Decree 296/2026/ND-CP, promulgated on July 23, 2026 (and effective on the same date), introduces fundamental changes to legal procedures by providing critical amendments to Decree 168/2025/ND-CP. From tightening the definition of the ultimate beneficial owner according to international standards to introducing mechanisms for FDI company establishment before obtaining an Investment Registration Certificate, these new regulations on enterprise registration directly impact investors’ capital structuring and operational strategies. In the following article, Viet An Law will provide an in-depth analysis of the new points of Decree 296/2026/ND-CP on enterprise registration in Vietnam to assist businesses and foreign investors in promptly grasping compliance requirements, particularly regarding company registration and business suspension.
| Criteria | Notable new points (Effective July 23, 2026) |
| Ultimate beneficial owner | Mandatory identification based on a 3-level criteria process; applying aggregated ownership for family groups; all general partners |
| Foreign investment | Allowing enterprise establishment before Investment Registration Certificate; prohibiting nominee or holding structures when contributing capital |
| Business suspension | Imposing a maximum cap of 24 consecutive months; mandatory confirmation after suspension |
| Procedure digitization | Integrating VNeID; recognizing electronic data as equivalent to electronic documents; reducing digital signature procedures for certain documents |
| Processing time | Shortening multiple procedures from 03 to 02 working days |
The new regulation forces enterprises not to leave UBO information blank, applying a sequential three-tier review principle:
Decree 296/2026/ND-CP introduces for the first time the concept of aggregated ownership ratios for groups of individuals with family relationships (according to Clause 22, Article 4 of the Law on Enterprises). Accordingly, all individuals within a family group collectively owning a total capital proportion of 25% or more are determined to be the UBO.
Example: In a company, the wife owns 15% and the husband owns 15%. The total percentage of the family group is 30% (greater than 25%). Therefore, both spouses must be declared as the UBO.
A new point mandates that all general partners of a partnership are the UBO, regardless of their capital contribution ratio or voting rights.
In cases where the ownership structure involves a legal arrangement, the UBO is determined according to the provisions of the law on anti-money laundering. This requirement directly affects foreign trust structures when conducting investment activities in Vietnam, compelling the transparency of the final benefiting individuals.
Enterprises must review each tier in the ownership structure until they identify the individual with the ultimate ownership or control rights, strictly complying with the following order:
Level 1 (ownership) -> Level 2 (control) -> Level 3 (highest management authority)
A new mechanism supporting special investment procedures is added to the provisions in Article 24 of Decree 168/2025/ND-CP:
Decree 296/2026/ND-CP supplements the principle of prohibiting acting as a nominee to contribute capital. This creates direct legal risks for holding structures or nominee arrangements through Vietnamese individuals acting on behalf of others, which are currently quite common in enterprises that are fundamentally FDI capital in Vietnam but have not been fully declared. FDI investors must urgently review and restructure existing capital contribution trust arrangements.
The dossier notifying the change of a shareholder who is a foreign investor must be supplemented with documents proving the completion of capital contribution when purchasing privately offered shares.
In order to end the situation of indefinite suspension, Decree 296/2026/ND-CP has supplemented Article 60 of Decree 168 regarding business suspension with the following regulations:
Note on the transitional clause of Decree 296/2026/ND-CP: For dossiers of dissolution and business suspension (received but unprocessed after July 23, 2026), the new regulations on enterprise registration under Decree 296/2026/ND-CP shall apply for resolution.
During the business suspension period, if there are changes to the enterprise registration contents, the enterprise must still perform the procedures for registering or notifying the changes.
A new management process aimed at avoiding the situation of enterprises absconding, specifically:
Synchronizing 05 new points applied to household businesses: clearly delineating the responsibilities of the communal-level business registration authority; regulating authorization and electronic authentication; the obligation to register changes during business suspension; and the sequence of submitting dossiers via VNeID.
Decree 296/2026/ND-CP stipulates shortening the resolution time limit from 03 working days to 02 working days for the following procedures:
Note on the transitional clause: Other enterprise and household business registration dossiers (received but unprocessed) will continue to apply Decree 168/2025/ND-CP for resolution.
| Tasks to be done | Applicable subjects | Priority level |
| Reviewing and re-declaring the ultimate beneficial owner according to the new criteria | Operating enterprises | 🔴High |
| Evaluating and restructuring investment trust agreements, avoiding violations of the prohibition on acting as a nominee | Foreign investors, FDI enterprises | 🔴High |
| Reviewing multi-layered ownership chains to determine the final benefiting individuals | Foreign investors | 🔴High |
| Recalculating the 24-month cap for companies currently undergoing business suspension | Operating enterprises | 🔴High |
| Considering the mechanism for enterprise establishment before the Investment Registration Certificate, evaluating risks regarding market access conditions | Foreign investors in the planning stage | 🟡Medium |
| Updating the shareholder register (unlisted joint-stock companies) in preparation for dissolution risks | Operating enterprises | 🟡Medium |
Yes. According to the new regulations on enterprise registration, groups of individuals with family relationships jointly owning 25% or more will be aggregated. Because the total percentage of the two brothers is 30%, both must be declared as the UBO of the enterprise.
The decree stipulates a mandatory review mechanism. If Criterion 1 (ownership) and Criterion 2 (control) are not satisfied, the enterprise is forced to apply Criterion 3: designating the enterprise manager with the highest authority to stand as the UBO. The law mandates that this information is not allowed to be left blank.
No. Decree 296/2026/ND-CP imposes a maximum cap of 24 months for the total consecutive business suspension period (including the time prior to July 23, 2026). The enterprise is forced to choose to continue business operations or implement dissolution procedures.
The amendments to Decree 168/2025/ND-CP mark a strong reform step in data governance, ownership transparency, and the digital transformation of legal procedures. For detailed advice on applying these new points of Decree 296/2026/ND-CP on enterprise registration in Vietnam into practice, clients are welcome to contact Viet An Law to receive the most comprehensive and optimal legal solutions.
