Vietnam Enterprise Registration 2026: Key Changes Under Decree 296

Vietnam Enterprise Registration 2026 introduced important changes to the enterprise registration framework. On 23 July 2026, the Government issued Decree No. 296/2026/ND-CP, amending Decree No. 168/2025/ND-CP on enterprise registration. The new Decree took effect on the same date.

The changes are particularly relevant to foreign investors, foreign-invested companies and businesses with multi-layer ownership structures. They strengthen transparency requirements while simplifying certain registration procedures.

1. Nominee Shareholding and Capital Contribution Arrangements Are Prohibited

Company owners, members and shareholders must ensure that capital contributions and ownership interests are registered in the name of the actual contributor or owner.

They are responsible for the legality, truthfulness and accuracy of the information declared in enterprise registration dossiers. Arrangements under which one person holds capital or shares on behalf of another person or entity may create serious compliance risks.

Foreign investors should therefore review their proposed ownership structure before incorporating a company in Vietnam. Informal nominee arrangements should not be used as a shortcut to avoid foreign ownership restrictions or market-access conditions.

2. Enterprises Must Identify Their Beneficial Owners

Decree 296 expands the requirements for identifying a company’s beneficial owner.

An enterprise may need to examine every level of its ownership structure, including intermediary companies and other legal arrangements, until the individual who ultimately owns or controls the enterprise is identified.

The identification process generally follows three stages:

Ownership Test

An individual who directly or indirectly owns at least 25% of the company’s charter capital or voting shares may be identified as a beneficial owner.

Indirect ownership through intermediary organizations or legal arrangements must also be considered.

Control Test

Where no individual meets the ownership threshold—or where the identified person is not the true beneficial owner—the company must consider who exercises actual control.

Control may include the power to:

• Appoint or remove key managers;
• Amend the company charter;
• Change the governance structure;
• Determine financial, investment or operational policies; or
• Decide on the reorganization or dissolution of the company.

Senior Management Test

If no individual can be identified through ownership or actual control, the enterprise manager with the highest authority to act on behalf of the company may be identified as the beneficial owner.

Enterprises established from 1 July 2025 must generally declare beneficial ownership information during enterprise registration. Earlier companies may also have updating obligations when conducting subsequent registration procedures or when previously declared beneficial ownership information changes.

3. Government Databases May Replace Repeated Document Submission

Vietnam is continuing to digitalize enterprise registration procedures.

Under Decree 296, business registration authorities may obtain information directly from the National Enterprise Registration Database and other connected state databases. Applicants may therefore not be required to resubmit documents already available to the competent authorities.

However, this simplification depends on the completeness and accuracy of the connected databases. If the authority cannot access the required information—or if the information is incomplete or inconsistent—the applicant may still be asked to provide supplementary documents.

Companies should regularly review their registered information to reduce the risk of delays.

4. Can a Foreign Investor Register a Company Before Obtaining an IRC?

In certain circumstances, a foreign investor may proceed with enterprise registration without submitting a copy of an Investment Registration Certificate as part of the enterprise registration dossier.

Instead, the investor may be required to confirm that the proposed company satisfies the market-access conditions applicable to foreign investors.

This does not create a general exemption from investment registration requirements. Whether an IRC is required must still be assessed based on:

• The proposed business activities;
• The foreign ownership ratio;
• Vietnam’s market-access conditions;
• The form of investment;
• The project location; and
• Any sector-specific licences or approvals.

Foreign investors should obtain a legal assessment before deciding whether to apply for the IRC or ERC first. An incorrect filing strategy may result in requests for amendment, delays or inconsistencies between the investment and enterprise registration records.

5. Practical Compliance Checklist for Foreign Investors

1. Identify the actual investors and ultimate beneficial owners.
2. Review every layer of the ownership structure.
3. Avoid nominee ownership or capital-holding arrangements.
4. Check the market-access conditions for each proposed business activity.
5. Determine whether an IRC is required.
6. Ensure that information is consistent across investment, enterprise and tax records.
7. Prepare supporting documents for foreign individual or corporate investors.
8. Review any additional licences required before commencing operations.
9. Update beneficial ownership information when legally required.
10. Plan post-licensing matters such as capital contribution, banking, tax, accounting, labour and immigration compliance.

How TICA TRUSTLEGAL Can Support Foreign Investors

Establishing a foreign-invested company in Vietnam involves more than obtaining an enterprise registration certificate. Investors must select an appropriate ownership structure, satisfy market-access conditions and maintain consistency across multiple legal and administrative procedures.

TICA TRUSTLEGAL provides comprehensive support for:

• Foreign investment and market-access assessment;
• Investment Registration Certificate applications;
• Enterprise Registration Certificate applications;
• Beneficial ownership review and declaration;
• Corporate restructuring and licence amendments;
• Bank account and capital contribution procedures;
• Tax and accounting compliance;
• Work permits, visas and temporary residence cards; and
• Ongoing corporate legal support.

For professional assistance with establishing or operating a foreign-invested company in Vietnam, contact TICA TRUSTLEGAL:

Hotline / Zalo / WhatsApp: +84 354 658 272
Email: tica.trustlegal@gmail.com
Website: www.ticatrustlegal.com

This article provides general information and does not constitute legal advice. Specific requirements depend on the investor, ownership structure, business sector and project.