DECREE NO. 296/2026/ND-CP: KEY CHANGES TO ENTERPRISE REGISTRATION IN VIETNAM

EXECUTIVE SUMMARY 

On 23 July 2026, the Vietnamese Government issued Decree No. 296/2026/ND-CP (“Decree 296”), amending and supplementing a number of articles of Decree No. 168/2025/ND-CP on enterprise registration (“Decree 168”). Decree 296 took effect on the date of its signing, being 23 July 2026.

Decree 296 was issued as part of the Government’s ongoing programme of administrative reform, accelerating the application of digital transformation in state management of enterprises and tightening ownership transparency requirements in furtherance of anti-money laundering objectives.

Key changes include: the introduction of an express prohibition on nominee capital contribution arrangements; enhanced definitions and disclosure mechanisms for beneficial ownership; simplified documentation requirements and online lodgement procedures; mandatory electronic authentication via the national digital identity application (VNeID) for authorised registration procedures; and a reduction in processing timeframes from three to two working days.

KEY PROVISIONS OF DECREE 296/2026/ND-CP

•  Prohibition on Nominee Capital Contribution Arrangements

Decree 296 introduces an express prohibition on acting as a nominee in contributing capital to an enterprise on behalf of another person. Whilst nominee arrangements have long been considered legally precarious and unenforceable under Vietnamese law, this marks the first time such a prohibition has been explicitly codified in an enterprise registration instrument. The change reflects the regulator’s clear intent to eliminate opaque ownership structures and strengthen the legal framework underpinning anti-money laundering compliance.

• Reduction in Required Documentation – Information Already Held in the National Database

Provincial Business Registration Authorities (“BRA”) are no longer permitted to request documents already stored in the National Enterprise Registration Database (“NERD”). This includes copies of the Enterprise Registration Certificate, Tax Registration Certificate, Investment Registration Certificate, written approvals from investment registration authorities regarding capital contributions or share acquisitions by foreign investors, court decisions, and similar instruments.

The sole exception applies where the system is unable to accurately and completely retrieve the relevant information. This change significantly reduces the administrative burden on enterprises when carrying out registration procedures, whilst maximising the value of data already digitised and centrally stored within the National Database.

• Electronic Authentication via VNeID for Authorisation Procedures

For certain key registration procedures involving changes to personnel and ownership structures, Decree 296 requires both the authorising party and the authorised representative to complete electronic authentication via the VNeID application. This requirement applies to the following procedures:

• Registration of the establishment of an enterprise or business household;
• Registration of changes to the legal representative, owner, or members of a limited liability company; and
• Changes to information concerning founding shareholders, foreign investor shareholders of unlisted joint stock companies not registered for securities trading, sole proprietorship owners, and general partners.

For foreign nationals or persons without a digital identity account, the application must be accompanied by a copy of a valid foreign passport or citizen identity card.

• Enhanced Beneficial Ownership Framework

Decree No. 296 clarifies and expands the definition of a beneficial owner as one or more natural persons who ultimately own or exercise ultimate effective control, whether directly or indirectly, over an enterprise. The definition expressly excludes individuals acting as representatives of State-owned capital.

With respect to the identification criteria, any individual holding 25% or more of the charter capital or voting shares, whether through direct ownership, indirect ownership, or a combination of both, is regarded as a beneficial owner. A notable development is that individuals who are family members or who have agreed to act together and collectively hold 25% or more will also be treated as beneficial owners. This amendment is intended to prevent the artificial fragmentation of ownership interests to avoid disclosure obligations.

For partnerships, all general partners are deemed to be beneficial owners, regardless of their capital contribution.

Where no beneficial owner can be identified based on ownership interests, the enterprise must determine the beneficial owner by reference to ultimate effective control. If no individual can be identified under this criterion, the person holding the highest level of managerial authority within the enterprise will be deemed to be the beneficial owner by default.

This marks the first time that Vietnamese law has imposed a proactive and systematic obligation to identify and declare beneficial owners. Enterprises are now required to conduct their own review, identify their beneficial owners, and notify the BRA of the relevant beneficial ownership information, rather than making such disclosures only upon request as under the previous framework.

• Shareholder Information to be Retained for Six Years After Dissolution

The provincial BRA is now required to update and retain information on shareholders of non-public joint stock companies that are neither listed nor registered for securities trading in the NERD for a period of six (6) years from the date the company completes its dissolution procedures.

This requirement is intended to ensure that shareholder information remains accessible for investigation, inspection, and regulatory enforcement purposes after a company has ceased operations.

• Foreign Investors May Establish an Enterprise Before Obtaining an Investment Registration Certificate

Under the Law on Investment 2025, foreign investors are now permitted to establish an enterprise before applying for an Investment Registration Certificate.

Accordingly, foreign investors are only required to provide a commitment confirming that they satisfy the applicable market access conditions for foreign investors as prescribed by law.

• Simplified Online Enterprise Registration Procedures

Decree No. 296 clearly distinguishes between two scenarios for online enterprise registration:

• Where the application is submitted by the person authorised to sign the registration documents: The applicant is only required to declare the relevant information directly on the online system and is no longer required to upload application forms or notices containing information identical to that already declared electronically. Documents requiring the signatures of multiple persons must still be digitally signed or physically signed and uploaded in accordance with the applicable regulations.
• Where the application is submitted by an authorised representative: The authorised representative must continue to submit a complete set of application documents bearing valid digital signatures or wet signatures in accordance with the existing requirements.

In addition, information declared through the NERD will be automatically transmitted to the tax registration system, facilitating data synchronisation and reducing duplicate reporting obligations across government authorities.

• Additional Requirements for Business Suspension Notifications

Applications for notification of business suspension must now include the telephone number and email address of the company’s legal representative.

Furthermore, the maximum consecutive period of business suspension must not exceed 24 months, preventing enterprises from remaining inactive indefinitely without a clearly defined end date.

• Processing Time Reduced to Two Working Days

More significantly, the statutory processing time for enterprise registration applications submitted through the online system, as well as certain related administrative procedures, has been reduced from three (3) working days to two (2) working days.

This is regarded as a positive development in improving the efficiency of administrative procedures, enabling businesses to better plan and implement their commercial activities, particularly where transactions are subject to strict timelines. The amendment also reflects the Government’s continued commitment to improving the investment and business environment while reducing regulatory compliance costs for enterprises.

In addition to the changes outlined above, Decree No. 296 introduces a number of other noteworthy amendments, which Midland & Partners Law Firm will continue to monitor and update in future publications.

MIDLAND & PARTNERS COMMENT: 

Decree No. 296 represents a significant milestone in the ongoing development of Vietnam’s enterprise registration framework, with a clear focus on enhancing ownership transparency while modernising and simplifying administrative procedures.

With respect to ownership transparency, the prohibition on nominee arrangements, together with the enhanced framework for identifying and declaring beneficial owners, demonstrates Vietnam’s intention to further align its corporate legal framework with international anti-money laundering standards.

Importantly, the obligation to declare beneficial ownership has become more proactive. Rather than making declarations only upon request, enterprises are now expected to review their ownership structures and identify beneficial owners on their own initiative. Businesses with complex ownership structures should therefore conduct a comprehensive review of their corporate records and internal governance arrangements to ensure compliance.

The introduction of digital authorisation verification through VNeID also aligns with the Government’s digital transformation agenda by reducing reliance on traditional paper-based powers of attorney.

For domestic enterprises, the reduction in documentary requirements, shorter processing timelines, and simplified online filing procedures are practical improvements that should directly reduce compliance costs and administrative burdens.

SUGGESTIONS FOR CLIENTS: 

As Decree No. 296 took effect on 23 July 2026, Midland & Partners Law Firm recommends that clients take the following actions:

• Review and identify beneficial owners: Enterprises should promptly review their ownership structures at each level to identify beneficial owners in accordance with the new legal criteria.

• Terminate nominee arrangements: Parties currently involved in nominee shareholding or ownership arrangements should seek legal advice to assess potential legal risks and develop an appropriate transition strategy.

• Prepare for VNeID verification: Both principals and authorised representatives involved in enterprise registration or amendment procedures should familiarise themselves with the authorisation process through the VNeID application. Where the principal is a foreign individual, a copy of a valid passport must also be submitted.

• Take advantage of the reduced documentation requirements: When filing enterprise registration applications, businesses may request that the business registration authority refrain from requiring documents already available in the National Enterprise Registration Database, thereby reducing both preparation time and compliance costs.

• Foreign investors: Investors intending to establish enterprises in Vietnam should familiarise themselves with the new mechanism permitting enterprise establishment before the issuance of an Investment Registration Certificate and prepare the required undertaking confirming compliance with applicable market access conditions.

• Update business suspension filings: Enterprises planning to suspend operations or currently under suspension should ensure that the legal representative’s contact details are included in the notification and that the total consecutive suspension period does not exceed 24 months.

Disclaimer: This update is provided for general legal information purposes only and does not constitute legal advice for any specific matter. Should you require an assessment of your compliance obligations or tailored legal advice regarding enterprise registration, ownership structures, investment procedures, or related regulatory matters, please contact Midland & Partners Law Firm for further assistance.

By Pham Phuong Thao, Associate, Midland & Partners