On July 23, 2026, the Government issued Decree No. 296/2026/ND-CP ("Decree 296") amending and supplementing a number of articles of Decree No. 168/2025/ND-CP ("Decree 168") on business registration. The Decree introduces several notable changes aimed at enhancing transparency in corporate governance, simplifying administrative procedures through shared data exploitation, and tightening the responsibilities of company founders, owners, members, and shareholders regarding information declaration and capital contribution. Below are the key highlights that businesses need to keep in mind.
1. Enhancing Individual Responsibility in Business Registration
Decree 296 adds provisions requiring company owners, shareholders, and members to fully comply with regulations on capital contribution assets and strictly prohibiting standing in for others (nominee arrangements) to contribute capital to an enterprise. This regulation aims to curb the practice of using nominees for capital contribution, thereby clearly identifying the actual and beneficial owners of the enterprise and minimizing disputes arising from capital ownership.
Additionally, Decree 296 introduces electronic authentication mechanisms and increases the responsibilities of authorizers and authorized representatives when performing business registration procedures, including: business establishment registration, changes of legal representatives, owners, members of limited liability companies, founding shareholders, foreign investor shareholders in non-listed joint-stock companies or those not registered for stock trading, private enterprise owners, and general partners. It specifies cases requiring electronic authentication, handling procedures when authentication systems are interrupted or authorizers fail to confirm authorization, and adds a requirement to submit a copy of the authorizer's identity documents in cases where they do not yet have an electronic identity (eID) account.
2. Enhancing Data Exploitation and Reducing Documentation in Business Registration Files
Decree 296 promotes the utilization of existing information in the National Business Registration Database, as well as other national and specialized databases. Accordingly, individuals and organizations undergoing business registration procedures are generally not required to resubmit documents that the Business Registration Authority can retrieve directly from data systems. These include Certificate of Business Registration, cooperative registration, household business registration, tax registration, investment registration, written approvals for capital contribution or share purchase by foreign investors, establishment and operation licenses, court decisions, and other documents already available in the database.
This regulation contributes to simplifying application dossiers and reducing processing times for enterprises.
3. Adding Criteria and Requirements for Enterprises to Obligatorily Identify Ultimate Beneficial Owners for Notification to Competent Authorities
Decree 296 expands the criteria for identifying beneficial owners compared to previous regulations and mandates that enterprises must apply all available criteria to determine the ultimate beneficial owner. Specifically, in addition to the criteria set forth in Decree 168, enterprises can identify beneficial owners through the following criteria:
- Indirect owners identified through other legal agreements.
- Groups of related individuals: In cases where a group of individuals with family relationships or prior agreements jointly holds—directly, indirectly, or through a combination of both—25% or more of the charter capital or total voting shares, all individuals within that group are identified as beneficial owners.
- Partnerships: All general partners are identified as beneficial owners, regardless of their capital contribution ratio or voting rights.
- In cases where identification via standard criteria is not possible: Enterprises may rely on an individual’s actual control over the enterprise, such as the authority to appoint or dismiss management personnel, amend the charter, alter organizational structure, determine financial, investment, or operational policies, or initiate reorganization or dissolution.
- In cases where no controlling individual can be identified: The enterprise shall designate the highest-ranking manager empowered to act on its behalf as the beneficial owner, excluding individuals representing state-owned capital.
Thus, under Decree 296, enterprises are required to utilize all available criteria to trace the ultimate beneficial owner. This provision tightens the process of identifying the true controlling owners of an enterprise and mitigates the concealment or fragmentation of ownership.
4. Digitalizing and Simplifying Household Business Registration Procedures
Decree 296 introduces additional login methods to carry out household business registration procedures via the National Public Service Portal or the national digital identification application using electronic identification (eID) accounts to access the Household Business Registration Information System. At the same time, the Business Registration Authority is authorized to retrieve data from available databases, thereby reducing the requirements to sign and upload unnecessary forms onto the system. Specifically, for forms declared directly on the system and signed by authorized persons, applicants are not required to digitally sign and re-upload those forms; only documents and forms requiring multiple signatures or submitted by authorized representatives must be signed and uploaded to the system. This regulation contributes to accelerating digital transformation, reducing paperwork, and simplifying household business registration procedures.
5. Updating the Legal Status of Enterprises Under Bankruptcy Procedures on the National Database
Decree 296 clearly stipulates a deadline of 03 working days for the provincial Business Registration Authority to update the legal status of enterprises, branches, representative offices, and business locations upon receipt of a court decision; it also supplements corresponding legal status update cases on the National Database, including: non-opening of bankruptcy procedures, suspension of bankruptcy procedures, revocation of suspension decisions, and revocation of bankruptcy declaration decisions.
In addition, Decree 296 clarifies the restoration of legal status to the pre-bankruptcy initiation state upon issuance of a suspension decision, and specifies that in cases where a bankruptcy declaration decision is revoked, the enterprise will revert to the status of undergoing bankruptcy procedures. Information regarding enterprises undergoing bankruptcy procedures, bankrupt enterprises, and the status of their dependent units will be transmitted to the Tax Registration Application System, thereby strengthening inter-agency linkage and coordination between business registration authorities and tax authorities in corporate management.
6. Consecutive Business Suspension Period Must Not Exceed 24 Months
Compared to previous regulations under Decree 168, Decree 296 supplements and tightens the management of enterprises during and after their business suspension period. A notable highlight is the provision capping the total consecutive suspension period at no more than 24 months, in addition to the maximum term of 12 months per notification; it also adds a requirement that the notice must include the telephone number and email address of the legal representative, and stipulates that enterprises must still register and notify changes during the suspension period.
Notably, the new regulation requires the legal representative to confirm the resumption of business activities within 05 working days after the expiration of the suspension period. If unconfirmed, the enterprise may be requested to report; in cases where the enterprise fails to report within 06 months, its Certificate of Business Registration may be revoked, and it must undergo dissolution procedures.
Decree 296 takes effect from July 23, 2026.
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