New Regulations on Civil Servants Contributing Capital to Enterprises under the Amended Law on Enterprises 2025
Analysis of legal conditions, implications, and key compliance considerations for businesses.
| Content | Implications | Recommended Actions |
|---|---|---|
| The amended Law on Enterprises 2025 introduces additional cases in which civil servants are permitted to establish enterprises or contribute capital. Accordingly, cadres, civil servants, and public employees may contribute capital, purchase shares, or acquire capital contributions in joint-stock companies, limited liability companies, and partnerships in order to implement policies relating to science and technology, innovation, and national digital transformation. | – Expands business opportunities and enables individuals who were previously prohibited from establishing or managing enterprises to utilize their expertise. – Promotes stronger collaboration between the public sector and the private sector. – Enhances transparency and strengthens mechanisms for controlling potential legal risks. | When developing R&D projects, enterprises should consider appropriate cooperation models and invite experts from public research institutions to participate. At the same time, compliance with the parallel provisions of the Law on Cadres and Civil Servants must be ensured. |
1. Legal Context of Civil Servants Contributing Capital to Enterprises
In the course of providing legal advisory services to enterprises and investors, DNP Viet Nam Law Firm has observed a notable development introduced by the 2025 Law Amending and Supplementing a Number of Articles of the Law on Enterprises concerning civil servants contributing capital to enterprises. This regulation expands the scope of participation of the public sector in business activities, particularly in the fields of science and technology, innovation, and national digital transformation. It represents a policy adjustment with a clear developmental orientation, consistent with the requirements of international integration and the enhancement of national competitiveness.
The legal basis for this provision is stipulated in Clause 6, Article 1 of the Law Amending and Supplementing a Number of Articles of the Law on Enterprises. Accordingly, it introduces circumstances under which civil servants may establish enterprises or contribute capital to enterprises under specific conditions, rather than being subject to a blanket prohibition as previously applied. Nevertheless, civil servants contributing capital to enterprises must simultaneously comply with the relevant regulations governing cadres and civil servants, as well as other applicable legal instruments.
2. New Provisions on Civil Servants Contributing Capital to Enterprises
During the process of advising enterprises and investors, DNP Viet Nam Law Firm has identified a significant regulatory change introduced by the 2025 amended Law on Enterprises concerning civil servants’ capital contributions to enterprises. This amendment broadens the involvement of public-sector professionals in commercial activities, particularly in sectors such as science, technology, innovation, and the national digital transformation agenda. Such policy reform aligns with Vietnam’s strategy to strengthen innovation capacity and global competitiveness.
The new provision establishes a legal framework enabling experts within the public sector to participate more actively in the innovation-driven startup ecosystem. This development is particularly meaningful as the Government continues to promote research and development (R&D) initiatives and public–private partnerships (PPP). However, the scope of participation must be clearly defined to prevent potential conflicts of interest or the misuse of official positions for personal gain.
3. Significance of Expanding the Right of Civil Servants to Contribute Capital to Enterprises
Allowing civil servants to contribute capital to enterprises in certain sectors broadens business opportunities and enables individuals who were previously restricted from engaging in such activities to leverage their professional expertise. This policy also strengthens the connection between the public sector and the private sector in research, technological application, and digital transformation initiatives. Such collaboration can generate substantial added value and improve the efficiency of social resource allocation.
Moreover, the new regulation enhances transparency and strengthens mechanisms for controlling legal risks. By explicitly recognizing civil servants’ capital contributions within the legal framework, enterprises are provided with a clearer legal basis for cooperation with experts from public institutions. Nevertheless, companies should establish internal compliance and monitoring mechanisms to ensure adherence to the Law on Cadres and Civil Servants and relevant anti-corruption legislation.
4. Key Legal Considerations for Civil Servants Contributing Capital to Enterprises
Enterprises planning to develop R&D projects or cooperate with civil servant experts should carefully review the applicable legal conditions before accepting capital contributions. Civil servants’ participation in enterprises must be linked to duties approved by the competent authority and must not compromise independence and objectivity in the performance of public duties. Any violations may expose both the civil servant and the enterprise to disciplinary measures or administrative sanctions.
Additionally, enterprises should ensure transparent corporate governance structures, including clear disclosure of ownership ratios and voting rights of civil servants participating as capital contributors. Clearly defining the role of such individuals within the company helps mitigate risks of conflicts of interest and potential disputes. At the same time, shareholders’ agreements and the company charter should be carefully drafted to ensure compliance with specialized legislation.
5. Recommendations from DNP Viet Nam Law Firm
From a practical advisory perspective, DNP Viet Nam Law Firm recommends that enterprises conduct a comprehensive legal risk assessment before accepting capital contributions from civil servants. Establishing transparent cooperation mechanisms that comply with both the Law on Enterprises and the Law on Cadres and Civil Servants is a key factor in ensuring sustainable business operations. Particularly in high-technology and innovation-driven projects, legal compliance provides a solid foundation for capital mobilization and investment expansion.
While expanding the right of civil servants to contribute capital to enterprises presents new opportunities, it also imposes stricter compliance requirements. Should enterprises require in-depth legal advice on capital contribution structures, charter review, or the establishment of legally compliant public–private cooperation models, the legal team of DNP Viet Nam Law Firm stands ready to provide comprehensive legal solutions. We are committed to assisting businesses in maximizing commercial opportunities within the boundaries of the law while effectively managing legal risks.
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