1. Law No. 37/2024/QH15 amending and supplementing the Law on Asset Auction (“Law Amending the Law on Auction”)
The Law Amending the Law on Auction was enacted by the National Assembly. It took effect on 01 January 2025, marking a significant advancement in the transparency and modernization of auction activities – a sector that has been increasingly developing but still faced numerous potential risks over the past time.
Firstly, the Law Amending the Law on Auction supplements provisions regarding the application of the Law on Asset Auction in conjunction with other laws. Specifically, in cases of discrepancies between the auction procedures prescribed by the Law on Asset Auction and other laws, the provisions of the Law on Asset Auction shall prevail, except for the following cases: (i) laws on securities shall govern auctions involving securities; (ii) auctions of public assets of Vietnamese agencies located abroad shall be conducted under laws on management and use of public assets; and (iii) auctions of vehicle license plates shall be governed by laws on road traffic order and safety. [1]
Secondly, amending and supplementing the list of assets that must be auctioned by law, updating it accurately, and aligning with specialized legal provisions to ensure uniform application of auction procedures for these asset categories. [2]
Thirdly, the Law Amending the Law on Auction expands the list of prohibited acts in auction activities and further clarifies previously banned conduct: [3] auctioneers and auction organizations are prohibited from fabricating fictitious participant lists, falsifying or distorting auction dossiers, intentionally disclosing confidential information about participants or bid prices, colluding to inflate prices, or causing market disruption. These prohibitions respond to incidents such as the Thủ Thiêm New Urban Area land auctions, where certain enterprises placed abnormally high bids and then unilaterally terminated contracts and forfeited deposits to create artificial market hype, causing serious damage to the state budget.
Additionally, the new regulations forbid forgery of documents in selecting auction organizations and misuse of deposit funds to bind auction participants. The law also specifies prohibited acts for distinct subjects, such as forbidding (i) asset owners whose asset is ineligible for auctioning from falsifying dossiers or accepting benefits to influence the selection of auction organizations, and (ii) auction participants from colluding to raise prices, accepting invalid power of attorney, or participating when having family or corporate parent-child company affiliation, aiming to prevent “sham” or “pre-arranged” auctions.
Moreover, the Law Amending the Law on Auction includes business administration and auditing as qualifying disciplines for auctioneer practice[4] and removes exemptions from auction training, requiring all auctioneers to graduate from professional auction training courses[5] while simplifying training conditions to facilitate and attract quality human resources into the auction profession.
Notably, the Law Amending the Law on Auction establishes the National Asset Auction Portal, enabling online auctions to be conducted on a unified, official national platform; the Law also revises the procedures for conducting online auctions to enhance transparency and flexibility in online auction activities, responding to current market realities. [6]
2. Law No. 56/2024/QH15 amending and supplementing the Law on Securities, Law on Accounting, Law on Independent Audit, Law on State Budget, Law on the Management and Use of Public Assets, Law on Tax Administration, Law on Personal Income Tax, Law on National Reserves, Law on Handling Administrative Violations (“Law No.56”)
Law No. 56, officially taking effect from 01 January 2025, amends the legal framework across various sectors, notably including provisions related to securities activities, auditing, and e-commerce, to foster a transparent and healthy business environment. The details are as follows:
Securities sector: With the developments brought by the digital technology era, market manipulation in the securities market has become increasingly sophisticated and organized. Accordingly, Law No. 56 provides detailed descriptions and strict prohibition regarding acts of market manipulation such as placing orders or colluding in transactions to create artificial supply and demand; trading with controlling volumes at market open or close to manipulate prices; making direct or indirect statements through media channels to influence securities prices while holding positions, among others. [7] These measures aim to further tighten control over activities in the securities sector, prevent exploitation of regulatory loopholes for market manipulation, enhance market transparency, and strengthen investor confidence in the securities market.
Auditing sector: Law No. 56 expands the scope of entities required to fulfill the obligation of annual financial statement audits to include all large-scale enterprises, removing the previous limitation of applying only to state-owned enterprises and credit institutions. [8] This regulation aligns with current practical realities where many large-scale enterprises with significant market influence have financial statements lacking sufficient reliability due to the absence of audits, resulting in discrepancies and a lack of transparency in financial information.
Notably, to enhance the rigorousness and deterrence against violations in the auditing sector, administrative penalties have been adjusted, with the maximum fine increased up to 20 (twenty) times the previous amount, and the statute of limitations for penalties extended to 05 (five) years. [9] Furthermore, to improve auditor independence and objectivity, and to limit unhealthy conflicts of interest between auditors and enterprises, Law No. 56 stipulates that an auditor is permitted to sign audit reports for the same enterprise for no more than 05 (five) consecutive years. [10]
Tax administration sector: Law No. 56 supplements the principle of tax administration by stipulating that tax officials are responsible for resolving tax dossiers based on the files, documents, and information provided by taxpayers, the tax authority’s database, and relevant information from competent government authorities, thereby enhancing the mechanism for self-declaration and self-payment of taxes. [11]
Of note, starting from 01 April 2025, organizations managing e-commerce trading floors and digital platforms with payment functions (domestic and foreign) are required to withhold and pay taxes on behalf of business households and individual business operators, and declare the amount of tax withheld. In cases where these entities aren’t authorized to withhold and pay taxes on behalf of such taxpayers, the taxpayers themselves must directly register, declare, and pay taxes. [12] This regulation arises from practical challenges encountered with the rapid development of major e-commerce platforms such as Shopee, Lazada, Tiki, Sendo, etc., where tax authorities face difficulties tracing the actual income of sellers due to insufficient data provided by these platforms, aiming to partially address tax revenue losses. However, this also poses operational, technical system, and compliance cost challenges for intermediary platforms.
3. Law No. 57/2024/QH15 amending and supplementing Law on Planning, Law on Investment, Law on Public-Private Partnership Investment, and Law on Bidding (“Law No. 57”)
Law No. 57, effective from 15 January 2025, regulates the fields of planning, investment, and bidding. Notably, Law No. 57 amends, supplements, and abolishes several significant provisions in the investment sector:
Firstly, Law No. 57 establishes the Investment Support Fund sourced from corporate income tax revenues to assist enterprises and investors participating in investments in sectors encouraged by the State, thereby providing practical support to the private economic sector. [13]
Secondly, Law No. 57 permits investors to register investment projects under a special, streamlined investment procedure designed to minimize administrative resources and save time. This procedure applies to development investment projects in certain special zones (such as industrial parks, export processing zones, and high-tech zones) in fields including research and development (R&D), semiconductor integrated circuit, design technology, manufacturing of components, integrated electronic microcircuits (ICs) industries, and other high-tech sectors as decided by the Prime Minister. Under this special procedure, investors are exempt from pre-approval administrative procedures such as investment policy approval, technology appraisal, environmental impact assessment, detailed construction planning, construction permits, and other sectoral approvals related to fire prevention and technical infrastructure. Instead, investors only need to submit an Investment Registration Dossier to the Management Board of the relevant zone along with a commitment to comply with applicable standards, conditions, and technical regulations under current law. [14]
Moreover, investors undertaking investments under the Public-Private Partnership (“PPP“) model are no longer restricted to specific sectors. Instead, investment is allowed in all sectors and fields serving public purposes, except for (i) projects under state monopoly and (ii) projects related to national defense, security, social order and safety. [15] This amendment introduces flexibility, enabling localities to proactively propose PPP cooperation models in various potential fields, thereby facilitating provincial and municipal authorities to attract PPP investments in essential but traditionally excluded areas such as ecological tourism infrastructure, regional transportation connectivity, and waste treatment.
Notably, regarding investment under the Build-Transfer Contract form (“BT“), previously, BT projects were mainly implemented under the “land swap for works” mechanism, which led to numerous negative consequences, especially corruption. [16] Examples include the violations, quality defects and high costs causing state budget losses during the construction of the Park and Reservoir at the Northern and Southern Extension of Mai Dich Cemetery by Hong Ngan Real Estate Joint Stock Company (now Sai Dong Urban Development and Investment Joint Stock Company) and the Chu Van An Memorial Road project in Hanoi. Consequently, the 2020 Law on PPP Investment abolished the BT form and halted new BT projects. [17] However, Law No. 57 reinstates the BT form with stricter regulatory provisions aimed at minimizing potential negative impacts arising from this investment method. [18]
Accordingly, Law No. 57 amends the payment regulations in BT contracts into three forms: [19]
- Payment by land fund, which is recovered or managed by the government authorities to implement the counterpart project. The land price for the land fund used to pay for the BT project is calculated based on the land price list at the time of project preparation and bidding dossier formulation. Therefore, investors are required to have plans to accelerate or strictly comply with the project schedule. Simultaneously, the State only pays by offsetting the difference rather than fully paying the value of the land fund as before.
- Payment by state budget sourced from public investment capital or state budget revenues obtained through the auction of land funds or public assets.
- No payment required, which is considered a special mechanism not available in any previous investment form. BT projects without payment are applied when investors proactively propose projects for competent authorities to consider and approve, without undergoing investor selection procedures or implementing contractual obligations related to project execution.
Overall, Law No. 57 not only opens new investment opportunities for the private sector but also reflects a positive shift in state management of investment – from control to support, from procedural focus to outcome orientation. It also facilitates enterprises to participate in project implementation by “sharing responsibilities” with the State, delivering benefits to the community and society. Going forward, the synchronized implementation of Law No. 57’s provisions is expected to establish a solid legal foundation to attract high-quality investment, promote sustainable growth, and enhance national competitiveness.
4. Decree No. 173/2024/ND-CP partially repealing Decree No. 59/2006/ND-CP dated 12 June 2006 of the Government, providing detailed regulations on the Commercial Law regarding goods and services prohibited from business, restricted business, and conditional business; and repealing Decree No. 43/2009/ND-CP dated 07 May 2009 of the Government amending and supplementing the List of prohibited goods and services under Decree No. 59/2006/ND-CP guiding the implementation of the Commercial Law on prohibited business goods and services, restricted business, and conditional business (“Decree No. 173”)
Decree No. 173, officially taking effect on 15 February 2025, has abolished all provisions related to restricted business, conditional business, as well as all related appendices. [20] This significant change in Decree No. 173 facilitates enterprises to proactively conduct production and business activities without facing legal barriers that are no longer suitable for the current market economy in Vietnam.
In practice, the abolition of the aforementioned lists does not mean “complete freedom” in conducting business activities for goods and services that were previously subject to control. Instead, the management approach shifts to specialized legal frameworks, assigning competent ministries and ministerial-level agencies the authority to develop and promulgate specific regulations appropriate to the characteristics of their respective management sectors.
[1] Clause 1 Article 1 of the Law Amending the Law on Auction
[2] Clause 2 Article 1 of the Law Amending the Law on Auction
[3] Clause 5 Article 1 of the Law Amending the Law on Auction
[4] Clause 6 Article 1 of the Law Amending the Law on Auction
[5] Clause 6, 7, 8 Article 1 of the Law Amending the Law on Auction
[6] Article 28 Article 1 of the Law Amending the Law on Auction
[7] Clause 1 Article 1 of Law No. 56
[8] Point a Clause 4 Article 3 of Law No. 56
[9] Clause 7 Article 3 of Law No. 56 and Article 3, 6 of Decree 41/2018/ND-CP
[10] Point c Clause 3 Article 3 of Law No. 56
[11] Clause 1 Article 6 of Law No. 56
[12] Clause 5 Article 6 and Clause 5 Article 10 of Law No. 56
[13] Clause 3 Article 2 of Law No. 57
[14] Clause 8 Article 2 of Law No. 57
[15] Clause 2 Article 3 of Law No. 57
[16] Clause 5 Article 3 of Decree 63/2018/ND-CP
[17] Clause 16 Article 3 of Law on PPP Investment
[18] Clause 1 Article 4 of Law No. 57
[19] Point b Clause 12 Article 3 of Law No. 57
[20] Clause 2 Article 1 of Decree No. 173
