Vietnam Decree No. 288/2026/ND-CP: Registration Penalties
The Vietnamese Government issued Decree No. 288/2026/ND-CP on July 21, 2026. The decree took effect on the same day and raises administrative penalties for late, missing, incomplete or inaccurate corporate filings. It amends Decree No. 122/2021/ND-CP on administrative penalties in the planning and investment sector.
It also creates clear penalty exposure for failures involving beneficial ownership information. The change is especially relevant to foreign-invested companies with multi-tier ownership structures and to any company preparing a corporate registration change.
The practical message is straightforward. Companies need tighter control over filing deadlines, ownership information and internal corporate records.
The amounts below apply to organizations. An individual generally faces half of the corresponding organizational fine.
| Violation | Administrative penalty |
| Untruthful or inaccurate information in an enterprise, branch, representative office, business location, dissolution or beneficial ownership filing | VND 30 million to 70 million |
| Required registration or notification filed 1 to 10 days late | Warning |
| Required registration or notification filed 11 to 30 days late | VND 10 million to 20 million |
| Required registration or notification filed 31 to 90 days late | VND 30 million to 40 million |
| Required registration or notification filed at least 91 days late | VND 50 million to 60 million |
| Failure to make a required registration or notification | VND 30 million to 70 million |
| Company established before July 1, 2025 fails to add required beneficial ownership information at its next relevant registration or notification | VND 70 million to 100 million |
| Failure to declare required beneficial ownership information when establishing a new company | VND 50 million to 100 million |
| Providing incomplete information or responding late to a request from a competent authority | VND 20 million to 30 million |
| Failure to respond, or providing untruthful or inaccurate information, including beneficial ownership information, when requested | VND 50 million to 70 million |
| Failure to maintain required company documents, including the list of beneficial owners | VND 40 million to 70 million |
The authority may also require the company to correct or complete a filing, provide requested information or maintain missing records. Paying the fine does not remove the underlying compliance obligation.
Companies established before July 1, 2025 do not necessarily need to make an immediate standalone beneficial ownership filing. In general, they may add the required information when they next register or notify a change in their corporate registration information.
The penalty risk arises if the company reaches that next filing and fails to add the required information. A planned change to the legal representative, registered office, charter capital, business lines, members, shareholders or other registered details should therefore trigger a beneficial ownership review before submission.
A company that has already completed a relevant filing since July 1, 2025 without the required information should review the filing and obtain advice on corrective action and possible sanction exposure.
From now, this Decree should be taken consideration as part of the broader incorporation and post-licensing sequence.
Where a Vietnamese company is owned through one or more overseas entities, the filing team should not stop at the immediate corporate shareholder. It should trace the ownership chain to the relevant individuals and consider control rights as well as ownership percentages.
Appointment powers, reserved matters, charter provisions and shareholder agreements may affect the analysis where the ownership percentages do not tell the whole story. The company should keep a clear ownership chart and the documents supporting its conclusion.
The analysis should be refreshed when the ownership chain, control arrangements or senior management changes. The local company should obtain the required information from its overseas shareholders early enough to meet the filing deadline.
A buyer should check the target company’s recent registration filings, member or shareholder registers, beneficial ownership list, authority correspondence and any corrective filings. This should form part of the broader due diligence when buying a Vietnamese company.
If ownership, management or control will change at closing, the transaction timetable should allocate responsibility for the required filings and supporting documents. The post-closing records should also be reconciled with information held by banks and licensing authorities.
Filing is only one part of compliance. Companies should maintain complete and current member or shareholder registers, a beneficial ownership list, an ownership chart and the documents supporting the information reported.
Requests from a competent authority create separate risk. The company should assign an internal owner, record the deadline, verify the response against its corporate records and escalate any uncertainty before submission.
Beneficial ownership information used for enterprise registration may not always be identical to information requested by a bank for anti-money laundering checks. The company should nevertheless be able to explain any difference.
Review upcoming filings: Identify any planned corporate registration or notification and check whether it creates the next beneficial ownership filing trigger.
Identify the relevant individuals: Trace the ownership chain through each level and consider actual control as well as shareholding percentages.
Check recent submissions: Review relevant filings made since July 1, 2025 and seek advice if required information may have been omitted or reported incorrectly.
Update internal records: Keep the member or shareholder register, beneficial ownership list, ownership chart and supporting documents complete and current.
Control deadlines and requests: Assign responsibility for corporate filings and authority requests, with an internal review before submission.
Reconcile external disclosures: Compare registration information with information provided to banks, licensing authorities and transaction counterparties, and document any legitimate difference.
Q1: When did Vietnam Decree No. 288/2026/ND-CP take effect?
It took effect on July 21, 2026, the date on which it was issued.
Q2: Must every company established before July 1, 2025 file beneficial ownership information immediately?
Not necessarily. In general, an existing company may provide the required information when it next registers or notifies a change in its corporate registration information. It should review the requirement before submitting that next filing.
Q3: What is the highest beneficial ownership penalty under the decree?
The maximum fine shown for an organization is VND 100 million. This can apply to a new company that fails to declare required beneficial ownership information or to an existing pre-July 2025 company that fails to add the information at its next relevant filing.
Q4: Do the penalty ranges apply to companies and individuals equally?
No. The ranges in this alert apply to organizations. An individual generally faces half of the corresponding organizational fine.
Q5: Is paying the fine enough to close the matter?
Not always. The company may also be required to correct or complete its filing, provide requested information or maintain the required corporate records.
ANT Lawyers is a Vietnam law firm with lawyers in Ho Chi Minh City, Hanoi, and Da Nang. We advise foreign companies, investors, contractors, managers, and individuals on corporate, commercial, regulatory, employment, dispute resolution, intellectual property, real estate, construction, trade, tax, and other legal matters in Vietnam. Our work combines legal analysis with practical understanding of Vietnam’s business environment, local procedures, and cross-cultural issues. We help clients protect their interests, manage legal and commercial risk, maintain regulatory compliance, and make informed decisions in transactions, operations, investments, and disputes.
This article is for general informational purposes only and does not constitute legal advice for any specific situation. Laws and practice may change, and the position is stated as of the publication date. For advice on your matter, please consult qualified counsel.
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