Recently, at the 8th session of the 15th National Assembly, 18 Draft Laws and 21 Resolutions were passed. Several of these Laws are expected to impact business operations. To help businesses stay updated and adapt to the new regulations, this article highlights some key new provisions in important Laws that may affect business activities.
1. Amended Law on Trade union (effective from July 01st, 2025)
Expanding the scope of subjects eligible to join and operate trade unions
The new provisions under Article 5 of the Amended Law on Trade union expand the scope of individuals eligible to establish, join, and participate in trade unions. Notably, the law now allows foreign workers employed in Vietnam to participate in trade union activities. Specifically, foreign employees who are citizens of other countries and work in Vietnam under labor contracts of 12 months or more are permitted to join and participate in trade unions at the grassroots level. However, for foreign workers who join trade unions, they cannot run for election, be nominated as trade union officials, or hold union leadership roles. Their participation is limited to trade union activities at the grassroots level.
It can be said that trade unions, as organizations representing workers, play a significant role in protecting employee rights by providing input on decisions related to labor policies and employee welfare. The expansion of eligibility for foreign workers to join trade unions demonstrates Vietnam's gradual move toward more equitable treatment of foreign workers, allowing them access to representative organizations.
With this change, businesses employing foreign workers must pay attention to reviewing their foreign workforce with labor contracts of 12 months or more and informing them of this right so they can make informed decisions about joining trade unions.
2. The Law amending and supplementing certain provisions of the Law on Health Insurance (effective from July 1st, 2025)
Adjust and supplement groups of subjects participating in health insurance
In addition to considerations regarding trade union membership, businesses should also take note of another significant change in the Law amending and supplementing certain provisions of the Law on Health Insurance. Specifically, this Law adjusts and expands the groups of individuals required to participate in health insurance, where contributions are paid by employers, employees, or jointly by both parties, as stipulated in Clause 1, Article 12 of the 2008 Law on Health Insurance, as amended and supplemented. Key additions include:
- Employees working under fixed-term labor contracts of at least 01 month (instead of 03 months as stipulated in the current regulations);
- Foreign employees working in Vietnam under fixed-term labor contracts with a duration of 12 months or more, except for cases where the employee is an intra-corporate transferee or has already reached the retirement age at the time of entering into the labor contract.
These adjustments will clearly have a significant impact on businesses regarding the participation of employees in health insurance, particularly for companies operating in manufacturing sectors, where the workforce is often substantial. Under this provision, as long as a labor contract has a term of 01 month or more, employees will be required to participate in health insurance. This effectively expands the group of employees for whom businesses must ensure health insurance coverage. At the same time, in line with the provisions on trade union membership, those working in Vietnam under fixed-term labor contracts of 12 months or more will also be required to participate in health insurance.
Given these adjustments, businesses must review their workforce to ensure full compliance with health insurance participation requirements for all eligible employees.
3. The Law amending and supplementing certain provisions of the Law on Securities, Law on Accounting, Law on Independent Auditing, Law on State Budget, Law on Management and Use of Public Property, Law on Personal Income Tax, Law on Tax Administration, Law on the National Reserve, and the Law on Handling Administrative Violations (effective from January 1st, 2025)
Amendment and supplementation of provisions on the calculation of late payment interest on taxes under Point b, Clause 2, Article 59 of the 2019 Law on Tax Administration
According to the provisions in Clause 6, Article 6 of the Law amending and supplementing certain provisions of the Law on Tax Administration, the calculation of late payment interest on taxes will now be “calculated continuously from the day following the tax payment deadline, whether extended or specified in a tax notice, tax assessment decision, or tax authority's decision until the day immediately preceding the date the tax arrears, tax refund receivables, additional tax, imposed tax, and late tax payment are paid into the state budget”. In contrast, under the current regulations, the calculation of late payment interest begins from the day after the late payment occurs.
In practice, many businesses have encountered difficulties in determining the period for calculating late payment interest, particularly in relation to whether the day the late payment arises is included in the calculation period. This has also led to inconsistent interpretations between tax authorities and businesses.
While this adjustment is not major, it helps clarify the specific starting point for calculating late payment interest on taxes. The change is also reasonable, as the late payment period should logically begin the day after the tax payment deadline to ensure continuity.
With this amendment, businesses need to be aware of how tax payment timing and late payment interest are calculated to ensure compliance and avoid penalties or unfavorable financial obligations.
4. Amended Law on Value-added Tax (effective from July 01st, 2025)
4.1 Specific provisions on the determination of the VAT timing
The amended Law on VAT supplements provisions regarding the timing for determining VAT in Article 8, which was previously addressed in guiding documents or official letters from the competent authorities:
- For goods: the timing is the point at which ownership or the right to use the goods is transferred to the buyer or the time when the invoice is issued, regardless of whether payment has been received or not;
- For services: the timing is the point when the service is fully provided or the time when the invoice for the service is issued, regardless of whether payment has been received or not.
4.2 Legalizing and supplementing regulations on capital transfer transactions not subject to VAT
Point d Clause 9 Article 5 of the amended Law on VAT has legalized the provisions on capital transfer transactions not subject to VAT, and at the same time added the provision: Capital transfer activities not subject to VAT do not include the transfer of investment projects and sale of assets.
While transferring investment projects or selling assets is not a regular business activity, businesses engaging in such activities must comply with VAT regulations.
4.3 Amendment of regulations on tax calculation prices for imported goods
According to the new regulation, the taxable price of imported goods at the border gate is added with additional import tax according to the law (Point b Clause 1 Article 7 of the amended Law on VAT).
This provision was previously stated in the Law on Export Tax and Import Tax, and is now added to the Law on Value Added Tax to create consistency in tax laws. Enterprises with import activities need to pay attention to this adjustment for reference and appropriate application.
4.4 Amendment and supplement of regulations on VAT deduction
Supplementing the time for declaring and deducting missing VAT amounts: In case an enterprise discovers that the input VAT amount when declaring and deducting is missing, it can declare and deduct it in the period when the omission is discovered before the tax authority announces the decision to conduct a tax audit or tax inspection (Point d, Clause 1, Article 13 of the amended Law on VAT).
This new regulation is generally beneficial for businesses, because it helps businesses declare additional missing invoices in a shorter period of time than the current regulation, in order to increase/decrease the amount of deductible tax, the amount of tax exempted, reduced, or refunded for businesses in a shorter period of time than the current regulation.
4.5 Abolish some cases of VAT refund
Some regulations on VAT refund are abolished as follows:
- Remove the case of not contributing enough charter capital as registered from the cases of not being entitled to VAT refund but being allowed to transfer the undeducted tax amount of the investment project according to the provisions of the law on investment to the next period (point a, Clause 2, Article 14 of the amended Law on VAT).
- Eliminate the regulation on VAT refund for enterprises paying VAT according to the tax deduction method that pay excess tax or input VAT that has not been fully deducted when changing ownership, converting enterprises, merging, consolidating, dividing, separating, or dissolving (clause 4, Article 14 of the amended Law on VAT).
The fact that businesses do not contribute enough charter capital is a reality in many companies today. Under current regulations, if a company fails to contribute the full registered charter capital, it will not be refunded VAT, but can transfer the undeducted tax from the investment project to the next period as stipulated by investment law. However, under the new regulation, businesses will no longer be allowed to transfer the undeducted tax to the next period. Meanwhile, with the removal of the provision on refunding excess VAT paid or input VAT that has not been fully deducted when transferring ownership, converting enterprises, merging, consolidating, dividing, separating, or dissolving, this policy will disadvantage businesses when undertaking such activities. Thus, with both of these adjustments, businesses may face more disadvantages compared to the current regulations.
5. Amended Law on Pharmacy (effective July 1st, 2025)
The amended Law on Pharmacy is one of the Laws that has been approved and we believe has the most innovations. Basically, the amended Law on Pharmacy has made many positive adjustments, affecting both the operations of domestic pharmaceutical enterprises (without foreign capital) and foreign-invested pharmaceutical enterprises. At the same time, these new regulations also regulate the management activities of competent State agencies in the implementation of administrative procedures as well as the supervision and State management of the pharmaceutical sector.
For details on the innovations of the amended Law on Pharmacy, please see our following article: Amended law on pharmacy: several breakthrough new regulations
The newly passed Laws introduce several important changes affecting businesses, particularly in areas such as trade unions, health insurance, tax administration, and VAT. Businesses are advised to:
- Review their operations in light of these updates;
- Ensure timely compliance with the new legal requirements; and
- Inform employees, especially foreign workers, about their new rights and obligations.
Staying proactive will help businesses mitigate risks and adapt seamlessly to these regulatory changes.
