VIETNAM Law and Practice Contributed by: Thang Nguyen, Minh Nguyen and Nguyet Le, ACSV Legal
of the execution and implementation of Decree 13. Under the Data Law, organisations and individu - als must provide data to state agencies upon authorised request, even without the data sub - ject’s consent, in the following specific circum - stances: • emergency response; • threats to national security that are yet to be a state of emergency, or disasters; and • prevention and control of riots and terrorism. Competent state agencies may apply measures to decrypt data without the consent of the data owner or data administrator in special cases such as: • states of emergency; • responding to threats to national security that are yet to be a state of emergency; • disasters; and • anti-riot and anti-terrorism purposes upon requests from competent authorities. Further details will be provided by the govern - ment.
tion financing. Notably, the Law incorporates, for the first time, the concept of a “beneficial own - er”, requiring enterprises to collect and update information on individuals who directly or indi - rectly hold at least 25% of the charter capital or profits, or otherwise exercise significant control over the company. The definition of ”beneficial owner” under the amended Law on Enterprises is similar to the definition of “ultimate beneficial owner” or UBO in some other jurisdictions. In addition, the amended Law introduces tighter restriction over the private placement of corpo - rate bonds by limiting an enterprise’s total lia - bilities to no more than five times its equity. It also defines and prohibits “false declaration of charter capital”, aiming to curb the practice of inflating registered capital figures without actual financial contribution. These amendments reflect the government’s ongoing efforts to improve corporate govern - ance standards and strengthen market discipline in line with international best practices. Amended Law on Securities On 29 November 2024, the National Assembly of Vietnam adopted Law No 56/2024/QH15, amending several provisions of, among others, Securities Law 2019 (“2024 Amendment Law”), which entered into force from 1 January 2025, with several provisions on professional securi - ties investors and eligibility of public companies. The 2024 Amendment Law aims to enhance transparency, governance and investor protec - tion in the Vietnamese securities market and to align with international best practices. The key amendments include the following.
9. Looking Forward 9.1 Upcoming Legal Reforms Amended Law on Enterprises
The amended Law on Enterprises, officially enacted on 17 June 2025 and entering into force on 1 July 2025, introduces several key changes aimed at addressing gaps in the existing legal framework, enhancing corporate transparency, and aligning with Vietnam’s commitments in combatting against money laundering, terrorist funding and mass-destruction-weapon prolifera -
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