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M&A and Restructuring

Decree 168/2025: Enterprise Registration Rules for M&A Deals

17 min readFLAT LAW FIRM
Nghị định 168/2025: thủ tục ĐKDN mới ảnh hưởng deal M&A thế nào

Decree 168/2025 on Enterprise Registration: How the New Procedures Affect M&A Deals

In an M&A transaction, the deal team usually pours all its energy into signing and closing — yet many deals stall right after closing, when the new ownership structure must be registered and the dossier keeps bouncing back for supplementation. This article analyses Decree 168/2025 M&A — Decree 168/2025/ND-CP on enterprise registration through the lens of mergers and acquisitions: which procedures have changed, which deadlines the deal team must put on its checklist, and what must be locked into the share purchase agreement (SPA) to avoid getting stuck at the administrative step after closing.

The scope is post-closing enterprise registration filings: changes of owners/members/shareholders, charter capital, legal representatives, beneficial-owner updates, and post-merger corporate reorganisation. This article does not replace advice for a specific transaction.

Table of Contents

1. The documents: Decree 168/2025 and the 23/7/2026 amendment

Decree 168/2025/ND-CP on enterprise registration was issued by the Government on 30/6/2025, effective 01/7/2025 (Article 124), replacing in full Decrees 01/2021/ND-CP and 122/2020/ND-CP. The first difference the deal team must grasp: Article 2 defines the subjects of application to include foreign organisations and individuals carrying out enterprise registration in Vietnam — meaning every post-closing procedure with a foreign element falls within scope.

On 23/7/2026, the Government issued Decree 296/2026/ND-CP amending Decree 168/2025, effective the same day (Article 22). This was no minor technical amendment: Decree 296 rewrote all the beneficial-owner articles (Articles 17–18), added the prohibition on standing in for others to contribute capital, made e-authentication mandatory when authorising certain filings, and abolished several provisions of the 2025 text — including the duty to declare "actual transaction value" that had caused much debate. All analysis below is based on the amended text as of 27/9/2026; citing the original June 2025 version while ignoring Decree 296 leads to wrong conclusions.

In the same period, the investment legal framework also changed: the Investment Law 2025 (143/2025/QH15) took effect on 01/3/2026, and Decree 96/2026/ND-CP guiding the Investment Law 2025 was issued on 31/3/2026, effective the same day. The approval procedure for foreign investors' capital contribution, share purchase and contributed-capital purchase — the "permission" step before enterprise registration — now sits in Article 76 of Decree 96/2026. Readers wanting the full investment picture may consult our investment guide (link wiring pending at publish). For the end-to-end legal process of an M&A transaction — from negotiation to completed post-closing registration — see Vietnam M&A transactions: the complete legal process; for the greenfield alternative of setting up a new company instead of acquiring, see the full process of setting up an FDI company in Vietnam 2026.

2. Declaring the transaction value: from "actual" to "expected"

This is the change with the most direct impact on how the deal team locks in price — and the easiest to misread without tracking the amendment history.

Period 01/7/2025 – 22/7/2026: Article 124(3) of Decree 168/2025 amended Article 66(2)(a) of Decree 31/2021/ND-CP, requiring the foreign investor's capital-contribution/share-purchase registration document to declare the "actual transaction value" of the transfer contract. This tightened price transparency: the declared price is one of the bases on which the tax authority determines capital-transfer tax obligations, so the deal team had to ensure consistency between the SPA, the registration dossier and the tax dossier.

From 23/7/2026: Article 19(9) of Decree 296/2026 abolished Article 124(3) of Decree 168/2025 (along with Article 37, Article 52(2) and Article 111). The duty to declare "actual transaction value" under the Decree 31/2021 amendment mechanism ended here.

Current framework: Article 76 of Decree 96/2026/ND-CP (guiding the Investment Law 2025) requires the foreign investor's capital-contribution/share-purchase registration document to declare the "expected transaction value" of the contract — "expected" replacing "actual". The investment registration authority processes the dossier within 10 working days from receiving a complete dossier (except cases involving national defence and security).

Practical impact for the deal team: the pressure to lock in an absolute price before filing for approval is reduced, suiting flexible price structures such as working capital adjustments, instalment payments or earn-outs. But "expected" does not mean declaring at will: the declared price should still be consistent with the capital-transfer tax dossier and the parties' settlements, because a large gap between the expected price and the actual price paid may trigger an explanation request. The practical recommendation is to fix the pricing mechanism in the SPA and keep a full trail of price adjustments.

3. After closing: registration of changes or notification?

The most common post-closing mistake is confusing the two procedure groups of Decree 168/2025, leading to wrong forms and bounced dossiers.

Registration of changes to enterprise registration contents (Articles 40–50): applies when changing contents shown on the Enterprise Registration Certificate — company name, head-office address, charter capital, LLC members, legal representatives, private-enterprise owners… The result is a new Enterprise Registration Certificate or a confirmation of the change.

Change notification (Articles 51, 52, 54…): applies to changes that do not alter the Certificate's contents — typically changes of foreign-investor shareholders in non-listed joint-stock companies (Article 51), changes of beneficial-owner information/ownership ratios (Article 52), and certain shareholder information changes (Article 54). The notification procedure is lighter on dossier and processing time, but remains a mandatory, time-bound duty.

Consequence for the deal timeline: acquiring an LLC requires registration of changes of members (usually with legal-representative and capital changes); acquiring shares of a non-listed JSC with a foreign element requires notification of the shareholder change under Article 51. Getting the procedure type wrong when drafting the closing checklist skews the whole plan for who signs what and when the project completes. General corporate law matters are systematised in our corporate law section (link wiring pending at publish).

4. Changing foreign-investor shareholders in a non-listed company

Article 51 of Decree 168/2025 provides that a joint-stock company not listed and not registered for securities trading, when its foreign-investor shareholders change, follows the change-notification procedure. The dossier comprises 5 document groups:

  1. The notification of changes to enterprise registration contents;
  2. The list of foreign-investor shareholders after the change;
  3. The share transfer contract or documents proving completion of the transfer;
  4. The new foreign-investor shareholder's legal documents;
  5. A copy of the investment registration authority's approval of the capital contribution/share purchase — for cases subject to registration under investment law.

The Business Registration Office processes a valid dossier within 03 working days.

Two practical points for the deal team. First, evidence of completed transfer is not the same as a signed contract: Article 3(11) lists the acceptable documents, including copies/extracts of the member or shareholder register, minutes of transfer-contract liquidation, the bank's confirmation of completed payment, or other legally valid documents proving completion as agreed by the parties. A signed-but-unpaid contract not yet recorded in the shareholder register is insufficient — the most common reason dossiers get supplementation requests.

Second, from 23/7/2026, Article 4(7) (added by Decree 296/2026) requires the Business Registration Office to exploit available data and in principle not require re-submission of documents such as the Enterprise Registration Certificate, the Investment Registration Certificate, or the M&A approval document; supplementation is requested only when data cannot be exploited or is missing/incorrect. The Article 51 dossier is therefore lighter in attachments when data interconnection is complete — but the deal team should still prepare a copy of the M&A approval in case the authority requests it, avoiding another supplementation round.

5. Beneficial owners after the deal: new 3-step criteria and the 10-day notification duty

Every M&A deal changes the target's real owner — and that is precisely the event triggering beneficial-owner (BO) obligations.

Identification criteria (new version): Decree 296/2026 rewrote Articles 17–18 of Decree 168/2025 in full. The current criteria apply in a 3-step cascade: (1) individuals holding directly, indirectly or combined, 25% or more of charter capital or voting shares; (2) if step 1 does not fit or does not reflect the real BO, actual control over the enterprise; (3) if still unidentifiable, the senior managing person. The new rules also require screening each tier of the ownership chain and add special cases such as groups of individuals with family relationships or joint-ownership agreements, and general partners of partnerships. The DD team must screen the buyer's entire ownership chain before closing, especially cross-border multi-tier holding structures.

Notification duty: Article 52(1) of Decree 168/2025 (not abolished by Decree 296) requires the company to notify within 10 days from any change in BO information or ownership ratios; the Business Registration Office updates the information within 01 working day. Note: Article 52(2) was abolished on 23/7/2026 (Article 19(9) of Decree 296/2026) — do not cite it anymore.

One DD aid: Article 21(8a) (added by Decree 296/2026) requires the Business Registration Office to keep shareholder information of non-listed JSCs in the National Database for 06 years from the company's dissolution — helping trace shareholder history when diligencing a target.

6. Prohibition on standing in for others to contribute capital: deal-structuring impact

Article 4(1) of Decree 168/2025 (added by Decree 296/2026) strictly prohibits standing in for others to contribute capital to an enterprise. This directly affects cross-border M&A structuring: arrangements using domestic individuals/organisations to hold capital on behalf of others to circumvent foreign-ownership caps in conditional sectors — which existed in practice — are now directly prohibited in the enterprise-registration text.

Deal teams must review existing nominee structures and redesign through lawful mechanisms: holding structures at the permitted ratio, voting-authorisation agreements within legal limits, or adjusting the registered business scope. The risk is not only dossier refusal: nominee conduct may also trigger other liabilities if discovered during later inspections.

7. Mandatory e-authentication when authorising post-closing filings

In M&A deals, the persons authorised to sign filings (seller, buyer, new/old legal representatives) are often in different countries, so authorising lawyers/service providers to file is common practice. Article 12(5) of Decree 168/2025 (added by Decree 296/2026) provides that the authoriser and the authorised person must perform e-authentication for certain procedures — including the classic post-closing ones: registering changes of legal representatives, owners and members of LLCs; changing founding shareholders and foreign-investor shareholders of non-listed JSCs; changing private-enterprise owners and general partners.

The rules anticipate two real-world situations: where e-authentication is interrupted, the authoriser performs e-authentication after being issued the enterprise registration certificate; where the authoriser has no electronic identification account, the dossier includes a copy of that individual's legal documents (ID card, passport…). For deals where a party is a foreign individual or organisation without a Vietnamese electronic identification account, the deal team must prepare from before closing — a consular-legalised POA with identification documents — rather than waiting until filing day.

In parallel, Article 39 (as amended by Decree 296/2026) provides that online enterprise registration is done at the National Public Service Portal or the National Identification Application, replacing the former National Enterprise Registration Portal mechanism.

8. Combining multiple procedures in one dossier

Article 4(6) of Decree 168/2025 allows enterprises to combine registration of changes, change notifications, information updates/supplementation and corrections in one dossier. For a 100% acquisition of an LLC, this means the deal team can combine in one filing: member-change registration, legal-representative change registration, charter-capital change registration (if capital increases/decreases at the same time), and the beneficial-owner change notification — instead of 3–4 separate dossiers as before.

Technical note: combining dossiers does not reduce the document requirements of each procedure; every changed item must still have all documents under its own rules. The value of combining is a shorter overall processing time and fewer trips, especially when the changed items share the same underlying legal event — the transfer transaction.

9. Post-M&A mergers and reorganisations: Articles 55 and 67

For M&A deals executed via corporate merger rather than a pure share purchase, the two articles to cite are Article 55 and Article 67 — not Article 64 (Article 64 of Decree 168/2025 is the dissolution registration procedure, a common confusion to avoid).

Article 55 governs the change-registration procedure for the divided company and the receiving (surviving) company: the dossier includes the merger contract/separation minutes with copies of the relevant companies' decisions and meeting minutes.

Article 67 governs the termination of existence of divided, consolidated and merged companies through tax-authority interconnection: after the new/surviving company is issued enterprise registration, the Business Registration Office updates the legal status and forwards information to the tax authority; within 03 working days from receiving confirmation of final settlement and tax-obligation transfer, the Business Registration Office terminates the enterprise's existence in the National Database. Before that, all branches, representative offices and business locations of the divided/consolidated/merged company must cease operations.

Special case: if the merger does not change the surviving company's registered contents, the surviving company sends a written notification to the Business Registration Office within 10 working days from completion of the merger to terminate the merged company's existence (Article 67(4)). The deal team should put this 10-day mark into the closing checklist when designing the merger plan, because the merged company's tax settlement is often the critical path of the whole deal.

The full landscape of M&A options and corporate restructuring is analysed in our M&A and corporate restructuring section (link wiring pending at publish). For a step-by-step merger implementation checklist, see Checklist: Merging Two Subsidiaries into One.

10. Deal-team checklist: from SPA to completed filings

From the rules above, the deal team should put into the SPA and closing checklist:

  1. M&A approval as a condition precedent: determine whether the transaction is subject to capital-contribution/share-purchase registration under Article 76 of Decree 96/2026; assign which party files, bears the costs and obtains the approval (10 working days) — because the approval is part of the Article 51 dossier.
  2. Pricing mechanism and payment evidence: fix the pricing mechanism in the SPA (declare "expected transaction value"); collect full evidence of completed transfer under Article 3(11) (shareholder/member registers, liquidation minutes, bank confirmations) before filing the enterprise registration dossier.
  3. Signatories and authorisation: identify who signs each document (seller, buyer, new/old legal representatives); prepare the POA and the e-authentication plan under Article 12(5), especially where the authoriser is abroad without an electronic identification account.
  4. BO screening: identify the target's post-deal BO under the new 3-step criteria; prepare the 10-day change-notification dossier (Article 52(1)).
  5. Combining dossiers: list all changes arising from the transaction to combine in one dossier under Article 4(6), avoiding fragmented filings.
  6. Merger plan (if any): put the 10-day notification mark (Article 67(4)) and the tax-settlement/tax-obligation-transfer plan into the timeline.
  7. Consequences of bounced dossiers: the SPA should allocate responsibility and costs when the enterprise registration dossier is returned for supplementation due to missing transfer evidence or a wrong procedure type, with a coordination mechanism for document provision within a defined time.

11. Unclear points in practical application

The three points below await detailed guidance or uniform practice; businesses should engage the competent authority in advance rather than self-interpreting:

  • Tolerance of "expected transaction value": Article 76 of Decree 96/2026 says "expected" but no guidance exists on the acceptable post-approval price-adjustment range (working capital adjustments, earn-outs, instalment payments) or how to explain material differences. Recommendation: fix the pricing mechanism in the SPA and keep it consistent with the tax dossier.
  • E-authentication for foreign authorisers: the rules allow attaching a copy of identification documents where no electronic identification account exists, but acceptance in practice is uneven across Business Registration Offices, especially during system outages. Recommendation: contact the Business Registration Office of the head office's location in advance.
  • The "actual control" criterion in BO identification: operating companies have been advised by the competent authority that they are not required to re-screen/re-declare within 10 days from 23/7/2026; however, how step 2 of the 3-step cascade applies to multi-tier ownership structures in specific dossiers awaits further guidance.

12. Frequently asked questions

When did Decree 168/2025/ND-CP take effect, and has it been amended?

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 Decrees 01/2021/ND-CP and 122/2020/ND-CP. It has been amended by Decree 296/2026/ND-CP, issued and effective 23/7/2026. When applying the rules, the amended text must be used — not the original June 2025 version.

Since 23/7/2026, must foreign investors' capital-contribution and share-purchase dossiers still declare 'actual transaction value'?

No. The duty to declare 'actual transaction value' (Article 124(3) of Decree 168/2025 amending Article 66(2)(a) of Decree 31/2021) applied only during 01/7/2025–22/7/2026 and was abolished on 23/7/2026 by Article 19(9) of Decree 296/2026. The current framework is Article 76 of Decree 96/2026/ND-CP guiding the Investment Law 2025, which requires declaring the 'expected transaction value', with a 10-working-day processing time.

After acquiring shares of a Vietnamese company, what enterprise registration procedures must the buyer complete?

It depends on the company type. For a non-listed joint-stock company not registered for securities trading, a change of foreign-investor shareholders follows the change-notification procedure under Article 51 of Decree 168/2025: the dossier includes the notification, the post-change list of foreign shareholders, the contract or documents proving completion of the transfer, the new shareholder's legal documents, and the M&A approval document where registration is required. The Business Registration Office processes a valid dossier within 03 working days.

What is the deadline for notifying a change of beneficial owner after an M&A deal?

Within 10 days from the change, under Article 52(1) of Decree 168/2025/ND-CP; the Business Registration Office updates the information within 01 working day. The beneficial-owner criteria now follow the new version in which Decree 296/2026 rewrote Articles 17–18: first direct/indirect/combined ownership of 25% or more, then actual control, and finally the senior managing person.

How does a merged company cease to exist after a post-M&A merger?

Under Article 67 of Decree 168/2025/ND-CP (not Article 64 — Article 64 is the dissolution registration procedure): after the surviving company is issued enterprise registration, the Business Registration Office updates its legal status and coordinates with the tax authority; within 03 working days from receiving confirmation of final settlement and tax-obligation transfer, it terminates the merged company's existence. All branches, representative offices and business locations must cease operations first. Where the merger does not change the surviving company's registered contents, the surviving company sends a written notification within 10 working days from completion of the merger.

13. Conclusion

Under Decree 168/2025 M&A — Decree 168/2025/ND-CP on enterprise registration as amended by Decree 296/2026 from 23/7/2026 — the post-closing phase of an M&A deal is no longer a mere administrative step but a workstream to be designed from the SPA negotiation: declaring expected instead of actual transaction value, distinguishing registration of changes from change notifications, preparing transfer-completion evidence, updating beneficial owners within 10 days, e-authenticating authorisations, and citing Article 67 (not Article 64) for terminating a merged company. Businesses and deal teams should put all these deadlines into the closing checklist and assign clear responsibilities in the SPA.

Some points — such as the tolerance for "expected transaction value" or the application of the actual-control criterion in beneficial-owner identification — still await guidance and uniform practice. If your business is preparing or has just completed an M&A deal, contact FLAT Law Firm at hotline 0988424851 for a review of your closing checklist and an assessment of enterprise-registration compliance risks for your specific transaction.

References

  • Decree 168/2025/ND-CP of 30/6/2025 on enterprise registration (effective 01/7/2025).
  • Decree 296/2026/ND-CP of 23/7/2026 amending Decree 168/2025/ND-CP (effective 23/7/2026).
  • Investment Law 143/2025/QH15 of 11/12/2025 (effective 01/3/2026).
  • Decree 96/2026/ND-CP of 31/3/2026 guiding the Investment Law (effective 31/3/2026).
  • The above texts were cross-checked against Thu Vien Phap Luat and the Official Gazette on 27/9/2026.

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