Decree 168/2025/ND-CP on enterprise registration

Full title: Decree on enterprise registration, No. 168/2025/ND-CP
Issued by: the Government, 30 June 2025 (signed by Deputy Prime Minister Nguyen Chi Dung)
In force from: 1 July 2025
Structure: 9 chapters and 124 articles; the registration forms are issued by the Minister of Finance (Clause 5, Article 124)
Replaces: Decree 01/2021/ND-CP on enterprise registration and Decree 122/2020/ND-CP on joint registration procedures (Clause 2, Article 124)
Amended by: Decree 296/2026/ND-CP of 23 July 2026, in force from 23 July 2026 (Official Gazette No. 464, 8 August 2026)
Consolidated text: as of 28 September 2026 LexData had found no official consolidated text and no further amendment after Decree 296; this summary is LexData’s own reading of the two Decrees together
Implements: the Law on Enterprises 2020, as amended in 2022 and 2025
Forms: Circular 68/2025/TT-BTC of 1 July 2025 of the Ministry of Finance, as amended by Circular 121/2026/TT-BTC of 21 August 2026 (in force the same day)
Official Vietnamese text: Official Gazette (Decree 168/2025), Nos. 885+886 and 887+888, 15 July 2025 · Official Gazette (Decree 296/2026)

Note: this page is LexData’s own unofficial English summary of the main rules. It is not the full text of the Decree or an official translation. The rules are stated as amended by Decree 296/2026/ND-CP, and each amended point is marked (amended by Decree 296/2026). The household business chapter (Chapter VIII) is not covered. Only the Vietnamese text has legal effect.

Scope and structure

The Decree sets the files, steps and timelines for enterprise registration, online filing and the sharing of registration data (Article 1), and it applies to foreign organisations and individuals registering in Vietnam (Clause 1, Article 2). Filings go to the provincial business registration office within the provincial Department of Finance, or to the high-tech park management board for companies located in a high-tech park (Clause 1, Article 20).

Chapter	Subject	Articles
I	General rules: principles, proxies, names, beneficial owners	1–19
II	Registration offices	20–23
III	Registration of enterprises, branches and representative offices	24–36
IV	Online registration	37–39
V	Changes to registration	40–59
VI	Suspension, dissolution, revocation of the certificate	60–72
VII	Publication and sharing of registration data	73–81
VIII	Household businesses	82–116
IX	Implementation and transition	117–124

Principles (Article 4)

Self-declaration: founders and companies declare their own filings and are liable for their legality, truthfulness and accuracy. Owners, members and shareholders must comply with the rules on contributed assets (Clause 2, Article 34 of the Law on Enterprises) and must not hold capital on behalf of another person (Clause 1, amended by Decree 296/2026).
The registration office is responsible only for the validity of the file, not for the company’s breaches, and does not resolve disputes among members or shareholders (Clauses 3 and 4). No company seal is needed on applications, minutes or resolutions (Clause 5), and several changes may be combined in one filing (Clause 6).
Data instead of copies (new Clause 7, added by Decree 296/2026): the office uses the national databases and does not ask for copies of the enterprise registration certificate (ERC), the investment registration certificate (IRC), the approval of a foreign share purchase, court decisions and similar papers, unless the data is missing or wrong. Using data in place of these documents depends on notices on the National Business Registration Portal; as of 28 September 2026 LexData had seen no such notice there.
Foreign-language documents need a Vietnamese translation with the translator’s signature certified, no longer a notarised one (Clause 2, Article 10, amended by Decree 296/2026). Foreigners without a Vietnamese ID number file a passport copy (Article 11). The ERC doubles as the tax registration certificate but is not a business licence (Clause 3, Article 6).

Filing by proxy (Article 12)

An individual proxy needs a written authorisation, which does not have to be notarised or certified. An organisation acting as proxy files a copy of its service contract and a letter naming the person who handles the filing (Clauses 1 and 2).
Electronic authentication (Clause 5, amended by Decree 296/2026): the principal and the proxy must both authenticate electronically for company formation and for changes of legal representative, owner, LLC members, founding shareholders, foreign-investor shareholders of an unlisted joint stock company (JSC), private enterprise owner or general partners. If the system is down, the principal authenticates after the registration is granted. If the principal does not confirm, or denies giving the authorisation, the office requires the company to report (Clause 5, Article 21). A principal without an electronic ID account files an ID card or passport copy.
Rollout: the requirement applies according to a roadmap announced on the National Business Registration Portal (Clause 4, Article 124). The Ministry of Finance announced that electronic authentication of the filer and the principal applies to company formation filings from 21 July 2026. As of 28 September 2026 LexData had seen no separate roadmap notice for the change filings that Decree 296 added to Clause 5.

Beneficial owners (Articles 17–19 and 52)

Decree 296/2026 replaced Articles 17 and 18 in full. A beneficial owner of a company with legal personality is an individual who directly or indirectly owns or has ultimate actual control over it. Individuals representing State capital are excluded. Companies identify and declare beneficial owners in this order (Article 17; Clause 2, Article 18):

Step	Test	Clause of Article 17
1. Ownership	Direct, indirect or combined ownership of 25% or more of charter capital or of voting shares. Indirect means through organisations or other legal arrangements. Where a family group (Clause 22, Article 4 of the Law on Enterprises) or a group bound by contract together holds 25% or more, each individual in the group is a beneficial owner. In a partnership, every general partner is a beneficial owner, whatever the stake	1
2. Control	Used when no one passes step 1, or the step 1 person is evidently not the real owner. Control means rights such as appointing or removing most board or members’ council members, the chair or the director; amending the charter; changing the structure; setting financial and investment policy; or reorganising or dissolving the company	2
3. Fallback	If no one passes steps 1 and 2, the company declares the manager with the greatest authority to act on its behalf	3

The company must trace each layer of its ownership chain up to the ultimate individual. For legal arrangements covered by anti-money-laundering law, that law decides who the beneficial owner is (Clause 1, Article 18). The company keeps its list of beneficial owners on paper or electronically (Article 19).
A change in beneficial owners or their percentages must be notified within 10 days. The office updates the database within 1 working day (Clause 1, Article 52). Beneficial ownership data is excluded from registration data released to the public on request. Competent authorities may obtain it free of charge for anti-money-laundering purposes (Clauses 4 and 5, Article 74).
What changed: the 25% threshold is not new. Decree 296 turns the original parallel tests into a sequence, aggregates family and contractual groups, adds the fallback manager, and drops the separate notice of corporate shareholders holding 25% or more (Clause 2, Article 52 repealed).

Formation files (Article 24)

The files for a private enterprise, partnership, limited liability company (LLC) and JSC follow Articles 19–22 of the Law on Enterprises. Individuals who declare a personal identification number do not file ID copies (Clauses 1–4).
(New Clause 6, added by Decree 296/2026) A foreign investor that sets up the company before obtaining or amending its IRC, as Clause 2, Article 19 of the Law on Investment 2025 allows, files no IRC copy, but the application must contain a commitment to meet the market access conditions for foreign investors. The investment-side steps are in Decree 96/2026/ND-CP. See company formation in Vietnam.

Division, separation, consolidation and conversion (Articles 25–27)

Transaction	Extra documents for the new or converted company	Article
Division of an LLC or JSC (Article 198 of the Law)	Documents for the new company’s type, plus the division resolution	25(1)
Separation from an LLC or JSC (Article 199)	Documents for the new company’s type, plus the separation resolution	25(2)
Consolidation into a new company (Article 200)	Documents for the new company’s type (partnership, LLC or JSC), the consolidation contract and each consolidating company’s resolution approving it	25(3)
Private enterprise into a company	The owner’s personal guarantee of unpaid debts with all personal assets, agreements with counterparties to open contracts, and a commitment to take over the employees	26(1)
Single-member LLC into multi-member LLC; multi-member LLC or JSC into single-member LLC; LLC into JSC and back	Proof of the ownership change: transfer, gift, inheritance, merger, consolidation or buy-back documents, or proof of new capital	26(2)–(5)

Conversion files follow the post-conversion company type, never include an IRC copy, and include the investment authority’s approval where a foreign acquisition had to be registered. Conversion may be combined with other changes (Clause 6, Article 26). A converted household business stops trading once the ERC is issued (Article 27).
See corporate restructuring in Vietnam.

Processing and timelines (Articles 30–39)

Files are processed on the national registration system (Clause 1, Article 31), and the ERC is issued within 3 working days (Clause 5, Article 26 of the Law on Enterprises). All requests for corrections must be set out in one notice, and the company has 60 days to respond (Article 32).
The company may trade from the date of the ERC, except in conditional business lines (Clause 2, Article 33).
Online filing (Articles 38 and 39, amended by Decree 296/2026): the filer logs in to the National Public Service Portal or the VNeID app. Forms completed on the system that only the filer signs need no digital signature or upload; other documents are signed (digitally, or by hand and scanned) and uploaded.

Step	Timeline	Article
Company files for a branch, representative office or business location	10 days from the decision	30(1), 30(2)
Office issues the branch or representative office certificate	3 working days	30(3)
Office handles a request to withdraw a pending filing	2 working days (was 3; amended by Decree 296/2026)	31(6)
Registered changes (head office, name, legal representative, capital, members, owner)	3 working days	40–46
Notified changes (business lines, founding or foreign shareholders, tax details)	3 working days	49–51, 53
Changes to a branch, representative office or business location	Filed within 10 days; processed in 2 working days (amended by Decree 296/2026)	56(1), 56(5)
Correction of errors in registration data	2 working days (amended by Decree 296/2026)	77

Changes to registration (Articles 40–59)

A move of head office to an area under a different tax office needs the tax steps first (Clause 1, Article 40). A capital reduction requires a commitment to pay all debts (Clause 4, Article 44). A new foreign corporate member, owner or shareholder files its legal documents with consular legalisation (Articles 45, 46 and 51). From 11 September 2026, public documents from a state party to the Apostille Convention in force between it and Vietnam are exempt from consular legalisation if they carry a valid apostille (Articles 25 and 34 of Decree 293/2026/ND-CP, official Vietnamese text).
A change of foreign shareholders in an unlisted JSC now also covers a gift of shares, with the gift contract (Point c, Clause 1, Article 51, amended by Decree 296/2026).
A change of the authorised representative of a corporate LLC owner or member is notified within 10 days, and the list of authorised representatives is no longer required (Clause 3, Article 54, amended by Decree 296/2026).
Separated company (Clause 1, Article 55): its file for reducing capital, members or foreign shareholders includes the separation resolution. Acquiring company in a merger (Clause 2, Article 55): its file includes the merger contract (Article 201 of the Law) and the resolutions of both the acquiring and the merged company approving it. Processing takes 3 working days (Clause 3). See mergers and consolidations in Vietnam.

Suspension and resumption (Articles 60 and 61)

Article 60 was amended by Decree 296/2026:

A notice of suspension, or of resuming early, must be filed at least 3 working days in advance. This applies to companies, branches, business locations and representative offices. A company that wants to extend a suspension after the notified period ends must also file a new notice at least 3 working days before the extension starts. Each suspension may last up to 12 months, and total consecutive suspension may not exceed 24 months (Clause 1).
What the Decree leaves open on the 24-month cap:
- Who it covers: the sentence setting the cap does not mention branches, business locations or representative offices separately. The Ministry of Finance, presenting the Decree, described it as the maximum total suspension time “of the enterprise”. The transitional rule (Article 21 of Decree 296) also refers only to enterprises.
- “Consecutive”: the Decree does not define it. It also does not say whether a short resumption before a new suspension restarts the count.
- At 24 months: the Decree sets no specific consequence beyond barring suspension past the cap. When a notified period ends, the confirmation on resumption in Clause 8 applies (for suspensions notified from 23 July 2026).
- As of 28 September 2026 LexData had found no official guidance from the Ministry of Finance or on the National Business Registration Portal on these three points. Check with the registration office first.
The notice must give the legal representative’s phone number and email (Point a, Clause 2). The office confirms within 1 working day (Clause 4). The notice uses the new Form 27 issued with Circular 121/2026/TT-BTC.
During suspension the company must still register or notify changes to its registration details (new Clause 7). New Clause 3 of Article 61 applies the same rule when an authority has ordered the suspension.
Confirmation on resumption (new Clause 8): within 5 working days after the suspension ends, the legal representative must confirm on the national system that business has resumed and that registration duties are up to date. If not, the office demands a report under Point c, Clause 1, Article 216 of the Law. If no report arrives within 6 months, the ERC is revoked and the company must be dissolved under Article 65.

Dissolution (Articles 64–66)

Article 64 covers dissolution under Points a–c, Clause 1, Article 207 of the Law:

the term in the charter has expired without extension;
a resolution or decision of the private enterprise owner, the members’ council, the company owner or the general meeting of shareholders;
the company has had fewer than the minimum number of members or shareholders for 6 consecutive months without converting (Point c as amended by Law 76/2025/QH15).

Dissolution after revocation of the ERC (Point d) or by court decision follows Article 65 (see below). The Article 64 steps are:

Step	Timeline	Clause of Article 64
File the dissolution resolution, minutes and any debt settlement plan	7 working days from adoption	1
Office publishes “dissolution in progress” and informs the tax office	3 working days	2
Close all branches, representative offices and business locations	Before the dissolution file	4
File for dissolution (documents in Clause 1, Article 210 of the Law; an unlisted JSC adds a copy of its shareholder register)	5 working days after all debts are paid	3 (amended by Decree 296/2026)
Tax office comments; office records the company as dissolved	2 working days; 5 working days from the file	5
Automatic dissolution if no file and no objection	After 180 days	6
Company may revoke the dissolution decision	Within 180 days	7

The office keeps shareholder data of unlisted JSCs for 6 years after dissolution (new Clause 8a, Article 21, added by Decree 296/2026).
After revocation of the ERC or a court order (Article 65), the same file and 180-day rule apply. A company whose ERC was revoked at the tax authority’s request does not go through dissolution (Clause 6, Article 69).
Branches and representative offices need tax clearance before closing; closing a business location now takes 2 working days (Clause 4, Article 66, amended by Decree 296/2026).

See company dissolution in Vietnam.

Termination after division, consolidation or merger (Article 67)

Once the new, consolidated or acquiring company is registered, the divided, consolidated or merged company moves to “dissolution, division, consolidation or merger in progress” while it settles and transfers its tax obligations. Its existence ends within 3 working days after the tax office confirms completion, and all its branches and business locations must be closed first (Clauses 1–3). If a merger leaves the acquiring company’s registration details unchanged, the acquirer notifies the office within 10 working days of completion (Clause 4).

Revocation and restoration of the ERC (Articles 63 and 68–71)

A certificate issued on untruthful or inaccurate filings is declared invalid (Article 63); one issued on forged filings is revoked within 3 working days (Article 68; Clause 1, Article 69).
Other grounds include a banned person among the founders (a private enterprise or single-member LLC loses its ERC; other companies get 30 days to replace that person), 1 year without trading and without notice, and failure to file a required report (Clauses 2–4, Article 69). For companies still on an old investment licence or certificate, only the business registration content is revoked (Clause 9).
The office restores the certificate within 3 working days if revocation was wrong or the tax authority asks (Article 70). Article 71 covers branches and business locations.

Repealed provisions (Clause 9, Article 19 of Decree 296/2026)

Article 37 (definition of online registration), Clause 2 of Article 52 (notice of corporate shareholders holding 25% or more), Article 111 (online household business registration) and Clause 3 of Article 124 (amendment to Decree 31/2021/ND-CP on the content of share-purchase registrations).
Article 72 was rewritten: the office updates a company’s status within 3 working days of each court decision in bankruptcy proceedings.

Entry into force and transition

Decree 168 has applied from 1 July 2025. Files received but not approved before then were processed under it (Article 117).
Companies holding an old investment licence or investment certificate, or an old business registration certificate, may keep operating on it and need not exchange it for an ERC. The exchange happens on request or when they register a change (Articles 118 and 119). Dissolution does not require an exchange first (Clause 4, Article 119).
Decree 296 applies from 23 July 2026 (Article 22 of Decree 296):
- Pending dissolution and suspension files not approved by that date follow the new rules. Other pending files follow the original Decree 168 (Article 20).
- 24-month cap for existing suspensions: a company whose consecutive suspension, up to the end of its latest notified period, is within 24 months may suspend again, but the total, including earlier periods, may not exceed 24 months. A company already over 24 months may not suspend again once its current period ends (Clause 1, Article 21).
- The confirmation on resumption applies only to suspensions notified from 23 July 2026 (Clause 2, Article 21).

Decree No. 168/2025/ND-CP on enterprise registration, as amended by Decree 296/2026/ND-CP (English summary)