Decree 168/2025/ND-CP on Enterprise Registration in Vietnam

DECREE

ON ENTERPRISE REGISTRATION

Pursuant to the Law on Organization of the Government dated February 18, 2025;

Pursuant to the Law on Organization of Local Governments dated June 16, 2025;

Pursuant to the Law on Enterprises dated June 17, 2020; the Law on amendments to the Law on Enterprises dated June 17, 2025;

Pursuant to the Law on Tax Administration dated June 13, 2019;

Pursuant to the Law on Securities dated November 26, 2019;

Pursuant to the Law on Investment dated June 17, 2020; the Law providing amendments to the Law on Planning, Law on Investment, Law on Public-Private Partnership Investment, and Law on Bidding dated November 29, 2024;

Pursuant to the Law on Credit Institutions dated January 18, 2024;

Pursuant to the Law on Insurance Business dated June 16, 2022;

Pursuant to the Law on Identification dated November 27, 2023;

Pursuant to the Law on Electronic Transactions dated June 22, 2023;

Pursuant to the Law on Social Insurance dated June 29, 2024;

Pursuant to the Labour Code dated November 20, 2019;

At the request of the Minister of Finance of Vietnam;

The Government promulgates a Decree on enterprise registration.

Chapter I

GENERAL PROVISIONS

Article 1. Scope

This Decree deals with documentation requirements and procedures for enterprise registration; registration and operation of household businesses; interconnected procedures for registration of enterprises and household businesses; online registration of enterprises and household businesses; provision of information on registration of enterprises and household businesses, access to and sharing of information on enterprises; business registration authorities in charge of processing applications for registration of enterprises and household businesses, and state management of registration of enterprises and household businesses.

Article 2. Regulated entities

1. Any Vietnamese and foreign organizations and individuals (hereinafter referred to as “entities” or “entity”) applying for enterprise/household business registration under the law of Vietnam.
2. Enterprises.
3. Household businesses.
4. Business registration authorities.
5. Authorities in charge of state management of business registration.
6. Authorities assigned to perform state management of labour as prescribed in the Labor Code.
7. Social insurance agencies as prescribed in the Law on Social Insurance.
8. Tax authorities as prescribed in the Law on Tax Administration.
9. Other authorities and entities involved in enterprise registration, and registration and operation of household businesses.

Article 3. Definitions

For the purpose of this Decree, the terms below are construed as follows:

1. “enterprise registration” means registration of contents about business registration and tax registration of an enterprise to be established, registration of changes in enterprise registration contents, registration of operation and registration of changes in operation registration information of branches/representative offices/business locations of an enterprise, other registration and notification obligations, and relevant administrative operations as prescribed in the Law on Enterprises and this Decree.
2. “household business registration” means the registration by the household business’s founder of contents about business registration and tax registration of a household business to be established, registration of changes in household business registration contents and other registration obligations as prescribed in this Decree.
3. “household business owner” means the individual who applies for household business registration or the person who is authorized by members of a family household to act as the representative of a household business.
4. “National Enterprise Registration Information System” prescribed in clause 19 Article 4 of the Law on Enterprise means a system of specialized information on enterprise registration established and operated by the Ministry of Finance of Vietnam in cooperation with relevant authorities to send, receive, store, display, or perform other data-related tasks serving the enterprise registration.
5. “Household Business Registration Information System” means a component of the National Enterprise Registration Information System, established and operated by the Ministry of Finance of Vietnam in cooperation with relevant authorities to send, receive, store, display, or perform other data-related tasks serving the household business registration.
6. “National Enterprise Registration Database” means the collection of data about enterprise registration nationwide. Information included in an application for enterprise registration and about the legal status of the enterprise stored on the National Enterprise Registration Database is considered original information about the enterprise registration.
7. “Household Business Registration Database” means a component of the National Enterprise Registration Database, comprising data about household business registration nationwide. Information included in an application for household business registration and about the legal status of the household business stored on the Household Business Registration Database is considered original information about the household business registration.
8. “copy” means a copy extracted from master register or a copy that has been certified by a competent authority or organization, or compared by a business registration authority to its original.
9. “electronic document” means a document existing in the form of a data message created or digitalized from a physical document, and exactly and completely displaying the contents and structure of the physical document. The electronic document is in “.pdf” format. The name of an electronic document must be relevant to the name of the physical document as prescribed. The person who signs the documents included in an application for enterprise/household business registration may directly sign electronic documents using his/her digital signature or directly append his/her signature to physical documents which then shall be scanned in color mode.
10. “applicant” means the person who is competent to sign the application form for enterprise/household business registration or his/her authorized person to follow enterprise/household business registration procedures as prescribed in Articles 12 and 93 hereof.
11. “documentary evidence of completed transfer” means any of the following documents:
    1. A copy or extract of the member register or shareholder register;
    2. A copy or original of the record of finalization of the transfer contract;
    3. A bank’s certificate of completion of payment;
    4. Other documents proving the completion of transfer of shares/stakes as prescribed by law.
12. “documentary evidence of capital contribution” means any of the following documents:
    1. A copy or extract of the member register or shareholder register;
    2. A copy of the certificate of capital contribution;
    3. A bank’s certificate of payment to the enterprise’s account;
    4. Other documents proving the completion of capital contribution as prescribed by law.
13. “electronic authentication” means an act of verification of the identity of an applicant or person giving authorization to follow enterprise/household business registration procedures which is made through the Electronic Identification and Authentication System or an electronic identification and authentication platform adopting any of the following means: one-time password (OTP), biometric identifiers, duly registered MSIN or other means as prescribed by law on electronic authentication.

Article 4. Rules for handling of enterprise registration procedures

1. The enterprise’s founder or the enterprise shall themself complete the application for enterprise registration and take legal responsibility for the legitimacy, truthfulness, and accuracy of information therein and reports.
2. In case a limited liability company or a joint-stock company has more than one legal representative, the legal representative who follows enterprise registration procedures must ensure and assume responsibility for performance of his/her powers and obligations as prescribed in clause 2 Article 12 of the Law on Enterprises.
3. The business registration authority is responsible for the validity of the application for enterprise registration, but assumes no responsibility for violations against the law committed by the enterprise or the enterprise’s founder.
4. The business registration authority assumes no responsibility to settle disputes between members or shareholders of a company, or between them and other entities, or between an enterprise and other entities.
5. An enterprise is not required to append its seal on the application form for enterprise registration, meeting minutes, resolutions, or decisions included in its application for enterprise registration. Appending seal on other documents included in its application for enterprise registration shall comply with regulations of relevant laws.
6. An enterprise may concurrently carry out registration of changes in enterprise registration contents, notification of changes in enterprise registration contents, notification of updated/additional information on enterprise registration, and rectification of enterprise registration information by submitting a single application.

Article 5. Rights to establish enterprises and obligations to apply for enterprise registration

1. Establishing enterprises, as prescribed by law, is the right of every individual and organization. This right is protected by the State.
2. An enterprise’s founder or enterprise is obliged to fully and promptly fulfill the obligation to apply for enterprise registration, disclose information about establishment and operation of the enterprise in accordance with regulations herein and relevant legislative documents.
3. Business registration authorities and other authorities are prohibited from harassing applicants while receiving and processing applications for enterprise registration.

Article 6. Enterprise registration certificate, certificate of branch/representative office registration, certificate of business location registration

1. Enterprise registration certificate, certificate of branch/representative office registration, and certificate of business location registration are issued to an enterprise and its branch/representative office and business location.
2. Contents of an enterprise registration certificate, certificate of branch/representative office registration, certificate of business location registration shall be written according to the information included in the application for enterprise registration.
3. The enterprise registration certificate is also the tax registration certificate of the enterprise. The certificate of branch/representative office registration is also the tax registration certificate of the branch/representative office. The enterprise registration certificate or certificate of branch/representative office registration is not considered as a business license.

Article 7. Business lines of an enterprise

1. When applying for establishment of an enterprise, notifying changes in business lines, or applying for enterprise registration certificate, the enterprise’s founder or the enterprise shall select the level-4 business lines in Vietnam Standard Industrial Classification and write them on the application for enterprise registration. The business registration authority shall provide instructions, compare information, and enter the enterprise’s business lines into the National Enterprise Registration Database.
2. Specific level-4 business lines prescribed in clause 1 of this Article are provided in the Prime Minister’s Decision introducing Vietnam Standard Industrial Classification.
3. If conditional business lines are prescribed in other legislative documents, they shall be written according to these legislative documents.
4. Business lines that are not mentioned in Vietnam Standard Industrial Classification but prescribed in other legislative documents will be written according to such legislative documents.
5. Business lines that are mentioned in neither Vietnam Standard Industrial Classification nor other legislative documents, business registration authorities shall consider adding them to the enterprise’s business lines if they are not the prohibited ones, and concurrently request the Ministry of Finance to consider adding them as new business lines.
6. In case an enterprise wishes to register more detailed business lines than level 4, it shall select a level 4 business line in Vietnam Standard Industrial Classification, then specify the enterprise’s business lines right under the level-4 line, provided the detailed lines are appropriate for the selected level-4 line. In such case, the enterprise’s business lines are the detailed lines it specified.
7. Business lines prescribed in clause 3 and clause 4 of this Article shall be written in accordance with clause 6 of this Article, which means detailed business lines must be written under the business lines prescribed by relevant legislative documents.
8. Specialized agencies are responsible for performing state management of conditional business lines and business lines restricted to foreign investors in accordance with regulations of specialized laws.

Article 8. Enterprise ID number, ID numbers of affiliates and business locations of enterprises

1. Each enterprise is issued with a single enterprise ID number. This number is also the enterprise’s taxpayer identification number (TIN).
2. The enterprise ID number exists throughout its operation and shall not be issued to any other entity. When an enterprise ceases to operate, the enterprise ID number will be invalidated.
3. Enterprise ID numbers are created, sent and received automatically by the National Enterprise Registration Information System, Taxpayer Registration System, and written on enterprise registration certificates.
4. Regulatory authorities shall uniformly use enterprise ID numbers to perform state management tasks and exchange information about enterprises.
5. ID numbers of an enterprise’s affiliates are issued to the enterprise’s branches and/or representative offices. These ID numbers are also TINs of such branches and representative offices.
6. ID number of a business location is a series of 5 digits from 00001 to 99999. This number is not TIN of the business location.
7. In case the TIN of an enterprise or its branch/representative office is invalidated in accordance with regulations of the Law on Tax Administration, this TIN must not be used in business transactions from the day on which the TIN invalidation is announced by the relevant tax authority.
8. Regarding an enterprise’s branches/representative offices that are established before November 01, 2015 but have not had their own ID numbers, the enterprise shall directly apply to relevant tax authorities for issuance of TINs, and then follow procedures for changes in operation registration information for such branches/representative offices at the relevant provincial-level business registration authorities as prescribed.
9. TINs issued by tax authorities to enterprises that are duly established and operating under Investment Licenses or Investment Certificates (also Business Registration Certificates) or other documents of equivalent validity shall be their enterprise ID numbers.
10. Enterprise ID numbers, ID numbers of affiliates of enterprises may be used as social insurance participant’s codes.

Article 9. Quantity of application for enterprise registration

1. When following enterprise registration procedures, each enterprise or its founder shall be required to submit 01 application package.
2. The business registration authority is not allowed to request the enterprise or its founder to submit more than 01 application package or any documents other than those included an application for enterprise as prescribed by the Law on enterprises and this Decree.

Article 10. Language used in application for enterprise registration

1. Any documents included in an application for enterprise registration must be made in Vietnamese.
2. Any documents made in foreign language must be accompanied by their notarized Vietnamese translations.
3. If a document is made in both Vietnamese and foreign language, the Vietnamese version shall be used when following procedures for enterprise registration.

[to be continued…]

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