Vietnam Decree No. 296/2026/ND-CP: New Enterprise Registration and Beneficial Ownership Rules

The Vietnamese Government issued Vietnam Decree No. 296/2026/ND-CP on July 23, 2026. It took effect on the same day and amends Decree No. 168/2025/ND-CP on enterprise registration.

The changes affect how foreign investors form companies, identify beneficial owners, submit online filings and manage suspended enterprises. For new projects, the decree also puts the ERC-first sequence into the enterprise registration procedure. A company may be established before an Investment Registration Certificate is issued or adjusted when that certificate is still required, but the project must not begin before the required investment approval is obtained.

Vietnam Decree No. 296/2026/ND-CP should therefore be read as a practical market-entry and corporate compliance update. Companies should manage these filing duties alongside the higher corporate registration and beneficial ownership penalties under Vietnam Decree No. 288/2026/ND-CP.

What Vietnam Decree No. 296/2026/ND-CP Changes

1. Foreign investors may complete enterpise rergistration before the relevant IRC procedure, subject to market-access conditions.

2. Beneficial ownership identification now follows a clear order based on ownership, actual control and a senior-management fallback.

3. Owners, shareholders and company members must not stand in another person’s name to contribute capital.

4. Enterprise registration uses more government-held data and electronic filing, while responsibility for accuracy remains with the applicant.

5. A company may not remain under consecutive business suspension for more than 24 months.

Company Formation May Come Before the IRC

A foreign investor establishing a company before completing the relevant IRC procedure does not need to include a copy of the IRC in the enterprise registration dossier. The application must instead include the required commitment that the foreign investor satisfies the applicable market-access conditions.

This change supports a more flexible company formation sequence. It does not remove the distinction between the Enterprise Registration Certificate and the Investment Registration Certificate in Vietnam. The ERC establishes the legal entity. An IRC-required project must still obtain its IRC before implementation.

Foreign investors deciding how to start a business in Vietnam should coordinate company registration with the proposed activities, ownership, capital, location, licensing requirements and project timetable.

Beneficial Ownership Requires a Full Look-Through Review

Vietnam Decree No. 296/2026/ND-CP requires an enterprise or its founder to review each level of the ownership structure until the individuals with ultimate ownership or actual control are identified. The analysis should not stop at the immediate overseas shareholder.

An individual may qualify through direct ownership, indirect ownership, or a combination of both, where the holding reaches at least 25 percent of charter capital or voting shares. Indirect ownership may run through organizations or other legal arrangements. Individuals connected by specified family relationships or by contract may also need to be considered together where their combined ownership reaches the threshold. All general partners of a partnership are treated as beneficial owners.

If the ownership test does not identify the correct individual, the enterprise must consider actual control. Rights over management appointments, charter changes, organizational structure, key financial or investment policy, reorganization or dissolution can be relevant. In companies with more than one investor, joint venture governance in Vietnam may give one party effective control through appointment rights or reserved matters even when the shareholding percentages suggest otherwise.

If no individual satisfies the ownership or control tests, the enterprise identifies the individual with the highest managerial authority who is authorized to act on its behalf. This fallback is mandatory, so the filing cannot simply be left blank. It is a filing rule. It does not make that manager the economic owner of the company.

Nominee Capital Arrangements Need Immediate Review

The decree states that owners, shareholders and company members must not stand in another person’s name to contribute capital. This gives the enterprise registration framework a clearer basis to challenge arrangements in which the registered holder and the person supplying or controlling the capital are different.

A foreign investor should review any side letter, informal nominee arrangement, trust-based holding or unexplained difference between the capital contributor and the registered owner. The issue is not limited to beneficial ownership disclosure. It can affect title to the investment, voting rights, dividends, transfer rights and the accuracy of past filings.

Digital Filing May Be Faster but Responsibility Remains

Business registration authorities may use information already available in national or sector databases instead of requiring the applicant to submit the same copies again. If the available information is missing or inaccurate, the authority may still request supporting documents.

Online enterprise registration may be completed through the National Public Service Portal or the national identification application. Electronic documents and electronic data can form part of the dossier, and the procedure distinguishes filings made by the authorized signatory from those made by an authorized filing agent.

Foreign investors should confirm identity documents, electronic authentication and authorization arrangements before the filing date. Reduced document duplication does not reduce responsibility for the legality, truthfulness and accuracy of the application.

Dormant Companies Face a 24-Month Limit

Each notified business suspension period remains limited to 12 months. Vietnam Decree No. 296/2026/ND-CP adds a maximum of 24 consecutive months, including relevant suspension time registered before the decree took effect.

Corporate changes arising during suspension must still be registered or notified. For suspensions notified on or after July 23, 2026, the legal representative must also confirm through the registration system, within five working days after the notified period ends, that the company has resumed business and completed its registration obligations. Persistent failure to confirm and report can ultimately lead to revocation of the ERC and dissolution procedures.

A foreign parent with an inactive Vietnamese subsidiary should decide whether to restart, restructure, transfer or dissolve the company. Repeated suspension is no longer an open-ended holding strategy.

Enterprise Registration and AML Reviews Must Be Reconciled

The beneficial owner identified for enterprise registration is not automatically identical to the person identified by a bank or another reporting entity under the beneficial ownership standards for AML compliance. The two frameworks serve different purposes, but they are not completely separate.

Where a legal arrangement governed by anti-money laundering law sits in the ownership structure, the enterprise registration rules use that AML framework to identify its beneficial owner. This matters for trusts and comparable structures above a Vietnamese company.

Companies should reconcile ownership charts, control rights, internal registers and bank disclosures, and document any legitimate difference.

What Foreign Investors Should Do Now

1. Confirm the ERC and IRC sequence: Separate company formation from project approval and identify the earliest lawful operating date.

2. Prepare the beneficial ownership analysis: Trace every ownership level, test direct and indirect holdings, and record the evidence supporting the conclusion.

3. Review control rights: Check the charter, shareholders agreement, reserved matters and appointment powers instead of relying only on ownership percentages.

4. Identify nominee risk: Review any arrangement in which the registered holder may not reflect the person providing or controlling the capital.

5. Prepare the digital filing route: Confirm the signatory, filing agent, authorization, identification and electronic authentication before submission.

6. Decide the future of dormant entities: Track the total consecutive suspension period and choose whether the company will resume, restructure, transfer or dissolve.

These actions should form part of the wider Vietnam market entry risk assessment before the investor commits capital, signs a lease or fixes the launch date.

Frequently Asked Questions About Vietnam Decree No. 296/2026/ND-CP

Q1: When did Vietnam Decree No. 296/2026/ND-CP take effect?

It took effect on July 23, 2026, the date on which it was issued.

Q2: Can a foreign investor establish the company before obtaining the IRC?

Yes, where the investor uses the ERC-first sequence permitted by the current investment framework and satisfies the applicable market-access conditions. An IRC-required project must still obtain its IRC before implementation.

Q3: Who is identified if no individual owns at least 25 percent?

The enterprise next considers individuals who exercise actual control. If no individual satisfies the ownership or control tests, it identifies the person with the highest managerial authority who is authorized to act for the enterprise.

Q4: Are enterprise registration and bank beneficial ownership tests the same?

Not necessarily. The frameworks serve different purposes, but they can intersect where a legal arrangement forms part of the ownership structure. The company should apply the correct test for each purpose, reconcile the results and document any legitimate difference.

Q5: How long may a company remain under consecutive business suspension?

The total consecutive period may not exceed 24 months. Each suspension notice remains limited to 12 months, and relevant prior suspension time may count toward the total.

About the Author

About ANT Lawyers, a Law Firm in Vietnam

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.

General Disclaimer

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.