Nguyen Danh Cong – Partner
Nguyen Quang Thai – Junior Associate
On 23 July 2026, the Government issued Decree No. 296/2026/ND-CP amending and supplementing a number of articles of Decree No. 168/2025/ND-CP on enterprise registration (“Decree 296”). The Decree takes effect on 23 July 2026, focusing on perfecting the mechanism for identifying beneficial owners, enhancing transparency in enterprise registration, promoting digital transformation, and continuing to simplify administrative procedures. Notable new points include:
1. Completing the mechanism for identifying beneficial owners
Decree 296 for the first time stipulates relatively comprehensive criteria for identifying the beneficial owner (BO) of an enterprise based on the ownership ratio and actual control rights.
Accordingly, a BO is identified through the direct, indirect, or combined holding of 25% or more of the charter capital or total voting shares (depending on the enterprise type). In cases where the ownership ratio criterion is not met, identification is based on the right to govern management and administration activities or to decide on important issues of the enterprise. If the BO still cannot be identified, the enterprise must declare the individual holding the highest management position.
This regulation creates a unified legal basis to make corporate ownership structures transparent and meet anti-money laundering requirements.
2. Adding the principle of prohibiting nominal capital contribution
Decree 296 supplements the principle requiring owners, members, and shareholders to strictly comply with the Law on Enterprises regarding capital contribution, while prohibiting such individuals from standing in for another person to contribute capital to an enterprise.
This regulation contributes to enhancing the transparency of enterprise registration information, restricting the concealment of actual owners, and supporting the identification of BOs.
3. Expanding electronic authentication requirements
To enhance the safety of online enterprise registration procedures, Decree 296 adds an electronic authentication requirement for both the authorizing person and the authorized person when carrying out certain procedures to change enterprise registration information relating to the legal representative, owner, member, or shareholder in prescribed cases.
This is a crucial step forward in minimizing forged dossiers and enhancing the reliability of electronic transactions.
4. Continuing to reduce dossiers and documents
Decree 296 requires business registration authorities to proactively exploit information from the National Enterprise Registration Database and specialized databases to process administrative procedures. Enterprises are not required to resubmit documents that are already available in the electronic data system.
For single-member limited liability companies with 100% charter capital held by the State, certain documents in the enterprise registration dossier are replaced by documents issued by the competent authority or person in accordance with regulations on state capital management, contributing to streamlining dossiers and shortening processing time.
5. Adding obligations to declare and store information
Decree 296 supplements the obligation to declare and update BO information upon enterprise establishment registration, registration of changes to enterprise registration contents, and whenever there is a change in BO information.
Furthermore, the business registration authority shall continue to store shareholder information and related dossiers of joint-stock companies for a period of 06 years from the date of the enterprise’s dissolution, serving state management as well as lookup and cross-checking of information when necessary.
6. Recommendations for enterprises
In light of the aforementioned changes, enterprises should:
- Review their ownership structure and control rights to accurately identify the BO in accordance with the new regulations.
- Prepare processes to collect, update, and retain BO information to ensure compliance with declaration obligations.
- Examine the use of electronic identity accounts and authorization procedures when carrying out online enterprise registration.
- Review capital contribution agreements or ownership structures to ensure there are no cases of standing in for others.
Overall, Decree 296 continues to perfect the legal framework on enterprise registration towards transparency, digitalization, and alignment with international practices, while balancing the requirements of facilitating businesses and enhancing the effectiveness of state management.
