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Decree 168/2025 on Enterprise Registration: 7 Procedural Changes FDI Enterprises Must Know

15 min readFLAT LAW FIRM
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Decree 168/2025 on enterprise registration: 7 procedural changes FDI enterprises need to know

Decree 168/2025 enterprise registration rules restructured Vietnam's entire business registration system toward transparency and digitalization — and Decree 296/2026/ND-CP (effective 23/7/2026) further tightened this framework. Foreign-invested enterprises should pay attention to three direct impacts: the new 3-step beneficial-owner declaration duty (with a ban on nominee capital contributions), the shift of M&A dossiers to "expected transaction value" under Article 76 of Decree 96/2026, and full recognition of electronic filings with mandatory electronic authentication in many cases.

Table of contents

1. Declaring beneficial owners under the new 3-step test of Decree 296/2026

This is the landmark change — and it fundamentally rewrote the position from 23/7/2026. Article 3 of Decree 296/2026/ND-CP rewrote Article 17 of Decree 168/2025/ND-CP in full: a legal person's beneficial owner is one or more individuals directly or indirectly owning or ultimately controlling the enterprise in fact (excluding individuals representing state capital in the enterprise), identified through a 3-step sequence:

Step 1 — ownership test: an individual directly or indirectly, or both directly and indirectly, holding 25% or more of charter capital or 25% or more of total voting shares of the enterprise. Indirect holding means holding 25% or more through organizations or other legal arrangements. Where a group of individuals with family relationships under Clause 22, Article 4 of the Enterprise Law, or with a contract to jointly hold 25% or more, all members of the group are beneficial owners. For partnerships: all general partners are beneficial owners regardless of capital contribution ratio or voting rights.

Step 2 — actual control: where no individual is identified under step 1, or there is evidence the step-1 individual is not the true beneficial owner, the enterprise identifies the beneficial owner through actual control — evidenced by one or more rights: appointing, dismissing or removing the majority or all members or the chair of the board of directors, the majority or all members or chair of the members' council, the director or general director; amending the company charter; changing the organizational structure; deciding financial, investment and operational policies; reorganizing or dissolving the enterprise.

Step 3 — senior managing official: where no individual meets steps 1 and 2, the enterprise identifies one individual who is the senior manager with the greatest authority to act on behalf of the enterprise (excluding state capital representatives).

Article 18 (also fully rewritten by Article 4 of Decree 296/2026) sets the corresponding declaration duty: enterprise founders and enterprises must identify beneficial owners under Article 17 and declare them to the Business Registration Authority — by reviewing each tier of the ownership structure down to the individual with ultimate ownership or actual control. Declaration follows the exact 3-step order. This duty attaches to Article 8 of the 2020 Enterprise Law (supplemented by Clause 2, Article 1 of Law 76/2025/QH15): enterprises must collect, update and retain beneficial-owner information. When declared information changes, Clause 1, Article 52 requires notification to the provincial Business Registration Authority within 10 days, which updates data within 01 working day.

For FDI enterprises, this is particularly sensitive: many foreign investors hold Vietnamese companies through multi-tier parent companies across jurisdictions, so tracing to the ultimate individual requires reviewing the entire ownership chain — exactly the "review each tier" requirement of the new Article 18.

Practical note: the changed test does not mean every operating enterprise must re-declare immediately. In a reply published on the Government e-Portal on 01/9/2026, the Ministry of Finance clarified that Decree 296/2026 does not require operating enterprises to review and update beneficial-owner information within 10 days of its effectiveness; the transitional provisions impose no such duty and deadline. However, enterprises must still review and accurately declare information and notify when a declaration duty arises.

In addition, Clause 1, Article 4 (amended by Article 1 of Decree 296/2026) adds a direct prohibition: owners, shareholders and members of a company "shall not stand in another's name to contribute capital to the enterprise". For FDI, this targets structures using Vietnamese individuals as nominee contributors to circumvent market-access conditions applicable to foreign investors.

2. Foreign investors' M&A dossiers: "expected transaction value" instead of "actual transaction value"

This is a change the previous version of this article described inaccurately — it needs a full update.

Phase 01/7/2025–22/7/2026: Clause 3, Article 124 of Decree 168/2025/ND-CP amended Point a, Clause 2, Article 66 of Decree 31/2021/ND-CP, requiring a foreign investor's capital-contribution/share/capital-contribution purchase registration document to declare the "actual transaction value" of the contract.

From 23/7/2026: Decree 296/2026/ND-CP (Point 9, Article 19) repealed Clause 3, Article 124 of Decree 168/2025. Meanwhile, the current procedure for foreign investors' capital contribution, share and capital-contribution purchase moved to Article 76 of Decree 96/2026/ND-CP (issued 31/3/2026, guiding the 2025 Investment Law): the registration document must declare the "expected transaction value of the capital contribution, share or capital-contribution purchase contract", alongside contents such as the enterprise registration information of the target, business lines, the list of owners/members/shareholders, the foreign investor's charter-capital ownership ratio before and after the transaction, and information on the target's investment project (if any).

On processing time: for cases under Points a and b, Clause 3, Article 21 of the Investment Law, within 10 working days of receiving a valid dossier, the investment registration authority reviews eligibility and notifies the investor.

A point to note: the declared transaction value — whether "actual" before or "expected" now — is the basis for tax authorities to determine capital-transfer tax obligations, so investors must ensure consistency between the contract, the investment registration dossier and tax records.

3. Standardized dossiers for establishing foreign-invested enterprises

Decree 168 continues to require consular legalization of foreign organizations' legal documents — e.g., a foreign corporate shareholder in a joint-stock company — and foreign investors' enterprise establishment dossiers must include a copy of the Investment Registration Certificate (IRC) for the correct enterprise type under Article 24.

Notably, Clause 2, Article 27 provides that where a foreign investor establishes an economic organization to carry out special investment procedures before investment registration, the enterprise registration dossier excludes the IRC copy; the investor is responsible for the legality, truthfulness and accuracy of the declared special-procedure information. This removes a real bottleneck for projects eligible for special investment procedures, shortening dossier preparation.

Another simplification in Clause 1, Article 11: where the owner, member or legal representative declares their personal identification number, the dossier needs no copies of these individuals' legal documents — significantly reducing notarized paperwork in each dossier.

Decree 296/2026 adds two simplifications directly for foreign investors. First, Clause 6, Article 24 (added by Article 7 of Decree 296/2026): where a foreign investor establishes an enterprise before the issuance or adjustment of the IRC under investment law, the enterprise registration dossier excludes the IRC copy; in this case, the enterprise registration application must include a commitment to meet market-access conditions for foreign investors as prescribed by law. Second, Clause 7, Article 4 (added by Article 1 of Decree 296/2026): the provincial Business Registration Authority exploits and uses information already in the national enterprise registration database and other databases — not requiring individuals or organizations to submit copies of the IRC or the investment registration authority's written approval of the foreign investor's capital contribution/share purchase — except where the information cannot be exploited or is incomplete or inaccurate.

4. Online registration: Article 37 repealed, electronic dossiers under new Articles 38 and 39

Decree 296/2026 repealed Article 37 of Decree 168/2025 (Point 9, Article 19) — the original clause on enterprise registration via the electronic network. The current framework consists of two clauses:

Article 38 (amended by Article 8 of Decree 296/2026) confirms that enterprise registration dossiers via the electronic network, expressed as electronic documents or electronic data under law, have legal value equivalent to paper dossiers.

The new Article 39 (wholly replaced by Article 9 of Decree 296/2026) sets the online procedure: the filer logs into the National Public Service Portal or the national identity application with an electronic identity account to access the national enterprise registration information system; declares information, signs digitally or directly and uploads documents; pays fees (if any) and performs electronic authentication to submit; after successful submission, receives an electronic dossier receipt and result appointment.

For foreign investors who often coordinate signatures across countries, full recognition of electronic dossiers reduces dependence on paper couriers and repeated consular legalization.

Note a new tightening on authorization: Clause 5, Article 12 (amended by Article 2 of Decree 296/2026) requires both the authorizer and the authorized person to perform electronic authentication when registering enterprise establishment, changes of legal representative, owners, members of limited liability companies, founding shareholder and foreign-investor shareholder information of non-listed joint-stock companies, private enterprise owners, and general partners. Where no electronic identity account exists, the dossier must include a valid copy of the authorizer's ID card or passport (or a foreign passport-substitute document).

On rollout: Clause 4, Article 124 still provides that electronic authentication applies per announcements on the national enterprise registration Portal — enterprises should watch official notices rather than assume all procedures are fully digital.

5. Combining multiple procedures in one dossier, one code for enterprise and tax

Decree 168 allows enterprises to simultaneously carry out multiple procedures — registering changes to registration contents, notifications of changes, information updates and corrections — in a single dossier, instead of filing each separately as before. For FDI enterprises that frequently change legal representatives, increase charter capital or adjust business lines, this saves significant compliance time and cost.

In addition, the decree continues the principle that the Enterprise Registration Certificate doubles as the Tax Registration Certificate — the enterprise code is also the tax code — and extends the linked mechanism between enterprise registration and labor declaration, social insurance and invoicing (inheriting the spirit of Decree 122/2020/ND-CP, now consolidated into the new decree).

6. Division, consolidation, merger: linked mechanism with the tax authority under Article 67

Important correction: the previous version of this article wrongly cited this as Article 64 — Article 64 of Decree 168/2025 actually governs "dissolution registration". The mechanism for terminating the existence of divided, consolidated and merged companies is in Article 67.

Article 67 sets the linked termination procedure: after the new company established from division, the consolidated company or the merger-receiving company is granted enterprise registration, the provincial Business Registration Authority switches the divided/consolidated/merged enterprise's legal status to "Completing dissolution, division, consolidation or merger procedures" (simultaneously switching branches, representative offices and business locations to terminating-operation status) and sends information to the tax authority; the tax authority is responsible for returning information on the enterprise's completion of tax finalization and transfer of tax obligations. Within 03 working days of receiving this information, the registration authority terminates the enterprise's existence in the national enterprise registration database.

Note: before termination, all branches, representative offices and business locations of the divided, consolidated or merged enterprise must be terminated first. Where after a merger the receiving company's registration contents do not change, within 10 working days of completing the merger, the receiving company sends a written notice to the provincial Business Registration Authority to terminate the merged company's existence (Clause 4, Article 67).

This is especially useful for FDI groups' restructuring — e.g., merging Vietnamese subsidiaries to streamline — because state authorities' processing timelines are codified rather than dependent on manual coordination between two agencies.

7. Decentralization of business registration authorities and coordination duties

Decree 168 clearly delineates the duties of the provincial Business Registration Authority — receiving and processing dossiers, managing information systems, providing data — and the commune-level authority for household businesses, while prescribing coordination responsibilities of ministries and sectors in state management of enterprise registration. Article 5 also emphasizes the principle strictly prohibiting business registration authorities and other agencies from causing trouble to organizations and individuals during dossier receipt and processing — an administrative reform commitment FDI enterprises can cite when facing practical obstacles.

Action checklist for FDI enterprises

  1. Review and declare beneficial owners under the new 3-step test: map the ownership chain to the ultimate individual, review each tier under the new Article 18, match the 3-step sequence in Article 17 (25% ownership → actual control → senior managing official); set up an internal process to notify changes within 10 days under Clause 1, Article 52; internalize the ban on nominee capital contributions (Clause 1, Article 4).
  2. Standardize the foreign investor's legal dossier: check the validity of consular legalization of foreign organizations' documents, ensure the IRC copy matches the enterprise type; note cases of establishing the enterprise before IRC issuance/adjustment (Clause 6, Article 24 — market-access commitment) and the registration authority's exploitation of database information instead of requiring copies (Clause 7, Article 4).
  3. Update internal M&A procedures: from 23/7/2026, registration documents for capital contribution/share purchase declare "expected transaction value" under Article 76 of Decree 96/2026 (no longer "actual transaction value"); 10-working-day processing; ensure consistency between contract, investment registration dossier and tax records.
  4. Shift to online filing: register electronic identity accounts, get used to logging into the National Public Service Portal or the national identity app; perform electronic authentication when submitting and note the mandatory electronic authentication for authorized changes of legal representative, owners, members, foreign shareholders (Clause 5, Article 12); watch the authentication rollout on the Portal.
  5. Use combined filing: when multiple changes occur (capital, representative, business lines), bundle them into one dossier to save processing time.
  6. Plan restructuring: if dividing, consolidating or merging Vietnamese subsidiaries, build the 03-working-day tax-linked timeline of Article 67 (corrected from Article 64 in the previous version) into the transaction schedule.

Frequently asked questions

When did Decree 168/2025/ND-CP take effect and what did it replace?

Decree 168/2025/ND-CP was issued by the Government on 30/6/2025 and took effect on 01/7/2025 under Article 124, replacing Decree 01/2021/ND-CP on enterprise registration and Decree 122/2020/ND-CP on coordinated procedures. From 23/7/2026, Decree 296/2026/ND-CP (effective on issuance) amended many of its articles — notably rewriting Articles 17 and 18 on beneficial owners in full and repealing Article 37 and Clause 3, Article 124. All dossiers filed from 23/7/2026 apply the consolidated text, including foreign investors' dossiers.

Must an operating FDI enterprise declare its beneficial owners?

Yes — and the identification test changed from 23/7/2026. Under the new Article 17 (rewritten by Article 3 of Decree 296/2026/ND-CP), beneficial owners are identified through a 3-step sequence: (1) individuals directly or indirectly, or both, holding 25% or more of charter capital or 25% or more of total voting shares (including family groups or contractual co-ownership; in partnerships, all general partners are beneficial owners); (2) if step 1 identifies no one, identification through actual control; (3) if still unidentified, the senior managing official. The new Article 18 requires reviewing each tier of the ownership structure and declaring in the exact 3-step order. This duty attaches to Article 8 of the 2020 Enterprise Law (supplemented by Law 76/2025/QH15). Note: the Ministry of Finance (reply on the Government e-Portal, 01/9/2026) clarified that operating enterprises are not required to mass re-declare within 10 days of Decree 296's effectiveness — but when declared information changes, the enterprise must notify the provincial Business Registration Authority within 10 days (Clause 1, Article 52).

What must a foreign investor declare when buying shares or capital contributions in Vietnam?

The current framework is Article 76 of Decree 96/2026/ND-CP (issued 31/3/2026, guiding the 2025 Investment Law): the registration document must declare the "expected transaction value" of the contract — replacing the "actual transaction value" requirement that applied during 01/7/2025–22/7/2026 (Clause 3, Article 124 of Decree 168/2025, now repealed by Decree 296/2026). For cases under Points a and b, Clause 3, Article 21 of the Investment Law, the investment registration authority reviews eligibility and notifies the investor within 10 working days of receiving a valid dossier. Investors must ensure consistency between the declared value, the contract and tax records.

Does online enterprise registration filing have the same legal value as paper filing?

Yes. Article 38 of Decree 168/2025/ND-CP (as amended by Article 8 of Decree 296/2026) confirms that enterprise registration dossiers filed over the electronic network have legal value equivalent to paper dossiers. Note: Article 37 (the original online clause) was repealed by Decree 296/2026; the current procedure is in the new Article 39 — the filer logs into the National Public Service Portal or the national identity app with an electronic identity account and performs electronic authentication when submitting. The authentication rollout follows announcements on the Portal (Clause 4, Article 124), so enterprises should watch official notices.

How is the divided company's existence terminated in a division, consolidation or merger?

Correction: this is governed by Article 67 of Decree 168/2025/ND-CP (not Article 64 — Article 64 governs dissolution registration). Article 67 provides the linked mechanism with the tax authority: after the new company (from division/consolidation/receiving merger) is granted enterprise registration, the provincial Business Registration Authority switches the legal status to "Completing dissolution, division, consolidation or merger procedures" and sends information to the tax authority; within 03 working days of receiving confirmation that the enterprise has completed tax finalization and transferred tax obligations, the registration authority terminates the enterprise's existence in the national database. All branches, representative offices and business locations must be terminated first.

Conclusion

Decree 168/2025/ND-CP restructured enterprise registration procedures toward transparency and digitalization — and Decree 296/2026/ND-CP (effective 23/7/2026) continues tightening this framework with three direct impacts on FDI enterprises: the beneficial-owner declaration duty under the new 3-step test (with the ban on nominee capital contributions), the shift of M&A dossiers to "expected transaction value" under Article 76 of Decree 96/2026, and full recognition of electronic registration dossiers with mandatory electronic authentication in many cases.

Foreign-invested enterprises should proactively review their ownership chains against the new decree 168/2025 enterprise registration tests, standardize legal dossiers and update internal compliance processes now, rather than waiting for a specific transaction. Some points — such as uniform application of steps 2 and 3 of the beneficial-owner test at each locality, or the electronic authentication rollout — await further guidance and practice. If your company has a multi-tier ownership structure or is preparing an M&A transaction, contact FLAT Law Firm at hotline 0988424851 for dossier review and case-specific compliance risk assessment.