- Full title: Decree amending and supplementing a number of articles of Decree 122/2021/ND-CP of 28 December 2021 on administrative penalties in planning and investment, No. 288/2026/ND-CP
- Issued by: the Government on the proposal of the Minister of Finance, 21 July 2026 (signed by Deputy Prime Minister Nguyen Van Thang)
- In force from: 21 July 2026, the date of signing (Clause 1, Article 8)
- Structure: 8 articles
- Amends: Decree 122/2021/ND-CP of 28 December 2021 (Official Gazette Nos. 45 and 46, 10 January 2022)
- Legal basis: the Law on Government Organisation No. 63/2025/QH15; the Law on Handling Administrative Violations No. 15/2012/QH13 and its amending laws; the Law on Enterprises No. 59/2020/QH14 as amended by Laws Nos. 03/2022/QH15, 76/2025/QH15, 89/2025/QH15 and 132/2025/QH15; the Law on Cooperatives No. 17/2023/QH15 as amended by Law No. 142/2025/QH15
- Official Vietnamese text: Official Gazette portal · Official Gazette No. 456, 3 August 2026
Note: this page is LexData’s own unofficial English summary of the amendments. It is not the full text of the Decree or an official translation. Only the Vietnamese text has legal effect. The fines below are the amounts for organisations; an individual who commits the same violation pays half (Clause 2, Article 4 of Decree 122/2021). “Old” amounts are those of the original Decree 122/2021.
Which articles of Decree 122 are amended
Decree 288 amends only the enterprise registration articles of Decree 122 and one article on cooperatives. The articles on investment, bidding and planning are not amended.
| Decree 288 | Decree 122 | Main change |
|---|---|---|
| Article 1 | Article 43 (false filings) | Replaced. Now covers branch, representative office and business location filings, dissolution files and beneficial owner information. Fine raised from VND 20–30 million to VND 30–70 million |
| Article 2 | Article 44 (filing deadlines) | Replaced. One article now covers change registrations, change notices, beneficial owner information, suspension and resumption notices, and notices of branches abroad. Higher fines; new Clause 6 (VND 70–100 million) |
| Article 3 | Article 46 (company formation) | New Point c, Clause 4: no beneficial owner declaration at formation (VND 50–100 million); new remedy in Point d, Clause 5 |
| Article 4 | Article 48 (reports and compliance with requests) | Replaced. Three tiers of VND 20–30, 40–50 and 50–70 million; beneficial owner information included |
| Article 5 | Article 52 (company organisation and management) | Clause 2 raised from VND 30–50 million to VND 40–70 million; new Points dd, e and g (Point g: stopping business for one year without notice); new remedies in Points e and g, Clause 3 |
| Article 6 | Article 65 (cooperatives) | Clause 1 raised from VND 10–20 million to VND 20–30 million; new Point dd on the member register |
| Article 7 | Article 49; Points a and b of Clauses 1 and 2, Article 50 | Repealed |
| Article 8 | — | In force on signing; the Minister of Finance guides implementation |
False or inaccurate filings (new Article 43)
A fine of VND 30–70 million (old: VND 20–30 million) applies to untruthful or inaccurate content in (Article 43):
- a company formation file, or a branch or representative office registration file;
- a file to register changes to the enterprise registration, or to a branch, representative office or business location;
- a notice of changes to the enterprise registration, or a notice setting up a business location;
- a dissolution file;
- beneficial owner information, or information used to identify beneficial owners, in an enterprise registration file or in a notice changing that information.
The original Article 43 covered only registration and change files leading to a certificate. The new Article 43, like the old one, sets no remedial measure.
Filing deadlines, change notices and suspension notices (new Article 44)
The new Article 44 applies to late or missing:
- registration of changes to the enterprise registration certificate, and notices of changes to the enterprise registration;
- notices of changes to beneficial owner information or to information used to identify beneficial owners;
- registration of a branch or representative office, notice of a business location, and registration of changes to a branch, representative office or business location;
- notices of temporary suspension or resumption of business;
- notices of a branch or representative office set up abroad.
| Violation | New fine | Old fine | Basis |
|---|---|---|---|
| 1 to 10 days late | Warning | Warning | Clause 1, Art. 44 |
| 11 to 30 days late | VND 10–20 million | VND 3–5 million | Clause 2, Art. 44 |
| 31 to 90 days late | VND 30–40 million | VND 5–10 million | Clause 3, Art. 44 |
| 91 days or more late | VND 50–60 million | VND 10–20 million | Clause 4, Art. 44 |
| Failure to register or notify | VND 30–70 million | VND 20–30 million | Clause 5, Art. 44 |
| Company formed before 1 July 2025 fails to add beneficial owner information when it files its latest change registration or change notice | VND 70–100 million | None | Clause 6, Art. 44 |
- The old amounts come from the original Article 44 (change registrations) and Article 49 (change notices), which had the same scale. Article 49 is now repealed (Article 7 of Decree 288).
- Remedial measures (Clause 7): an order to register, notify or add the beneficial owner information, for the violations in Clauses 5 and 6 only. The original Article 44 also ordered late filers under Clauses 1 to 4 to register if they had not yet done so.
- The deadlines themselves are set by Decree 168/2025/ND-CP. For example, a suspension or early resumption must be notified at least 3 working days before it starts (Clause 1, Article 60 of Decree 168), and a change in beneficial owner information must be notified within 10 days (Clause 1, Article 52 of Decree 168). See also temporary business suspension in Vietnam.
- Point c, Clause 1, Article 50 of Decree 122 (failure to notify, or late notice of, the date and period of a business suspension or resumption, VND 10–15 million) and the matching remedy in Point c, Clause 2 are not repealed. Decree 288 does not say how that point applies alongside the new Article 44.
Beneficial owners: the new fines
Decree 288 brings beneficial owner information into several articles. The substantive beneficial owner rules are summarised on the Decree 168/2025/ND-CP page.
| Violation | Fine | Remedial measure | Basis |
|---|---|---|---|
| Untruthful or inaccurate beneficial owner information in a filing | VND 30–70 million | — | Art. 43 |
| No beneficial owner declaration (if any) at formation | VND 50–100 million | Order to add the information | Point c, Cl. 4 and Point d, Cl. 5, Art. 46 |
| Late notice of a change in beneficial owner information | Warning up to VND 60 million, by days late | — | Cl. 1–4, Art. 44 |
| No notice of a change in beneficial owner information | VND 30–70 million | Order to notify | Cl. 5 and 7, Art. 44 |
| Company formed before 1 July 2025 fails to add beneficial owner information (if any) at its latest change registration or change notice | VND 70–100 million | Order to add the information | Cl. 6 and 7, Art. 44 |
| Incomplete or late information on request (including beneficial owners) | VND 20–30 million | Order to supply the missing content | Cl. 1 and Point a, Cl. 4, Art. 48 |
| No information, or untruthful or inaccurate information, on request (including beneficial owners) | VND 50–70 million | Order to report or supply the information | Cl. 3 and Point c, Cl. 4, Art. 48 |
| Company records not kept, including the list of beneficial owners | VND 40–70 million | Order to keep the records | Point e, Cl. 2 and Point g, Cl. 3, Art. 52 |
Clause 6 of Article 44 and Point c, Clause 4 of Article 46 both reach VND 100 million, the maximum fine for enterprise registration violations (Point c, Clause 1, Article 4 of Decree 122).
Reports and requests of the business registration office (new Article 48)
The article title now includes providing beneficial owner information to competent state authorities.
| Violation | New fine | Old fine | Basis |
|---|---|---|---|
| Incomplete report or information, or late report or information, on request | VND 20–30 million | VND 10–15 million | Clause 1 |
| Failure to suspend or stop a conditional business line, or a line with conditional market access for foreign investors, when required | VND 40–50 million | VND 15–20 million (continuing a conditional line after a suspension request) | Point a, Clause 2 |
| Failure to change a company name that infringes industrial property rights, when required | VND 40–50 million | VND 15–20 million | Point b, Clause 2 |
| No report or information on request, or an untruthful or inaccurate report or information | VND 50–70 million | VND 10–15 million | Clause 3 |
- Remedial measures (Clause 4): an order to supply the missing content (Clause 1); an order to change the name or remove the infringing element (Point b, Clause 2); an order to report or supply the information (Clause 3).
- Point a, Clause 2 now names lines with conditional market access for foreign investors. The Government publishes the list of restricted market access sectors under Article 8 of the Law on Investment 2025.
- Separately from the fine, a company that does not send the report required by Point c, Clause 1, Article 216 of the Law on Enterprises within 6 months of the deadline or of a written request may have its enterprise registration certificate revoked (Point d, Clause 1, Article 212 of the Law on Enterprises).
Company organisation and stopping business without notice (Article 52)
Clause 2 of Article 52 now carries a fine of VND 40–70 million (old: VND 30–50 million). The new range applies to the four existing violations and the three new ones (Point a, Clause 1, Article 5 of Decree 288):
| Point | Violation | Remedial measure (Clause 3) |
|---|---|---|
| a | No capital contribution certificate issued to a member | Order to issue (Point c) |
| b | No member register or shareholder register | Order to set it up (Point d) |
| c | Company name not displayed at the head office; branch, representative office or business location name not displayed there | Order to display the name (Point dd) |
| d | Records not kept at the head office or other place set in the charter | — |
| dd (new) | Incomplete information on members or shareholders in the member or shareholder register | Order to complete the register (new Point e) |
| e (new) | Company records not kept as required, including the list of beneficial owners | Order to keep the records (new Point g) |
| g (new) | The company stops business for one year without notifying the business registration office and the tax authority | None stated |
- The situation in Point g is also a ground for revoking the enterprise registration certificate under Point c, Clause 1, Article 212 of the Law on Enterprises. It now carries a fine as well.
Cooperatives (Article 65)
- Clause 1 of Article 65 rises from VND 10–20 million to VND 20–30 million. It covers failing to hold the annual members’ meeting on time, to keep a member register, to provide full information and to keep records.
- New Point dd: failure to set up, update and keep the register of full members and associate contributing members as required. Remedy: an order to set up, update and keep the register (Point dd, Clause 3).
Repealed provisions (Article 7)
- Article 49 of Decree 122 (change notices for the enterprise registration). This is now covered by the new Article 44.
- Point a, Clause 1, Article 50: failure to notify, or late notice of, the lease of a sole proprietorship.
- Point b, Clause 1, Article 50: failure to notify, or late notice of, a change of the authorised representative of an owner or member that is an organisation.
- Points a and b, Clause 2, Article 50: the matching remedial measures.
Entry into force (Article 8)
- The Decree took effect on signing, on 21 July 2026 (Clause 1, Article 8). It was published in the Official Gazette on 3 August 2026, after that date.
- Decree 288 has no transitional provision. It does not say how violations committed before 21 July 2026 are handled.
- The violations in Articles 43 to 52 and Article 65 are continuing violations (Clause 2, Article 5 of Decree 122). The limitation period for enterprise registration violations is 1 year; for a continuing violation it runs from the time the violation is discovered (Clauses 1 and 2, Article 5 of Decree 122).
- The Minister of Finance guides and organises implementation (Clause 2, Article 8).
Has your company stopped trading without notice, or do you plan to close it? See temporary business suspension in Vietnam and our company dissolution service.
Official sources
- Decree 288/2026/ND-CP — Official Gazette No. 456, 3 August 2026 (official Vietnamese text)
- Decree 122/2021/ND-CP on administrative penalties in planning and investment — Official Gazette Nos. 45 and 46, 10 January 2022 (official Vietnamese text)
- Law on Enterprises 2020 (Articles 212 and 216)
- Decree 168/2025/ND-CP on enterprise registration
