On 2 June 2026, the People's Council of Hanoi City promulgated Resolution No. 12/2026/NQ-HĐND ("Resolution 12"), regulating adjustments to administrative procedures in the field of enterprise registration within Hanoi City, issued pursuant to Point b, Clause 2, Article 8 of the Capital Law No. 02/2026/QH16, making Hanoi a pioneering locality in business environment reform.
Accordingly, from 1 July 2026, a number of administrative procedures in the field of enterprise registration in Hanoi City will be adjusted to reduce dossier components and shorten processing time. Specifically:
I. Reduction of enterprise registration dossier components
1. No requirement for the Company Charter as part of the dossier for certain procedures:
Previously, the "Company Charter" was a mandatory document required when submitting an enterprise registration dossier. Under Resolution 12, enterprises will no longer be required to submit the Charter when filing dossiers for the following procedures:
(i) Registration of enterprise establishment (including establishment registration for companies formed through division, split, or consolidation).
(ii) Registration of enterprise type conversion.
2. Removal of the Meeting Minutes of the competent authority from the dossier for establishing branches and representative offices of domestic enterprises:
Resolution 12 allows domestic enterprises to register the operation of branches and representative offices for domestic enterprises without requiring Meeting Minutes on the establishment of such branches or representative offices.
Accordingly, enterprises need only submit a Resolution of the Board of Directors (for joint stock companies) or the Members' Council (for limited liability companies with two or more members) when carrying out these procedures.
3. Removal of the Members' Council Meeting Minutes and Financial Statements from the dossier for charter capital changes of limited liability companies with two or more members:
For charter capital change registration procedures in general, the dossier no longer needs to include Meeting Minutes of the Members' Council regarding the charter capital change.
In the case of a reduction in charter capital due to a partial refund of capital contribution to a member or due to the company's repurchase of a capital contribution, the company is no longer required to submit its most recent financial statements.
* Note:
Enterprises remain obligated to prepare, approve, and retain the documents that are no longer required to be submitted to the business registration authority.
Enterprises remain fully legally responsible for the content, legality, truthfulness, and factual accuracy of these documents.
II. Shortening the processing time for enterprise registration dossiers
Under Resolution 12, Hanoi City will take the lead in resolving enterprise registration dossiers within a shorter timeframe. Currently, most business registration procedures under Decree No. 168/2025/NĐ-CP ("Decree 168") have a minimum processing time of 3 working days from the date of receipt of the dossier. However, Resolution 12 shortens this period to 2 working days from the date of receipt of the dossier.
One point that remains unclear to us is the following: while Decree 168 allows the business registration authority, after 3 working days, to examine the validity of the dossier and either issue the Certificate or issue a written notice specifying the content requiring amendment or supplementation, Resolution 12 requires that the dossier be "resolved" within 2 working days from the date of receipt, regardless of whether the dossier is valid or not. Accordingly, "resolution" here could be understood to produce one of two outcomes:
- Approval of the business registration for a valid dossier / issuance of a notice requesting amendment or supplementation for an invalid dossier, as under the current mechanism in Decree 168; or
- Issuance of a notice returning the dossier due to invalidity, in order to ensure that a dossier is conclusively "resolved" within 2 working days, in keeping with the spirit of Resolution 12.
This issue will need to be guided/clarified in the coming period so that implementing authorities, agencies, enterprises, and citizens can apply it appropriately.
III. Reduction of information items to be sent following approval of enterprise registration
In addition to the above, Resolution 12 introduces a reduction in the categories of work to be carried out following approval of enterprise registration, specifically reducing the categories of paper-based notices sent to enterprises. Accordingly, enterprises and related parties seeking to obtain information will need to access and/or look up information on the National Business Registration Portal.
This reduction is consistent with the trend toward the use of technology and centralized data processing, in line with current policy directions.
Resolution 12 shall officially take effect from 1 July 2026.
The City People's Committee shall be responsible for issuing specific guidance to organize the implementation of this Resolution.
For enterprise registration dossiers that were accepted before the effective date of this Resolution, processing shall continue in accordance with the regulations applicable at the time of receipt.
Comment: