Tilleke & Gibbins has contributed the Vietnam chapter to Corporate Governance 2025, part of the International Comparative Legal Guides (ICLG) series published by Global Legal Group. This respected guide offers comprehensive, jurisdiction-specific overviews of corporate governance laws and practices around the world. Each jurisdictional chapter follows a clear Q&A format, providing practical insights into critical issues such as: Sources of corporate governance regulation Shareholders’ rights, powers, and responsibilities Structure and duties of management bodies Stakeholder involvement in governance Transparency and reporting requirements ESG and sustainability-related obligations Cybersecurity and technology-related disclosures The Vietnam chapter was authored by Tram Ngoc Bich Nguyen, Truc Thi Thanh Tran, Dung Thi Phuong Le, and Quang Minh Vu, members of Tilleke & Gibbins’ corporate and commercial team in Ho Chi Minh City. The authors provide detailed analysis of Vietnam’s corporate governance framework, including recent developments such as the 2025 amendments to the Law on Enterprises requiring disclosure of ultimate beneficial ownership and the increasing emphasis on sustainable business practices and responsible corporate conduct. The chapter also discusses practical considerations for foreign investors in Vietnam, such as overlapping signing authorities between key company officers, enforcement of shareholders’ agreements, and disclosure obligations related to ownership and management roles. The complete Vietnam chapter is available as a PDF below. The Vietnam chapter—and the full Corporate Governance 2025 guide—are also freely available on the ICLG website.

On June 17, 2025, the National Assembly of Vietnam adopted Law No. 76/2025/QH15 (Amended LOE) amending and supplementing the 2020 Law on Enterprises, which aims to reshape the legal framework to enhance transparency and alignment with international standards. The Amended LOE took effect from July 1, 2025. Below are key notes on the Amended LOE. Recognition of Beneficial Owners The beneficial owner (BO) concept was previously addressed under Vietnam’s anti-money laundering framework. However, the formal recognition of a BO in the Amended LOE marks a pivotal advancement in embedding ownership transparency into corporate governance, in line with the G7 Financial Action Task Force’s standards on anti-money laundering and counter-terrorism financing. Under the Amended LOE and Decree No. 168/2025/ND-CP of the government dated June 30, 2025, on enterprise registration (Decree 168), a BO is identified through either equity ownership or control rights. Equity ownership: Individuals holding 25% or more of a company’s charter capital or voting shares, either directly or indirectly, qualify as BOs. Indirect ownership is further defined as ownership of at least 25% of charter capital or voting shares through an intermediary organization. Control rights: Individuals with the authority to make or influence major decisions are considered BOs. The actual control over a company includes the power (i) to appoint or remove most or all members of the board of directors or the members’ council or the general director of a company; (ii) to amend the charter; or (iii) to decide other key matters specified in the company’s charter. Notably, individuals representing state ownership in state-owned enterprises are excluded from the scope of the BO concept. Companies are responsible for collecting, updating, and retaining information about BOs and cooperating with authorities when requested to identify BOs, among other obligations. Additionally, any companies registered before July 1, 2025, must

In cross-border disputes, a recurring concern for claimants is whether they can protect respondents’ assets located in jurisdictions other than the seat of arbitration. This article explores whether Thai courts can issue interim measures, such as freezing orders, under Section 16 of the Thai Arbitration Act (2002) to support an arbitration seated outside of Thailand. Requesting Interim Measures Section 16 provides that a party to an arbitration agreement may request that the court impose interim measures, either before or during arbitral proceedings. If the court determines that it would have been able to impose such measures had the proceedings been conducted in court, it may proceed as requested. Notably, Section 16 does not limit its application to arbitrations seated in Thailand. It simply refers to “a party to an arbitration agreement,” which arguably includes both domestic and international arbitrations. Further, it allows for applications even before arbitration is commenced, provided that the arbitration is initiated within thirty days from the issuance of the order (or other period the court prescribes). A Hypothetical Scenario Consider the following scenario: Company A, incorporated in the Netherlands, and Company B, incorporated in the Cayman Islands, have entered into a contract containing a clause requiring arbitration at the Singapore International Arbitration Center (SIAC). A dispute arises, and Company A commences arbitration at SIAC. Company B holds significant assets in Thailand, such as bank accounts or real estate. Concerned that Company B might dispose of its assets before an award is rendered, Company A applies to the Thai court seeking a freezing order over those assets. Can the Thai court issue such an interim measure? The answer is not straightforward. Thai law is silent regarding whether Section 16 applies to arbitrations seated outside Thailand, leaving the door open for argument. Some academic sources suggest that

Vietnam’s electric vehicle (EV) industry is experiencing rapid growth, driven by a strong wave of new legislation, strategic plans, and government incentives. The government’s clear commitment to electrification is attracting foreign investment, supporting advanced production, and reducing reliance on internal combustion engine (ICE) imports. Recent national strategies, sector regulations, and technical standards demonstrate a rare level of regulatory momentum in Southeast Asia, positioning Vietnam as a competitive player in the global EV supply chain and an attractive market for foreign investors. An overview of legal developments for the EV sector in Vietnam is presented below. National Action Program for Green Transportation A key driver of Vietnam’s EV growth has been the National Action Program for Green Transportation through 2050 stipulated in Decision No. 876/QD-TTg of the prime minister dated July 22, 2022. The National Action Program sets a detailed roadmap for the green energy transition in road transport. For the period 2022–2030, the focus is on promoting the manufacturing, assembly, import, and conversion of road motor vehicles to electric power, expanding the use of 100% E5 gasoline for road vehicles, developing charging infrastructure to meet the needs of residents and businesses, and encouraging both new and existing bus stations and rest stops to meet green criteria. For the period 2031–2050, the roadmap aims to gradually restrict and ultimately cease by 2040 the manufacturing, assembly, and import of fossil fuel-powered cars, motorcycles, and mopeds for domestic use. By 2050, the goal is for 100% of road motor vehicles and construction vehicles participating in traffic to use electricity or green energy, for all bus stations and rest stops to meet green criteria, and for all machinery and equipment for loading and unloading to transition from fossil fuels to electricity or green energy. The program also calls for the completion of nationwide