Dear Clients and Partners,
As we navigate the third quarter of 2026, the Vietnamese legal landscape is undergoing its most significant transformation in a decade. The implementation of Law No. 09/2026/QH16 (commonly referred to as "Law 09") has fundamentally reshaped how businesses approach corporate governance, investment, and operational compliance.
At BLaw Vietnam, we have spent the last year preparing our "Clockwork" internal systems to help our clients not only comply with these changes but to turn them into a competitive advantage. This guide provides a comprehensive overview of what you need to know to ensure your business thrives under this new framework.
1. Understanding Law 09: A New Era of Transparency
Law 09/2026/QH16 was enacted to align Vietnam’s business environment with the latest OECD Principles of Corporate Governance and to support the nation’s upgrade to secondary emerging market status. This law moves beyond simple administrative compliance, focusing instead on substantive transparency and sustainable development.
For enterprises with foreign capital, Law 09 introduces stricter requirements for disclosure but offers "Green Channel" pathways for those who demonstrate high levels of corporate governance. If your business is looking to optimize its structure, understanding the interplay between this new law and existing Corporate Governance standards is essential.
Key Pillars of the 2026 Framework:
- ESG Integration: Environmental, Social, and Governance (ESG) reporting is no longer optional for large-scale enterprises and public companies.
- Digital Licensing: Mandatory transition to the National Portal for Business Registration for all licensing amendments.
- Board Accountability: Enhanced fiduciary duties for the Board of Directors (BOD) and Legal Representatives.
2. Corporate Governance: Strengthening Your Foundation
Under Law 09, the "substance over form" principle is paramount. Regulators are now looking past the paperwork to ensure that boards are actually functioning as independent oversight bodies.
Enhanced Board Committees
The 2026 framework encourages (and in some sectors, mandates) the creation of specialized committees within the BOD, such as Audit, Risk Management, and Compensation committees. This is particularly critical for businesses involved in M&A transactions, where clear oversight is required to protect shareholder interests.
Minority Shareholder Rights
Law 09 lowers the threshold for minority shareholders to call for a General Meeting of Shareholders (GMS) and increases their access to corporate information. For joint ventures, we highly recommend reviewing your Shareholders’ Agreements (SHA) to ensure they align with these new mandatory protections.
3. Tax Optimization and Settlement in 2026
The new legal framework has a direct impact on Tax Settlements. With the integration of AI-driven auditing by the General Department of Taxation, businesses must ensure their governance records perfectly match their tax filings.
Leveraging Incentives
Law 09 introduces specific tax breaks for companies that meet high "Corporate Governance Scores." At BLaw Vietnam, our tax settlement attorneys specialize in helping foreign-invested enterprises (FIEs) map their governance structures to qualify for these incentives, effectively optimizing tax costs while remaining fully compliant.
Transfer Pricing and Substance
The 2026 regulations place even greater emphasis on the "economic substance" of transactions. If your company engages in cross-border related-party transactions, your internal documentation must prove that the governance and decision-making processes occurred within Vietnam to maintain favorable tax positions.
4. Employment and Labor Law: The 2026 Shift
The labor market in 2026 is governed by heightened protections for remote workers and stricter requirements for workplace safety and mental health.
Updating Internal Labor Regulations (ILRs)
Every business must update its ILRs to include the new Remote Work & Digital Disconnect clauses mandated by the 2026 labor updates. Failure to do so can result in significant administrative fines during labor inspections.
Foreign Labor Compliance
The process for obtaining work permits for foreign experts has been further streamlined through Law 09’s digital initiatives. However, the documentation required to prove "specialized knowledge" is more rigorous. We recommend utilizing our Licensing Services to manage these filings to ensure zero-error submissions.
5. M&A and Corporate Finance: Navigating the New Rules
For those pursuing Mergers & Acquisitions, Law 09 provides much-needed clarity on "Conditional Investment Sectors."
Streamlined Approvals
The M&A approval process (formerly known as the "M&A Clearance") has been shortened from 30 days to 15 days for investors from jurisdictions with Double Tax Treaties with Vietnam, provided they use a registered legal representative firm like BLaw Vietnam.
Intellectual Property in Deals
In 2026, the valuation of Copyright and IP has become a central component of M&A due diligence. Law 09 introduces a "Security Interest" registry for IP, allowing businesses to use their intellectual property as collateral for financing more easily than ever before.
6. Implementing the "Clockwork" System for Your Business
At BLaw Vietnam, we believe that legal compliance should not be a burden; it should be a "Clockwork" system that runs smoothly in the background, allowing you to focus on growth.
To help you succeed under Law 09, we have developed a 2026 Compliance Checklist that every business owner should follow:
- Audit Your Charter: Ensure your company charter is updated to reflect Law 09’s new voting thresholds and board duties.
- Digital Signature Integration: Transition all internal resolutions and labor contracts to legally recognized digital signatures to comply with the 2026 Digital Transaction Law.
- ESG Scoping: Identify whether your business scale triggers mandatory ESG reporting for the 2026–2027 fiscal year.
- Tax-Governance Sync: Ensure your BOD minutes justify your inter-company service fees and royalty payments to withstand tax audits.
- IP Registration: Check that all core business assets are protected under current Copyright Law to maximize company valuation.
Conclusion: Partnering for Success
The 2026 legal framework represents a bold step forward for Vietnam. While Law 09 introduces more complex requirements, it also provides a more stable, transparent, and predictable environment for those who are prepared.
Through our excellence in Tax Settlements, Employment Law, and Corporate Governance, BLaw Vietnam is here to ensure your operations are seamless. Our team of knowledgeable attorneys is dedicated to putting your needs first, providing the practical judgment and innovation required to navigate this new era.
Are you ready to optimize your business for 2026?
We invite you to reach out to our senior partners today for a comprehensive legal health check. Let us help you build a "Clockwork" legal system that secures your future in Vietnam.
Contact us today at blawvn.com or visit our Practice Areas to learn more.
Sincerely,
Long Hoang
Managing Partner, BLaw Vietnam