Independence - Freedom - Happiness

No. 59/2020/QH14

Hanoi, June 17, 2020




Pursuant to the Constitution of the Socialist Republic of Vietnam;

The National Assembly promulgates the Law on Enterprises.

Chapter I


Article 1. Scope

This Law provides for establishment, management, reorganization, dissolution and relevant activities of enterprises, including limited liability companies, joint stock companies, partnerships and sole proprietorships; groups of companies.

Article 2. Regulated entities

1. Enterprises.

2. Organizations and individuals relevant to establishment, management, reorganization, dissolution and relevant activities of enterprises.

Article 3. Application of the Law on Enterprises and other laws

In case there are other laws that provide for establishment, management, reorganization, dissolution and relevant activities of special enterprises, regulations of these laws shall apply.

Article 4. Definitions

For the purpose of this document, the terms below are construed as follows:

1. “copy” means a copy extracted from master register or a copy that has been certified by a competent organization or compared to the original document.

2. “foreigner” means a person who has a foreign nationality according to his/her documents.

3. “shareholder” means the individual or organization that holds at least a share of a joint stock company.

4. “founding shareholder” means a shareholder that holds at least an ordinary share and has his/her signature in the list of shareholders that are also founder of the joint stock company.

5. “dividend” means a net profit on each share in cash or other assets.

6. A “company” can be a limited liability company, joint stock company or partnership.

7. A “limited liability company” can be a single-member limited liability company or multiple-member limited liability company.

8. “National Enterprise Registration Portal” means a web portal used for enterprise registration and access and publishing of enterprise registration.

9. “national enterprise registration database” means the collection of nationwide enterprise registration data.

10. “enterprise” means an organization that has a proper name, assets, premises, is established or registered in accordance with law for business purposes.

11. A “state-owned enterprise” means an enterprise more than 50% charter capital or voting shares of which is held by the State as prescribed in Article 88 of this Law.

12. A “Vietnamese enterprise” means an enterprise that is registered in accordance with Vietnam’s law and has its headquarters located within Vietnam.

13. “mailing address” means the address registered as the headquarters of an organization; the permanent residence, working place or another address of an individual that is registered as mailing address with an enterprise.

14. “market value” of a stake or share means the price at which the stake or share is traded on the market at the nearest time, the price agreed on by the buyer and the seller, or the price determined by a valuation organization.

15. “Certificate of Enterprise Registration” means a physical or electronic document bearing enterprise registration information provided for the enterprise by a business registration authority.

16. “legal documents” of an individual include the ID card (old or new format), passport and other legal personal identification documents.

17. “legal documents” of an enterprise include the Establishment Decision, Certificate of Enterprise Registration and equivalent documents.

18. “capital contribution” means the contribution of capital as charter capital to establish a new company or contribution of additional capital to an existing company.

19. “National Enterprise Registration Information System” includes the National Enterprise Registration Portal, national enterprise registration database, relevant databases and technical infrastructure.

20. “valid application” means an application that contains adequate documents specified in this Law and all the documents are completed as prescribed by law.

21. “business” or “business operation” means continuous execution of one, some or all stages including investment, manufacturing, sale or provision of services on the market for profit.

22. “relatives” of a person include: the spouse, biological parents, adoptive parents, parents-in-laws, biological children, adopted children, children-in-law, biological siblings, siblings-in-law and biological siblings of the spouse.

23. “related person” means any individual or organization that has a direct or indirect relationship with an enterprise in the following cases:

a) The parent company, its executive and legal representative, and the person who has the power to designate the executive officer of the parent company;

b) The subsidiary company, its executive and legal representative;

c) Any individual, organization or group of individuals or organizations that can influence the enterprise’s operation through ownership, acquisition of shares/stakes or making corporal decisions;

d) The enterprise’s executive, legal representative, controllers;

dd) Spouses, biological parents, adoptive parents, parents-in-laws, biological children, adopted children, children-in-law, biological siblings, siblings-in-law and biological siblings of spouses of the executive officer, legal representative, controllers, members/partners and shareholders holding the controlling stakes/shares;

e) Any individual that is the authorized representative of the companies or organizations mentioned in Point a, b and c of this Clause;

g) Any enterprise in which an individual, company or organization mentioned in Points a, b, c, d, dd and e of this Clause has the controlling interest.

24. “executive of an enterprise means the owner of a sole proprietorship, a general partner of a partnership, chairperson or member of the Member/Partner Assembly, President of a company, President or member of the Board of Directors, Director/General Director, or holder of another managerial position prescribed in the company’s charter.

25. “founder” means the individual or organization that establishes or contributes capital to establish an enterprise.

26. “foreign investor” means an individual or organization as defined by the Law on Investment.

27. “stake” means the total value of assets that a member/partner has contributed or promises to contribute to a limited liability company/partnership. “holding” means the ratio of a member/partner’s stake to the charter capital of the limited liability company/partnership.

28. “public products and services” are essential products and services of a country, area or community, thus have to be maintained by the State for assurance of common interests or defense and security, and the costs of provision of which under market mechanism are hardly recoverable.

29. “member” or “partner” means the individual or organization that holds part or all of charter capital of a limited liability company or partnership.

30. A “partner” of a partnership can be a general partner or limited partner.

31. “reorganization” of an enterprise means the full division, partial division, consolidation, acquisition or conversion of an enterprise.

32. “foreign organization” means an organization established overseas under the foreign country’s laws.

33. “voting capital” means the stake or share that endows the holder the right to vote on the issues within the jurisdiction of the Board of Members or General Meeting of Shareholders.

34. “charter capital” means the total value of assets that have been contributed or promised by the members/partners/owners when the limited liability company or partnership is established; or the total of nominal values of the sold or subscribed shares when a joint stock company is established.


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Article 217. Implementation clauses

1. This Law comes into force from January 01, 2021.

2. The Law on Enterprises No. 68/2014/QH13 ceases to have effect from the effective date of this Law.

3. The phrase “doanh nghiệp nhà nước” (“state-owned enterprises”) shall be replaced with “doanh nghiệp do Nhà nước nắm giữ 100% vốn điều lệ” (“wholly state-owned enterprises”) in Point m Clause 1 Article 35 and Point k Clause 1 Article 37 of the Law on State Budget No. 83/2015/QH13; Point a Clause 3 Article 23 of the Law on Irrigation No. 08/2017/QH14, amended by the Law No. 35/2018/QH14; Point b Clause 2 Article 74 of the Civil Proceedings Code No. 92/2015/QH13, amended by the Law No. 45/2019/QH14; Point a Clause 2 Article 43 of the Law on Management and Use of Weapons, Explosives and Combat Gears No. 14/2017/QH14, amended by the Law No. 50/2019/QH14; Article 19 of the Law on Denunciation No. 25/2018/QH14; Articles 3, 20, 30, 34, 39 and 61 of the Anti-corruption Law No. 36/2018/QH14.

4. The Government shall provide for registration and operation of household businesses.

5. Pursuant to this Law, the Government shall provide for management and operation of state-owned enterprises that operates in the field of defense or both defense and business.

Article 218. Transition clauses

1. Companies whose shares or stakes are not obtained by the State before July 01, 2015 are not required to implement the regulations of Clause 2 Article 195 of this Law but must not increase their cross-ownership ratios.

2. Enterprises’ executives, Controllers and authorized representatives who do not fully satisfy the requirements specified in Point b Clause 5 Article 14, Clause 3 Article 64, Clause 3 Article 93, Clause 3 Article 101, Points a, b, and c Clause 3 Article 103, Point d Clause 1 Article 155, Point b Clause 5 Article 162 or Clause 2 Article 169 of this Law may continue working until the end of their terms of office.

This Law is ratified by the 14th National Assembly of the Socialist Republic of Vietnam during its 9th session on June 17, 2020.





Nguyen Thi Kim Ngan