Vietnam is undergoing a notable shift in its employee stock ownership framework:
1. Smoother Regulation
Under Circular 23/2024, no SBV registration is required for ESOPs, provided they do not involve outbound cash flows. Monthly disclosures are now mandatory.
2. Corporate Spotlight
Recently, a listed enterprise will issue 7.5 million ESOP shares at VND 10,000 each – equivalent to around 0.5% of its free float – as a reward for top-performing staff. Of this issuance, foreign employees will receive only about 0.027%. Proceeds are intended to strengthen capital and support welfare initiatives.
Another real-life case whereby a listed real estate developer plans to issue 97.4 million ESOP shares, representing 5% of its outstanding shares. The offering aims to recognize executive contributions, raise working capital, and increase charter capital to VND 20.476 trillion (subject to State Securities Commission approval). A one-year lock-up period will apply post‑issuance.
Fast-Tracked Reforms, Major Corporate Moves, and Tax Vigilance
3. Tax Scrutiny Intensifies
From a tax perspective, as of June 2025, Vietnam’s Tax Authorities has launched an ad‑hoc inspection campaign targeting companies issuing shares under ESOPs. Focus areas include Corporate and personal income tax compliance, Proper documentation and deductibility of ESOP-related expenses, and accurate valuation and reporting of benefits to employees.
How is your organization adapting to this rapidly evolving landscape? You are welcome to reach out to us at legalenquiries@hthpartners.com.vn to explore strategies or exchange insights on ESOP compliance and design in Vietnam.
