Introduction

The years 2024–2025 mark a crucial period in Vietnam’s progress toward perfecting its legal framework, with the National Assembly passing numerous amended laws that have a far-reaching impact on the economy and society. Among these, four laws—the Law on Public Investment, the Enterprise Law, the Securities Law, and the Social Insurance Law—have been amended and supplemented to enhance state management effectiveness, improve the investment environment, increase transparency, and meet development requirements in the context of the digital economy, international integration, and social welfare. These amendments demonstrate the State’s determination to institutional reform, strengthen decentralization, improve the quality of law enforcement, and protect the rights of citizens and businesses.

1. Amended Law on Public Investment

According to information from the Portal of the Ministry of Planning and Investment and the Government e-Portal, Law No. 57/2024/QH15, amending and supplementing a number of articles of the Law on Public Investment, was passed by the National Assembly on November 29, 2024, and will take effect from July 1, 2025. The amendment aims to enhance management efficiency, decentralization, promote empowerment for project owners, and improve the quality of preparation and implementation of public investment projects, while ensuring synchronization with the provisions of the Planning Law, Investment Law, Bidding Law, and related laws.

Key New Points

• Increased Capital Scale and Decentralization of Investment Decisions
  • National important projects now have a capital scale of VND 30 trillion or more.
  • Public investment projects of groups A, B, and C also have their maximum old limits adjusted to up to double the previous amounts.
  • Strong decentralization: heads of ministries and central agencies have the authority to decide on investment policies for group A projects under VND 10 trillion; People’s Committees at all levels are empowered to decide on group B and C projects within their management.
• Enhanced Quality of Investment Preparation
  • More explicit regulations on the feasibility study report preparation process.
  • Improved system of criteria for evaluating socio-economic, environmental, and technological effectiveness.
• Streamlined, Flexible Investment Procedures for Specific Projects
  • Application of streamlined procedures in cases where projects need urgent implementation for political tasks or essential state requirements.

2. Enterprise Law (Amended)

Law No. 76/2025/QH15, amending and supplementing a number of articles of the 2020 Enterprise Law, was passed by the National Assembly on June 17, 2025, and will take effect from July 1, 2025. These amendments are groundbreaking, aiming to enhance transparency, control information, reform administrative procedures, and adapt to the requirements of the digital economy and international commitments on anti-money laundering.

Key New Points

• Addition of the Concept of “Beneficial Owner of an Enterprise”
  • Clause 35 is added to Article 4 of the Law: this concept clarifies the individual who truly owns the charter capital or has the right to control (excluding state capital representatives as regulated).
• Requirement to Disclose and Update Beneficial Owner Information
  • Enterprises must declare this information when establishing or changing business registration (Article 31), including identity, ownership percentage, or controlling rights.
  • Article 8 adds an obligation to report, store, and take responsibility for the truthfulness and accuracy of this information, with a 10-day amendment period if there are changes.
• Review of Responsibilities of the Legal Representative
  • Elevated role and clearer assignment of responsibilities to the legal representative, especially in cases of enterprise violations or dissolution; tightened to avoid the situation of “nominal enterprise owners.”
• Governance Structure and Information Disclosure in Enterprises
  • More stringent application of regulations on shareholder transparency, the role of controllers, and voting rights in joint-stock companies.
  • Digital technology enterprises need to disclose more about their business lines, data security, and information safety.
• Tightened Conditions for Enterprise Establishment, Capital Contribution, and Management
  • Public servants, civil servants, officers, persons serving sentences, persons lacking legal capacity, etc., are not allowed to establish, contribute capital to, or act as enterprise representatives, except in cases permitted by specific regulations.
• Amendments to Regulations on State-Owned Enterprises
  • Article 88 is supplemented to clarify the models of state-owned companies (100% state-owned single-member limited liability companies, two-member or more limited liability companies, joint-stock companies with the State holding over 50%) and the responsibilities of capital representation.

The amended Enterprise Law 2025 marks a strong shift in Vietnamese enterprise governance: from enhancing ownership transparency and tightening legal responsibilities to administrative reforms toward digitalization. Businesses need to prepare thoroughly both legally and technologically to comply and take advantage of opportunities from a more transparent and favorable investment environment.

3. Securities Law (Amended)

According to Góc Pháp Lý, Law No. 56/2024/QH15, passed by the National Assembly on November 29, 2024, amends and supplements a number of articles of the 2019 Securities Law, along with eight other laws on finance-accounting-tax, etc., and will take effect from January 1, 2025. Some provisions related to professional securities investors will not apply to privately placed corporate bonds until January 1, 2026.

General Provisions and Definitions

• Addition of the Definition of “Securities Market Manipulation”
  • The amended Law revises articles in Article 4 to protect investors and enhance market transparency and discipline.
• Classification and Criteria for Professional Investors
  • Adds criteria for both organizations and individuals eligible to trade privately placed corporate bonds.
    • Organizations: equity ≥ VND 100 billion and operating for ≥ 2 years.
    • Individuals: at least 2 years of experience, ≥ 10 transactions per quarter, income ≥ VND 1 billion/year.
  • Note: This provision only takes effect from January 1, 2026, for privately placed bonds.
• Information Transparency and Responsibility
  • Tightened Responsibility for Dossiers and Documents
    • The Law clearly stipulates the legal responsibility of organizations and individuals preparing and certifying securities documents to ensure their legality, accuracy, truthfulness, and completeness.
  • Increased Information Disclosure Requirements
    • The Law, together with Circular 68, promotes information transparency and equality among investors, especially encouraging foreign investors to participate in the market.
• Issuance, Offering, and Supervision
  • Tightened Regulations on Public Share Offerings
    • The Law clearly stipulates: enterprises offering shares to the public must offer at least 70% of the shares to be mobilized.
  • Ensuring Safe Bond Issuance
    • Requires corporate bonds to have collateral or bank guarantees, including a bondholder representative agreement.
  • Regulations on Offer Cancellation
    • The Law adds a provision: if violations in an offering are discovered, listed or registered for trading shares will not be delisted, but the violating offers will be compulsorily canceled.

4. Amended Social Insurance Law

The amended Social Insurance Law – Law No. 41/2024/QH15 – was passed by the National Assembly on June 29, 2024, and officially takes effect from July 1, 2025. This Law replaces the 2014 Social Insurance Law, expanding coverage, reforming schemes, and enhancing the sustainability of Vietnam’s social welfare system.

Key New Points

• Reduced Social Insurance Contribution Period for Pension Eligibility
  • The minimum social insurance contribution period to receive a pension is reduced from 20 years to 15 years, applicable to both mandatory and voluntary social insurance.
• Expanded Coverage for Mandatory and Voluntary Social Insurance
  • The Law expands mandatory social insurance to subjects such as: business household owners; permanent militia; non-specialized commune, village, and residential group officials; managers and capital representatives who do not receive salaries; it also expands voluntary social insurance with more flexible conditions.
• Added Maternity Benefits and Allowances
  • Female laborers undergoing infertility treatment are eligible for maternity benefits if they have paid social insurance for at least 6 months in the 24 months before birth.
  • Employees not meeting the conditions for pension eligibility will receive a monthly allowance – this is a new support policy.
• Adjustments to Sickness Benefits, Half-Day Leave
  • The Law allows for half-day sick leave to still receive benefits and reduces the social insurance contribution threshold for long-term leave exceeding 14 days.
• Regulations on One-Time Social Insurance Withdrawal
  • Individuals who contribute social insurance from July 1, 2025, if they do not participate in mandatory/voluntary social insurance and have not contributed for 20 years, will not be allowed to withdraw social insurance in a lump sum, except in specified cases (including retirement age, severe illness, emigration, etc.).
• Reform of Book and Card Issuance, Declaration, and Periodic Electronic Information
  • Expedited issuance of social insurance books and health insurance cards;
  • Participants have the right to monitor pensions, contributions, and benefits via an electronic system;
  • Enterprises must declare fully and accurately.
• Addition of Social Retirement Allowance and Supplementary Retirement Insurance
  • The Law adds a social retirement allowance funded by the state budget, paving the way for cooperation and encouraging the implementation of supplementary retirement insurance in a multi-tiered approach.
• Tightened Penalties, Transparency, International Cooperation
  • Amended a series of prohibited acts (late payment, evasion of payment, providing false information, etc.).
  • Introduced provisions in the Law on international social insurance cooperation to protect laborers working abroad/returning from abroad.

The amended Social Insurance Law 2024 is a new step for Vietnam in social welfare policy – increasing benefits, expanding coverage, and enhancing sustainability, transparency, and management responsibility. Synchronization within the legal system and information technology will be an important foundation for effective implementation of the Law. All relevant entities need to urgently access, update, and prepare for implementation from July 1, 2025.

Conclusion

The important amendments in the aforementioned specialized laws are not merely legislative technicalities but also reflect Vietnam’s strategic orientation in building a transparent, modern, and synchronous legal environment. From public investment, enterprise governance, securities market to social insurance policy – all are restructured to enhance management effectiveness and efficiency, in line with the requirements of sustainable development and global integration. To ensure successful implementation, agencies, organizations, and businesses need to proactively update, review, and prepare the necessary conditions before the laws take effect from July 1, 2025.

Harley Miller Law Firm

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