Key Changes under Decree No. 296/2026/ND-CP on Enterprise Registration
Tran Thi Minh Nguyet (Moon)
Legal Consultant
of ZICO Insource, Vietnam
Key Changes under Decree No. 296/2026/ND-CP on Enterprise Registration
Tran Thi Minh Nguyet
Legal Consultant
of ZICO Insource, Vietnam
On 24 July 2026, the Vietnamese Government issued Decree No. 296/2026/ND-CP, amending and supplementing Decree No. 168/2025/ND-CP on enterprise registration. While the amendments are relatively limited in number, they introduce significant changes to enterprise registration procedures, digital administration, and corporate transparency, particularly regarding the identification of Beneficial Owners.
Key Highlights
1. Reduced Documentation Requirements (Article 1.2)
The business registration authority will now obtain information directly from the National Enterprise Registration Database and other government databases whenever available. As a result, enterprises are generally no longer required to resubmit documents that are already held by government authorities. Additional documents will only be requested where the data cannot be accessed or is incomplete.
2. Mandatory Electronic Authentication for Certain Registration Procedures (Article 2)
Electronic authentication has become mandatory for both the authorizing person and the authorized representative when filing certain changes to enterprise registration, including: (i) Change of the legal representative; (ii) Change of the company owner; (iii) Change of members of a limited liability company; and (iv) Change of founding shareholders or foreign investor shareholders.
3. New Rules on Identifying Beneficial Owners (Article 3)
One of the most significant changes is the introduction of a broader approach to determining a Beneficial Owner. Instead of focusing solely on ownership percentages, the Decree now requires identification of the individual who ultimately owns or exercises effective control over the enterprise. In addition to maintaining the 25% ownership threshold, the Decree introduces several new principles, including:
- combining direct and indirect ownership interests;
- aggregating ownership held by family members or persons acting together;
- treating all general partners of a partnership as beneficial owners regardless of their capital contribution; and
- recognizing individuals who exercise ultimate control even without significant equity ownership.
Where no beneficial owner can be identified, the enterprise must declare its highest-ranking manager as the default beneficial owner.
4. Simplified Procedures for Certain Foreign Investors (Article 7)
In specific cases under Vietnamese investment law, foreign investors are no longer required to submit an Investment Registration Certificate as part of the enterprise registration dossier. Instead, they may provide a declaration confirming compliance with Vietnam’s market access conditions to obtain the Enterprise Registration Certificate in advance, simplifying and accelerating the registration process.
Disclaimer: This article does not constitute legal advice or substitute for professional advice. Should you need legal advice or professional advice, please contact a lawyer or a professional for the advice that you are seeking.
