Decree 296/2026/ND-CP, effective from July 23, 2026, amends numerous provisions on enterprise registration with 22 notable changes, focusing on beneficial owner transparency, simplified procedures, administrative reform, and revised regulations on business suspension and enterprise dissolution.
On July 23, 2026, Decree 296/2026/ND-CP officially takes effect, amending and supplementing many provisions of Decree 168/2025/ND-CP on enterprise registration. According to the compiled document, there are 22 notable changes, focusing on four major content groups: (i) beneficial owner transparency; (ii) simplification of enterprise registration dossiers and procedures; (iii) administrative procedure reform; and (iv) changes in regulations on business suspension and enterprise dissolution.
New regulation: Owners, members, and shareholders are not allowed to act as nominees for others to contribute capital to an enterprise; capital contribution must comply with regulations on contributed assets as per the Law on Enterprises.
Points to note: Enterprises need to review cases where relatives, employees, or partners are nominated for capital contributions, as this model poses potential legal risks and is no longer compliant with new transparency requirements.
The concept of Beneficial Owner is completely replaced. It is no longer determined by parallel criteria but shifts to a three-step sequential determination process: (i) individual owner; (ii) individual with actual control; and (iii) manager with the highest authority if the first two cases cannot be identified. Individuals representing state capital are excluded.
The determination of the 25% ownership threshold is expanded to include:
If not determinable by ownership percentage, enterprises must consider individuals with actual control, such as the right to appoint or dismiss leaders, amend charters, decide on investment policies, finance, reorganization, or dissolution of the enterprise.
If the enterprise cannot identify the Beneficial Owner according to Step 1 and Step 2, it must declare the enterprise manager with the highest authority to act on behalf of the enterprise. There will no longer be cases where Beneficial Owner information is left blank.
The identification of Beneficial Owners must be carried out across multiple layers of ownership, ensuring the ultimate individual controller is traced rather than stopping at intermediate legal entities. The identification process is performed according to a mandatory three-step sequence.
The regulation requiring notification of changes in organizational shareholders owning 25% or more of voting shares is abolished. However, the obligation to notify changes in Beneficial Owners remains and has a broader scope than before.
The business registration authority will extract information from national databases and specialized databases instead of requiring enterprises to resubmit many existing documents, such as Enterprise Registration Certificates, Investment Registration Certificates, SSC licenses, court decisions, etc. The application depends on the announcement of the National Portal on Enterprise Registration.
Vietnamese translations are no longer required to be notarized but instead require certification of the translator's signature, helping to reduce costs and time for dossier preparation.
Foreign investors, in cases permitted by law, may establish an enterprise before obtaining or adjusting an Investment Registration Certificate, provided they commit to meeting market access conditions.
Electronic authentication is only mandatory for 07 groups of procedures such as enterprise establishment, change of legal representative, change of owner, members of limited liability companies, founding shareholders or foreign shareholders of unlisted joint-stock companies, private enterprise owners, and general partners.
Online enterprise registration dossiers can be presented in the form of electronic documents or electronic data, both having equivalent legal validity to paper dossiers if they meet the prescribed conditions.
The Decree shortens the processing time for many procedures such as: issuing notices to cease enterprise registration procedures, issuing certificates of change in branch operation registration, rectifying enterprise registration information, and changing the legal status of business locations that have ceased operations.
Each suspension notification is still no more than 12 months, but the total continuous suspension period must not exceed 24 months.
During the suspension period, if there are changes in enterprise registration information as stipulated by the Law on Enterprises, the enterprise must still carry out registration or notification procedures for changes. This regulation also applies in cases where the enterprise is suspended or ceases operations at the request of a competent authority.
When carrying out dissolution procedures, joint-stock companies that are not listed companies or companies registered for securities trading must submit a copy of the shareholder register with their dissolution dossier.
The business registration authority will update and store shareholder information of unlisted joint-stock companies in the National Enterprise Registration Database for a period of 06 years from the date of the company's dissolution. This is a completely new regulation.
Decree 296/2026/ND-CP, effective from July 23, 2026, amends numerous provisions on enterprise registration with 22 notable changes, focusing on beneficial owner transparency, simplified procedures, administrative reform, and revised regulations on business suspension and enterprise dissolution.
Decree 296/2026/ND-CP, effective from July 23, 2026, amends numerous provisions on enterprise registration with 22 notable changes, focusing on beneficial owner transparency, simplified procedures, administrative reform, and revised regulations on business suspension and enterprise dissolution.
Decree 296/2026/ND-CP, effective from July 23, 2026, amends numerous provisions on enterprise registration with 22 notable changes, focusing on beneficial owner transparency, simplified procedures, administrative reform, and revised regulations on business suspension and enterprise dissolution.
Decree 296/2026/ND-CP, effective from July 23, 2026, amends numerous provisions on enterprise registration with 22 notable changes, focusing on beneficial owner transparency, simplified procedures, administrative reform, and revised regulations on business suspension and enterprise dissolution.
Decree 296/2026/ND-CP, effective from July 23, 2026, amends numerous provisions on enterprise registration with 22 notable changes, focusing on beneficial owner transparency, simplified procedures, administrative reform, and revised regulations on business suspension and enterprise dissolution.
Decree 296/2026/ND-CP, effective from July 23, 2026, amends numerous provisions on enterprise registration with 22 notable changes, focusing on beneficial owner transparency, simplified procedures, administrative reform, and revised regulations on business suspension and enterprise dissolution.
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