New Points of Government Decree No. 296/2026/ND-CP on Enterprise Registration

1. Prohibition of Holding Capital Contributions Under Another Person's Name

For the first time, legal regulations on enterprise registration explicitly prohibit individuals from nominee holdings—standing under another person's name—to contribute capital to an enterprise for owners, shareholders, or company members. Specifically:

“1. Enterprise founders or enterprises shall self-declare enterprise registration dossiers and take legal liability for the lawfulness, truthfulness, and accuracy of the declared information in enterprise registration dossiers and reports. Company owners, shareholders, and members shall fully comply with regulations on contributed assets under Clause 2, Article 34 of the Law on Enterprises, and shall not hold capital contributions on behalf of another person.”

2. Regulations on Authorizing Persons and Authorized Representatives (Mandatory Electronic Authentication)

Authorizing persons and authorized representatives performing enterprise registration procedures shall be held legally responsible for the lawfulness, truthfulness, and accuracy of the authorization. Authorizing persons and authorized representatives must undergo electronic authentication to be granted enterprise registration when carrying out procedures for: establishment registration; registration of changes to legal representatives, company owners, members of limited liability companies, information on founding shareholders, shareholders who are foreign investors of joint-stock companies not listed or registered for trading, private enterprise owners, and general partners.

In case electronic authentication is interrupted, the authorizing person shall perform electronic authentication after enterprise registration is granted. If the authorizing person fails to confirm or confirms non-authorization of the enterprise registration procedures, the provincial business registration authority shall request the enterprise to report in accordance with Clause 5, Article 21 of this Decree.

In cases where an electronic identification account is not yet available to perform electronic authentication, the enterprise registration dossier must include a valid copy of the identity card, Citizen Identity Card, passport, foreign passport, or valid equivalent substitute documents of the authorizing person.

3. Beneficial Owners of Enterprises

Regulations on ultimate beneficial owners (UBO) contain particularly significant changes, which specifically mandate full information tracing to accurately identify beneficial owners of enterprises. This regulation holds special importance in anti-corruption and anti-money laundering (AML) efforts.

Accordingly, a beneficial owner of an enterprise with legal personality refers to one or multiple individuals who meet one of the following conditions:

(i) Directly control the enterprise; or

(ii) Indirectly own the enterprise; or

(iii) Exercise ultimate control over the enterprise in practice.

4. Determination of Beneficial Owners of Enterprises

Beneficial owners are one or multiple individuals determined as follows:

Case 1: An individual directly, indirectly, or both directly and indirectly owns 25% or more of the charter capital, or 25% or more of the total voting shares of the enterprise.

• An indirect owner is an individual owning 25% or more of the charter capital or 25% or more of the total voting shares of the enterprise through other organizations or legal arrangements.

• In cases where a group of individuals linked by family relationships (as stipulated under Clause 22, Article 4 of the Law on Enterprises) or contractual agreements jointly own, directly, indirectly, or both directly and indirectly, 25% or more of charter capital or voting shares, the enterprise shall identify all individuals in this group as beneficial owners.

• For partnerships, all general partners are beneficial owners of the enterprise, regardless of their charter capital contribution ratio or voting rights.

Case 2: If no individual meets the criteria under Case 1, or if there are grounds showing that the individual identified under Case 1 is not the ultimate beneficial owner, the enterprise shall determine the beneficial owner through other methods in accordance with the law or in practice. Control is exercised through one or more of the following rights:

• Right to appoint, dismiss, or remove the majority or all members/Chairman of the Board of Directors; majority or all members/Chairman of the Members' Council; Director or General Director;

• Right to amend or supplement the enterprise's charter; change the organizational structure; decide financial, investment, and operational policies; or reorganize and dissolve the enterprise.

Case 3: In cases where no individual meets the criteria under Cases 1 and 2, the enterprise shall designate the manager holding the highest authority to act on behalf of the enterprise as the beneficial owner, except for individuals representing state capital in the enterprise.

5. Declaration and Notification of Information on Beneficial Owners

1. Enterprise founders and enterprises are responsible for identifying beneficial owners in accordance with Article 17 of this Decree, and declaring and notifying the business registration authority of information regarding beneficial owners.

- Founders and enterprises must identify beneficial owners by reviewing each level in the ownership structure until the individual holding ultimate ownership or practical control is determined.

- If the ownership structure involves legal arrangements under anti-money laundering legislation, beneficial owners of such legal arrangements shall be identified pursuant to anti-money laundering laws.

2. The declaration of information regarding beneficial owners shall follow this order:

a) Founders/enterprises declare and notify the business registration authority of information regarding individuals who meet the ownership criteria under Clause 1, Article 17 of this Decree;

b) If no individual meets the criteria in Clause 1, Article 17, or if grounds show that the identified individual is not the beneficial owner, founders/enterprises shall declare and notify information on individual(s) meeting the actual dominance criteria under Clause 2, Article 17;

c) If no individual meets the criteria under Clauses 1 or 2 of Article 17, founders/enterprises shall declare and notify information on the individual specified in Clause 3, Article 17 of this Decree.

6. Total Consecutive Business Suspension Period Shall Not Exceed 24 Months

Under the new Decree, the total consecutive business suspension period shall not exceed 24 months. This implies that after 24 consecutive months of suspension, the enterprise must either decide to dissolve or resume business operations.

“In cases where an enterprise, branch, or business location suspends operations or resumes business prior to the notified deadline, or a representative office suspends or resumes operations ahead of schedule, the enterprise shall send a notice dossier to the provincial business registration authority where the head office, branch, representative office, or business location is situated at least 03 working days prior to the date of suspension or early resumption.

In cases where an enterprise, branch, or business location wishes to extend business suspension, or a representative office wishes to extend operational suspension after the notified period expires, it must submit a suspension notification dossier to the provincial business registration authority at least 03 working days prior to the date of continued suspension.

The suspension period for each notification shall not exceed 12 months. The total consecutive business suspension period shall not exceed 24 months.”

The full text of Decree No. 296/2026/ND-CP can be accessed here.