The “2025 Enterprise Law” is in substance Law No. 76/2025/QH15 — an amending law (effective 1 July 2025), not a brand-new code replacing the entire 2020 Enterprise Law. Its centerpiece is the beneficial owner (BO) mechanism. Around it sits a system of guiding decrees and circulars issued and amended continuously. This article is a “watcher” map: a consolidated view of the guiding-document framework as of 14 October 2026, so enterprises know which instruments govern them.
1. Law 76/2025/QH15: an amending law, not a wholesale new code
The first point to get right: Law 76/2025/QH15 amends and supplements the 2020 Enterprise Law, effective 1 July 2025. Unamended provisions of the 2020 Enterprise Law remain in force. Enterprises must read the consolidated text or compare both instruments side by side — not assume every article is “new 2025”.
Amendment focus: beneficial ownership. Enterprises must identify, declare, and update information on the individuals who are their ultimate beneficial owners — a new transparency duty directly affecting enterprise registration dossiers and compliance reporting.
Citation note: when citing provisions on management structure, double-check article numbers — e.g., citing “Article 54 of the Enterprise Law” in some older materials is incorrect; the relevant content should be checked against Article 53 of the current text.
2. Decree 168/2025: the pillar on enterprise registration
Decree 168/2025/ND-CP (effective 1 July 2025) is the key guiding instrument on enterprise registration, replacing Decree 01/2021/ND-CP and Decree 122/2020/ND-CP. All establishment, registration-change, suspension, and dissolution procedures from 1 July 2025 follow this decree. Companies still keeping forms and workflows under Decree 01/2021 must update them now.
The decree was later amended by Decree 296/2026/ND-CP (effective 23 July 2026) — including amendments to online enterprise registration (Article 39). Always read Decree 168/2025 as amended by Decree 296/2026.
3. Decree 288/2026: ONLY on SANCTIONS in enterprise registration
Decree 288/2026/ND-CP (effective 21 July 2026) amends Decree 122/2021/ND-CP on administrative sanctions — but only within the enterprise registration segment. It is not a general guiding document on the Enterprise Law; do not use it to interpret other substantive corporate duties. Specific fine levels for each violation (e.g., the 70–100 million VND band being cross-checked against Article 44) must be read directly from the instrument — this article states no figure until cross-checking is complete.
4. Other guiding instruments in the ecosystem
- Circular 68/2025/TT-BTC: forms used in enterprise registration — dossiers must use the new forms, not the old ones;
- Decree 248/2025/ND-CP and Decree 44/2025/ND-CP: governing state-owned enterprises;
- Decree 200/2026/ND-CP: governing corporate bonds.
The number of the latest form circular is still being cross-checked — enterprises should verify the newest instrument before filing.
5. Compliance checklist as of 14 October 2026
- Review BO duties: identify beneficial owners and declare/update their information as required;
- Update citations: replace all references to Decree 01/2021 and Decree 122/2020 in internal workflows with Decree 168/2025 (as amended by 296/2026);
- Use new forms: per Circular 68/2025/TT-BTC;
- Distinguish the sanctions instrument: Decree 288/2026 governs sanctions only within enterprise registration — do not stretch its interpretation;
- Keep monitoring: the framework continues to be amended; this article reflects the status as of 14 October 2026.
Frequently asked questions
Does the 2025 Enterprise Law replace the entire 2020 Enterprise Law?
No. Law 76/2025/QH15 is an amending law; unamended provisions of the 2020 Enterprise Law remain effective.
Must enterprises established before 1 July 2025 do anything?
Yes — at minimum, review beneficial-ownership disclosure duties and update forms and workflows under Decree 168/2025 for registration changes arising after 1 July 2025.
Does Decree 288/2026 apply to all corporate violations?
No. Decree 288/2026 (amending Decree 122/2021) governs administrative sanctions only in the enterprise registration field.
Key legal bases: Law 76/2025/QH15 (effective 1 Jul 2025); Decree 168/2025/ND-CP (effective 1 Jul 2025); Decree 296/2026/ND-CP (effective 23 Jul 2026); Decree 288/2026/ND-CP (effective 21 Jul 2026); Circular 68/2025/TT-BTC; Decree 248/2025/ND-CP; Decree 44/2025/ND-CP; Decree 200/2026/ND-CP. Validity checked as of 14 October 2026.
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For reference only, not legal advice.
The legal content of this article is reviewed by the FLAW AI Legal Council and submitted to the owner for approval; it is not an opinion of a licensed lawyer and does not replace legal advice for specific cases.
Does your company need to review its beneficial ownership disclosure duties or update its enterprise registration dossier under the new framework? Reach us via the Contact page of FLAT Law Firm.