- Full title: Law on Enterprises, No. 59/2020/QH14
- Passed by: the 14th National Assembly at its 9th session, 17 June 2020
- In force from: 1 January 2021
- Structure: 10 chapters, 218 articles
- Replaces: Law on Enterprises No. 68/2014/QH13 (Clause 2, Article 217)
- Amended by: Law No. 03/2022/QH15 and Law No. 76/2025/QH15 (passed 17 June 2025, in force 1 July 2025)
- Related: Law on Investment No. 143/2025/QH15 and Decree 96/2026/ND-CP for the investment-side procedures of foreign investors
- Official Vietnamese text: Official Gazette (Law 59/2020) · National Business Registration Portal (Law 76/2025)
Note: this page is LexData’s own unofficial summary of the main rules for SMEs, foreign-invested companies and M&A. It is not the full text or a translation of the Law. It covers the Law as published in 2020 and the changes made by Law 76/2025/QH15; the amendments made by Law 03/2022/QH15 are not summarised here. Only the Vietnamese text has legal effect.
Scope and structure
The Law governs the establishment, management, reorganisation and dissolution of enterprises (limited liability companies, joint stock companies, partnerships and private enterprises) and groups of companies (Article 1). Where another law has specific rules on these matters, that law prevails (Article 3). A “foreign investor” has the meaning given in the Law on Investment (Clause 26, Article 4).
| Chapter | Subject | Articles |
|---|---|---|
| I | General provisions | 1–16 |
| II | Establishing an enterprise | 17–45 |
| III | Limited liability companies (Section 1: two or more members; Section 2: single member) | 46–87 |
| IV | State-owned enterprises | 88–110 |
| V | Joint stock companies | 111–176 |
| VI | Partnerships | 177–187 |
| VII | Private enterprises | 188–193 |
| VIII | Groups of companies | 194–197 |
| IX | Reorganisation, dissolution and bankruptcy | 198–214 |
| X | Implementation | 215–218 |
Company types
| Type | Key features | Article |
|---|---|---|
| Multi-member LLC | 2 to 50 members (organisations or individuals), liable up to the capital contributed; may not issue shares except to convert into a JSC | 46 |
| Single-member LLC | Owned by one organisation or one individual, liable up to the charter capital | 74 |
| Joint stock company (JSC) | Charter capital divided into shares; at least 3 shareholders, no maximum; may issue shares, bonds and other securities | 111 |
| Partnership | At least 2 general partners, who must be individuals with unlimited liability; may also have capital-contributing members; may not issue securities | 177 |
| Private enterprise | Owned by one individual with unlimited liability; each individual may own only one | 188 |
An LLC or JSC may have one or more legal representatives, but at least one legal representative must reside in Vietnam at all times (Clauses 2 and 3, Article 12). Foreign-owned companies need to plan for this when appointing their management.
Who may set up and invest (Article 17)
Any organisation or individual may set up and manage an enterprise, contribute capital or buy shares, except those listed in Clauses 2 and 3 of Article 17. These include state agencies using state assets for their own profit, public officials, minors, people lacking legal capacity, organisations without legal personality, people under criminal prosecution or barred by a court, and commercial legal entities banned from doing business.
Enterprise registration and changes
| Step | Deadline | Article |
|---|---|---|
| Registration office reviews the application and registers the enterprise | 3 working days from receipt | Clause 5, Art. 26 |
| Company registers a change to its enterprise registration certificate (ERC): name, code, head office, legal representative, LLC members, charter capital | Within 10 days of the change | Art. 28; Clauses 1–2, Art. 30 |
| Registration office issues the new ERC | 3 working days from receipt | Clause 3, Art. 30 |
| Company notifies other changes: business lines, founding shareholders and foreign-investor shareholders of a JSC, other registration details | Within 10 days of the change | Clauses 1–2, Art. 31 |
| JSC notifies a change of foreign-investor shareholders in its shareholder register | Within 10 days of the change | Clause 3, Art. 31 |
| Registration office processes a change notice | 3 working days | Clause 4, Art. 31 |
An ERC is issued if the business lines are not prohibited, the name complies with Articles 37, 38, 39 and 41, the application is valid and the fee is paid (Clause 1, Article 27). Applications may be filed in person, by post or online (Clause 1, Article 26).
The investment registration certificate (IRC) that most foreign-invested projects need is governed by the investment legislation, not this Law. See our services for company formation in Vietnam and amendments to the investment registration certificate.
Capital contributions
- Permitted assets: Vietnamese dong, freely convertible foreign currency, gold, land use rights, intellectual property rights, technology, technical know-how and other assets that can be valued in dong (Clause 1, Article 34). Anything other than dong, convertible currency or gold must be valued. If it is overvalued, the persons responsible must jointly make up the difference and are liable for damage caused by deliberate overvaluation (Article 36).
- Deadline: capital must be paid in full within 90 days of the ERC, not counting time spent shipping or importing contributed assets or transferring title (Clause 2, Article 47; Clause 2, Article 75; Clause 1, Article 113, where a JSC’s charter or subscription contract may set a shorter period). A contribution is complete only when legal title passes to the company (Clause 3, Article 35).
- Shortfall: the company must register a reduced charter capital within 30 days after the deadline. Anyone who has not paid in full is liable, in proportion to the amount they committed, for the company’s financial obligations that arose before that registration (Clause 4, Article 47; Clause 3, Article 75; Point d, Clause 3 and Clause 4, Article 113).
- Foreign investors: payments for buying, selling and transferring shares or capital, receiving dividends and remitting profits abroad must go through an account under the foreign exchange rules, unless payment is made in kind or by another non-cash method (Clause 5, Article 35).
Transferring LLC capital and JSC shares
Multi-member LLC
- Pre-emption rights: a member who wants to sell must first offer the stake to the other members, pro rata to their holdings and on the same terms. Only if they do not buy all of it within 30 days of the offer may it be sold to an outsider, on the same terms (Clause 1, Article 52).
- The seller keeps its rights and obligations until the buyer’s details are fully entered in the register of members (Clause 2, Article 52). If only one member remains, the company must be run as a single-member LLC and register the change within 15 days of completing the transfer (Clause 3, Article 52).
- A member who voted against a resolution on reorganisation, or on charter changes affecting members’ rights, may ask the company to buy back its stake (request within 15 days; the company buys within 15 days). If the company cannot pay, the member may sell freely to other members or to outsiders (Article 51).
Single-member LLC: the owner decides on any transfer of the charter capital (Point h, Clause 1, Article 76) and may withdraw capital only by transferring it (Clause 5, Article 77). Bringing in another investor’s capital requires conversion into a multi-member LLC (notified within 10 days) or a JSC under Article 202 (Clause 2, Article 87).
Joint stock company
- Shares are freely transferable except under Clause 3 of Article 120 and restrictions in the charter, which bind only if printed on the share certificate (Clause 1, Article 127).
- Founding shareholders: a new JSC needs at least 3 founding shareholders who together subscribe for at least 20% of the ordinary shares authorised for sale (Clauses 1 and 2, Article 120). For 3 years from the ERC, their ordinary shares may be transferred to non-founders only with the approval of the General Meeting of Shareholders, and the selling founder may not vote on it (Clause 3, Article 120). The lock-up does not apply to shares a founder acquires after incorporation or to shares already transferred to non-founders (Clause 4, Article 120).
- A buyer becomes a shareholder only once entered in the shareholder register (Clause 6, Article 127), which the company must update within 24 hours of a request (Clause 7, Article 127).
- A shareholder who voted against a reorganisation, or a change to shareholders’ rights and obligations in the charter, may require a buy-back: request within 10 days, and the company buys within 90 days (Article 132).
A foreign investor buying into a Vietnamese company may also need to register the acquisition under the investment rules. See Decree 96/2026/ND-CP and our capital contribution and share purchase service.
Division, separation, consolidation and merger (Articles 198–201)
| Form | How it works | Effect |
|---|---|---|
| Division (Art. 198) | An LLC or JSC splits its assets, rights, obligations, members or shareholders into two or more new companies | The divided company ceases to exist once the new companies are registered. The new companies are jointly liable for its debts, employment contracts and other obligations, unless creditors, customers and employees agree that one of them will perform them |
| Separation (Art. 199) | An LLC or JSC transfers part of its assets, rights, obligations, members or shareholders to one or more new LLCs or JSCs | The original company continues and registers its reduced capital and members. Both are jointly liable for its obligations unless otherwise agreed |
| Consolidation (Art. 200) | Two or more companies combine into a new company under a consolidation contract | The consolidating companies cease to exist once the new company is registered; it takes over all their rights and obligations |
| Merger (Art. 201) | One or more companies transfer all their assets, rights and obligations to an acquiring company under a merger contract | The merged company ceases to exist once the acquiring company registers the change; the acquirer takes over its rights and obligations |
The resolution or contract must be sent to creditors and notified to employees within 15 days (Point a, Clause 2, Art. 198; Point a, Clause 3, Art. 199; Point b, Clause 2, Art. 200; Point b, Clause 2, Art. 201). Consolidations and mergers must comply with the Competition Law (Clause 3, Articles 200 and 201). Conversions between company types are in Articles 202–205. See our services for mergers and consolidations, corporate restructuring (division, separation, conversion) and company dissolution.
Governance thresholds that matter in deals
- LLC members’ council: unless the charter says otherwise, a resolution at a meeting passes with 65% of the capital of members present, or 75% for selling assets worth 50% or more of total assets, amending the charter, reorganisation or dissolution (Clause 3, Article 59). Members holding 10% or more of the charter capital (or a lower charter threshold) may call a meeting, inspect the books and ask a court to annul a resolution within 90 days (Clause 2, Article 49).
- JSC General Meeting of Shareholders: decides on investments or asset sales worth 35% or more of total assets (Point d, Clause 2, Article 138). Resolutions on share classes, business lines, management structure, such investments or sales, reorganisation and dissolution need 65% of the votes of shareholders attending and voting at the meeting (Clause 1, Article 148, as amended by Clause 5, Article 7 of Law 03/2022/QH15); other resolutions need more than 50% (Clause 2). Shareholders with 5% of ordinary shares (or a lower charter threshold) have information and meeting-request rights (Clause 2, Article 115); 10% may nominate board and supervisory board candidates (Clause 5, Article 115).
- Related-party transactions: in an LLC they need members’ council approval (Article 67). In a JSC, the board approves those under 35% of total assets (or a lower threshold set by the charter); the General Meeting approves the rest, and loans or asset sales worth more than 10% of total assets with a shareholder holding 51% or more of the voting shares or its related persons (Article 167). A transaction made in breach may be declared void by a court (Clause 3, Article 67; Clause 5, Article 167). See also: related-party transactions in Vietnam.
- Parent and subsidiary: a subsidiary may not invest in its parent, and subsidiaries of the same parent may not hold cross-shareholdings (Clause 2, Article 195).
These points are routinely checked in legal due diligence before an acquisition.
What Law 76/2025 changed
Law No. 76/2025/QH15 has 3 articles and took effect on 1 July 2025 (Article 2). Article 1 amends the Law in 28 clauses. The main changes:
Beneficial ownership (the largest change)
- A beneficial owner is an individual who actually owns the charter capital of, or controls, an enterprise with legal personality. The State’s owner representatives in wholly state-owned enterprises and representatives of state capital in JSCs and multi-member LLCs are excluded (Clause 35, Article 4).
- Companies must collect, update and keep beneficial ownership information and give it to the authorities on request (Clause 5a, Article 8; Point h, Clause 1, Article 11).
- Registration files for partnerships, LLCs and JSCs include a list of beneficial owners, if any (Clause 3, Articles 20, 21 and 22; Clause 10, Article 23), showing each person’s name, date of birth, nationality, ethnicity, sex, contact address, ownership percentage or control, and ID document (Clause 5, Article 25).
- Changes must be notified to the registration office, except by listed companies and companies registered for trading on the stock exchange (Point c, Clause 1, Article 31).
- The authorities may obtain this information free of charge for anti-money laundering work (Clause 1a, Article 33), and the registration office keeps it for at least 5 years after dissolution or bankruptcy (Point h, Clause 1, Article 216). The Government sets the detailed criteria (Clause 6, Article 217).
- Transition: companies registered before 1 July 2025 add the information, if any, with their next registration change or change notice, unless they choose to do it earlier (Clause 1, Article 3).
Registration
- Clauses 3 and 4 of Article 26 (digital signatures and business registration accounts) are repealed, and the Government now regulates online registration (Clause 6, Article 26). The 3-working-day registration deadline and the Article 30 deadlines are unchanged.
- A person’s ID document is now a chip-based ID card, citizen ID card, passport or other valid personal ID (Clause 16, Article 4). Falsifying registration details is expressly prohibited, and overstating charter capital means failing to contribute it without registering a reduction (Clauses 4 and 5, Article 16).
- Companies registered for trading on the stock exchange are now exempt, like listed companies, from notifying changes of founding and foreign shareholders (Point b, Clause 1, Article 31) and from the 3-working-day foreign shareholder notice (Clause 3, Article 176).
Capital, dividends and pricing
- A dividend is after-tax profit paid in cash or other assets (Clause 5, Article 4).
- Market price of listed or exchange-registered shares is the average trading price over the 30 days before valuation, an agreed price or an appraised price; for other shares and LLC capital, the most recent trading price, an agreed price or an appraised price (Clause 14, Article 4).
- A JSC may return capital to shareholders after 2 years of business, excluding periods of registered suspension (the “continuous” requirement is gone), and may redeem redeemable preference shares (Points a and d, Clause 5, Article 112).
Governance and bonds
- In a JSC without a supervisory board (Point b, Clause 1, Article 137), if the board fails to call a general meeting, shareholders under Clause 2 of Article 115 may call it within the next 30 days (Clause 4a, Article 140). The shareholder list for meetings may also be drawn from the securities holder register (Clause 1, Article 141).
- New private bond condition: liabilities, including the planned bonds, may not exceed 5 times equity in the audited financial statements of the preceding year, except for state-owned enterprises, issuers funding real estate projects, credit institutions, insurers, reinsurers, insurance brokers, securities companies and fund managers, which follow their own sector rules (Point c1, Clause 3, Article 128). Offerings disclosed to the stock exchange before 1 July 2025 follow the old rules (Clause 2, Article 3).
- A company is dissolved if it lacks the minimum number of members or shareholders for 6 consecutive months without converting (Point c, Clause 1, Article 207).
