June, 2025 Newsletter
June 22nd, 2025
Noteworthy updates in some laws issued in June 2025
In June 2025, several new laws and amendments were passed. Among them, there are some key updates related to the Law on Enterprise, Law on Investment, and Law on Corporate Income Tax that enterprises should pay attention to, as follows:
1. Amendment and supplementation of the Law on Enterprise under Law No. 76/2025/QH15, issued by the National Assembly on June 17th, 2025, effective from July 01st, 2025
(1) New regulations on beneficial owners of partnerships, limited liability companies, and joint-stock companies (“beneficial owners of enterprises”):
- Addition of the definition: A beneficial owner of a enterprise is an individual who has actual ownership of the charter capital or has the right to control the enterprise, excluding cases where the representative of the owner directly at an enterprise fully owned by the State (100% charter capital) or the representative of the State’s capital in a joint-stock company or a limited liability company with two or more members, as prescribed by law.
- Enterprises are required to declare, notify, and/or retain information about their beneficial owners.
(2) Two additional prohibited actions under the Law on Enterprise:
- False declaration, dishonest declaration, inaccurate declaration of the contents of the dossier for business registration and registration of changes to the business registration contents.
- Falsely declaring charter capital by failing to contribute the full amount of the registered charter capital without adjusting the capital registration as required by law; intentionally misvaluing contributed assets.
(3) Abolition of the requirement to use digital signatures and business registration accounts for online business registration.
(4) New provisions regarding joint-stock companies:
- Adjust regulations on cases of reducing charter capital of joint-stock companies:
+ According to the decision of the General Meeting of Shareholders, the company shall return a portion of the capital contribution to shareholders in proportion to their share ownership in the company if the company has been in business for 02 years or more from the date of business registration, excluding the period of temporary suspension of business registration, and shall ensure full payment of debts and other financial obligations after returning to shareholders (amended and supplemented compared to previous regulations);
+ The company repurchases the shares it has sold;
+ The charter capital is not fully and timely contributed by the shareholders;
+ The company shall refund the contributed capital upon request and under the conditions stated in the shares to shareholders who own shares with preferential refund rights as prescribed by this Law and the Company Charter. (supplemented compared to previous regulations).
- An additional condition is added for non-public joint-stock companies to issue private bonds: The company’s debt payable (including the value of the bonds to be issued) must not exceed 5 times the issuer’s equity as per the audited financial report for the year immediately preceding the year of issuance; except for issuers that are state-owned enterprises, enterprises issuing bonds for real estate projects, credit institutions, insurance companies, reinsurance companies, insurance brokers, securities companies, and securities investment fund management companies, which are subject to relevant legal regulations.
2. Amendment and supplementation of the Law on Investment under Law No. 90/2025/QH15, issued by the National Assembly on June 25th, 2025, effective from July 01st, 2025
(1) Expand the regulations on (i) preferential investment industries, (ii) preferential investment areas, (iii) subjects eligible for special investment incentives and support, and (iv) cases where foreign investors are allowed to establish economic organizations to carry out investment projects before completing the procedures for issuing or adjusting the Investment Registration Certificate in the fields of digital infrastructure (large data center infrastructure, cloud computing infrastructure, mobile infrastructure from 5G onwards, and other digital infrastructure); strategic technology and strategic technology products; digital technology fields; innovation and digital transformation fields.
(2) Supplement and remove some conditional business industries in the List of conditional business industries in Appendix IV of the Law on Investment 2020, specifically:
- Add industries with numbers 233 and 234 after the industry with number 232 as follows:
+ 233. Providing services related to cryptocurrency assets
+ 234. Personal data processing services
- Remove the urban railway business industry listed as number 97.
3. Issuance of the Law on Corporate Income Tax No. 67/2025/QH15 on June 14th, 2025, replacing the Law on Corporate Income Tax 2008, effective from October 01st, 2025
(1) Supplement taxpayers who are foreign enterprises with permanent establishments being e-commerce platforms or digital platforms through which foreign enterprises provide goods and services in Vietnam.
(2) Supplement regulations on income subject to corporate income tax (“CIT”) arising in Vietnam of foreign enterprises (with or without a permanent establishment in Vietnam) is income originating from Vietnam, regardless of the location of business.
(3) Amend and supplement regulations on income exempted from CIT:
- Amend regulations as follows:
+ Clarify the case where the income of enterprises from processing agricultural and aquatic products in areas with particularly difficult socio-economic conditions, including income from purchasing agricultural and aquatic products for processing, is still considered income exempt from CIT;
+ Expand income from performing contracts for scientific research, technology development, innovation and digital transformation; income from selling products made using new technologies first applied in Vietnam; income from selling products produced during the experimental production period, including controlled experimental production as prescribed by law. However, the new regulation limits this income exemption from CIT to a maximum of 03 years.
+ Clarify the case where the capital contributor, shareholder, joint venture partner, or affiliate who benefits from CIT incentives, the income distributed from activities such as capital contributions, share purchases, joint ventures, or affiliations with domestic enterprises, after paying CIT, still qualifies as income exempt from CIT.
+ Regarding grants, expand the exemption from CIT for grants received from non-affiliated enterprises, organizations, and individuals both domestically and internationally, to be used for scientific research, technology development, innovation, and digital transformation activities; direct support from the state budget and from the Investment support fund established by the Government; compensation from the State as prescribed by law.
+ Expand the exemption from CIT for income from the transfer of carbon credits for the first time after issuance by enterprises that are granted emission reduction certificates and carbon credits; income from interest on green bonds; income from the transfer of green bonds for the first time after issuance.
- Supplement 02 new provisions regarding income exempt from CIT:
+ The difference resulting from the revaluation of assets according to the law for the purpose of equitization and restructuring State-owned enterprises with 100% State-owned capital.
+ Income of public service units from providing public service activities.
(4) Supplement tax rates applicable to the group of micro-enterprises and small enterprises:
- A 15% tax rate applies to enterprises with total annual revenue not exceeding 3 billion VND.
- A 17% tax rate applies to enterprises with total annual revenue from over 3 billion VND to not exceeding 50 billion VND.
The above tax rates do not apply to:
- Types of income: (i) income from the transfer of capital, transfer of capital contribution rights; income from the transfer of real estate, except for income from investment in building social housing for sale, rent, or rent-to-own to those benefiting from housing support policies; income from the transfer of investment projects (excluding transfer of mineral processing projects), transfer of rights to participate in investment projects, transfer of rights to explore, exploit, and process minerals; income from activities of production and business outside Vietnam; (ii) income from the exploration, exploration, and exploitation of oil, gas, and other precious resources, and income from mineral exploration and exploitation activities; (iii) income from the production and business of online video games; income from the production and business of goods and services subject to special consumption tax as stipulated, excluding projects related to the production and assembly of cars, airplanes, helicopters, gliders, yachts, and petrochemical refining; (iv) special cases as stipulated by the Government.
- Enterprises that are subsidiaries or affiliated companies, where the enterprise in the affiliation does not meet the conditions to apply the 15% or 17% tax rate as mentioned above.
02% Reduction of VAT for certain groups of goods and services from July 01st, 2025 to December 31st, 2026
On June 17th, 2025, the National Assembly passed Resolution No. 204/2025/QH15 on reduction of value-added tax (“VAT”), which is guided by Decree No. 174/2025/ND-CP of the Government issued on June 30th, 2025 stipulating the VAT reduction policy under Resolution No. 204/2025/QH15 (“Decree 174”). Accordingly, the following groups of goods and services are entitled to a 02% reduction in VAT from July 1st, 2025 to December 31st, 2026 as follows:
- Applicable subjects: Reduction of VAT applies to groups of goods and services currently subject to the 10% rate, except for the following groups:
+ Telecommunications, financial activities, banking, securities, insurance, real‑estate business, metal products, mineral products (excluding coal) as detailed in Appendix I attached to Decree 174.
+ Goods and services subject to special consumption tax (excluding gasoline) as detailed in Appendix II attached to Decree 174.
+ The VAT reduction for each of the above goods and services applies uniformly at the import, production, processing and commercial trading stages.
In case the goods and services listed in Appendices I and II issued together with Decree 174 are not subject to VAT or are subject to 05% VAT according to the provisions of the Law on VAT 2024, the provisions of the Law on VAT 2024 shall apply and the VAT shall not be reduced.
- VAT reduction rate:
+ Business establishments calculating VAT according to the deduction method shall apply the VAT rate of 08% to goods and services according to the above provisions.
+ Business establishments (including business households and business individuals) calculating VAT according to the percentage method on revenue shall be entitled to a 20% reduction in the percentage rate for calculating VAT when issuing invoices for goods and services eligible for VAT reduction according to the above provisions.
Updates on Value Added Tax applicable from July 01st, 2025
On July 01st, 2025, the Government issued Decree No. 181/2025/ND-CP (“Decree 181”), providing detailed regulations for the implementation of certain provisions of the Law of Value Added Tax (“VAT”) 2024. Concurrently, the Ministry of Finance issued Circular No. 69/2025/TT-BTC (“Circular 69”), which further elaborates on certain provisions of the VAT Law 2024 and provides guidance on the implementation of Decree 181. These legal documents, effective from July 01st, 2025, introduce significant regulations to ensure transparency and consistency in the application of VAT. There are some notable provisions as follows:
1. Non-Cash Payment Documents
Business entities must provide evidence of non-cash payment for the purchase of goods and services (including imported goods) with a value of VND 5 million or more (inclusive of VAT) to be eligible for input VAT deduction, except in specific cases (such as Offset payments between the value of purchased and sold goods or services, or borrowed goods; Payments for goods or services made through stocks or bonds; Imported goods received as gifts, donations, or free samples from foreign organizations or individuals; etc…).
Note: For goods or services purchased multiple times in a single day from the same supplier, if the total value amounts to VND 5 million or more, non-cash payment documentation is required for input VAT deduction eligibility.
2. Taxable value for VAT
- General principles for determining VAT Taxable Value
(i) For goods and services sold: The VAT taxable value is the selling price exclusive of VAT. For goods or services subject to excise duty or environmental protection tax, the taxable value includes these taxes but excludes VAT.
(ii) For imported goods: The VAT taxable value is the import taxable value plus import duties and other applicable taxes (if any) incurred at the importation stage.
- Determine VAT taxable value in some special cases commonly encountered in business activities
(i) For goods or services used for exchange, internal consumption, gifting, or donation: The VAT taxable value is determined based on the taxable value of identical or equivalent goods or services at the time such activities occur.
(ii) For goods or services used for promotional purposes: If goods or services are used for promotions in compliance with commercial law regulations, the VAT taxable value is deemed to be zero (0). In cases of price reductions, the taxable value is the reduced selling price applied during the registered or notified promotional period, as stipulated by commercial law.
(iii) For asset leasing activities: The VAT taxable value is the total lease amount (rental price) exclusive of VAT, as recorded in the asset lease contract. This is applied to both cases where the rent is paid in instalments or paid in advance for the entire lease term.
Regulations on receiving administrative procedures regardless of administrative boundaries
On June 9th, 2025, the Government issued Decree No. 118/2025/ND-CP regulating the implementation of administrative procedures under the one-stop mechanism and integrated one-stop mechanism at the One-stop Department and the National Public Service Portal. Accordingly, to facilitate the implementation of administrative procedures of organizations and individuals, regardless of the administrative level, administrative boundaries of residence, headquarters or places where documents have been issued to organizations and individuals, this Decree stipulates the reception of administrative procedures regardless of administrative boundaries as follows:
- Reception of dossiers for procedures under the authority of agencies at different administrative levels:
(i) Provincial and commune‑level Public Service Centers shall receive dossiers as prescribed, immediately forward the electronic dossier to the competent agency for processing, enter dossier information into the Administrative Procedures Resolution Information System, alert the One-stop Department of the competent authority for supervision and expediting and physically forward paper dossiers to the competent authority within 01 working day of receipt.
(ii) The competent authority shall process the dossier as prescribed and return the result to the provincial or commune‑level Public Service Center that received the dossier, which shall then issue the result to the organization or individual in accordance with the Receipt and appointment for return of results.
- Reception of dossiers for procedures under the authority of agencies at the same administrative level:
(i) In case organizations and individuals submit paper dossiers, the provincial and commune-level Public Service Centers shall determine the order of competent authority for settlement, transfer electronic dossiers and paper dossiers to the competent authority in charge of settlement. The authority in charge shall be responsible for processing, transferring paper dossiers, digitized electronic dossiers and settlement results under its authority (if any) to the next competent authority, in which the Form of transfer processing must clearly state the work content and settlement deadline of each agency; update processing information and transfer processing information into the Administrative Procedure Settlement Information System.
The competent authority shall, upon receiving the electronic dossier, transfer the results and dossiers to the next competent authority in the determined order; the last competent authority to complete the settlement shall transfer the results and accompanying dossiers to the competent authority in charge; the authority in charge shall transfer the results of the administrative procedure settlement to the provincial and commune-level Public Service Centers where the dossiers are received to return the results to the organizations and individuals; update the status and results of the inter-connected dossier processing into the Administrative Procedure Settlement Information System
(ii) In case the organization or individual submits an electronic dossier, the provincial and commune-level Public Service Centers shall transfer the electronic dossiers to all participating agencies, clearly stating the presiding agency, responsibilities, work content and deadline for returning results of each participating agency. The agency participating in handling the interconnected dossier shall process it according to its authority, return the processing results to the agency that needs to use the processing results for the next steps and send them to the Public Service Center at the provincial and communal levels where the dossier is received to return the results to the organization or individual; update the status and results of processing the interconnected dossier into the Administrative Procedure Processing Information System.
New guidance on subjects participating/not participating in compulsory social insurance
On June 25th, 2025, the Government issued Decree No. 158/2025/ND-CP detailing and guiding the implementation of a number of articles of the Law on Social Insurance on compulsory social insurance. Accordingly, Decree 158/2025/ND-CP provides guidance on subjects participating and subjects not participating in compulsory social insurance according to the provisions of the Law on Social Insurance 2024 as follows:
- Supplementing guidance on 02 cases of people working under indefinite-term employment contracts, employment contracts with terms of at least 01 month, even if they are referred to by other names by the employers and employees, as long as they specify the job, salary, remuneration, and the management of one party not subject to compulsory social insurance:
+ Case 1: Employees working part-time, with monthly salary calculated according to regulations in clause 2 Article 7 of Decree 158/2025/ND-CP lower than the lowest salary used as the basis for compulsory social insurance payment;
+ Case 2: Employees working under a probationary contract in accordance with the provisions of labor law.
- Guidance on case of Vietnamese citizens who are enterprise managers do not receive salaries participating in compulsory social insurance: Enterprise managers, controllers, representatives of state capital, representatives of enterprises’ capital; members of Boards of Directors, General Directors, Directors, members of Boards of Controllers or Controllers, and other elected managerial positions of cooperatives and cooperative unions who do not receive salaries, if they are also subjects of compulsory social insurance as prescribed in one of points b, c, d, dd, e, i, a, l and k clause 1 Article 2 of the Law on Social Insurance 2024, shall participate in compulsory social insurance according to the corresponding subjects in order of priority.
Maximum discount on promoted goods and services from July 01st, 2025
On June 22nd, 2025, the Ministry of Industry and Trade issued Circular No. 39/2025/TT-BCT on the maximum value of goods and services used for sales promotion and the allowable maximum discount on promoted goods and services in sales promotion activities. Accordingly, this Circular stipulates the maximum discount on promoted goods and services applicable from July 01st, 2025 as follows:
- The maximum discount on promoted goods and services shall not exceed 50% of the price of such goods and services before the sales promotion.
- In case of organizing a concentrated sales promotion program according to regulations, the maximum discount on promoted goods and services is 100%. The maximum discount of 100% also applies to sales promotion activities included in trade promotion programs or activities decided by the competent central authority.
- Maximum discount shall not be applied to sales promotion of:
+ Goods or services by price stabilization programs of the State;
+ Fresh food products;
+ Goods or services of the enterprises going bankrupt, dissolving, changing their location or business sector or trade.
Maximum discount on promoted goods and services from July 01st, 2025
The Law on Protection of consumer rights stipulates that organizations and individuals trading in products, goods and services that are frequently and continuously purchased and used by a large number of consumers and have a direct and long-term impact on consumers must register standard form contracts and general trading conditions with the state management agency for consumer rights protection before using them to enter into agreements with consumers.
Based on socio-economic conditions and the need to protect consumer rights in each specific period, on June 22nd, 2025, the Ministry of Industry and Trade issued Circular No. 42/2025/TT-BCT stipulating the List of products, goods and services required to have registration of standard form contracts and general trading conditions, including:
1. Electricity supply for domestic purposes;
2. Domestic water supply;
3. Pay television services;
4. Terrestrial mobile telecommunications services (voice services, messaging services, Internet access services);
5. Terrestrial fixed telecommunications services (voice services, Internet access services);
6. Air passenger transport;
7. Railway passenger transport;
8. Purchase and sale of apartments.
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This newsletter is for general information on relevant matters. This should not be treated as our professional advice. Should you need further information on the matter or our professional assistance for your specific cases, please contact us.
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