Important changes to Decree 296 on enterprises registration and notes on legal compliance

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On July 23, 2026, the Government promulgated Decree No. 296/2026/ND-CP amending and supplementing several articles of Decree No. 168/2025/ND-CP on enterprise registration (“Decree 296”). The promulgation of Decree 296 reflects the Government’s approach to simplifying administrative procedures for enterprise registration, such as new regulations on the integration of National Databases (NDBs) and the abolition of the obligation to submit copies of administrative documents. On the other hand, the regulatory authority tightens the accountability and legal transparency of enterprises by implementing a mandatory electronic authentication mechanism in the authorization process, strictly prohibiting acting as a nominee for capital contributions, and specifying criteria for controlling beneficial owners.

In this legal update, Minh Thien Law analyzes several significant changes introduced by this Decree regarding enterprise registration.

A. ADMINISTRATIVE PROCEDURE REFORM AND NATIONAL DATA INTERCONNECTIVITY

1. Decree 296 prohibits acting as a nominee (using one's name on behalf of another) when contributing capital to establish an enterprise. It amends and supplements regulations concerning the responsibility for self-declaration and ensuring the veracity of application dossiers. Notably, it adds an obligation for enterprise owners, shareholders, and company members: they are prohibited from using their names to act on behalf of others when contributing capital to an enterprise.

2. The Decree also abolishes the requirement to submit copies of documents already available in the National Database (NDB) when carrying out enterprise registration procedures. Accordingly, it adds Clause 7 to Article 4, stipulating that provincial enterprise registration authorities must independently access and utilize information from the National Database on Enterprise Registration and other specialized databases. Enterprise registration authorities must not require individuals or organizations to submit copies of the following documents if the information is already available:

   • Certificates of enterprise registration, cooperative registration, household business registration, tax registration, or investment registration;

   • Written approvals for capital contribution, share acquisition, or acquisition of capital contributions by foreign investors or foreign-invested economic organizations;

   • Licenses for establishment and operation or written approvals issued by the State Securities Commission;

   • Legally effective court decisions.

   • Exception: Individuals or organizations may only be required to submit paper copies if the information cannot be accessed or if the available information is incomplete or inaccurate.

3. Additionally, Decree 296 simplifies the documentation requirements for state-owned enterprises. For single-member limited liability companies where the State holds 100% of the charter capital, the requirement to include a copy or original of the company owner's resolution/decision and the document appointing an authorized representative (where the owner is an organization) in the enterprise registration dossier is replaced by a document issued by the organization or individual with authority under the laws governing the management and investment of state capital in enterprises.

   
   

B. STRICTER REGULATIONS ON AUTHORIZATION AND ELECTRONIC AUTHENTICATION

4. Decree 296 mandates electronic authentication when authorizing the performance of enterprise registration procedures. Accordingly, both the authorizing party and the authorized party are legally liable for the legality, truthfulness, and accuracy of the authorization. Furthermore, both parties must undergo electronic authentication (e.g., via the VNeID application) to perform enterprise registration when carrying out the following procedures:

   • Registration of enterprise establishment;

   • Registration of changes to the legal representative, owner, or members of a limited liability company;

   • Changes to information regarding founding shareholders or foreign investor shareholders of a joint-stock company that is neither listed nor registered for securities trading;

   • Changes to the owner of a private enterprise or to general partners;

   • Contingency measure: In the event of an interruption to electronic authentication, the authorizing party may complete the electronic authentication process after the Enterprise Registration Certificate has been issued. If the authorizing party fails to confirm the authorization or confirms that no authorization was granted, the provincial Enterprise Registration Authority will require the enterprise to submit an explanatory report.

5. In addition to enterprises, the new regulations also require electronic authentication for the registration procedures applicable to business households. Specifically, the authorizing party and the authorized party handling procedures for a business household must also undergo electronic authentication when establishing the enterprise, changing the business household owner, or changing the household members registered with the business household. If an electronic identification account is not yet available, the application dossier must include a copy of a valid Citizen Identity Card.

   
   

C. AMENDMENTS TO REGULATIONS ON BENEFICIAL OWNERS AND SHAREHOLDERS

6. Decree 296 amends the mechanism for identifying and notifying beneficial owners, specifically:

   • Clarifies the definition of a beneficial owner of a legal-entity enterprise as the individual who ultimately owns or effectively controls the enterprise, excluding individuals representing state capital.

   • In cases where no individual meets the criteria for actual ownership or control, the enterprise must identify the enterprise manager with the highest authority to act on behalf of the enterprise (excluding the state capital representative).

   • If no individual meets the standard beneficial owner criteria, the enterprise founder or the enterprise itself must declare and notify the Enterprise Registration Authority of the information regarding this enterprise manager with the highest authority.

7. Additionally, the new regulations extend the retention period for shareholder information of unlisted joint-stock companies. Specifically, Decree 296 adds a requirement to update and retain information regarding shareholders of joint-stock companies that are neither listed nor registered for securities trading within the National Database on Enterprise Registration for a period of six years from the date of the company's dissolution.

   
   

C. AMENDMENTS TO REGULATIONS ON SUSPENSION OF BUSINESS, SUSPENSION OF OPERATIONS, AND DISSOLUTION

8. Decree 296 imposes stricter requirements regarding the duration and information provided when suspending business operations. Similar to Decree No. 168/2025/ND-CP on enterprise registration, Decree 296 stipulates that an enterprise must submit a notification of the suspension of operations or the resumption of operations prior to the scheduled date no later than three working days before the intended start date of the suspension. However, the new regulation specifies that the total duration of consecutive business suspension must not exceed 24 months. Additionally, the notification of business suspension must include the telephone number and email address of the enterprise's legal representative.

   
   

9. Enterprises are required to register changes to their information during periods of business suspension or operational suspension. Specifically, if there are changes to the enterprise registration information as prescribed in Articles 30 and 31 of the Law on Enterprises while the enterprise is suspending business, has its operations suspended, or is ceasing business at the request of a competent state authority, the enterprise must still fulfill the obligation to register or notify the change in enterprise registration details. Similar regulations apply to business households.

   
   

10. The law also adds a requirement regarding the documentation for the dissolution of a joint-stock company. Specifically, for joint-stock companies that are neither listed nor registered for securities trading, the notification of enterprise dissolution included in the dissolution dossier must be accompanied by a copy of the shareholder register.

    
    

D. AMENDMENT OF APPLICATION DOSSIER PROCESSING TIMELINES AND REFINEMENT OF RELATED TERMINOLOGY IN ENTERPRISE REGISTRATION

• Decree 296 reduces the processing time for dossiers from three working days to two working days for certain specific procedures, including:

  • Notification of changes to enterprise registration contents (Clause 6, Article 31);

  • Changes to registration contents of branches, representative offices, and business locations (Clause 5, Article 56);

  • Registration of changes to enterprise registration contents for companies undergoing a split or merger (Clause 4, Article 66);

  • Correction of enterprise registration information (Clauses 1, 2, 3, and 4, Article 77);

  • Amendment and supplementation of business household registration dossiers (Clause 5, Article 95 and Clauses 1, 2, 3, and 4, Article 115).

12. The new regulations also amend the authority regarding business household registration at the commune level. Accordingly, Decree 296 stipulates that if a commune-level People's Committee establishes a specialized division tasked with business household registration, that division shall carry out the procedure; if no such specialized division is established, the commune-level People's Committee shall perform the task directly. The commune-level business registration authority handling business household registration procedures must possess its own account and seal.

    
    

13. To ensure consistency with the provisions of the 2025 Law on Investment, Decree 296 prescribes the procedure for enterprise establishment prior to obtaining an Investment Registration Certificate (IRC). Where a foreign investor establishes an enterprise prior to the issuance or amendment of an Investment Registration Certificate (IRC) in accordance with investment laws, the enterprise registration dossier does not require a copy of the IRC. However, the enterprise registration application must include a commitment to meet market access conditions applicable to foreign investors.

    
    

14. Decree 296 also standardizes specialized terminology to align with practical application, replacing the phrase “Tax registration information system” with “Tax registration application system” in Clause 2, Article 53.

    
    

15. Finally, Decree 296 repeals provisions that overlap or conflict of Decree 168. Specifically, it completely repeals Article 37, Clause 2 of Article 52, Article 111, and Clause 3 of Article 124 of Decree No. 168/2025/ND-CP.

    
    

Overall, the changes introduced by Decree 296 regarding the direct retrieval of information from specialized national databases significantly reduce compliance costs and procedural time for enterprises. However, practical compliance pressure on enterprises increases significantly due to requirements for electronic authentication when authorizing changes to personnel or capital information, limits on consecutive periods of business suspension, obligations to register information changes even during suspension, and strict reporting obligations regarding beneficial owners for anti-money laundering purposes.

To ensure a smooth transition, Minh Thien Law recommends that enterprises proactively review their registers of members or shareholders, complete beneficial owner declarations, and prepare the necessary electronic identification and authentication infrastructure to facilitate seamless public administrative procedures.

Minh Thien Law is committed to partnering with your business to standardize internal management processes and effectively mitigate compliance risks regarding regulatory authorities.

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This article

• reflects the author's subjective viewpoint on the main topic mentioned in this article, providing the best reference value at the time of publishing;

• is not considered the viewpoint or opinion of any state agency in any case; and

• does not constitute legal advice from Minh Thien Law and should not be applied to resolve any specific legal situation.

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