Six significant laws and decrees took effect in mid-2025, reshaping how businesses operate across promotions, corporate governance, e-invoicing, electronic signatures, and land rent. This update covers each change and what action, if any, your business needs to take.

1. Promotion Rules Tightened: Circular 39/2025/TT-BCT

Effective from 1 July 2025, Circular No. 39/2025/TT-BCT issued by the Ministry of Industry and Trade sets firm caps on promotional values and discount rates.

Who is covered

Circular 39 applies to all traders conducting promotions in Vietnam — including those operating through wholesalers, retailers, agents, or franchisees, and those providing promotional services on behalf of others. Vietnamese traders, their branches, and branches of foreign traders are all covered. Representative offices are explicitly excluded and cannot conduct or commission promotional activities.

The 50% cap — and when it does not apply

As a general rule, the material value of a promotional item cannot exceed 50% of the pre-promotion selling price of the promoted goods or services. The same 50% cap applies to the total value of promotional goods or services across an entire promotion program.

These caps do not apply to:

A 100% promotional value is permitted for: (a) government-approved trade promotion programs; (b) centralized promotions under central or provincial authority decisions; and (c) holiday promotions under labor law, including up to 30 days before the Lunar New Year.

Discount cap rules

The maximum discount on any goods or services in a promotion is capped at 50% of the pre-promotion price. A 100% discount applies under centralized government-sponsored promotions. No cap applies to goods under state price stabilization policies, fresh food products, or goods from businesses undergoing bankruptcy, dissolution, or sector change.

What businesses must do

Review all current and upcoming promotion programs against the 50% cap. Programs structured around bundled giveaways, high-value loyalty rewards, or steep discount campaigns will need to be reassessed. The exception categories above may provide a workable path for certain program designs.

2. Enterprises Law Amended: Beneficial Ownership and Corporate Governance

On 17 June 2025, the National Assembly adopted the 2025 Amended Enterprises Law, effective from 1 July 2025. The Government simultaneously passed Decree 168/2025/ND-CP on the same effective date. These amendments introduce mandatory beneficial ownership disclosure obligations that all Vietnamese enterprises must now comply with.

Beneficial owner — new definition

A beneficial owner under the amended law is any natural individual who ultimately owns or controls an enterprise. State representatives in fully State-owned enterprises or State-capital companies are excluded.

Under Decree 168/2025/ND-CP, an individual qualifies as a beneficial owner if they:

Organizational shareholders: a separate notification obligation

Decree 168 does not classify corporate shareholders as "beneficial owners." However, where a shareholder is an organization holding 25% or more of voting shares, the enterprise or its founder must notify the provincial Business Registration Authority of that organization's details, including its name, enterprise code, registered address, and ownership percentage.

Enterprise obligations

All enterprises must now:

Existing enterprises are not required to file immediately. They must provide beneficial owner information and organizational shareholder details upon their next business registration amendment — unless they choose to file voluntarily before that point.

Market value of shares

The amended law introduces clearer rules for valuing capital contributions and shares. For listed or registered shares, value is based on the average trading price over the past 30 days, a negotiated price, or a licensed valuer's assessment. For unlisted shares or contributions, value is determined by the most recent transaction price, a negotiated price, or a licensed valuation organization.

Prohibitions on false declarations

Article 16 of the Enterprises Law now reinforces strict prohibitions on false declarations in enterprise registration — including falsely declaring charter capital, failing to contribute the full registered amount without registering a capital reduction, and intentionally misvaluing contributed assets.

What businesses must do

All enterprises should identify their beneficial owners against the 25% ownership and control criteria now. Corporate shareholders meeting the 25% threshold should be identified for notification purposes. The obligation to file is triggered at your next registration amendment — but early voluntary submission is permitted and reduces compliance risk. For businesses with complex or layered ownership structures, this is a good moment to review the structure with your legal advisers.

3. E-Invoice Rules Updated: Decree 70/2025/ND-CP and Circular 32/2025/TT-BTC

Two instruments — Decree 70/2025/ND-CP (effective 1 June 2025) and Circular 32/2025/TT-BTC (effective 1 June 2025) — significantly update the e-invoice framework under Decree 123/2020/ND-CP.

Timing rules for issuing e-invoices

Correcting e-invoice errors: the new framework

Decree 70 sets out specific procedures depending on the nature of the error:

Error identified before the invoice is sent to the buyer

Issue a replacement invoice with correct details, noting: "Replaces Invoice Form No... Serial No... Invoice No... Date..."

Error identified after sending — buyer name or address only (but correct tax code)

No new invoice is required. The seller notifies the tax authority using Form 04/SS-HDDT.

Critical errors

(Wrong tax identification number, incorrect invoice amount, wrong VAT rate, VAT amount, or incorrect product specifications.)

Other scenarios

Authorization to issue e-invoices (Circular 32)

Organizations and enterprises may now authorize a third party to prepare and issue e-invoices on their behalf. The authorization must be in writing and submitted to the tax authority at the time of e-invoice registration.

High-risk taxpayer criteria (Circular 32)

Circular 32 introduces risk indicators that may flag a business for closer scrutiny. These include: AML-flagged owners or legal representatives; business operations outside the province of the registered head office; prior administrative sanctions for invoice violations; long-term tax debt; and abandoned or fictitious registered addresses.

What businesses must do

Update invoice management processes and templates to reflect the new error-correction procedures. Finance and accounting teams should be briefed on the new timing rules for invoice submission. If you use a third party for e-invoice issuance, confirm that the written authorization is in place and properly filed with the tax authority.

4. Electronic Signatures: Decree 23/2025/ND-CP

Decree 23/2025/ND-CP, effective from 10 April 2025, provides the regulatory framework for electronic signatures and trusted services in Vietnam.

The Decree introduces detailed requirements for "Safety Ensured Specialized E-Signatures." These must satisfy the conditions under Article 22.2 of the 2023 Law on Electronic Transactions: identity verification, sole control by the signatory, and verifiability. When backed by a digital certificate, a Safety Ensured Specialized E-Signature carries the same legal weight as a handwritten signature under Article 23.2 of the same law.

These signatures are valid for internal operations, professional activities within the same sector, and transactions with third parties. Enterprises may apply to the competent authorities to obtain this type of signature.

What businesses must do

Businesses operating in sectors where electronic documentation is routine — finance, logistics, real estate, and software in particular — should assess whether their current e-signature arrangements meet the Decree 23 requirements. Where they do not, an application for a Safety Ensured Specialized E-Signature may be warranted.

5. Land Rent Relief for 2024: Decree 87/2025/ND-CP

Decree 87/2025/ND-CP, effective from 11 April 2025, provides a 30% reduction in land rent for the year 2024 for qualifying enterprises.

To qualify, an enterprise must satisfy two conditions:

The Decree also sets out detailed application procedures for submitting rent reduction requests.

What businesses must do

If your business leases land directly from the State on an annual payment basis, review whether you qualify for the 2024 reduction. Gather the required documentation — land lease agreement and Land Use Rights Certificate — and submit the application in accordance with Decree 87's prescribed procedures. This is a time-sensitive benefit for the 2024 year.

Summary: Key Actions and Timelines

Change Effective date Action required
Circular 39 — promotion caps 1 July 2025 Review all promotion programs against the 50% cap
Amended Enterprises Law / Decree 168 — beneficial ownership 1 July 2025 Identify beneficial owners; file at next registration amendment or earlier
Decree 70 / Circular 32 — e-invoices 1 June 2025 Update invoice templates and error-correction procedures
Decree 23 — electronic signatures 10 April 2025 Assess whether current e-signatures meet the new requirements
Decree 87 — land rent reduction 2024 11 April 2025 Submit application with supporting documents for 2024 land rent reduction

About the Author

Michael Lee is a Partner at Dilinh Legal, bringing over a decade of experience from two international law firms in Vietnam. He advises on Corporate & M&A, FDI, and regulatory matters. Michael was ranked by Chambers Asia and Legal500 as a leading lawyer in Corporate & M&A from 2014 to 2019.

This article is for general information only and does not constitute legal advice. For further information, please contact Dilinh Legal at contact@dilinh.com | +84 (28) 73000864 | dilinh.com