Decree 296 on enterprise registration

On 23 July 2026, the Government issued Decree No. 296/2026/ND-CP amending Decree No. 168/2025/ND-CP on enterprise registration ("Decree 296"). Decree 296 took effect on the date of its issuance and introduces several notable changes relating to, among others, the identification of beneficial owners, the declaration obligations of company owners, members and shareholders, as well as the simplification of certain enterprise registration procedures. Key highlights include:

Decree 296 supplements and clarifies the obligation of company owners, members and shareholders to self-declare and assume legal responsibility for the legality, truthfulness and accuracy of information contained in enterprise registration dossiers.

Accordingly, company owners, members and shareholders are responsible for ensuring that capital contributions and ownership interests are held by the actual contributing or owning parties and must not engage in or participate in nominee arrangements whereby a person holds ownership interests on behalf of another individual or entity for the purpose of contributing capital to an enterprise.

A notable development under Decree 296 is that business registration authorities will proactively obtain information from the National Enterprise Registration Database and other interconnected state databases, rather than requiring enterprises to re-submit documents already held by state authorities. This measure is expected to reduce documentary requirements and streamline enterprise registration procedures.

However, where the registration authority is unable to access the relevant information, or where such information is incomplete or inaccurate, enterprises may still be required to provide supplementary documents. Businesses should therefore regularly review, and update information recorded in relevant state databases to avoid delays in dossier processing. The application of the mechanism allowing electronic data to replace documentary submissions will depend on the scope of data connectivity and sharing announced on the National Enterprise Registration Portal.

Decree 296 significantly revises the approach to identifying and declaring a company's beneficial owner (“BO”). Rather than relying primarily on specified ownership thresholds, the new regulations require enterprises to review their entire ownership structure in order to identify individuals who ultimately own or exercise effective control over the enterprise.

The identification process may require enterprises to trace ownership through intermediary entities or other legal arrangements in order to determine the ultimate beneficial owner.

Decree 296 establishes the following order of priority for identifying a beneficial owner:

• Ownership test: An individual who directly or indirectly owns 25% or more of the charter capital or voting rights of the enterprise.
• Control test: An individual who may not necessarily hold ownership interests in the enterprise but has the authority to determine or exert decisive influence over significant matters of the enterprise, including the appointment of dismissal of key personnel; amendment of the enterprise’s charter; change of governance structure; determination of financial, investment and operational policies, and corporate restructuring.
• Fallback test: Where no individual can be identified under the above criteria, the individual holding the highest managerial authority within the enterprise to act on behalf of the enterprise shall be identified as the beneficial owner.

Another noteworthy change is that, in certain circumstances under Decree 296, a foreign investor is not required to submit a copy of its Investment Registration Certificate (“IRC”) as part of the enterprise registration dossier. Instead, the investor may proceed with enterprise registration based on a commitment that it satisfies the market access conditions applicable to foreign investors under Vietnamese law.

This new mechanism may help shorten and simplify the establishment process for foreign-invested enterprises. Nevertheless, investors must continue to ensure full compliance with applicable investment and market access requirements, as such commitment will serve as a basis for competent authorities to assess compliance with investment regulations during subsequent procedures.

Given the changes introduced by Decree 296, businesses should proactively review their current compliance status to mitigate legal risks and facilitate future enterprise registration procedures. In particular, businesses should consider the following actions:

• Review ownership and capital contribution structures to ensure that ownership interests are held by the actual owners, members or shareholders and that no nominee arrangements exist that could violate the new regulations.
• Assess and update beneficial ownership information in accordance with the expanded criteria under Decree 296, particularly for enterprises with multi-tier ownership structures, foreign shareholders or control arrangements that extend beyond traditional equity ownership. Once a beneficial owner has been identified, enterprises should ensure compliance with applicable reporting and updating obligations relating to beneficial ownership information when carrying out relevant enterprise registration procedures.
• Verify the accuracy and consistency of information maintained in relevant state databases to minimize the risk of supplementary filing requests or delays when registration authorities rely on electronic data sources.
• For foreign investors, carefully assess the market access conditions applicable to the proposed business sectors before commencing enterprise establishment procedures, and prepare supporting documentation for subsequent investment procedures to ensure consistency between enterprise registration and investment registration filings.

Overall, Decree 296 reflects a broader policy trend toward enhanced transparency in corporate ownership while simultaneously promoting digitalization and the simplification of administrative procedures. Enterprises should proactively review their ownership structures, registration data and compliance records to ensure timely adaptation to the new requirements and minimize potential legal risks.