💼 Labor Law · Employment Disputes · Case Study · In a Legal Nutshell

One Email, 483.6 Million Dong: How an Accountant's Reply Flipped a Labor Case on Appeal 📧⚖️

By Nguyen Le Bao Ngoc (Ngoc Prinny) · Consulted by Ls. Le Thi Kim Dung and Ls. Nguyen Van Diep of Thay Diep & Associates Law Firm

📖 Word Nerd Corner: What "Evidence" Really Means

The word "evidence" comes from the Latin evidens: e- ("out") + videre ("to see"), meaning "plain to see" or "obvious." 👀 Courts don't rule on what happened in some absolute, camera-in-the-sky sense. They rule on what is plainly visible in the case file. That tiny linguistic detail turns out to be the entire plot of today's case, in which two courts looked at the same stack of emails and reached opposite conclusions about who walked away from a job. 📂

🎭 Meet the Cast (Names Changed for Clarity)

🧮 Accountant Tally
A general accountant on an indefinite-term contract since 2022, earning 17.6 million VND per month (salary plus allowance). The plaintiff.

🏢 Beacon Co.
Tally's employer. The defendant, and the appellant at the second stage.

🏦 Sterling Bank
The lender behind Tally's personal unsecured loan. It contacted Beacon Co. about that loan, which is where the trouble starts.

🎬 The Story in a Nutshell

Tally took out a personal unsecured loan and, as the bank required, gave her workplace details. Sterling Bank later contacted Beacon Co. about the loan. According to Tally, some HR staff then used insulting language, and arguments followed. What happened next played out almost entirely by email. 📬

🗓️ The Blow-by-Blow

• Sept 25, 2023: Beacon Co. emailed Tally that it was reviewing her for labor discipline. The reasons given included sharing personnel information with outsiders, frequent conflict, crude language, and allowing lenders to contact the company, which it said hurt its operations and reputation. The same email suspended her from work until her personal matter no longer affected the job. Tally says she went to the office several times but a security guard kept her out.
• Sept 28, 2023: A second email said the company was considering ending the contract early, and offered one month's salary if both sides agreed. Tally replied with conditions, including pay for the suspension period and compensation for unlawful termination.
• Oct 6, 2023: The company emailed again about the loan issue, saying the bank was still calling. Tally answered that the debt was personal, that she was "no longer an employee" of the company, and that she did not want further emails on the subject.
• Oct 25, 2023: Beacon Co. issued a decision terminating her contract for abandoning work for 5 or more consecutive working days.

💰 What Tally Asked the Court For

Claim	Amount
Salary for 29 months of not working	510.4 million VND
Compensation (2 months' salary)	35.2 million VND
Insurance contributions	over 25.5 million VND
Pay in lieu of notice (no-notice termination)	26.4 million VND
Reinstatement	Withdrawn

Her core argument: the company itself suspended her, kept her out of the building, and had already talked about terminating the contract, so calling her an absentee made no sense.

Beacon Co.'s core argument: the two sides never agreed on an exit plan, Tally simply stopped coming to work, and that justified termination for abandonment.

🥇 Round One: First Instance (March 5, 2026)

The Regional People's Court No. 5 in Ho Chi Minh City partly sided with Tally:

• ✅ Annulled the October 25, 2023 termination decision and held the termination unlawful
• 💰 Ordered Beacon Co. to pay 452.4 million VND in salary for the days she could not work (Sept 26, 2023 to Feb 26, 2026)
• 💰 Plus 31.2 million VND (two months' salary), for a total of 483.6 million VND
• 🛡️ Ordered Beacon Co. to pay social, health, and unemployment insurance for those non-working days
• ❌ Rejected her claim to count the 2 million VND/month allowance in salary and her 26.4 million VND no-notice claim

🤔 Did you know? A little arithmetic shows how the first court calculated. 452.4 million over about 29 months comes to roughly 15.6 million VND per month, and 31.2 million is exactly two months at that rate. That equals her 17.6 million VND total minus the 2 million VND allowance the court declined to count. (This is my own back-of-the-envelope check, not a figure stated in the source.) 🧮

🥈 Round Two: The Appeal (Judgment 116/2026/LĐ-PT, June 25, 2026)

Beacon Co. appealed the whole judgment. Tally asked the appellate court to uphold the ruling and to extend her back pay to the date of the appeal hearing. The People's Court of Ho Chi Minh City accepted the company's appeal and amended the first-instance judgment.

🔄 First Instance vs. Appeal: What Changed

Issue	First instance	Appeal
Termination decision	Annulled; termination unlawful	Tally's request to annul it rejected
Back pay (452.4M) + 2 months (31.2M)	Awarded (total 483.6M)	Rejected
Insurance contributions	Ordered for non-working days	Rejected
How the evidence was assessed	Company treated as having unilaterally terminated unlawfully	Evidence called not comprehensively assessed at first instance
The 31.2M figure	Compensation for unlawful termination	Recorded only as the company's voluntary support (two months' salary to help find a new job), not compensation

🧠 The Appellate Court's Reasoning, Step by Step

1. Sept 25: the company had suspended Tally from work.
2. Sept 28: the email about ending the contract was a proposal for an agreement, not a final decision.
3. Oct 6: Tally herself wrote that she was no longer an employee and did not want further emails.
4. The court found enough basis to conclude she did not come to work between Oct 6 and Oct 25, 2023, a period when the sides had not agreed on an exit and the company had not yet issued a formal decision.
5. The court found no basis to accept her statement that she showed up on Oct 9 and a guard turned her away.

The company denied that she came in on Oct 9 and said it never received the letter she says she sent that day. Without evidence on those points, the court did not accept her version.

🔑 Three Legal Pivot Points

• 1️⃣ Suspension is not termination. Being told to stay away from work for a while is a different legal status from having your contract ended. The appellate court treated the contract as still alive until the formal decision.
• 2️⃣ A proposal is not a decision. "We are considering ending the contract, and here is one month's pay if you agree" is an offer to negotiate. When the negotiation failed, nothing had yet been formally decided.
• 3️⃣ Your own words become evidence. The Oct 6 reply, in which Tally described herself as no longer an employee, sat in the file alongside a claim of attending work that had no supporting proof. Courts weigh both.

💡 General principle worth remembering: In civil and labor litigation, the person making a claim is generally expected to back it up with evidence. A statement like "I went to the office and was blocked" can matter a great deal, but it carries far more weight when something in the record supports it. 📎

🏠🚗 Real-Life Parallels

• 🏠 Renting: Your landlord emails, "I am thinking of ending the lease, would you take a month's rent to move out?" Then you reply, "I don't live there anymore." Later you try to argue you never left. Your own message is now part of the story.
• 🚗 Car service: A garage tells you not to bring the car in until a billing question is sorted. A week later you claim it refused you service. Without a record of your attempt, it is your word against theirs.
• 🛒 Online orders: You tell the seller "I don't want this order anymore" in chat, then dispute the cancellation fee by saying you never cancelled.

🌿 Nature's Version of This Rule

Wildlife biologists use camera traps to document which animals live in a forest. If an animal is never captured on camera, it goes in the records as "not documented," even if it really did walk past in the dark. 📷🐆 The animal's presence is not what makes the record. The recorded observation is. Courts work in a similar way: what counts is what the file can show.

💡 Practical Tips

👩‍💼 If you are an employee

• Be careful with the words you put in writing. Describing yourself as "no longer an employee" can be read as a statement of fact unless the contract has genuinely ended.
• If you are told not to come in, ask for that in writing and keep the message.
• If you are blocked from entering, document it at the time: photos, messages to colleagues, witnesses, or a formal record. Ask a lawyer whether a bailiff-prepared record (vi bang) fits your situation.
• Send formal letters in a way that proves delivery, such as registered post, and keep the receipt.

🏢 If you are an employer

• Label every message clearly: proposal, notice, or decision. This case turned on that difference.
• Keep a clean record of the sequence of events, including the dates when work was suspended and when attendance was or was not expected.
• Handle employee conduct issues through proper disciplinary procedure and keep personal matters, like an employee's private loan, as separate as possible from the formal process.

⚠️ Please do not read this as "employees always lose" or "employers always win." The first-instance court reached the opposite result on the same facts. The appellate outcome rested on how the evidence in this file was weighed. Your case will turn on your own documents, so talk to a qualified lawyer.

📝 Quick Self-Check Quiz

Q1. How much did the first-instance court order the company to pay in total?

Reveal answer

483.6 million VND (452.4 million in salary plus 31.2 million for two months' salary), along with insurance contributions for the non-working days.

Q2. According to the appellate court, what was the Sept 28 email?

Reveal answer

A proposal to agree on ending the contract, not a final decision to terminate it.

Q3. Which period did the appellate court find the employee did not come to work?

Reveal answer

From October 6 to October 25, 2023.

Q4. What was the 31.2 million VND recorded in the appellate judgment?

Reveal answer

The company's voluntary support of two months' salary to help the employee find new work, not compensation for unlawful termination.

😂 "I'm no longer an employee" 📧 ... Court: "Interesting. Please tell me more about that email." 🧐

🗣️ Your Turn

Two courts, same emails, opposite results. Which reading do you find more convincing, and what would you have done differently in Tally's or Beacon Co.'s shoes? Share your thoughts in the comments. 👇

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🏷️ #VietnamLaborLaw #EmploymentDispute #LaborContract #UnlawfulTermination #TranhChapLaoDong #ChamDutHopDongLaoDong #CourtCaseStudy #NgocPrinny #DELULU #LegalEducation

SEO keywords: Vietnam labor dispute case study, unilateral termination labor contract Vietnam, abandoning work 5 consecutive days Vietnam, suspension vs termination Vietnam, Judgment 116/2026/LĐ-PT, tranh chap lao dong ke toan, evidence in labor disputes Vietnam.

Category: Labor Law · Case Study · Employment Disputes

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🚨 Fun But Serious: A Brief Legal Disclaimer 🚨

Hey there, legal explorer! 🕵️‍♂️ Before you hit "send" on any dramatic email...

• This article is like a map, not a teleporter 🗺️ — it'll orient you, but it won't zap your legal problem away instantly.
• Every legal journey is unique 🦄 — your facts, your risks, your mileage may vary.
• For real-world quests, please summon a professional legal wizard 🧙‍♂️ (may we humbly suggest Thay Diep & Associates Law Firm?).

Reading this doesn't make you a lawyer, just like watching "Top Gun" doesn't make you a fighter pilot ✈️😉

Full disclaimer here: ngocprinny.blogspot.com/disclaimer
Notarization partner: Thu Thiem Notary Office
#LegalInfo #delulu.vn #NotLegalAdvice #ConsultAPro #NgocPrinny

💝 Support Your Legal Ninja's Wellness Fund! 🍵

Enjoyed Ngoc Prinny's witty legal wisdom on emails, evidence, and the courtroom plot twist? Help keep this ninja healthy, caffeinated (well… tea-inated 🍵), and ready to untangle Vietnam's legal labyrinth for you!

Every article is powered by:

• 📚 Hours of research
• ⚖️ 10+ years of legal expertise
• 📝 Creative storytelling
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If this post helped you think twice before replying "to all," consider treating me to a green tea! 🌱
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🎓 Education Law · Investment Conditions · In a Legal Nutshell

Counting Heads: Vietnam Just Cut the Price Tag on Founding a Private University by 70% 💰📉

By Nguyen Le Bao Ngoc (Ngoc Prinny) · Consulted by Ls. Le Thi Kim Dung and Ls. Nguyen Van Diep of Thay Diep & Associates Law Firm

📖 Word Nerd Corner: Why "Capital" Used to Mean Cattle

The word "capital" traces back to the Latin caput, meaning "head." In ancient economies, wealth was literally measured by how many heads of cattle a person owned — the same root gives us "cattle" and "chattel." 🐄 To be "capital-rich" once meant, quite literally, having a big herd. Today's version of counting heads is a little more abstract — audited bank statements instead of livestock — but the underlying question regulators ask when someone wants to found a university is exactly the same ancient one: how much do you actually have, and can you prove it? Vietnam just made that bar significantly easier to clear. 📊

🎯 The Headline Number

Effective September 17, 2026, under Decree 361/2026/NĐ-CP (governing investment conditions in vocational education, higher education, and education quality accreditation), the minimum investment capital to establish a private university drops to:

• 💰 300 billion VND — down from the previous 1,000 billion VND (1 trillion VND) requirement

That's a cut of roughly 70%.

📜 What the Rule Actually Says

Per Point c, Clause 1, Article 19 of Decree 361/2026/NĐ-CP, financial capacity conditions differ by institution type:

🏛️ Public Universities

Need an approved construction investment project at the time of applying for establishment, with a clearly identified funding source — or a construction project that's already been completed and finalized.

🏢 Private Universities

The investment capital must be:

• ✅ Legally sourced capital
• 🚫 Not including the value of land-use rights
• 📈 Sufficient to sustain training operations at the planned scale for at least 5 years after establishment, in line with the institution's development strategy and plan

At the moment of appraisal for establishment approval, the investor must have already completed and formally accepted (nghiệm thu) the facilities, technical infrastructure, equipment, and other tangible assets at the headquarters location — with a total actual investment value, audited or appraised, reaching at least 300 billion VND.

💡 Key distinction to hold onto: The 300 billion VND figure is specifically about completed, audited physical investment (buildings, infrastructure, equipment) at the time authorities review the application. That's separate from the broader requirement that overall capital be enough to fund five years of operations at the planned scale — a figure that will vary institution by institution depending on how big the planned school actually is.

⏱️ After Approval: The 90-Day Handover

Getting the green light to establish isn't the finish line. Within 90 days of the private university being permitted to establish, the investor must:

• 🏗️ Transfer to the institution the land-use rights, assets, facilities, technical infrastructure, equipment, and other tangible assets that were reviewed during appraisal
• 💵 Transfer capital — in cash and other legal assets — sufficient to maintain training operations at the planned scale

Any investment above the 300-billion-VND minimum follows the investor's own roadmap, commitments, and the institution's development plan — there's no requirement to front-load everything at once, as long as the baseline is met and the growth plan is credible.

📊 Old Rule vs. New Rule: The Infographic

Requirement	Old (Decree 125/2024/NĐ-CP, Art. 94.4)	New (Decree 361/2026/NĐ-CP, Art. 19.1.c)
Total minimum investment	1,000 billion VND (excl. land value)	Capital sufficient for 5 years of operation (excl. land value) — no flat total figure
Required at approval-time	Over 500 billion VND realized	At least 300 billion VND in completed, audited tangible assets

🤔 Did you know? Land-use-right value has been excluded from the capital calculation under both the old and new rules. The idea is that regulators want to see an investor's genuine, liquid financial commitment to actually running a university — buildings, labs, equipment, operating cash — not just the paper value of land they happen to control. Owning expensive land was never meant to substitute for being able to pay professors and keep the lights on. 💡

🌿 Nature's Version of a Lowered Barrier to Entry

In ecology, a keystone threshold is the minimum resource level a new organism needs to successfully establish itself in an ecosystem — enough light, enough nutrients, enough space to take root before competing for the canopy. 🌱🌳 When that threshold is set too high, almost nothing new can establish at all, and the ecosystem stagnates with the same old growth. Lower the threshold responsibly, and new, viable organisms get a genuine chance to take root — without the ecosystem collapsing from reckless overcrowding. Vietnam's capital-requirement reduction is effectively recalibrating that threshold for higher education: still demanding, still serious, but no longer so high that only the largest players could ever break ground.

🏠🚗 Real-Life Picture

Imagine the difference between needing a 1-trillion-VND war chest versus a 300-billion-VND one is roughly like the difference between needing to buy an entire city block outright versus being able to lease and renovate a solid commercial building. Both still require serious capital and real commitment — this isn't "anyone with a laptop can start a university" territory — but the lower bar meaningfully widens who can realistically clear it, from only the largest conglomerates to a broader set of well-capitalized investors and education groups. 🏢🎓

💡 Practical Tips

• If you're evaluating a university investment: Remember the 300 billion VND figure covers completed, audited tangible assets — not just committed or pledged capital. Budget for the audit/valuation process itself as part of your timeline.
• Land strategy matters more, not less: Since land value doesn't count toward the capital minimum, plan your land acquisition and your capital-raising as two genuinely separate tracks.
• Don't stop planning at 300 billion: That's the appraisal-time floor, not necessarily what you'll need to actually run 5 years of operations at your intended scale — model your real operating costs separately.
• Mark your 90-day calendar the moment you're approved: The handover of assets and capital to the institution has a hard 90-day clock attached — this isn't a "whenever convenient" step.

📝 Quick Self-Check Quiz

Q1. What is the new minimum capital requirement to establish a private university?

Reveal answer

300 billion VND — down from the previous 1,000 billion VND requirement.

Q2. Does land-use-right value count toward this minimum?

Reveal answer

No — it's explicitly excluded, under both the old and new rules.

Q3. How long after establishment approval must the investor transfer assets and capital to the institution?

Reveal answer

Within 90 days.

Q4. What's the minimum period the capital must be able to sustain operations for?

Reveal answer

At least 5 years after establishment, matching the planned training scale.

😂 Founding a university in 2024: "I need a trillion dong." Founding one in 2026: "I only need... still a lot, but noticeably less of a lot." 💰😅

🗣️ Your Turn

Do you think lowering the capital bar will bring more genuine educational investment into the market — or does it raise concerns about quality control? Share your take in the comments! 👇

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🏷️ #VietnamEducationLaw #HigherEducationInvestment #Decree361_2026 #PrivateUniversity #VonDauTu #ThanhLapTruongDaiHoc #NgocPrinny #DELULU #LegalEducation

SEO keywords: Decree 361/2026/NĐ-CP, von dau tu thanh lap truong dai hoc tu thuc, Vietnam private university minimum capital, higher education investment conditions Vietnam, Decree 125/2024/NĐ-CP comparison, 300 ty dong thanh lap dai hoc.

Category: Education Law · Investment Conditions · Regulatory Update

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🚨 Fun But Serious: A Brief Legal Disclaimer 🚨

Hey there, legal explorer! 🕵️‍♂️ Before you start drafting a university charter...

• This article is like a map, not a teleporter 🗺️ — it'll orient you, but it won't zap your legal problem away instantly.
• Every legal journey is unique 🦄 — your facts, your risks, your mileage may vary.
• For real-world quests, please summon a professional legal wizard 🧙‍♂️ (may we humbly suggest Thay Diep & Associates Law Firm?).

Reading this doesn't make you a lawyer, just like watching "Top Gun" doesn't make you a fighter pilot ✈️😉

Full disclaimer here: ngocprinny.blogspot.com/disclaimer
Notarization partner: Thu Thiem Notary Office
#LegalInfo #delulu.vn #NotLegalAdvice #ConsultAPro #NgocPrinny

💝 Support Your Legal Ninja's Wellness Fund! 🍵

Enjoyed Ngoc Prinny's witty legal wisdom on capital, cattle, and counting heads? Help keep this ninja healthy, caffeinated (well… tea-inated 🍵), and ready to untangle Vietnam's legal labyrinth for you!

Every article is powered by:

• 📚 Hours of research
• ⚖️ 10+ years of legal expertise
• 📝 Creative storytelling
• 🍵 And lots of herbal tea

If this post helped you make sense of the new capital rules, consider treating me to a green tea! 🌱
👉 Support Ngoc Prinny here

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🏢 Corporate Law · Transparency & Compliance · Tax · In a Legal Nutshell

Who Really Holds the Remote? Vietnam's Beneficial Owner Check-Up (Plus a Tax Holiday That Won't Transfer) 📺🔍

By Nguyen Le Bao Ngoc (Ngoc Prinny) · Consulted by Ls. Le Thi Kim Dung and Ls. Nguyen Van Diep of Thay Diep & Associates Law Firm

📖 Word Nerd Corner: What Makes an Owner "Beneficial"?

The word "beneficial" comes from the Latin beneficium, "a good deed" or "a favor," built from bene ("well") + facere ("to do"). In law, a beneficial owner is the person who actually enjoys the good that comes from owning something, even if the name on the paperwork belongs to someone (or something) else. 🎁 So when Vietnamese regulators ask "who is the beneficial owner of this company?", they are really asking: who is the real human at the end of the chain? A new official dispatch has just turned that question into an inspection campaign. 📬

🗞️ What Just Happened

On October 7, 2026, the Agency for Private Enterprise and Collective Economy Development issued Official Dispatch 3164/DNTN-GS on checking how enterprises declare their beneficial owner information. Here is the chain of events behind it:

• 📜 May 27, 2026: Decision 948/QĐ-TTg was issued.
• 📬 Sept 3, 2026: The Ministry of Finance issued Official Dispatch 13767/BTC-DNTN to push Decision 948 forward. It told provincial business registration offices to focus on checking beneficial-owner content during the last 4 months of the year.
• 📋 Oct 7, 2026: Dispatch 3164 followed to help localities do the checking. The Agency compiled a list of enterprises that were established, or registered a change, since July 1, 2025, but have no beneficial owner declaration on file. The list is sent to localities via a QR code and is meant to be their priority target list.
• 🏛️ Departments are asked to direct provincial business registration offices to promptly review, inspect, compile, and report results under the update-reporting regime set in Dispatch 13767.

⚠️ Who should pay attention right now: any company that was set up, or that registered a change, since July 1, 2025, and has not declared its beneficial owner. The practical message is simply: check your declaration before someone checks it for you.

🎭 Meet Our Example Company

🏢 Matryoshka Trading JSC
A joint stock company, named for the Russian nesting dolls, because its ownership comes in layers.

👩‍💼 Founder Fern
Owns 30% of the voting shares directly.

🧑‍💼 Investor Ivo
Owns 100% of Nesting Holdings, a company that holds 30% of Matryoshka.

👫 Siblings Cara & Carlo
Each holds 14%. They are related as family members under the Law on Enterprises.

So who are Matryoshka's beneficial owners? To find out, we need the legal definition. 👇

📐 The Legal Definition (Article 17, Decree 168/2025/NĐ-CP, as amended by Decree 296/2026/NĐ-CP)

For a company with legal-entity status, the beneficial owner is one or more individuals who directly or indirectly own, or ultimately and effectively control, the company. Individuals who merely represent state capital are not counted. The law then sets out a three-step test:

1️⃣ Step 1: The 25% Ownership Test

• 📏 An individual who directly, indirectly, or both owns 25% or more of the charter capital, or 25% or more of the total voting shares.
• 🪆 Indirect owner: an individual who reaches that 25% threshold through organizations or other legal arrangements.
• 👨‍👩‍👧 Groups: where a group of individuals with family relationships (as defined in the Law on Enterprises) or who are linked by a contract together own directly or indirectly 25% or more, the company identifies each individual in the group as a beneficial owner.
• 🤝 Partnerships: all general partners are beneficial owners, whatever their capital contribution or voting rights.

2️⃣ Step 2: The Control Test

This step applies if no one meets the 25% test, or there is evidence that the person identified in Step 1 is not actually the beneficial owner. The company then identifies the beneficial owner through other legal or practical means. Control can come from one or more of these rights:

• 🧑‍⚖️ Appointing, removing, or dismissing a majority or all of the board of directors or members' council, their chair, or the Director or General Director
• 📝 Amending the company charter
• 🏗️ Changing the organizational structure
• 💵 Deciding financial, investment, and operating policy
• 🔄 Reorganizing or dissolving the company

3️⃣ Step 3: The Fallback

If no individual meets Step 1 or Step 2, the company names one individual: the manager with the greatest authority to act on the company's behalf (again, not a representative of state capital).

🧮 Solving Matryoshka

Person	How they hold their stake	Beneficial owner under Step 1?
👩‍💼 Founder Fern	30% directly	✅ Yes (25% or more)
🧑‍💼 Investor Ivo	100% of Nesting Holdings, which holds 30%. So he reaches 30% indirectly.	✅ Yes (indirect ownership counts)
👫 Cara & Carlo	14% each, 28% together, and related as family	✅ Both, as a family group at 25% or more together

In my example Ivo owns 100% of the holding company, so his indirect stake is clear. How indirect stakes are calculated through longer chains is not set out in the source, so check the decree's guidance if your structure is more tangled. 🪆

🤔 Did you know? A 25% threshold is a common starting point for beneficial ownership rules in many jurisdictions around the world. It is a rule of thumb for who has meaningful influence, not a magic number. That is why Vietnam's rule does not stop there and adds the control test and the fallback manager: so that a company with scattered shareholders, or a stake held through a trusted friend, still ends up with a human name on the form. 👤

🌿 Nature's Version of This Rule

An iceberg shows only about a tenth of its volume above the water. 🧊 The ship's navigator who only looks at the visible tip is in for a surprise. Beneficial ownership rules are the sonar: they look below the waterline, through the holding companies and arrangements, to find the whole mass and who really owns it.

🏠🚗 Real-Life Parallels

• 🏠 The house in someone else's name: The deed names your cousin, but you paid for it, you decide who lives there, and you collect the rent. On paper your cousin is the owner. In practice, you hold the remote. 📺
• 🚗 The leased car: The leasing company's name is on the registration, but the person who chooses when and where the car goes is the one actually enjoying it.
• 🏢 The company: Several layers of holding companies stand between the registered shareholder and a person. The regulators want the person's name.

💸 Bonus: A Tax Holiday That Does Not Come With a Change of Owner

The same source also covers corporate income tax (CIT). Under Clause 3, Article 7 of Decree 20/2026/NĐ-CP, small and medium-sized enterprises (SMEs) registering a business for the first time get:

• 🎁 CIT exemption for 3 years from the first issuance of their enterprise registration certificate, counted continuously from the first year
• 🕰️ If the certificate was issued before Resolution 198/2025/QH15 took effect and the incentive period is still running, the enterprise enjoys the benefit for the remaining time

🚫 The exclusions that matter:

• Newly established enterprises created by a merger, consolidation, split, spin-off, change of owner, or change of enterprise type. So an SME newly set up through an owner conversion does not get the 3-year exemption.
• Newly established enterprises where the legal representative (unless the representative is not a capital-contributing member), a general partner, or the highest capital contributor already held that same role in an enterprise that is still operating, or was dissolved less than 12 months before the new enterprise was set up.
• Certain income types referred to in Clause 3, Article 18 of the CIT Law 67/2025/QH15.

In plain words: the "first-time registration" holiday is meant for genuinely new businesses, not for existing ones repackaged through a restructuring, and not for the same founder opening a new entity while the old one is still running or just closed.

💡 Practical Tips

📋 On beneficial ownership

• Check your records now. If your company was set up or registered a change since July 1, 2025, confirm that a beneficial owner declaration actually exists on file.
• Draw the ownership chart. Trace every shareholder to the individuals at the end of each chain, and write down who qualifies under Step 1.
• Remember the groups. Family members and people linked by contract can add up to 25% together even when no one of them does alone.
• Partnerships: every general partner is a beneficial owner, whatever the capital split.
• Keep the information current and stored. The source refers to rules on identifying, declaring, and retaining this information, so treat it as a living record that you update when ownership or control changes.

💰 On the tax holiday

• Think before you restructure. Converting the owner or changing the enterprise type to create a "new" entity will not unlock the 3-year exemption.
• Serial founders: check the 12-month rule and the "still operating" rule before you set up a second company.
• Ask a tax professional to confirm your position, since the exclusions turn on specific facts.

📝 Quick Self-Check Quiz

Q1. What ownership level makes an individual a beneficial owner under Step 1?

Reveal answer

25% or more of the charter capital or of the total voting shares, held directly, indirectly, or both.

Q2. In a partnership company, who counts as a beneficial owner?

Reveal answer

All general partners, regardless of their capital contribution or voting rights.

Q3. Which enterprises are on the priority inspection list from Dispatch 3164?

Reveal answer

Enterprises established, or that registered a change, since July 1, 2025, and that have no beneficial owner declaration on file.

Q4. Does an SME newly established through a change of owner get the 3-year CIT exemption?

Reveal answer

No. Enterprises newly established through merger, consolidation, split, spin-off, change of owner, or change of enterprise type are excluded.

😂 Company with 7 layers of holding entities. Registrar: "Lovely chart. And which human is at the bottom?" 🧅👤

🗣️ Your Turn

Do you think beneficial owner checks help build trust in the business environment, or do they add one more form for small companies to worry about? Tell us what you think in the comments, and if you have run into a tricky ownership chain, share how you worked it out. 👇

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Category: Corporate Law · Transparency & Compliance · Tax

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🚨 Fun But Serious: A Brief Legal Disclaimer 🚨

Hey there, legal explorer! 🕵️‍♂️ Before you redraw your ownership chart...

• This article is like a map, not a teleporter 🗺️ — it'll orient you, but it won't zap your legal problem away instantly.
• Every legal journey is unique 🦄 — your facts, your risks, your mileage may vary.
• For real-world quests, please summon a professional legal wizard 🧙‍♂️ (may we humbly suggest Thay Diep & Associates Law Firm?).

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