You are using an outdated browser and your browsing experience will not be optimal. Please update to the latest version of Microsoft Edge, Google Chrome or Mozilla Firefox. Install Microsoft Edge

April 19, 2022

Vietnam Updates Regulations on Organization and Operation of Private Schools

Subscribe to Updates

On December 30, 2021, Vietnam’s Ministry of Education and Training issued Circular No. 40/2021/TT-BGDDT promulgating the Regulations on Organization and Operation of Private Primary Schools, Secondary Schools, High Schools, and Multi-level Schools (Circular 40), which took effect on February 14, 2022, replacing Circular No. 13/2011/TT-BGDDT.

Circular 40 sets forth provisions for the organization and operation of private primary and secondary schools, including regulations on school organization and management; teachers, administrators, staff, and students; facilities, finances and assets; inspection, examination, and accreditation of education quality, rewards, and handling of violations.

School Board

Circular 40 has replaced the term “Board of Management” of the school, which had previously caused much confusion and misunderstanding under Circular 13, with the term “School Board.” Similarly, to avoid any confusion and inconsistency, Circular 40 also has removed regulations on “members’ councils,” which would typically be subject to the laws on enterprises, but are not under the regulations on schools.

The provisions related to the School Board, summarized below, are the most significant changes introduced by Circular 40.

Establishment and Composition

Circular 40 affirms that the School Board of a private high school is the governing body of the school.

The members of the School Board of a private school comprise representatives of the investors and members within and outside the school who are elected or decided upon by a meeting of the investors, and recognized by the competent authority (e.g., chairperson of the district or provincial People’s Committee, depending on the level of the school). Any changes to the members of the School Board must be submitted annually to the competent authority for recognition.

The term of the School Board is five years. In a new requirement under Circular 40, the School Board must have an odd number of members, with at least five and no more than 15 people.

Rights and Obligations

Under Article 7.4 of Circular 40, the School Board has the following rights and obligations:

  • To decide on the school’s strategy, vision, and development plan, to submit to the investor’s or owner’s meeting for approval.
  • To decide on the regulations on the organization and operation of the school, to submit to the investor’s or owner’s meeting for approval.
  • To approve the plan on organizational structure and issues related to the organization and personnel of the school on the basis of the proposal of the principal; to recommend the addition or dismissal of members of the School Board; to propose the recognition or dismissal of the principal or vice-principal of the school, to submit to the investor’s or owner’s meeting for approval and to submit to the competent authority for consideration and decision on recognition.
  • To approve the school’s educational plan; to supervise enrollment activities and the organization and implementation of activities according to the school’s educational plan.
  • To supervise the implementation of resolutions of the School Board, the management of the school’s finances and properties, and the implementation of the democratic regulations in the school’s activities.

 School Board Meetings

Under Article 7.5 of Circular 40, meetings of the School Board are regulated as follows:

  • Regular meetings must be held at least three times per year.
  • A meeting is recognized as valid when at least three-quarters of the members, including the president, are in attendance.
  • In necessary cases, at the request of the principal or more than half of the members, the president may convene an unscheduled meeting to resolve issues arising in the school. The School Board may meet by way of a written consultation. The School Board can invite representatives of other parties (who are not members) to attend School Board meetings when necessary.
  • A resolution of the School Board is adopted and takes effect when it is agreed upon by at least two-thirds of the members present. School Board resolutions are publicly announced throughout the school.

The threshold rates for requesting unscheduled meetings and the threshold votes for passing a School Board resolution are new provisions under Circular 40.

Other Provisions

Except for the new concept of the School Board, the organizational structure of a private school under Circular 40 remains similar to the previous organizational structure under Circular 13. The conditions and qualifications for the principal, vice-principal, teachers, administrators, staff, students, facilities, finances and assets of a private school also do not have material changes in comparison to previous regulations under Circular 13.

There are, however, some changes to the provisions for the principal. The term of office of the principal is five years under Circular 13. Circular 40 further states that the term of office of a foreign principal will be in accordance with the term of his/her work permit and will not exceed five years. Circular 40 also provides that a person cannot concurrently serve as the principal of more than one private school.

Related Professionals

Practices

Corporate/M&A

Location

RELATED INSIGHTS​ 

January 26, 2026
Myanmar’s Private Security Services Law, enacted on February 18, 2025, together with its implementing Directive on Applications for a Private Security Services License or Permit issued on June 18, 2025, establishes the country’s first comprehensive regulatory framework for both commercial private security service providers and companies that employ in-house security personnel. The framework applies to both Myanmar and foreign entities. For foreign investors and multinational operators, the new regime introduces strict licensing requirements, local content rules, and various approvals that must be carefully considered as part of business planning and compliance processes. Regulatory Authority and Structure The governing authority under the Private Security Services Law is the Private Security Services Central Supervisory Committee, formed with the minister of the Ministry of Home Affairs (MOHA) as chairperson, the chief of the Myanmar Police Force as vice-chairperson, and members from other high-ranking officials from relevant ministries, such as Transport and Communications, Defense, Planning and Finance, Investment and Foreign Economic Relations, Legal Affairs, Immigration and Population, Labor, and Commerce. This Central Committee is the highest regulatory authority and has the power to adopt policies, approve or reject applications for licenses and permits, and decide appeals against administrative actions taken by Supervisory Committees, which operate under the Central Committee at the state and regional level. They are responsible for processing applications, verifying compliance with statutory requirements, submitting applications to the Central Committee with remarks, and issuing licenses and permits once approved. Supervisory Committees also monitor compliance by license or permit holders and impose administrative penalties for noncompliance, while the Central Committee exercises final decision-making authority. License Requirements for Security Service Providers To apply for a private security services license, companies must be registered under the Myanmar Companies Law. Foreign companies may also operate a private security services business in Myanmar, subject to compliance
Read More
January 21, 2026
Spurred by global geopolitics and Canada’s Indo-Pacific Strategy, which aims to forge deeper ties with ASEAN, Canadian companies have been showing growing interest in Thailand and Southeast Asia in recent years. To understand the opportunities offered by the region, we sat down with Andrew Stoutley, a Toronto native and the chief operating officer of Tilleke & Gibbins, a leading Southeast Asian regional law firm with over 130 years of history in Thailand. Q: Why are Canadian companies looking at Thailand and Southeast Asia right now? A: Two reasons stand out. First, diversification has moved up the agenda. Many Canadian companies want options outside North America due to tariff volatility and policy uncertainty in the United States, as well as questions around the next Canada–United States–Mexico Agreement mandatory joint review. At the same time, the shift of global production from China to Southeast Asia is accelerating, driven by rising costs, geopolitics, and the need to avoid overreliance on a single market. As a result, Canadian companies are looking for a second production base or a regional hub, and Thailand and its neighbors are natural choices given their manufacturing depth, location, and established supply chains. Second, Canada’s own efforts in the region are gaining traction. The Indo-Pacific Strategy has led to more on-the-ground support, including larger trade missions, upgraded diplomatic posts, and new financing options. Export Development Canada (EDC) now has a presence in Bangkok, giving Canadian companies a direct line to financing and insurance in Thailand. There’s also steady progress on trade frameworks like the recently signed Canada–Indonesia Comprehensive Economic Partnership Agreement (which will come into effect pending domestic procedures), ongoing negotiations of a Canada–ASEAN FTA, and the exciting announcement about the launch of negotiations of a Canada–Thailand FTA. Together, these developments have the potential to make it much easier
Read More
January 20, 2026
Thailand’s Board of Investment (BOI) has imposed new restrictions on foreign-majority shareholding and land ownership for companies in certain promoted activities. The changes took effect on September 1, 2025, but were not published in the Government Gazette until December 30, 2025, under Notification of the Board of Investment No. Sor. 7/2568 on the Amendment to List of Activities Eligible for Investment Promotion under Notification of the Board of Investment No. 9/2565, dated July 22, 2025. Foreign Land Ownership Restrictions Generally, foreign land ownership is one of the privileges granted to BOI-promoted companies, allowing them to own land to engage in the promoted activities. However, with these new restrictions, the BOI will no longer grant land-ownership privileges to foreign-majority-owned companies that conduct business activities in the following categories: Rolling, drawing, casting, or forging of nonferrous metals (category 5.4.9) Manufacturing of ferrous metal products or ferrous metal parts (category 5.4.11.2) Manufacturing of nonferrous metal products and/or nonferrous metal parts for industrial use (category 5.4.11.4) Manufacturing of other metal products, including other metal parts for industrial use (category 5.4.11.5) Manufacture of chemical products for industry (category 6.2) Manufacture of plastic products for industrial goods and parts (category 6.4.1) These restrictions do not apply to existing BOI-promoted companies that have at least three projects granted promotion under the same juristic person during the past 15 years (2011–2025) with total investment of at least THB 5 billion, excluding the cost of land and working capital. Foreign Shareholding Restrictions For companies to be eligible for BOI promotion in three other categories of business activities, at least 51% of the company’s registered capital must be held by Thai individual shareholders, unless the BOI-promoted activity is located within a special border economic zone as designated by the BOI. These three categories are: Manufacture of bags made of
Read More
January 6, 2026
Thailand is developing new legislation on responsible business conduct that would impose statutory obligations on large enterprises to manage human rights and environmental risks throughout their operations and supply chains. The Draft Act on the Promotion of Responsible Business Conduct, commonly referred to as the Human Rights and Environmental Due Diligence (HRDD) Bill, has been developed through extensive consultation involving a wide range of stakeholders, with the Ministry of Justice playing a leading role. If enacted, the HRDD bill would reshape how certain large businesses operate and manage their supply chains, reflecting a recognition of international standards and global concerns regarding human rights and environmental protection. By introducing legally binding due diligence obligations, the draft aims to ensure that businesses operating in Thailand are held accountable for adverse impacts throughout their operations and supply chains, in line with emerging global legal frameworks. Who Will Have to Comply? The HRDD bill primarily targets large enterprises based on their annual revenue thresholds: Manufacturing businesses with annual revenue exceeding THB 500 million Wholesale, retail, or service businesses with annual revenue exceeding THB 300 million The draft would also cover state-owned enterprises and foreign businesses operating in Thailand if their operations meet the applicable revenue thresholds. What Does Human Rights and Environmental Due Diligence Involve? Under the HRDD bill, due diligence is not a one-time checklist but an ongoing process with several key requirements: Adopt and publicly disclose a sustainability policy. Businesses must commit publicly to respecting human rights and protecting the environment, and must integrate this policy into corporate governance and risk management systems. Identify and assess risks. Companies must identify and assess risks of human rights violations and environmental harm across their operations and value chains. Prevent or reduce risks. Businesses must implement effective and proportionate measures to prevent or mitigate
Read More