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Legal Bulletin: June 2025

1. Policies for development of the private economy

On 17 May 2025, the National Assembly adopted Resolution No. 198/2025/QH15 (“Resolution 198”) providing for special policies to develop the private economy. Major policies outlined in Resolution 198 are as follows:

Improvement of business environment

Resolution 198 sets out the directions for improvement of business environment, including among others, the following principles:

  • Reducing inspections and examinations of enterprises;
  • Improving the legal framework and removing barriers to market access;
  • Removing discrimination among enterprises from economic sectors in the mobilization, allocation and utilization of resources, including capital, land and natural resources and other economic resources;
  • Clearly distinguishing responsibilities between enterprises and individuals in handling violations, as well as criminal, administrative and civil liability;
  • Dismissing retroactive application of legal provisions that are disadvantageous to enterprises; and
  • Expanding the cases and criteria for courts to decide on applying simplified bankruptcy procedures.

Land and manufacturing premises

Provincial people’s committees are allowed to use the local budget to support the development of infrastructure in industrial zones, industrial clusters, and incubation zones (collectively “industrial zones”). Developers of industrial zones who receive infrastructure support are required to reserve part of the land area with developed infrastructure within the project for high-tech enterprises, small and medium-sized enterprises (“SMEs”), and creative start-up enterprises to lease (the specific land area will be determined by the provincial people’s committee). These enterprises are also entitled to a reduction of at least 30% in land rentals for 5 years. The amounts of land rental support will be reimbursed to the developers of industrial zones by the State.

Credit support

Loans for green projects with supporting environmental, social and governance (ESG) principles will be entitled to interest rate support of 2% per year. Further guidelines on this will be issued by the Government.

Tax incentives

Resolution 198 introduces various tax incentives for innovation start-up activities and for SMEs, specifically:

  • Corporate income tax (“CIT”) exemption for 2 years and a 50% CIT reduction in the subsequent 4 years for income generated from innovative start-up activities by innovative start-up enterprises, innovative start-up investment fund management companies, and innovative start-up supporting intermediary organisations. There is also a personal income tax (“PIT”) exemption for 2 years and a 50% PIT reduction in the subsequent 4 years on salaries and wages of experts and scientists working for these companies/organisations.
  • CIT and PIT exemptions for income generated from the transfer of shares, capital contribution portions, the right to contribute capital, the right to purchase shares, and the right to purchase capital contribution portions in innovative start-up enterprises.
  • CIT exemption for the first 3 years for SMEs. Training expenses paid by large enterprises for employees of SMEs to join in valuable chains are deductible.

Scientific research and development

Enterprises may allocate up to 20% of the assessable income to set up their scientific, technological development, innovation, and digital transformation funds. Furthermore, enterprises can deduct 200% of the actual expenses for research and development activities.

Private sector participation in national important projects

Private enterprises may invest in nationally important projects and projects of great significance to socio-economic development.

For certain projects, such as key scientific research projects, high-speed railway projects, urban railway projects, energy infrastructure projects, digital infrastructure projects, or green traffic projects, the selection of contractors/investors shall be conducted through ordering, limited bidding, direct appointment, or other appropriate forms in accordance with the laws.

2. Appraisal of fire prevention and firefighting designs

On 15 May 2025, the Government issued Decree No. 105/2025/ND-CP (“Decree 105”) implementing the Law on Fire Prevention and Firefighting, Rescue and Salvage 2024.

Effective from 1 July 2025, Decree 105 replaces Decree 83/2017/ND-CP (as amended), Decree 136/2020/ND-CP (as amended) and Decree 78/2011/ND-CP. Below are the key provisions on the appraisal of fire prevention and firefighting (FPF) designs for construction works.

Annex III of Decree 105 provides a list of construction works subject to appraisal of FPF designs by competent agencies upon design, renovation, or change of utility.

The principal contents of an FPF design are outlined in the Law on Fire Prevention and Firefighting, Rescue, and Salvage 2024. With respect to the contents that require appraisal by construction agencies (including FPF distance; roads, parking lots, and open space for FPF activities; escape solutions; proposed fire resistance levels, solutions to prevent fire and prevent fire from spreading; and smoke prevention solutions), Decree 105 provides that these contents must be presented in feasibility study reports as well as construction designs developed after the basic design of the projects, and appraised during the process of appraisal of these documents. The construction agency shall return the appraisal results to project developers or owners of the works in accordance with construction laws.

With respect to the contents that require appraisal by public security agencies (including the electrical system for FPF; and FPF equipment and systems), project developers or owners of the works shall submit their FPF design dossier to the competent public security agency for appraisal. The appraisal will be completed within 10 days (for works of projects categorised as nationally important projects or Group A projects pursuant to laws on public investment), or 6 working days (for other works) from the date of receipt of a valid dossier. If the dossier satisfies the prescribed requirements, the competent public security agency shall issue a document appraising the FPF design (as per Form No. PC12 of Decree 105) and affix the seal (as per Form No. PC14 of Decree 105) to the appraised FPF design dossier and return them to the project developer or owner of the works.

The authority to appraise FPF designs by public security agencies is provided under Circular 36/2025/TT-BCA dated 15 May 2025 of the Ministry of Public Security.

3. Regulations relating to public companies

On 5 May 2025, the Ministry of Finance issued Circular No. 19/2025/TT-BTC (“Circular 19”) providing regulations on public company registration, revocation of  public company status, and audited reporting on contributed charter capital. Circular 19 takes effect from the date of signing.

The dossier for registration as public company and dossiers relating to the revocation of  public company status must be made in one original set in Vietnamese. If a dossier contains copies of documents, the copies must be taken from the original book or be certified. Any document in foreign language must be accompanied by a certified Vietnamese translation issued by a competent agency.

A joint stock company stipulated in Article 32.1(a) of the Law on Securities (as amended) is required to submit a dossier for public company registration (including documents required under Circular 19) to the State Securities Commission (SSC) within 90 days from the date it completes the capital contribution and achieves the shareholding structure according to that Law. The SSC shall review the registration dossier and require the company to amend and supplement the registration dossier if the dossier is incomplete. The company must complete its dossier within 60 days from the date of the SSC’s request. The SSC shall certify the completion of the public company registration within 15 days after receipt of a valid and complete registration dossier.

Regarding audited report on the contributed charter capital, which must be included in the registration dossier, Circular 19 provides that such a report must be prepared using the form in its Annex 1 and cover a period of at least 10 years. If any company has an operational term below 10 years, then the report period will be calculated from the time of its establishment.

Circular 19 also provides procedures for revocation of public company status in the following cases: (i) the company fails to satisfy one of the conditions of being a public company; (ii) the company fails to disclose information on the audited annual financial statements for 2 consecutive years; (iii) the company fails to disclose information on resolutions of the annual General Meeting of Shareholders for 2 consecutive years; and (iv) the company fails to register its shares at the Vietnam Securities Depository and Clearing Corporation or fails to register for listing or register for share trading on the Stock Exchange within 1 year from the date the SSC certifies the completion of the public company registration.

4. Safety in mineral mining

The Ministry of Industry (MOIT) issued Circular No. 24/2025/TT-BCT (“Circular 24”) dated 13 May 2025 providing for preparation and approval of risk management plan in mineral extraction. Circular 24 takes effect from 1 July 2025.

Mining enterprises have to prepare a risk management plan in mineral extraction, covering, among other things, a safety management report, a risk assessment report and an emergency response plan. Enterprises that mine minerals using the pit method must submit their risk management plan to the Industrial Safety Techniques and Environment Agency (under the MOIT) or the relevant provincial people’s committee for approval, specifically:

  • For new mining projects, the risk management plan using the pit method must be approved at least 7 working days before commencement of construction and before the mining pit is put into use;
  • For mining projects in the mine facility construction stage, the risk management plan using the pit method must be approved at least 7 working day before the facility is put into use;
  • For mining projects that have been put into operation before 1 July 2025, the risk management plan using the pit method must be approved before 1 July 2027.

With respect to enterprises that mine minerals by the open-cast method, they are responsible for approving their own risk management plan before commencement of construction of open-cast mine facility (for new mining projects) or before 1 January  2026 (for mining projects in the open-cast mine facility construction stage or have been put into operation).

5. Online sale of medicines

The Law No. 44/2024/QH15, amending the Law on Pharmacy, allows the online sale of medicines (except some types of medicines). The requirements with which medicine retailers and medicine wholesalers must comply to sell medicines online are now prescribed in Circular No. 11/2025/TT-BYT (“Circular 11”) dated 16 May 2025 of the Ministry of Health. Circular 11 takes effect from 1 July 2025 and amends several Circulars concerning good pharmacy practices, good distribution practices and good storage practices.

Under Circular 11, prior to starting or terminating the online sale of medicines, medicine retailers and medicine wholesalers must provide a written notice to the provincial health agency. The notice of online sale of medicines and the notice of termination of online sale of medicines shall be made on different forms issued together with Circular 11. A list of medicine retailers and medicine wholesalers conducting online business must be published on the provincial health agency’s website.

There are also additional requirements for medicine retailers conducting online sale of medicines, such as providing online guidance and advice about the use and storage of medicines before selling; proof of online guidance and advice must be kept at least 24 months; storage conditions and the time frame within which medicines must be delivered must appear on the packaging, etc.