investors for joint-stock companies, except for listed companies and companies registered for securities trading;

c) Information on beneficial owners of the enterprise, except for listed companies and companies registered for securities trading;

d) Other contents in the enterprise registration dossier.".

14. Clause 1a is added after Clause 1 of Article 33 as follows:

"1a. Competent state agencies shall, according to the provisions of law, request the state management agencies in charge of business registration to provide information on beneficial owners of enterprises stored on the National Enterprise Registration Information System to serve the work of prevention and anti-money laundering and no fees.".

15. To amend and supplement Point a, Clause 1, Article 52 as follows:

"a) Offering such contributed capital to the remaining member in proportion to the contributed capital of the remaining member in the company with the same conditions for offering;".

16. Clause 9 is added after Clause 8 of Article 57 as follows:

"9. Contents related to the order and procedures for inviting and convening meetings of the Board of members in the case specified in Clause 4, Article 56 shall comply with the provisions of Clauses 2, 3, 4, 5 and 6 of this Article. Reasonable expenses for convening and conducting meetings of the Board of Members will be refunded by the company.".

17. To amend and supplement a number of points of Clause 5, Article 112 as follows:

a) Point a is amended as follows:

"a) According to the decision of the General Meeting of Shareholders, the company shall refund part of the contributed capital to shareholders according to the proportion of their share ownership in the company if the company has been in business for 02 years or more from the date of registration of the establishment of the enterprise, excluding the period of registration of business suspension and ensure full payment of debts, and other property obligations after being reimbursed to shareholders;";

b) Point d is added after Point c as follows:

"d) The company shall refund the contributed capital according to the requirements and conditions stated in the shares to the shareholder-owning shareholders who have the preferential right to refund in accordance with the provisions of this Law and the company's charter.".

18. Clause 4 of Article 115 is amended as follows:

"4. The request for convening a meeting of the General Meeting of Shareholders specified in Clause 3 of this Article must be in writing and must include the following contents: full name, contact address, nationality, number of legal papers of the individual if the shareholder is an individual; name, enterprise identification number or number of legal papers of the organization, address of the head office for shareholders being organizations; the number of shares and the time of share registration of each shareholder, the total number of shares of the whole group of shareholders and the percentage of ownership in the total number of shares of the company, the grounds and reasons for requesting the convening of the General Meeting of Shareholders. Enclosed with the request to convene a meeting, there must be documents and evidences on the violations of the Board of Directors, the severity of the violation or the decision beyond its competence. Shareholders or groups of shareholders shall take full responsibility before law for the accuracy and truthfulness of documents and evidences provided to competent agencies when requesting the convening of the General Meeting of Shareholders.".

19. To amend and supplement a number of points and clauses of Article 128 as follows:

a) Point b Clause 2 is amended as follows:

"b) Professional securities investors participating in the purchase, trading and transfer of individual bonds shall comply with the law on securities.";

b) Point c1 is added after Point c, Clause 3 as follows:

"c1) Having liabilities (including the value of bonds expected to be issued) not exceeding 05 times the equity of the issuer according to the financial statements of the year immediately preceding the audited year of issuance; except for issuers being state-owned enterprises, bond issuers for the implementation of real estate projects, credit institutions, insurance enterprises, reinsurance enterprises, insurance brokerage enterprises, securities companies, securities investment fund management companies shall comply with relevant provisions of law;".

20. Clause 4a is added after Clause 4 of Article 140 as follows:

"4a. For a company with an organizational and management structure as prescribed at Point b, Clause 1, Article 137, in case the Board of Directors fails to convene a meeting of the General Meeting of Shareholders as prescribed in Clause 2 of this Article, within the next 30 days, the shareholder or group of shareholders specified in Clause 2, Article 115 of this Law shall have the right to make a public representative convene a meeting of the General Meeting of Shareholders in accordance with the provisions of this Law. Reasonable expenses for convening and conducting the General Meeting of Shareholders will be refunded by the company.".

21. Clause 1 of Article 141 is amended as follows:

"1. The list of shareholders entitled to attend the General Meeting of Shareholders shall be made based on the register of shareholders and the register of securities holders of the company. The list of shareholders entitled to attend the General Meeting of Shareholders shall be made no later than 10 days before the date of sending the invitation to the General Meeting of Shareholders if the company's charter does not stipulate a shorter time limit.".

22. Clause 3 of Article 176 is amended as follows:

"3. A joint-stock company, except for listed companies and companies registered for securities trading, must notify the business registration authority within 03 working days after having information or changing information about their full name, nationality, passport number, contact address, number of shares and type of shares of shareholders who are foreign individuals; name, enterprise identification number, address of head office, number of shares and type of shares of shareholders being foreign organizations and full name, nationality, passport number, contact address of authorized representatives of shareholders being foreign organizations.".

23. To amend and supplement Point c, Clause 1, Article 207 as follows:

"c) The company no longer has the minimum number of members and shareholders as prescribed in this Law for a period of 06 consecutive months without carrying out procedures for converting the type of enterprise;".

24. Clause 1 of Article 213 is amended as follows:

"1. Branches, representative offices, and business locations of enterprises may terminate their operations under decisions of such enterprises or decisions on revocation of enterprise registration certificates, branches, representative offices, and business locations of competent state agencies.".

25. To amend and supplement a number of points and clauses of Article 215 as follows:

a) Clause 3 is amended as follows:

"3. Provincial-level People's Committees shall perform the state management of enterprises in their localities, organize business registration agencies, promulgate procedures for examining business registration contents in their localities to ensure publicity and transparency.";

b) Point c Clause 4 is amended as follows:

"c) Coordinate and share information on the operation situation of the enterprise and the legal status of the enterprise in order to improve the effectiveness of state management.";

c) Clause 4a is added after Clause 4 as follows:

"4a. In case an enterprise is established and operates under the law on management of sectors and fields, the registration-granting agency shall integrate, share and update information on enterprise registration and establishment with the National Enterprise Registration Information System.".

26. Point h is added after Point g, Clause 1, Article 216 as follows:

"h) Retain information about the beneficial owner of the enterprise for at least 05 years from the date of dissolution or bankruptcy of the enterprise in accordance with law.".

27. Clause 6 is added after Clause 5 of Article 217 as follows:

"6. The Government shall detail the criteria for identification, subjects of declaration and the declaration of information about beneficial owners of enterprises, information to identify beneficial owners of enterprises, provision, retention and sharing of information about beneficial owners of enterprises.".

28. To replace the word "harassment" with the word "harassment" in Clause 1, Article 16.

Article 2. Enforcement effect

This Law takes effect from July 1, 2025.

Article 3. Transitional Clauses

1. For enterprises registered for establishment before the effective date of this Law, the addition of information about the beneficial owner of the enterprise (if any) and information to identify the beneficial owner of the enterprise (if any) shall be carried out simultaneously at the time the enterprise carries out the procedures for registration of changes in business registration contents enterprise, notify the latest change in enterprise registration contents, unless the enterprise requests to supplement information earlier.

2. For individual corporate bond offerings that have sent pre-IPO information disclosure contents to the Stock Exchange before the effective date of this Law, they shall continue to comply with the provisions of the amended Law on Enterprises No. 59/2020/QH14. supplementing a number of articles according to Law No. 03/2022/QH15.

This Law was approved by the National Assembly of the Socialist Republic of Vietnam in its 15th session, 9th session on June 17, 2025.

CHAIRMAN OF THE NATIONAL ASSEMBLY

Tran Thanh Man