On 23 July 2026, the Government issued Decree No. 296/2026/ND-CP amending and supplementing several articles of Decree No. 168/2025/ND-CP. Driven by digital transformation and administrative simplification, the new decree introduces fundamental changes to enterprise registration, management, and corporate organization.
Below are key notable points that enterprises should pay close attention to:
I. Absolute Prohibition on Nominee Capital Contribution
Clause 1, Article 1 of Decree No. 296 adds a provision to Clause 1, Article 4 of Decree No. 168 stating: “Owners, shareholders, and members of a company shall fully comply with the provisions on capital contribution assets under Clause 2, Article 34 of the Law on Enterprises, and shall not hold capital contributions under their names on behalf of others.”
Using another person’s name or acting as a nominee to make capital contributions to an enterprise is now officially codified as a prohibited act.
Accordingly, enterprise founders and the enterprise itself must self-declare and assume legal responsibility for the legality, honesty, and accuracy of application files and reports. Owners, shareholders, and members must properly comply with regulations on capital contribution assets and must not act as nominee capital contributors.
II. No Re-submission of Documents Already Available in National Databases
One of the biggest improvements is that business registration authorities will directly retrieve information from National Databases. Enterprises will no longer need to submit hard-copy physical documents, including:
- Enterprise Registration Certification
- Cooperative Registration Certification
- Household Business Registration Certification
- Tax Registration Certification
- Investment Registration Certification
- Approval documents from investment registration authorities regarding capital contribution, purchase of shares, or purchase of capital contributions by foreign investors or foreign-invested economic organizations (M&A Approval)
- Decisions and approval documents already available on the digital database system.
In cases where information cannot be retrieved or the retrieved information is incomplete or inaccurate, the provincial Business Registration Authority will request individuals/organizations to submit copies of the above-mentioned documents in accordance with the Law on Enterprises and this Decree to process the enterprise registration procedure. Individuals and organizations shall update and adjust information in the databases as required by law.
III. Mandatory Electronic Authentication in Registration Procedures
Decree No. 296 requires both the authorizing party and the authorized party to complete electronic authentication when changing legal representatives, owners, members of limited liability companies, information on founding shareholders or foreign shareholders of joint-stock companies (excluding listed companies and companies registered for trading), sole proprietorship owners, or general partners.
If an electronic identification account is not yet available, the person performing the procedure must provide a valid copy of the Identity Card, Citizen Identification Card, or Passport of the authorizing party. If the authorizing party fails to confirm the transaction, the competent authority will require the enterprise to submit an explanatory report.
IV. Detailed Regulations Added Regarding “Beneficial Owners”
The beneficial owner of an enterprise with legal personality refers to one or more individuals who directly or indirectly own or exercise ultimate actual control over the enterprise—clarifying that an enterprise may have multiple beneficial owners at the same time, excluding individuals representing state capital in the enterprise (hereinafter referred to as the beneficial owner of the enterprise). Furthermore, Decree No. 296 identifies all general partners as beneficial owners of the enterprise, regardless of their charter capital contribution ratio or voting rights in the enterprise.
If an individual does not meet the above criteria, or if there are grounds showing that the individual identified under the above criteria is not the beneficial owner, the enterprise shall determine its beneficial owner through other methods in law or in practice.
In cases where the enterprise cannot identify a beneficial owner, the enterprise shall identify the individual manager holding the highest authority to act on behalf of the enterprise as the beneficial owner, except for individuals representing state capital in the enterprise.
V. Key Changes Regarding Business Suspension Timelines
For enterprises facing difficulties that need to temporarily suspend operations, Decree No. 296 provides stricter rules:
- The duration of each suspension notice must not exceed 12 months.
- The total continuous period of business suspension must not exceed 24 months.
- Within 5 working days following the end of the suspension period, the legal representative must confirm the resumption of business through the National Enterprise Registration Information System.
- Any changes in information during the suspension period must still be reported and updated in accordance with regulations.
Note: If an enterprise fails to submit required explanatory reports past the deadline, it risks revocation of its Certificate of Enterprise Registration and forced dissolution procedures.
