LEGAL UPDATE No. 05/2026
6 August 2026
On 23 July 2026, the Government issued Decree No. 296/2026/NĐ-CP (“Decree 296“), amending Decree No. 168/2025/NĐ-CP dated 30 June 2025 (“Decree 168“) on enterprise registration. Decree 296 took effect on the same day. The amendments cover beneficial ownership, foreign-investor filings, electronic authentication and several enterprise registration procedures. Set out below are the points most relevant to foreign investors and foreign-invested enterprises (“FIEs”) operating or entering Vietnam.
1. Capital contributions may not be registered in another person’s name
Amended Article 4 expressly prohibits owners, shareholders and members from having another person named in their place for purposes of contributing capital to an enterprise. Arrangements where the registered holder differs from the person funding or benefiting from the investment should therefore be reviewed, including against the beneficial-owner disclosure requirements and any applicable foreign ownership restrictions.
2. Beneficial ownership must be determined through a sequential test
Under Decree 168 as originally issued, the ownership and control criteria applied in parallel. Amended Articles 17 and 18 now require an enterprise to review each level of its ownership structure until the individual or individuals with ultimate ownership or actual control are identified. The relevant information must be declared in the following sequence. First, the ownership criterion applies. It covers direct, indirect, or combined direct and indirect ownership of at least 25% of charter capital or voting shares. Indirect ownership through organisations or legal arrangements is taken into account. Where a group of individuals related as family members under the Law on Enterprises, or acting under a contract, together holds at least 25%, each individual in the group is treated as a beneficial owner. All general partners of a partnership are also treated as beneficial owners regardless of their capital contribution or voting rights.
Second, the control criterion applies where no individual meets the ownership criterion, or where there are grounds to conclude that an individual identified under that criterion is not in fact the beneficial owner. Relevant control rights include the power to appoint or remove management; amend the charter; change the organisational structure; decide financial, investment or operational policies; or decide on reorganisation or dissolution.
Third, if neither criterion identifies a beneficial owner, the enterprise must identify the manager with the greatest authority to act on its behalf. Representatives of State capital are excluded.
For FIEs with multi-layer ownership structures, identifying only the immediate corporate shareholder is insufficient. The ownership chain should be reviewed through to the relevant individual or individuals, taking into account both formal ownership and actual control rights.
3. Reduced document requirements for certain registration procedures
Decree 296 allows the provincial business registration authority to retrieve information from the national business registration database and other connected State databases, instead of requiring applicants to submit copies of documents already available there. The documents covered include the Investment Registration Certificate (IRC) and the investment authority’s approval of a foreign investor’s capital contribution, share purchase or acquisition of a capital contribution.
Where the information cannot be retrieved, or is incomplete or inaccurate, the authority may still request copies. The practical effect of this change will therefore depend on database connectivity and the accuracy of the underlying records. Filing timetables should continue to allow for requests for supplemental documents, particularly during the initial implementation period.
4. Foreign investors may establish an enterprise before completing IRC procedures
A new Article 24.6 implements, at the enterprise registration level, the mechanism under the Law on Investment 2025 allowing a foreign investor to establish an enterprise before carrying out the procedure for issuance or amendment of the IRC. In this case, the enterprise registration dossier does not need to include the IRC. Instead, the application for enterprise registration must contain the foreign investor’s commitment to satisfy the applicable market access conditions.
This provides greater flexibility in sequencing an investment, but does not remove the applicable market access conditions or any IRC procedure required for the investment project. Investors should confirm the relevant conditions and licensing sequence before relying on this route.
5. Revised requirements for translations and authorised filings
Two changes affect how FIE dossiers are prepared.
First, the requirement for a ‘notarised Vietnamese translation’ of a foreign-language document is replaced with a translation bearing the translator’s certified signature. This aligns the terminology with the applicable certification procedure rather than materially changing the underlying requirement.
Second, amended Article 12.5 requires both the authorising person and the authorised filer to complete electronic authentication for specified procedures, including enterprise establishment and changes to the legal representative, owner, members, founding shareholders or foreign-investor shareholders of an unlisted joint stock company. If electronic authentication is disrupted, it may be completed after registration is issued. Where the authorising person does not have an electronic identification account, the dossier must include a copy of the prescribed identification document. FIEs relying on powers of attorney signed by overseas representatives should take this requirement into account when preparing filing timelines.
6. Shorter processing periods for certain procedures
Several standard processing periods are reduced from three to two working days. The changes relevant to FIEs include:
(i) withdrawing a pending enterprise registration application;
(ii) registering changes to a branch, representative office, or business location’s particulars;
(iii) deregistering a branch, representative office, or business location; and
(iv) correcting errors in a company’s registration information.
Practical note
Decree 296 has applied since 23 July 2026, with no transitional period for new filings. FIEs with enterprise registration procedures in progress should review their beneficial-owner information, authorisation documents and supporting documents against the amended requirements before submission.
Our Investment & FDI Advisory Team assists foreign investors and FIEs with market entry, investment structuring and regulatory compliance in Vietnam.
Disclaimer
This Legal Update is for general informational purposes only and should not be construed as legal advice. For specific guidance tailored to your situation, please contact Vietridge Counsel.
Contact
Le Nguyen Huy Thuy
Managing Partner
VIETRIDGE COUNSEL
E: thuy.le@vietridgecounsel.com
W: vietridgecounsel.com
