1. Value-Added Tax Law No. 48/2024/QH15 dated 26 November 2024 (“2024 VAT Law”)
The 2024 VAT Law, passed by the National Assembly and officially effective from 01 July 2025, introduced numerous new provisions aimed at simplifying tax procedures, expanding the bases for tax collection, and ensuring fairness among taxable entities. Some notable new points are as follows:
First, the scope of value-added tax (“VAT”) taxable entities has been expanded with the addition of provisions on transactions related to digital platforms, specifically: (i) foreign suppliers that do not have a permanent establishment in Vietnam but conduct e-commerce or digital-platform business with Vietnamese organizations or individuals must declare and pay VAT; (ii) Vietnamese organizations purchasing services from foreign suppliers are responsible for withholding and remitting VAT on the suppliers’ behalf; and (iii) organizations managing e-commerce marketplaces or digital platforms with payment functions must withhold, declare and pay VAT on behalf of household businesses and individuals trading on such platforms.[1] These new provisions aim to ensure full and proper collection of tax from digital economic activities and to create a level playing field between the traditional economy and the digital economy.
Second, adjustments are made to the scope of goods and services not subject to VAT. Accordingly, certain items previously classified as not subject to VAT are now taxable, including: fertilisers, agricultural machinery and equipment, offshore fishing vessels, and certain securities trading services. At the same time, the 2024 VAT Law adds new items to the not-subject-to-VAT category, such as goods used for disaster relief, epidemic prevention and control, and goods included in the List of goods purchased, sold or exchanged by border residents,[2] so as to better reflect the true nature of these transactions.
Third, adjustments are made to regulations on taxable amounts. The 2024 VAT Law provides that the taxable amount of imported goods shall be uniformly determined in accordance with the Law on Export and Import Duties, comprising the customs value for import duty calculation plus relevant taxes such as additional import duty, special consumption tax, and environmental protection tax.[3] Notably, the new Law stipulates that the taxable amount shall be zero (0) for goods and services provided under lawful promotional activities, thereby resolving a long-standing practical difficulty in tax declaration.[4]
Fourth, adjustments are made to the tax rate framework for certain goods and services. The new Law(i) expands the scope of the 0% VAT rate to include international transportation, construction works abroad or in non-tariff zones, etc.; (ii) relocates certain items previously not subject to VAT to the 5% rate category in order to preserve input VAT deduction rights, including fertilizers and fishing vessels; (iii) relocates certain items previously subject to the 5% rate to the 10% rate in order to narrow preferential treatment, including unprocessed forest products, sugar and by-products thereof, cultural, exhibition and cinematographic activities, etc.[5]
In addition, the 2024 VAT Law further improves the mechanisms for input VAT credit and VAT refund, enhances transparency, and strengthens control of tax fraud.[6] For the first time, the Law expressly prohibits certain acts in relation to VAT deduction and refund, including the purchase and sale of invoices, creation of fictitious transactions, falsification of data, and collusion between enterprises and tax officials.[7]
2. Law No. 76/2025/QH15 dated 17 June 2025 amending and supplementing certain provisions of the Law on Enterprises (“2025 LOE”)
2025 LOE was passed and officially took effect on 01 July 2025 with notable new provisions as follow:
Introduction of the concept and management mechanism for “beneficial owners”, specially: a beneficial owner is defined as an individual who actually owns the charter capital or has controlling power over the enterprise, excluding the direct owner representative in enterprises in which the State holds 100% of charter capital and the representative of state capital contribution in joint-stock companies or limited liability companies with two or more members.[8] When carrying out business registration procedures, enterprises are now required to declare the information related to these individuals and attach the List of Beneficial Owners.[9] This new provision aims to further enhance transparency of ownership structures and to prevent money laundering, fraud, or tax evasion – loopholes in the legal framework that have recently been exploited for illicit gain, most notably in the major and high-profile Truong My Lan case.
Expansion of the categories of persons entitled to establish and manage enterprises. Notably, 2025 LOE now permits certain officers, civil servants and public employees working in the fields of science, technology, innovation and national digital transformation to establish, manage or contribute capital to enterprises,[10] in order to implement the policy of piloting special mechanisms and policies to create breakthroughs in the development of science, technology, innovation and national digital transformation.
Adjustments concerning the reduction of charter capital of joint-stock companies, specially:
- In the case of charter capital reduction pursuant to a resolution of the General Meeting of Shareholders, 2025 LOE removes the previous requirement that the company must have operated continuously for 02 years or more from the date of enterprise registration. Instead, it is sufficient that the total operating period reaches 02 years or more (excluding periods of registered temporary suspension of business). [11]
- Addition of a new scenario, where the company repays the capital contribution to shareholders who own redeemable preference shares.[12]
Adjustments to the liability of the legal representative of the enterprise, by expanding the scope of liability of the legal representative to cover civil, administrative and criminal liability (where applicable).[13]
3. Law No. 85/2025/QH15 dated 25 June 2025 amending and supplementing certain provisions of the Civil Procedure Code, the Law on Administrative Procedures, the Law on Juvenile Justice, the Law on Bankruptcy, and the Law on Mediation and Dialogue at Court (“Law No. 85”)
On 25 June 2025, the National Assembly passed Law No. 85 in order to refine the legal system, meet the requirements of judicial reform, and resolve practical difficulties. The following are the most notable amendments in the civil area:
Establishment of a legal framework to operationalize the reform of the People’s Courts system into a three-tier model, including the introduction of the new Regional People’s Courts. Specifically: Regional People’s Courts shall inherit the jurisdiction and duties previously exercised by District-level People’s Courts; numerous cases that formerly fell under the jurisdiction of Provincial-level People’s Courts shall be transferred to Regional People’s Courts in order to reduce the workload of Provincial-level People’s Courts.[14] For certain specialized matters concerning bankruptcy, intellectual property, and technology transfer, the Regional People’s Court corresponding to the relevant territory shall have jurisdiction.[15] With respect to the review of a request for annulment of an arbitral award or the registration of an ad hoc arbitral award, jurisdiction shall lie with the Economic Court of the People’s Court of Hanoi City, Da Nang City, or Ho Chi Minh City, according to the respective territorial scope.[16]
Amendment and supplementation of the duties and functions of Provincial-level People’s Courts. Specifically, Provincial-level People’s Courts shall have appellate jurisdiction over judgments and decisions in civil matters rendered by Regional People’s Courts that have not yet taken legal effect and are the subject of appeal or protest.[17] In particular, Provincial-level People’s Courts shall have authority to conduct cassation review and retrial review in respect of judgments and decisions of Regional People’s Courts that have already taken legal effect.[18]
The new provisions on jurisdiction by court level shall apply correspondingly to administrative cases in order to ensure uniformity throughout the court system.
- Decree No. 168/2025/ND-CP dated 18 February 2025 on enterprise registration (“Decree 168”)
Decree 168, taking effect on 01 July 2025, introduced significant improvements in establishing a streamlined and comprehensive procedure for enterprise establishment, labour declaration, social insurance, etc.
Accordingly, the Decree permits enterprises to apply for multiple procedures simultaneously within a single dossier, with the aim of saving time and costs for enterprises while enhancing the efficiency of administration of enterprise registration dossiers.[19]
In addition, Decree 168 places strong emphasis on the digitalization of processes and procedures.[20] Enterprise registration shall be fully consolidated on the National Enterprise Registration Database (“NERD”).[21] Registration of household businesses is encouraged to be conducted electronically, whereby the Household Business Registration Database shall form an integral component of the NERD.[22]
Furthermore, Decree 168 amends the previous requirements regarding documents that must bear a seal. Notably, in the enterprise registration dossier, it is no longer mandatory to affix the company seal on documents such as the application for enterprise registration, minutes of meetings, etc.[23] Enterprises are recommended to take note of the above new points in order to prepare standardized and legally compliant dossiers.
4. Decree No. 104/2025/ND-CP dated 15 May 2025 elaborating certain provisions and providing measures for the enforcement of the 2024 Law on Notarization (“Decree 104”)
Decree 104 officially took effect on 01 July 2025, with some key points as follows:
The Decree has expanded the regulated scope of the Law on Notarization to diplomats, diplomatic missions, and consular missions.[24]
The Decree has added new provisions, enabling notary offices to operate under the sole proprietorship model. At the same time, notary offices can be converted from the sole proprietorship model to a partnership when meeting certain conditions on operations and asset-related obligations.[25]
Notably, Decree 104 has specified the scope of transactions to which electronic notarization is applied to ensure the authenticity, reliability and cyber information security of electronic notarization activities, including: (i) Direct electronic notarization, which is applicable to all civil transactions; (ii) Online electronic notarization, which is applicable to civil transactions, except for wills and civil transactions that are other unilateral legal actions; (iii) Diplomatic missions conducting electronic notarization for notarized transactions of overseas representative missions of Vietnam.[26]
6. Decree No. 219/2025/ND-CP dated 07 August 2025 regulating foreign workers working in Vietnam (“Decree 219”)
In response to the increasing demand for attracting experts and highly qualified human resources in key sectors such as semiconductor, artificial intelligence, and digital transformation, the Government issued Decree 219 with the aim of creating a streamlined legal framework, enhancing administrative procedures, and shortening the process of granting work permits for foreign workers in Vietnam. Typically: (i) Foreign workers who are certified by ministries, ministerial agencies, or provincial People’s Committees to enter Vietnam to work in finance, science, technology, innovation, national digital transformation, priority socio-economic development sectors, or foreign workers who are certified by the Ministry of Education and Training to enter Vietnam to transfer international education programs shall be exempt from the requirement for a work permit;[27] (ii) Administrative procedures for the issuance and renewal of work permits are simplified by integrating the requirement to “explain the demand for foreign labor” directly into the application dossier;[28] (iii) The authority to issue, reissue, renew, revoke work permits, and confirmations of exemption from work permit requirements is vested to the Provincial People’s Committee;[29] (iv) Allow foreign workers who have been granted work permits to work in multiple different provinces and cities (enterprises must notify the competent authority at the new place of intended work at least 03 working days before the foreign employee starts work).[30]
At the same time, Decree 219 annuls the obligation to periodically report on the use of foreign workers every 6 months, thereby reducing the administrative burden for organizations and enterprises that employ foreign workers.
7. Decree No. 226/2025/ND-CP dated 15 August 2025 amending and supplementing provisions of the decrees elaborating the Land Law (“Decree 226”) and Decree No. 230/2025/ND-CP dated 19 August 2025 regulating on cases of exempt, reduction of land levies, land rents in accordance with Clause 2 Article 157 of the 2024 Land Law (“Decree 230”)
Decree 226 officially took effect on 15 August 2025, introducing new and significant regulations on land value, resettlement support, and land use management in investment projects. In particular:
Regarding the appraisal of land value: the Decree supplements the mechanism for appraising land value based on the composite dataset of land value collected from statutory sources, except for data sources from tax authorities which are no longer in use,[31] the selection of land parcels information for comparison is prioritized in order of closest proximity to the land parcel being appraised and is not limited by the administrative boundaries of the commune-level administrative divisions within the same province.[32] The above regulation has expanded the scope of data used for comparison, helping land value appraisal more closely aligned with the market conditions. Notably, Decree 226 supplements certain new regulations: the sale of off-plan real estate contracts shall not be considered market conveyance transactions for comparison when appraising land value,[33] as such transactions do not fully reflect the true value of land at the appraisal period, thereby ensuring land prices align with actual market values.
Regarding the land value bracket: Decree 226 annuls the provisions on land value bracket under previous decree, thereby granting localities greater autonomy and responsibility in promulgating Land Value List that is more accordant with actual market value, eliminate the land value ceiling; therefore, the calculation of land-related financial obligations and compensation when repossessing land will be closer to market value, contributing to increasing transparency and fairness in land management.
Regarding recompense, support, and resettlement arrangements when the State repossesses land: Decree 226 allows households to self-agree and declare the number of household members eligible for compensation and support, and they must be responsible for this information.[34] Additionally, households and individuals whose land is repossessed may be supported in training, career transition, and job seeking, or be supported in the sale, lease, or lease-purchase of housing.[35]
Decree 230 took effect on 19 August 2025, with certain regulations to implement investment incentives and social security policies, such as: (i) Exempting land levies for land allocation to households and individuals in residential clusters in flood-prone areas of the Mekong Delta and households in fishing villages, those living on rivers and lagoons who are relocated to resettlement areas; (ii) Reducing by 30% the annual land levy in cases of using land for both defense and production and economic construction purposes; (iii) Exempting from land rent in cases of using land to construct headquarters of credit institutions, financial institutions operating not for profit purposes, scientific research facilities…; (iv) Consideration for reducing land rent corresponding to the damaging period in cases of being affected by natural disasters, fires, or force majeure accidents.[36]
8. Resolution No. 05/2025/NQ-CP dated 09 September 2025 on pilot implementation of the crypto asset market in Vietnam (“Resolution 05”)
Resolution 05 took effect on 09 September 2025, and has established a legal framework to strictly regulate the issuance, centralized trading, and licensing of organizations providing services for crypto assets:
For the first time, crypto assets are recognized as assets within the Vietnamese legal framework in the form of digital data, which are created, issued, stored, transferred, and authenticated by digital technologies within an electronic environment.[37] Therefore, for Vietnamese enterprises issuing crypto assets, the following conditions must be satisfied: (i) The assets issued must be backed by real underlying assets and not by securities or fiat currencies; (ii) Only offered for sale to foreign investors; and (iii) Crypto assets can only be traded between foreign investors through licensed providers.[38]
Domestic investors must bring crypto assets to centralized trading service providers licensed by the Ministry of Finance to engage in custody, purchase, and sale in Vietnam. After 6 months from the date on which the first service provider is licensed, any transaction conducted outside the licensed providers shall be subject to administrative sanctions or criminal prosecution.[39]
In addition, to be granted a License to provide services for organizing crypto asset trading markets, enterprises must meet the conditions on capital, shareholder capacity, professional procedures, etc.[40]
It is apparent that Resolution 05 marks a pivotal strategic step in approaching and managing the new financial technology sector; demonstrating Vietnam’s initiative and determination in piloting, learning, and developing a legal framework for the crypto assets market to exploit its potential in a manner that is controlled, transparent, and secure.
[1] Clause 4, Clause 5 Article 4 of 2024 VAT Law
[2] Article 5 of 2024 VAT Law
[3] Point b Clause 1 Article 7 of 2024 VAT Law
[4] Point c Clause 1 Article 7 of 2024 VAT Law
[5] Article 9 of 2024 VAT Law, as amended by Article 4 of Law No. 90/2025/QH15
[6] Article 14 and Article 15 of 2024 VAT Law, as guided by Article 24 of Decree No. 181/2025/ND-CP
[7] Article 13 of 2024 VAT Law
[8] Point d Clause 1 Article 1 of 2025 LOE
[9] Clause 3 Article 1 of 2025 LOE
[10] Clause 6 Article 1 of 2025 LOE
[11] Point a Clause 17 Article 1 of 2025 LOE
[12] Clause 17 Article 1 of 2025 LOE
[13] Clause 4 Article 1 of 2025 LOE
[14] Clause 2 Article 1 of Law No. 85
[15] Article 4 and Clause 2 Article 1 of Law No. 85
[16] Clause 2 Article 1 of Law No. 85, Article 2 of Resolution No. 81/2025/UBTVQH15
[17] Clause 4 Article 1 of Law No. 85
[18] Clause 1 Article 1 of Law No. 85 amending and supplementing Article 18 of the 2015 Civil Procedure Code; Clause 4 Article 1 of Law No. 85 amending and supplementing Article 37 of the 2015 Civil Procedure Code; Article 357 of the Civil Procedure Code; Clause 1 Article 2 of Law No. 85 amending and supplementing Article 24 of the 2015 Law on Administrative Procedures; Clause 5 Article 2 of Law No. 85 amending and supplementing Article 32 of the 2015 Law on Administrative Procedures; Article 286 of the 2015 Law on Administrative Procedures.
[19] Clause 6 Article 4 of Decree 168
[20] Clause 1 Article 112 of Decree 168
[21] Clause 6 Article 3 of Decree 168
[22] Clause 7 Article 3 of Decree 168
[23] Clause 5 Article 4 of Decree 168
[24] Article 2 of Decree 104
[25] Article 17 of Decree 104
[26] Article 48 of Decree 104
[27] Clause 14, 15 Article 7 of Decree 219
[28] Clause 1 Article 18, Point b Clause 1 Article 20, Clause 1 Article 27 of Decree 219
[29] Clause 1 Article 4 of Decree 219
[30] Clause 5 Article 22 of Decree 219
[31] Point a Clause 2 Article 1 of Decree 226
[32] Point b Clause 2 Article 1 of Decree 226
[33] Clause 1 Article 1 of Decree 226
[34] Clause 4 Article 2 of Decree 226
[35] Clause 5 Article 2 of Decree 226
[36] Article 4, Article 5 of Decree 230
[37] Clause 1 Article 3 of Resolution 05
[38] Article 5, Article 6 of Resolution 05
[39] Clause 2 Article 7 of Resolution 05
[40] Article 8 of Resolution 05
