15.07.2025
Newsletter July 2025
We are happy to inform you about the latest legal developments in Asia. The authors of the articles are at your disposal for further questions and information.
CHINA: New Obligation to Report the “Ultimate Beneficial Owner” Also for Foreign-Invested Enterprises in China with Deadline of November 1, 2025
On November 1, 2024, the Administrative Measures on the Collection of Information on Ultimate Beneficial Owners(“Measures”), jointly issued by the People’s Bank of China (PBOC) and the State Administration for Market Regulation (SAMR), entered into force.
The Measures require all enterprises in the PRC – including subsidiaries of foreign companies – to disclose information on their so-called “Ultimate Beneficial Owner” (UBO) to the Chinese authorities.
According to the Measures, all legal entities affected by the Measures that were established before November 1, 2024 must report the information on their Ultimate Beneficial Owner to the competent authorities no later than November 1, 2025.
Legal entities established after November 1, 2024 are required to submit the relevant report within 30 days of their establishment.
It should be noted that the criteria for determining the Ultimate Beneficial Owner under the Measures differ from the criteria under German and Austrian law and may therefore lead to different results.
For further details on this topic, your contact person for China, Rainer Burkardt, is available.
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Your point of contact in China: Rainer Burkardt
Burkardt & Partner
Suite 2507, 25/F, Bund Center
222 Yanan Road (East)
Shanghai 200002, P.R. China
CELL: +86 186 1687 7153
TEL: +86 21 6321 0088
FAX: +86 21 6321 1100
JAPAN: New Guidelines on the Disclosure of Tender Offers
The Japanese Financial Services Agency (FSA) has recently published new guidelines on the disclosure of tender offers, which have far-reaching implications for transparency and fairness in the takeover process.
Under Japanese law, the acquisition of a certain quantity of shares in a listed company outside the stock exchange must be carried out by means of a tender offer. Potential acquirers are required to consult with the Kanto Local Finance Bureau (KLFB) before submitting the tender offer, which reviews the offer.
The new guidelines now set out key aspects that a tender offer must include and require potential acquirers to disclose detailed information to the KLFB.
Potential acquirers are thus encouraged to provide more comprehensive and detailed information about the conditions and background of their tender offers. In particular, they must now clearly explain how the valuation of the target company was carried out and which factors influenced the pricing. They are also required to promptly disclose all material developments in connection with the tender offer as well as to submit financing documents.
Overall, the new guidelines represent a significant step forward in the regulation of the Japanese market. They not only promote transparency but also help to strengthen investor confidence and safeguard market integrity.
Your point of contact in Japan: Michael Müller
Mueller Foreign Law Office
Shin-Kasumigaseki Building
3-3-2 Kasumigaseki, Chiyoda-ku
Tokyo 100-0013, Japan
TEL: +81 3 6805 5161
FAX: +81 3 6805 5162
MALAYSIA:Malaysia Tightens Data Protection Law: New PDPA Obligations in Force Since June 2025
Since June 1, 2025, the Personal Data Protection (Amendment) Act 2024 in Malaysia has been fully in force. Companies from German-speaking countries with subsidiaries or business activities in Malaysia are now subject to new, expanded requirements in handling personal data. Violations of the provisions may in future be punished with fines of up to RM 1 million and prison sentences of up to two years for responsible persons.
To support implementation, a free self-check (desktop/laptop) provides an initial orientation. By answering just a few questions, companies receive within 48 hours an individual risk analysis as well as concrete recommendations for action. Access can be found via the link in the comments.
The five most important changes of the new law at a glance:
- First, the mandatory obligation to appoint a Data Protection Officer (DPO) now applies to all affected companies.
- Second, a 72-hour reporting obligation for data breaches to the Malaysian supervisory authority JPDP has been introduced.
- Third, stricter requirements apply to international data transfers – particularly regarding the transfer of personal data from the EU to Malaysia.
- Fourth, the documentation obligations have been significantly expanded: companies must transparently document all data protection processes and disclose them if required.
- Fifth, the penalty framework has been considerably increased – in addition to fines, the personal liability of managing directors and data protection officers is also envisaged.
A detailed legal analysis of all the new provisions can be found in the article published in Recht der Internationalen Wirtschaft (RIW), authored by Dr. Harald Sippel, Malaysia partner at the law firm Aqran Vijandran. The contribution provides practical insights for companies seeking to make their data protection compliance in Malaysia future-proof.
You can find the article at:
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Ihr Ansprechpartner in Malaysia: Dr. Harald Sippel
Aqran Vijandran
5-2A, Medan Klang Lama 28, 419, Jalan Klang Lama
Wilayah Persekutuan
Kuala Lumpur, Malaysia
TEL: +60 1 8211 4958
VIETNAM: New Grounds for Temporary Exit Suspension Due to Tax Debts
On 28 February 2025, the Vietnamese Government issued Decree No. 49/2025/ND-CP, introducing new legal grounds for temporarily suspending the exit of individuals in connection with outstanding tax obligations. The Decree applies to both personal tax debts and tax liabilities related to business entities and took effect immediately. It is expected to have significant implications for individual taxpayers as well as legal representatives of enterprises with tax arrears in Vietnam.
Who is affected?
The new rules apply to the following categories:
- Business individuals and household business owners
– If subject to an administrative enforcement decision involving tax arrears of at least VND 50 million, which remain unpaid 120 days after the payment deadline;
– If no longer operating at their registered business address and tax arrears exist, regardless of the amount or duration.
- Legal representatives of enterprises
– If subject to an administrative enforcement decision involving tax arrears of at least VND 500 million, which remain unpaid 120 days after the payment deadline;
– If the enterprise has ceased operations at its registered address and tax arrears exist, regardless of the amount or duration.
- Vietnamese citizens exiting to reside overseas
– If they have outstanding tax obligations, regardless of amount or overdue duration.
- Foreigners before leaving Vietnam
– If they have outstanding tax obligations, regardless of amount or overdue duration.
Procedure for Exit Suspension
- The tax authority will generally notify the taxpayer via the taxpayer’s electronic tax transaction account.
- If the taxpayer is unreachable electronically or has ceased operations at their registered address, the notice will be published on the tax authority’s website.
- If the tax obligation is not fulfilled within 30 days from the date of notification, the tax authority will issue a formal exit suspension decision and submit it to the immigration authority for enforcement. Note: This 30-day period does not apply to Vietnamese citizens emigrating permanently or foreign nationals with tax debts.
Lifting the Suspension
Once the outstanding tax liabilities are settled, the tax authority will notify the immigration authority, which must lift the exit suspension within 24 hours of receiving the notice.
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Your point of contact in Vietnam: Christian A. Brendel
Brendel & Associates Law Co., Ltd.
Golden Tower, 9th Floor, 6 Nguyen Thi Minh Khai
Dakao Ward, District 1
Ho-Chi-Minh-Stadt, Vietnam
CELL: +84 98 978 4791
TEL: +84 28 3911 2008
FAX: +84 28 3911 2010