Short answer: since 23 July 2026, enterprise registration in Vietnam runs under Decree 168/2025/NĐ-CP as amended by Decree 296/2026/NĐ-CP. The changes that matter most in practice: (1) a detailed test for identifying beneficial owners — anyone holding 25% or more directly or indirectly, or controlling the company in fact (new Article 17); (2) mandatory electronic authentication by both the person authorising and the person filing for key registrations (amended Article 12(5)); (3) an express statement that owners and members must not hold capital on behalf of others (amended Article 4(1)); (4) registration offices must pull documents such as ERCs, IRCs and court decisions from national databases instead of asking applicants for copies (new Article 4(7)); (5) suspension of business limited to 12 months per notice and 24 consecutive months in total, with a duty to confirm resumption (amended Article 60); and (6) for foreign investors using the "company first" route, no IRC copy is needed in the registration file — a market-access commitment replaces it (new Article 24(6)).
Background: the legal frame in 2026
The Enterprise Law No. 59/2020/QH14 was amended in 2025 (Law No. 76/2025/QH15, from 1 July 2025), which introduced beneficial-owner disclosure into the enterprise registration system. Decree 168/2025/NĐ-CP, issued on 30 June 2025, replaced the earlier enterprise registration decree. Decree 296/2026/NĐ-CP then amended Decree 168 in July 2026, partly to align with the Investment Law No. 143/2025/QH15 (in force since 1 March 2026) and the anti-money-laundering framework, and partly to digitise procedures further.
Change 1: who is a beneficial owner
New Article 17 defines the beneficial owner of a company with legal personality as one or more individuals who directly or indirectly own or ultimately control the company in fact, excluding individuals representing State capital. The test runs in three steps:
- Ownership: an individual who directly, indirectly or both holds 25% or more of charter capital or of voting shares. Indirect ownership through companies or other legal arrangements counts. Family members (as defined in the Enterprise Law) or persons acting under a contract who together reach 25% are each identified as beneficial owners. In a partnership, all general partners are beneficial owners regardless of percentage.
- Control: if no one meets the ownership test, or there is reason to think the person who does is not the real owner, the company identifies the individual(s) who control it in fact — through the power to appoint or remove a majority of the board, members' council or the director; to amend the charter; to change the organisational structure; to decide financial, investment and operating policies; or to reorganise or dissolve the company.
- Fallback: if no one meets either test, the company names the manager with the greatest authority to act on its behalf.
Amended Article 18 requires founders and companies to trace each layer of the ownership chain until they reach the individual(s) with ultimate ownership or control, and to declare them in that order of priority. Where a trust or similar legal arrangement sits in the chain, the anti-money-laundering rules determine its beneficial owner.
What this means for foreign groups
A Vietnamese subsidiary of a multinational must look through holding companies to identify individuals. For widely held listed groups, often no individual reaches 25%; the control test then applies, and failing that, the senior manager. Prepare an ownership chart and supporting documents before filing — the registration office will not do the tracing for you.
Change 2: electronic authentication
Amended Article 12(5) requires both the person granting authority and the authorised filer to authenticate electronically before the registration is granted for: incorporation; changes of legal representative; changes of owners or members of an LLC; changes to founding shareholders or foreign-investor shareholders of an unlisted joint stock company; changes of the owner of a private enterprise; and changes of general partners. If e-authentication is interrupted, the principal authenticates after the registration is issued; if the principal does not confirm, or denies authorising the filing, the registration office requires the company to report.
Where the principal has no electronic identification account — common for foreigners abroad — the file must include a copy of a valid passport (or equivalent document). Online filing is done through the National Public Service Portal or the national identification application using an electronic identification account (amended Article 39).
Change 3: no nominee shareholding
Amended Article 4(1) now states that owners, shareholders and members must comply with the rules on contributed assets in Article 34(2) of the Enterprise Law and "must not stand in the name of another person to contribute capital". Nominee arrangements were always risky; this sentence, combined with the beneficial-owner test, makes them a disclosure problem as well as a legal one.
Change 4: less paper, more data
New Article 4(7) requires the provincial business registration office to use information already in the national enterprise registration database and other national and sectoral databases, and not to ask applicants for copies of documents such as ERCs, tax registration certificates, IRCs, investment authorities' approvals of foreign share acquisitions, State Securities Commission approvals or effective court decisions. Only if the data cannot be retrieved, or is incomplete or inaccurate, may the office request copies. Which data connections are live is announced on the National Business Registration Portal.
Translations of foreign documents in the registration file now need a Vietnamese translation with the translator's signature certified, replacing the earlier wording "notarised Vietnamese translation" (Decree 296/2026, Article 19(1)).
Change 5: suspension of business is capped
Under amended Article 60(1), a company must send its notice of suspension (or of early resumption, or of a further suspension) to the provincial business registration office at least 3 working days before the relevant date; each suspension notice may cover no more than 12 months; and total consecutive suspension may not exceed 24 months. During suspension, any change in registered information must still be registered or notified (new Article 60(7)). Within 5 working days after the notified suspension ends, the legal representative must confirm resumption and that all registration obligations have been met (new Article 60(8)). If the company does not confirm, the office requests a report; if no report arrives within six months after the deadline, the ERC is revoked and the company must dissolve.
Transitional rules (Article 21 of Decree 296/2026) count suspensions notified before 23 July 2026 towards the 24-month total.
Change 6: company first, IRC later
New Article 24(6) aligns enterprise registration with Article 19(2) of the Investment Law: where a foreign investor sets up the company before obtaining the IRC, the registration file does not include an IRC copy, and the application includes a commitment to meet market-access conditions for foreign investors. Decree 96/2026/NĐ-CP, Article 72, then requires the IRC within 12 months.
Data retention for unlisted joint stock companies
A further amendment requires the national enterprise registration database to retain information on shareholders of unlisted joint stock companies for six years after dissolution (new Article 21(8a)), and dissolution files for such companies must attach a copy of the shareholder register (amended Article 64(3)). Keep the shareholder register accurate throughout the company's life; it will be asked for at the end.
A worked scenario
A Hong Kong holding company owned 60% by a Singapore fund and 40% by a family trust sets up a Ho Chi Minh City subsidiary in August 2026. Tracing the chain: the fund is widely held, with no individual at 25%; the family trust's settlor and beneficiaries are determined under the anti-money-laundering rules, and one beneficiary indirectly holds 32% of the subsidiary. That individual is declared as beneficial owner under the ownership test. The fund's investment committee does not control the subsidiary in fact, so no further individuals are added. The Hong Kong director signing the application has no Vietnamese e-ID, so a passport copy is attached; the Vietnamese service provider filing the application authenticates electronically.
Practical checklist for new filings
- Prepare an ownership chart down to individuals, with evidence for each layer.
- Identify beneficial owners under the three-step test and keep the analysis on file.
- Decide who will authenticate electronically; for foreign signatories without e-ID, prepare passport copies.
- Translate foreign documents with the translator's signature certified.
- For the company-first route, include the market-access commitment and diary the 12-month IRC deadline.
- If the company may pause operations, plan within the 12-month and 24-month limits.
Common mistakes
- Declaring the immediate corporate shareholder as "beneficial owner" instead of tracing to individuals.
- Assuming no beneficial owner exists because no one holds 25% — the control and fallback tests still apply.
- Leaving a foreign director's e-authentication or passport copy to the last minute.
- Rolling suspensions indefinitely; the 24-month cap now applies.
- Using notarised translations out of habit when the rule now refers to certified translator signatures.
When to bring in a lawyer
For a simple single-owner company, a careful filer can manage. Bring in counsel for multi-layer foreign ownership, trusts and funds in the chain, nominee legacies that need unwinding, or companies coming off long suspensions that risk revocation.
Key takeaways
- Decree 296/2026 amended Decree 168/2025 from 23 July 2026.
- Beneficial owners: 25% ownership, then control, then senior manager.
- Both principal and filer authenticate electronically for key registrations.
- Suspension: up to 12 months per notice, 24 consecutive months in total.
Quick answers
What is a beneficial owner under Vietnamese enterprise registration rules?
Under Article 17 of Decree 168/2025 as amended by Decree 296/2026, an individual who directly or indirectly owns 25% or more of capital or voting shares, or who controls the company in fact. If no one qualifies, the manager with the greatest authority is named.
When did Decree 296/2026 take effect?
On 23 July 2026. It amends Decree 168/2025/NĐ-CP on enterprise registration, covering beneficial ownership, electronic authentication, data reuse, translations, suspension of business and the company-first route for foreign investors.
How long can a Vietnamese company suspend business?
Each suspension notice may cover up to 12 months, and total consecutive suspension may not exceed 24 months under amended Article 60 of Decree 168/2025. The legal representative must confirm resumption within 5 working days after the suspension ends.
Do foreign directors need a Vietnamese electronic ID to register a company?
No. Where the person authorising the filing has no electronic identification account, the file includes a copy of a valid passport or equivalent document instead, under amended Article 12(5).
Are nominee shareholders allowed in Vietnam?
No. Amended Article 4(1) of Decree 168/2025 states that owners, members and shareholders must not stand in the name of another person to contribute capital, and the beneficial-owner rules require disclosure of the real owners.
Note: This article summarises rules in force at the time of publication and is general information only, not legal advice for a specific matter. Laws change; please check the latest text or speak with a lawyer before acting.