On 11 December 2025, at the 10th Session of the 15th National Assembly, the National Assembly of Viet Nam officially adopted the Law on Recovery and Bankruptcy 2025 (“LRB 2025”). The LRB 2025 shall take effect from 01 March 2026 and replaces the Law on Bankruptcy 2014, marking a significant shift in Viet Nam’s bankruptcy and corporate recovery policy. The reforms introduced by the LRB 2025 have a direct impact on the rights and obligations of participants in the bankruptcy procedure, including creditors.
According to Clauses 5, 6, 7, and 8 of Article 5 of the LRB 2025, a creditor refers to an individual, authority, or organization that has the right to request an enterprise or cooperative to fulfill its debt payment obligations. Creditors are classified into three categories: (i) unsecured creditors; (ii) secured creditors; and (iii) partially secured creditors[i]. The LRB 2025 restructures the system of creditors’ rights and obligations in the recovery procedure and the bankruptcy procedure. Accordingly, creditors’ rights and obligations are no longer regulated uniformly throughout the entire process, as under the previous legal framework, but are specifically defined in accordance with the objectives and characteristics of each respective procedure.
I. RIGHTS OF CREDITORS IN ENTERPRISE RECOVERY PROCEDURE
LRB 2025 recognizes recovery as an independent procedure, which may be applied to enterprises or cooperatives that are at risk of insolvency or have already become insolvent, upon an application for the application of the recovery procedure being filed by a person entitled to do so (Article 24 of the LRB 2025). By contrast, the Law on Bankruptcy 2014 only provided for a recovery mechanism within the framework of the bankruptcy procedure, which could be considered solely after the Court had decided to commence the bankruptcy procedure.
Based on this change, in addition to the general rights set out in Article 13 of the LRB 2025, a number of key rights of creditors in the recovery procedure are specifically provided for as follows:
1. Right to participate in the creditors’ meeting and voting rights on the meeting’s resolutions
Clause 2 of Article 33 of the LRB 2025 provides that a creditor has the right to participate in the Creditors’ Meeting either in person or through a legal representative. In case a creditor does not attend the meeting but submits written opinions to the Judge, such creditor shall still be deemed to have participated in the Creditors’ Meeting and shall be entitled to have its voting rights counted for the adoption of the Meeting’s resolution.
The Creditors’ Meeting has the right to adopt and issue resolutions determining one of the matters specified in Clause 7 of Article 33 of the LRB 2025, including: (1) An Approval of the plan for the recovery of the business operations of the enterprise or cooperative; (2) A Request for termination of the recovery procedure; (3) A Request for the application of bankruptcy procedure in cases where the enterprise or cooperative is insolvent, which must include provisions on the obligation to advance bankruptcy costs; and (4) Other matters as provided in Clause 2 of Article 33 of the LRB 2025.
2. Right to supervise the implementation of the business recovery plan
After the Judge recognizes the resolution of the Creditors’ Meeting approving the recovery plan, creditors are entitled to supervise the implementation of the business recovery plan of the enterprise or cooperative. This right is safeguarded through creditors’ entitlement to receive and review quarterly reports on the implementation status of the recovery plan, which are prepared by the enterprise or cooperative. On that basis, creditors may supervise the level of compliance with, and assess the effectiveness of, the recovery plan as approved by the Court (Article 35 of the LRB 2025).
3. Right to request amendment and supplementation of the business recovery plan
Article 36 of the LRB 2025 provides that, during the implementation of the business recovery plan, creditors and the enterprise or cooperative have the right to agree on the amendment or supplementation of the business recovery plan. A Resolution on the amendment or supplementation of the business recovery plan shall be adopted if it is approved by creditors representing at least 65% of the total outstanding debts of the creditors participating in the voting. Any amendment or supplementation of the business recovery plan must be considered and approved at a Creditors’ Meeting and recognized by the Judge in accordance with applicable law.
4. Right to request termination of the recovery procedure and right to request the application of the bankruptcy procedure
According to Points b and c of Clause 7 of Article 33 of the LRB 2025, the Creditors’ Meeting has the right to adopt a resolution requesting the termination of the recovery procedure and/or requesting the application of the bankruptcy procedure in cases where the enterprise or cooperative is insolvent. In addition, Article 37 of the LRB 2025 provides that the Judge shall decide to terminate the recovery procedure where the Creditors’ Meeting fails to adopt a resolution as prescribed in Points a, b, and c of Clause 7 of Article 33 of the LRB 2025. This provision ensures that the recovery procedure is maintained only where there is creditors’ acceptance and a practical possibility of recovery.
II. RIGHTS OF CREDITORS IN ENTERPRISE BANKRUPTCY PROCEDURE
When an enterprise or cooperative becomes insolvent and fails to satisfy the conditions for the application of, or the continuation of, the recovery procedure, the bankruptcy procedure may be applied in accordance with the LRB 2025. In such procedures, creditors’ rights are structured to ensure the collective resolution of claims, the preservation of assets, and the orderly distribution of the assets of the enterprise or cooperative in accordance with the priority order prescribed by law. On that basis, in addition to the general rights set out in Article 13 of the LRB 2025, several key rights of creditors in the bankruptcy procedure are provided as follows:
1. Right to apply for the commencement of the bankruptcy procedure and to request a review of the acceptance of the application
According to Clause 1 of Article 38 of the LRB 2025, unsecured creditors and partially secured creditors are among the entities entitled to file an application requesting the Court to apply the bankruptcy procedure where an enterprise or cooperative is insolvent. In case the Court issues a notice returning the application for the bankruptcy procedure, the creditor has the right to request the Chief Justice of the Court to review such notice (Article 39 of the LRB 2025).
2. Right to submit debt claims and to be included in the list of creditors
Pursuant to Article 55 of the LRB 2025, within 15 days from the date on which the bankruptcy procedure is commenced, a creditor has the right to submit a debt claim, together with evidence demonstrating the claim, and to be recorded in the list of creditors. Inclusion in the list of creditors is a condition for a creditor to participate in the Creditors’ Meeting and to receive payment in the bankruptcy procedure. An innovation of the LRB 2025 is its specification of the legal consequences of failing to submit a debt claim within the prescribed term. Accordingly, a creditor shall lose the right to participate in the bankruptcy procedure, except in cases of force majeure or objective impediments.
3. Right to supervise the operations of the enterprise or cooperative after the decision to commence the bankruptcy procedure
After the Court issues a decision to commence the bankruptcy procedure, creditors are entitled to exercise supervisory rights over the operations of the enterprise or cooperative, specifically as follows:
- Through the Creditors’ Representative Board and the Creditors’ Meeting, creditors have the right to request the Judge to replace the legal representative of the enterprise where such a person lacks managerial capacity or shows signs of violations (Clause 1 of Article 42 of the LRB 2025).
- Creditors are entitled to participate in the supervision of major transactions of the enterprise through the reporting mechanism of the Asset Management Officer (Clause 3 of Article 42 of the LRB 2025).
- Creditors have the right to request the application of interim emergency measures for the purpose of preserving the assets of the enterprise or cooperative (Article 58 of the LRB 2025).
4. Right to request the invalidity of transactions and right to object to detrimental transactions
Pursuant to Clause 2 of Article 42, Clauses 1 and 2 of Article 49, and Article 50 of the LRB 2025, creditors have the right to request the Court to declare invalid transactions that are determined to exhibit the following characteristics: (1) unlawful or inequitable transfer of assets; (2) unreasonable preferential treatment of certain creditors; or (3) transactions with related parties within the time limits prescribed by law. Creditors may exercise this right directly or through the Asset Management Officer to protect the common assets, ensure the fair treatment among creditors, and maintain the effectiveness of the bankruptcy procedure.
5. Right to participate in and vote at the creditors’ meeting
Similar to the recovery procedure, pursuant to Article 61 of the LRB 2025, creditors have the right to:
- Participate in the Creditors’ Meeting in person, through a legal representative, or by submitting written opinions before the meeting; and
- Vote on and adopt resolutions on one of the matters specified in Clause 6 of Article 61 of the LRB 2025, including:
- Requesting the termination of the bankruptcy procedure in cases falling under Clause 1 of Article 64;
- Approving a business recovery plan and requesting the Court to recognize such plan (in which case the enterprise or cooperative must have a recovery plan);
- Requesting the Court to declare the enterprise or cooperative bankrupt;
- Approving the transfer of assets as a whole, or a part or all of a business line, enterprise, or cooperative (where secured assets are transferred, the consent of the relevant secured creditors is required); and
- Other matters falling within the competence of the Creditors’ Meeting.
This right ensures creditors’ participation in decision-making on key matters during the bankruptcy procedure, thereby enhancing transparency and fairness in the collective resolution of debts and the handling of the enterprise’s assets.
6. Right to request review and resolution of a request for review of the creditors’ meeting resolution
Pursuant to Clause 1 of Article 62 of the LRB 2025, where a creditor disagrees with a resolution of the Creditors’ Meeting, such creditor has the right, within five (05) working days from the date of receipt of the resolution, to submit a written request to the Chief Justice of the Court handling the bankruptcy case for a review of the resolution of the Creditors’ Meeting. The review of the Creditors’ Meeting resolution aims to protect the lawful rights and interests of creditors, while ensuring transparency and fairness in the conduct of the bankruptcy procedure, thereby contributing to more effective management and handling of bankruptcy in accordance with the law.
III. CONCLUSION
The LRB 2025 clearly divided the rights of creditors according to each procedure, thereby enhancing transparency, fairness, and effectiveness in the handling of debts and enterprise assets. The provisions on creditors’ rights to participate, supervise, vote, and request review of resolutions not only protect creditors’ interests but also encourage enterprises to comply with their obligations. However, this framework also requires proactive cooperation from both creditors and enterprises; failing which, it may delay the recovery or bankruptcy process. Overall, the provisions of the LRB 2025 contribute to market stability and improve accountability and efficiency in the management of recovery and bankruptcy procedures.
The above outlines certain key aspects of creditors’ rights in recovery and bankruptcy procedures under the LRB 2025.
[i] Pursuant to Clauses 6, 7, and 8 of Article 5 of the LRB 2025, creditors are classified into three types as the following:
6. Unsecured creditor means an individual, authority, or organization that has the right to require an enterprise or cooperative to perform payment obligations in respect of a debt not secured by assets of such enterprise or cooperative or of a third party.
7. Secured creditor means an individual, authority, or organization that has the right to require an enterprise or cooperative to perform payment obligations in respect of a debt secured by assets of such enterprise or cooperative or of a third party.
8. Partially secured creditor means an individual, authority, or organization that has the right to require an enterprise or cooperative to perform payment obligations in respect of a debt secured by assets of such enterprise or cooperative or of a third party, where the value of the secured assets is lower than the amount of the debt that the enterprise or cooperative is obliged to pay.
