![]() National Assembly Passes Amended Law on Enterprises
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The newly passed law stipulates that enterprises issuing private placement bonds must meet the condition of having payables (including the value of the planned bond issuance) not exceeding 5 times their owner’s equity.
Organizations that fall under this category include state-owned enterprises, issuers of bonds for real estate projects, credit institutions, insurance and reinsurance companies, insurance brokers, securities companies, and investment fund management companies.
Explaining this provision before the National Assembly’s approval, Minister of Finance Nguyen Van Thang stated that the addition of the debt-to-equity ratio requirement for issuers aims to mitigate bond payment risks for enterprises and investors.
The government views private placement bonds as risky financial products, and investors are expected to assess and take responsibility for their purchases based on transparent information about the issuing company’s financial health.
However, when legal violations related to private placement bonds occurred recently, the issuing companies were unable to fully repay the bond principal and interest on time, leading to investor complaints and state intervention.
Mr. Thang mentioned that the proposed ratio of not exceeding 5 times was based on feedback from ministries, sector members, and existing regulations in the Law on Real Estate Business and related decrees regarding debt and bond issuance limits in this sector.
According to the passed law, officials working at public higher education institutions are allowed to contribute capital, participate in the management and operation of enterprises established by these institutions, and even establish their own enterprises to commercialize research results generated by the institutions.
This policy aligns with Resolution No. 193/2025 of the National Assembly, which aims to pilot several special mechanisms to boost the development of science, technology, innovation, and national digital transformation. By enabling scientists and research institutions to more easily commercialize their research outcomes, this change will expedite the application of their work in practice.
The law also introduces a broader definition of “beneficial owner of an enterprise,” aligning with the Law on Anti-Money Laundering. The government will provide detailed criteria for determining beneficial owners, including ownership ratios of charter capital (direct or indirect), voting rights, or control through the appointment/dismissal of personnel.
For enterprises established before this law takes effect, the addition of beneficial owner information will be done simultaneously during their next registration or notification of changes. The collected information will primarily be stored and provided upon request by authorized state agencies.
The Amended Law on Enterprises will come into effect on July 1, 2025.
– 12:10, June 17, 2025
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