Amending Enterprise Registration Information in Vietnam Under the 2026 Regulatory Framework

1. Registration of changes versus notification of changes

Vietnamese enterprise law distinguishes between registering a change to enterprise registration contents and notifying the business registration authority of a change in information that is subject to notification.

The applicable procedure depends on the nature of the change and the relevant statutory provision. A company should not assume that every internal corporate decision must be filed in the same manner, nor should it assume that an internal resolution alone completes a filing obligation. Common changes that may require registration or notification include:

• Changes to the company's name, head-office address or registered business lines.
• Changes to charter capital or the ownership structure of a limited liability company.
• Changes to founding shareholders or shareholders who are foreign investors, where the relevant filing requirements apply.
• Changes to the company's legal representative or other registered management information.
• Changes to information concerning the company's beneficial owners, where disclosure or updating is required by law.

The documents and filing procedure vary according to the type of enterprise and the specific change. Companies should therefore identify the relevant statutory category before preparing the application.

2. Key amendments introduced in 2026

Decree No. 296/2026/ND-CP amended Decree No. 168/2025/ND-CP, including provisions concerning beneficial ownership and enterprise registration procedures. One important development is the more detailed framework for identifying beneficial owners. Businesses must consider both ownership and actual control, rather than relying solely on the names appearing in their immediate ownership records.

The amended rules also reinforce requirements relating to electronic authentication for certain enterprise registration procedures. Depending on the transaction and the persons involved, the company may need to ensure that the relevant individual or authorized representative satisfies the applicable identification and authentication requirements. These developments make it increasingly important for companies to maintain accurate corporate records and ensure that the information submitted to the business registration authority is consistent with the company's actual ownership and management arrangements.

3. Documents and information to prepare

Although the required documents depend on the type of change, a company will generally need to review the following:

Corporate approval documents. Depending on the company's legal form and the proposed change, the application may require a decision or resolution adopted by the competent corporate body, such as the owner, Members' Council or General Meeting of Shareholders.

Registration or notification forms. The relevant prescribed form must be selected based on the specific change being reported. The company should verify the latest form and filing requirements under the applicable regulations.

Updated company information. Supporting information may include the revised charter, updated lists of members or shareholders, information about the legal representative, or details concerning beneficial owners, where required.

Identification and authorization documents. The company should check the applicable requirements for the persons signing, submitting or authorizing the filing, including any electronic authentication requirements.

Additional supporting documents. Certain changes may require additional documents under specific provisions of enterprise law or other applicable regulations.

The company should confirm the exact document list before submission. A checklist prepared for a change of legal representative, for example, should not automatically be reused for a change in charter capital or ownership.

4. Filing deadlines and the importance of timely updates

Different types of changes may be subject to different filing deadlines. The relevant period should be calculated by reference to the specific statutory provision governing the change, rather than applying a single deadline to all enterprise registration matters. Where the law requires notification within a prescribed period, the company should arrange the necessary corporate approvals and supporting documents early enough to complete the filing on time.

Changes involving beneficial ownership require particular care. Decree No. 296/2026/ND-CP revised the framework for identifying beneficial owners, but it did not establish a general rule requiring every existing company to re-file its beneficial ownership information within 10 days after the Decree took effect. Companies should distinguish between transitional requirements, changes to actual information and any applicable instructions issued by the competent local authority. Businesses should also monitor official guidance relevant to their registered head-office location, especially where local authorities have issued specific requests or implementation guidance.

5. Common compliance issues

Companies may encounter difficulties when the information in their proposed filing does not align with their corporate records or the supporting documents. Common issues include:

• Using an outdated form or applying the wrong procedure to the proposed change.
• Failing to obtain approval from the competent corporate body.
• Inconsistencies between the application, the company's charter and the updated ownership or management records.
• Incomplete information about beneficial owners or the individuals who ultimately control the company.
• Failure to satisfy applicable identification, authorization or electronic authentication requirements.
• Overlooking a separate notification obligation because the company assumes that an internal decision is sufficient.

A pre-filing review can help identify these issues before submission and reduce the risk of requests for amendments or supplementary documents.

6. Practical recommendations for businesses

Before making a change to its registered information, a company should:

• Identify the exact information to be changed and determine whether registration, notification or another procedure is required.
• Review the applicable provisions of the Law on Enterprises, Decree No. 168/2025/ND-CP and Decree No. 296/2026/ND-CP, as relevant.
• Obtain the necessary corporate approvals and prepare the prescribed forms and supporting documents.
• Verify the current submission method, identification requirements and applicable deadline.
• Retain the submitted documents and evidence of completion, and update the company's internal records accordingly.

Enterprise registration compliance is not limited to completing a form. It requires consistency between the company's registered information, its actual ownership and management structure, and the documents supporting each change.