Decree 168 / 2025 / ND-CPIssued on June 30, 2025 and effective from July 1, 2025, replacing Decree 01 / 2021 / ND-CP , and Decree 122 / 2020 / ND-CPThis brings about many important improvements in the business registration process. This decree specifies the regulations of Enterprise Law 2020 , and Amended and supplemented Enterprise Law of 2025This aims to simplify administrative procedures, enhance transparency, and support business owners and household businesses. Below are the notable new points, presented in detail to help readers easily find and apply them.
1. Expand the scope of application
According to the Article 2 of Decree 168 / 2025 / ND-CPThe scope of application has been expanded to include:
- Domestic and foreign organizations and individuals register their businesses or household businesses in accordance with Vietnamese law.
- Businesses and household businesses.
- Business registration agencies and state management agencies responsible for business registration.
- State labor management agencies (according to Labor Code 2019), social insurance (according to ), Law on Social Insurance 2024), tax (according to Law on Tax Administration 2019), and other related organizations.
Expanding the scope of application helps ensure uniformity and comprehensiveness in state management of business registration, especially supporting foreign organizations and individuals operating in Vietnam.
2. Regulations regarding beneficial owners
Article 17 The regulations clearly define the beneficial owners, including:
- Individuals who directly or indirectly own ≥25% of the capital or shares have voting rights.
- Individuals have the right to control the decision-making process regarding the appointment of members of the Board of Directors, Board of Members, Management Board, or decisions on changes to the charter, company restructuring, etc.
- Indirect ownership is defined as when an individual owns ≥25% of the capital or voting shares through another organization.
This regulation aims to enhance transparency and compliance with international anti-money laundering standards, making it easier for regulators to identify the true owners of businesses.
3. Changes to the business registration authority
According to the Article 20The business registration agency has been reorganized as follows:
- Provincial level: The Departments of Finance of provinces and centrally-administered cities are responsible for business registration, except for high-tech zones.
- High-tech zone: The High-Tech Park Management Board is responsible for registration.
- Commune level: The Economic Department (in rural areas) or the Economic, Infrastructure, and Urban Department (in urban areas, such as the Phu Quoc special zone) is under the People's Committee of the commune, ward, or town.
Clearly defined responsibilities among management levels help increase efficiency and consistency in the business registration process.
|
Managers |
Responsible agency |
|
Provincial level |
Department of Finance (excluding high-tech zones) |
|
High-tech Zone |
High-tech Park Management Board |
|
Commune |
Department of Economy or Department of Economy, Infrastructure, and Urban Development |
4. Changes to stamping regulations
According to the Article 4, Clause 5Businesses are not required to affix a seal to business registration documents, meeting minutes, resolutions, decisions, or related documents. Other documents must comply with relevant legal regulations.
This regulation continues to maintain and further clarify which documents do not require a seal, helping to reduce administrative procedures and save costs for businesses.
5. Register online
Article 37 It is stipulated that from July 1, 2025, the Business registration must be done online. via the National Business Registration Portaldangkykinhdoanh.gov.vn), using electronic identification. Provincial-level agencies will support this process.
Switching to online registration saves time, reduces costs, and enhances convenience for registrants, while also promoting digital transformation in business management.
6. Legal validity of electronic documents
Article 38 stipulates that Electronic business registration documents have the same legal validity as paper documents., effective from July 1, 2025.
This regulation affirms the role of electronic records, supporting businesses in transitioning to modern management methods.
Decree 168/2025/ND-CP brings about many important improvements, from simplifying administrative procedures and promoting digital transformation to enhancing transparency in business management. Business owners and household businesses need to understand these new regulations to ensure compliance with the law and take advantage of the benefits from the modernized registration system.