Update: 25.09.2025
Dear Valued Clients and Partners,
ADK Vietnam Lawyers would like to introduce to you the Legal Updates vol 63 of September 2025 with the following main contents:
1. Key Updates of the 2025 Amended Enterprises Law
On 17 June 2025, the National Assembly passed Law No. 76/2025/QH15, amending and supplementing certain provisions of the Enterprises Law (hereinafter referred to as “Law No. 76/2025/QH15”), aiming to create a transparent business environment and align with international standards in Vietnam. The key amendments are summarized below.
1.1. Concept of Beneficial Owner
For the first time, Vietnam has officially recognized the concept of “beneficial owner” in legislation, with the purpose of enhancing transparency in business activities. Under Clause 1, Article 1 of Law No. 76/2025/QH15, a beneficial owner of an enterprise is defined as an individual who holds actual ownership of the charter capital or has the power to control the enterprise’s operations.
At the same time, Law No. 76/2025/QH15 imposes obligations on enterprises to collect, update, and maintain information on beneficial owners; provide such information to competent state authorities upon request; and ensure the declaration and submission of beneficial owner information when filing with the National Business Registration Portal.
1.2. Adjustment of the Definitions of Dividend and Market Price
Law No. 76/2025/QH15 has amended and supplemented certain key definitions to ensure greater clarity and accuracy in enterprise operations.
Firstly, the definition of “dividend” has been clarified. A dividend is now defined as the post-tax profit distributed per share in cash or in other assets, rather than being limited to net profit as previously defined. This amendment enhances transparency in financial reporting and reduces potential disputes among shareholders.
Secondly, the definition of “market price” for capital contributions or shares has been specified in more detail. Law No. 76/2025/QH15 identifies two cases:
(i) For listed shares or shares registered for trading on the stock exchange system, the market price is determined based on the average trading price over the 30 consecutive days preceding the valuation date, or the price agreed between the seller and buyer, or the price determined by a licensed valuation organization;
(ii) For capital contributions or shares not falling under the above case, the market price is the trading price in the market at the immediately preceding time, or the price agreed between the seller and buyer, or the price determined by a licensed valuation organization.
1.3. Adjustment and Supplement of Regulations on Private Placement of Bonds
Under the new regulations, professional securities investors participating in the purchase, trading, or transfer of privately placed bonds must fully comply with the provisions of securities laws.
For joint-stock companies that are not public companies, when conducting a private placement of bonds, the law adds a binding condition that total liabilities (including the value of bonds to be issued) must not exceed five times the charter capital according to the audited financial statements of the year immediately preceding the year of issuance.
However, this condition does not apply to state-owned enterprises, enterprises issuing bonds for real estate projects, credit institutions, insurance companies, reinsurance companies, insurance brokerage companies, securities companies, and fund management companies, as these entities are already subject to stricter and specialized legal regulations.
Law No. 76/2025/QH15 takes effect from 1 July 2025.
2. Implementation of the Domestic Carbon Market
On 9 June 2025, the Government promulgated Decree No. 119/2025/ND-CP amending and supplementing a number of articles of Decree No. 06/2022/ND-CP dated 7 January 2022 of the Government on greenhouse gas emission reduction and ozone layer protection (hereinafter referred to as “Decree No. 119/2025/ND-CP”).
According to Decree No. 119/2025/ND-CP, from now until the end of 2028, Vietnam will focus on establishing a national registry system, piloting the operation of a domestic carbon exchange, and implementing mechanisms for carbon credit trading and offsetting. At the same time, activities to strengthen capacity and raise awareness about the carbon market will also be promoted.
From 2029 onwards, the State will implement a mechanism for auctioning greenhouse gas emission quotas, while finalizing the legal framework on carbon credit management and the organization and operation of the domestic carbon market, with a view to participating in the global carbon market.
Decree No. 119/2025/ND-CP takes effect from 1 August 2025.
3. New Regulations on the Implementation of the Investment Law
On 3 September 2025, the Government issued Decree No. 239/2025/ND-CP amending and supplementing Decree No. 31/2021/ND-CP dated 26 March 2021 on detailing and guiding the implementation of a number of articles of the Investment Law (hereinafter referred to as “Decree No. 239/2025/ND-CP”). Key revisions and supplements include:
3.1. Shortened Timeline for Issuance of the Investment Registration Certificate
Specifically, Point b, Clause 12, Article 1 of Decree No. 239/2025/ND-CP stipulates that the investment registration authority shall issue the Investment Registration Certificate to investors within 10 days from the date of receipt of a valid dossier if the project meets the prescribed conditions. Compared with the previous timeline of 15 days, this period has been shortened to 10 days, thereby facilitating investors in carrying out administrative procedures more efficiently.
3.2. Expansion of the List of Investment Incentive Sectors
Decree No. 239/2025/ND-CP has added several new sectors to Appendix II – the List of Investment Incentive Sectors. Specifically, it amends and supplements Item 3, Section A.III of Appendix II as follows:
– Investment in the development of water plants, power plants, water supply and drainage systems; roads and bridges;
– Investment in the development, operation, and management of railway infrastructure works, railway transport business, railway industry, and railway human resource training;
– Airports, seaports, inland waterway ports;
– Airports, terminals, and other critical infrastructure facilities as decided by the Prime Minister.
Decree No. 239/2025/ND-CP takes effect from the date of promulgation.
4. Adoption of the Personal Data Protection Law
On 26 June 2025, the National Assembly passed Law No. 91/2025/QH15 on Personal Data Protection (hereinafter referred to as the “Personal Data Protection Law”). The promulgation of this Law aims to safeguard personal data rights, prevent violations that may affect the legitimate rights and interests of individuals and organizations, and enhance the accountability of relevant agencies, organizations, and individuals..
The Personal Data Protection Law introduces several notable provisions, including:
4.1. Regulations on Big Data, AI, and Blockchain Processing
According to Clause 1, Article 30 of the Personal Data Protection Law, personal data in the context of big data, artificial intelligence, blockchain, metaverse, and cloud computing must be processed for proper purposes, limited to the necessary scope, and in a manner that ensures the legitimate rights and interests of data subjects. Enterprises are prohibited from collecting or processing personal data beyond the purposes already disclosed or agreed upon with users.
In addition, Clause 3, Article 30 requires technology systems processing personal data to integrate appropriate security measures, apply suitable authentication and identification methods, and establish access control mechanisms when processing data. Notably, Clause 4, Article 30 further mandates that enterprises processing personal data with artificial intelligence must classify data processing activities based on risk levels and adopt corresponding protective measures.
4.2. Absolute Prohibition on the Sale of Personal Data
Pursuant to Article 7 of the Personal Data Protection Law, there are seven prohibited acts related to personal data, including:
(1) Processing personal data against the Socialist Republic of Vietnam, or in a manner affecting national defense, national security, social order and safety, or the legitimate rights and interests of agencies, organizations, and individuals.
(2) Obstructing personal data protection activities.
(3) Abusing personal data protection activities to commit violations of the law.
(4) Processing personal data in contravention of the law.
(5) Using another person’s personal data, or allowing another person to use one’s own personal data, for illegal purposes.
(6) Buying and selling personal data, unless otherwise provided by law.
(7) Appropriating, deliberately disclosing, or losing personal data.
Among these, the act of buying and selling personal data is explicitly and absolutely prohibited, aiming to prevent data leakage risks while ensuring that enterprises remain accountable for personal data protection, thereby contributing to a safe and transparent business environment.
4.3. Obligation to Delete Employees’ Personal Data after Termination of Employment
Under Clause 2, Article 25 of the Personal Data Protection Law, agencies, organizations, and enterprises are responsible for protecting employees’ personal data during the course of management and use. Accordingly, after termination of the labor contract, enterprises are required to:
– Comply with this Law, labor and employment laws, data-related laws, and other relevant legal provisions;
– Retain employees’ personal data within the period stipulated by law or as agreed between the parties;
– Delete or destroy employees’ personal data upon termination of the contract, unless otherwise agreed or provided by law.
These provisions are designed to ensure employees’ privacy and safeguard their legitimate rights and interests in the course of data management, storage, and processing by enterprises.
The Personal Data Protection Law takes effect from 1 January 2026
We do hope this Legal Updates has a lot of useful information.
Best Regards,
ADK VIETNAM LAWYERS
