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​ 

August 19, 2025
On August 6, 2025, Myanmar’s National Defence and Security Council (NDSC) issued Order No. 20/2025, announcing a change in the composition of the country’s Foreign Exchange Supervisory Committee (FESC). The prime minister has been appointed committee chair of the FESC, and five other individuals were appointed to the committee. The order took immediate effect. Originally established in April 2022, the FESC is responsible for approving foreign currency conversion, granting exemptions to foreign exchange restrictions, and permitting overseas transfers of foreign currency. The FESC supervises the flow of foreign currencies for domestic and foreign investment, manufacturing, exports and imports, and service businesses (including education- and health-related initiatives). The FESC is specifically responsible for considering and approving the use of foreign currency for the following: Importing machinery, vehicles, equipment, and raw materials essential for foreign investment and manufacturing projects; Importing fuel, medicine, cooking oil, fertilizer, insecticide, and construction materials not readily available on the domestic market; Covering Myanmar citizens’ needs abroad, such as medical treatment, education, or religious activities; Facilitating imports of general goods, loan repayments, interest payments to foreign lenders, service payments, and profit repatriation from investments; and Importing luxury products, including brand-name goods, jewelry, sports cars, and watches. The FESC is empowered to carry out further duties related to foreign exchange management as assigned by the NDSC Importers, exporters, investors, and business owners are encouraged to consult the most current FESC guidelines and approval lists before conducting transactions in Myanmar. For more details on these FESC composition developments, or on any aspect of financial regulations in Myanmar, please contact Tilleke & Gibbins at [email protected].
Read More
August 1, 2025
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.
Read More
July 25, 2025
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
Read More
July 18, 2025
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
Read More