DECREE
AMENDING AND SUPPLEMENTING SOME ARTICLES OF DECREE NO. 122/2021/ND-CP DATED DECEMBER 28, 2021 OF THE GOVERNMENT REGULATING ADMINISTRATIVE PENALTIES FOR VIOLATIONS IN THE FIELD OF PLANNING AND INVESTMENT
Based on the Law on Organization of the Government No. 63/2025/QH15;
Based on the Law on Handling Administrative Violations No. 15/2012/QH13, as amended and supplemented by Law No. 54/2014/QH13, Law No. 18/2017/QH14, Law No. 67/2020/QH14, Law No. 09/2022/QH15, Law No. 11/2022/QH15, Law No. 56/2024/QH15, Law No. 88/2025/QH15, Law No. 116/2025/QH15, and Law No. 120/2025/QH15;
Based on the Enterprise Law No. 59/2020/QH14, amended and supplemented by Law No. 03/2022/QH15, Law No. 76/2025/QH15, Law No. 89/2025/QH15, and Law No. 132/2025/QH15;
Based on the Law on Cooperatives No. 17/2023/QH15, as amended and supplemented by Law No. 142/2025/QH15;
At the proposal of the Minister of Finance;
The Government has issued a Decree amending and supplementing a number of articles of Decree No. 122/2021/ND-CP dated December 28, 2021 of the Government stipulating administrative sanctions for violations in the field of planning and investment.
Article 1. Article 43 is amended and supplemented as follows:
Article 43. Violations concerning the declaration of business registration documents, branch office, representative office, and business location registration documents.
A fine of VND 30.000.000 to VND 70.000.000 shall be imposed for the act of making untruthful or inaccurate declarations in the following documents: registration of business establishment, registration of branch or representative office operations; registration of changes to business registration, branch or representative office operations, business locations; notification of changes to business registration, notification of establishment of business locations; business dissolution documents; information of beneficial owners, information to identify beneficial owners in business registration documents, notification of changes to information on beneficial owners of businesses, notification of changes to information to identify beneficial owners.
Article 2. Article 44 is amended and supplemented as follows:
Article 44. Violations concerning the deadlines for registering changes to the content of the Business Registration Certificate, notification of changes to business registration content, registration of branch and representative office operations, notification of establishment of business locations, registration of changes to the registration content of branch and representative office operations, business locations, temporary suspension or resumption of business, notification of establishment of branches and representative offices abroad.
1. A warning will be issued for violations of the deadlines for registering changes to the content of the Business Registration Certificate, notifying changes to business registration content, notifying changes to beneficial owner information, information to identify beneficial owners, registering branch and representative office operations, notifying the establishment of business locations, registering changes to the registration content of branch and representative office operations, business locations, temporary suspension or resumption of business, and notifying the establishment of branches and representative offices abroad, exceeding the prescribed deadline by 01 to 10 days.
2. A fine of VND 10.000.000 to VND 20.000.000 shall be imposed for violations of the deadline for registering changes to the content of the Business Registration Certificate, notifying changes to the business registration content, notifying changes to the information of the beneficial owner, information to identify the beneficial owner, registering the operation of branches, representative offices, notifying the establishment of business locations, registering changes to the registration content of branches, representative offices, business locations, temporarily suspending or resuming business, and notifying the establishment of branches or representative offices abroad beyond the prescribed deadline of 11 to 30 days.
3. A fine of VND 30.000.000 to VND 40.000.000 shall be imposed for violations of the deadline for registering changes to the content of the Business Registration Certificate, notifying changes to the business registration content, notifying changes to the information of the beneficial owner, information to identify the beneficial owner, registering the operation of branches, representative offices, notifying the establishment of business locations, registering changes to the registration content of branches, representative offices, business locations, temporarily suspending or resuming business, and notifying the establishment of branches or representative offices abroad beyond the prescribed deadline of 31 to 90 days.
4. A fine of VND 50.000.000 to VND 60.000.000 shall be imposed for violations of the prescribed deadlines for registering changes to the content of the Business Registration Certificate, notifying changes to business registration content, notifying changes to beneficial owner information, information to identify beneficial owners, registering branch or representative office operations, notifying the establishment of business locations, registering changes to the registration content of branch or representative office operations, business locations, temporary suspension or resumption of business, and notifying the establishment of branches or representative offices abroad, exceeding the prescribed deadline by 91 days or more.
5. A fine of VND 30.000.000 to VND 70.000.000 shall be imposed for the following acts: failure to register changes to the content of the Business Registration Certificate, notification of changes to business registration content, registration of branch or representative office operations, notification of establishment of business locations, registration of changes to the registration content of branches, representative offices, or business locations, notification of temporary suspension or resumption of business, notification of establishment of branches or representative offices abroad, notification of changes to beneficial owner information, or information to identify beneficial owners.
6. A fine of VND 70.000.000 to VND 100.000.000 shall be imposed for the act of failing to supplement information on the beneficial owner of the enterprise (if any), information to identify the beneficial owner of the enterprise (if any) at the time the enterprise carries out the procedure for registering changes to the enterprise registration content, or notifying the change in the enterprise registration content most recently for enterprises established before July 1, 2025.
7. Remedies:
"Required registration of changes to the Business Registration Certificate, notification of changes to business registration, notification of changes to beneficial owner information, information to identify beneficial owners, addition of beneficial owner information, information to identify beneficial owners, registration of branch and representative office operations, notification of establishment of business locations, registration of changes to the registration of branch and representative office operations, business locations, notification of temporary suspension or resumption of business, notification of establishment of branches and representative offices abroad for violations of the provisions of Clauses 5 and 6 of this Article."
Article 3. Amendments and additions to certain clauses of Article 46 are as follows:
1. Add point c after point b of clause 4 as follows:
“c) Failure to declare information about the beneficial owner of the business (if any), or information to identify the beneficial owner of the business (if any) at the time the business carries out the registration procedures.”
2. Add point d after point c of clause 5 as follows:
“d) Requiring the addition of information about the beneficial owner, information to identify the beneficial owner, for violations of the provisions of point c, clause 4 of this Article.”
Article 4. Article 48 is amended and supplemented as follows:
Article 48. Violations concerning reporting, information provision, compliance with requests from business registration authorities, and provision of information on beneficial owners of enterprises to competent state agencies.
1. A fine of VND 20.000.000 to VND 30.000.000 shall be imposed for the act of reporting or providing incomplete or untimely information when requested (including information about the beneficial owner).
2. A fine of VND 40.000.000 to VND 50.000.000 for one of the following acts:
a) Not suspending or terminating business operations in conditional investment sectors or sectors with conditional market access for foreign investors as required;
b) Failure to register a change of business name as required by the business registration authority in cases where the business name infringes on industrial property rights.
3. A fine of VND 50.000.000 to VND 70.000.000 shall be imposed for the act of failing to report, failing to provide information as requested, or reporting or providing false or inaccurate information as requested (including information about the beneficial owner).
4. Remedies:
a) To require the addition of missing information regarding violations of the regulations specified in Clause 1 of this Article;
b) To compel the change of the business name or the removal of the infringing element from the business name for violations of the regulations specified in point b, clause 2 of this Article;
c) To compel the submission of reports or provision of information (including information about the beneficial owner) regarding violations of the provisions of Clause 3 of this Article.”
Article 5. Amendments and additions to certain clauses of Article 52 are as follows:
1. Amend and supplement certain provisions of Clause 2 as follows:
a) Amend and supplement the first paragraph of clause 2 as follows:
“2. A fine of VND 40.000.000 to VND 70.000.000 shall be imposed for any of the following acts:”;
b) Add points d, e, and g after point d of clause 2 as follows:
d) Failure to fully record the required information about capital contributors and shareholders in the member register or shareholder register;
e) Failure to maintain business records as required (including the list of beneficial owners of the business);
g) The enterprise ceases business operations for one year without notifying the Business Registration Authority and the tax authorities.”
2. Add points e and g after point d of clause 3 as follows:
“e) Mandating the full recording of information as prescribed regarding capital contributors and shareholders in the member register and shareholder register for violations of the provisions of point d, clause 2 of this Article;
g) Mandating the retention of business documents (including the list of beneficial owners of the business) for violations of the provisions of point e, clause 2 of this Article.”
Article 6. Amendments and additions to certain clauses of Article 65 are as follows:
1. Amend and supplement certain provisions of Clause 1 as follows:
a) Amend and supplement the first paragraph of clause 1 as follows:
“1. A fine of VND 20.000.000 to VND 30.000.000 shall be imposed for any of the following acts:”;
b) Add point d after point d of clause 1 as follows:
"(d) Failure to establish, update, and maintain registers of official members and associate members contributing capital as required."
2. Add point d after point d of clause 3 as follows:
“d) Mandating the creation, updating, and storage of a membership register for violations of the regulations specified in point d, clause 1 of this Article.”
Article 7. Article 49 and points a and b of clause 1 and points a and b of clause 2 of Article 50 are hereby repealed.
Article 8. Terms enforcement
1. This Decree shall take effect from the date of its signing and promulgation.
2. The Minister of Finance is responsible for guiding and organizing the implementation of this Decree.
3. Ministers, heads of ministerial-level agencies, and chairpersons of provincial and centrally-administered city People's Committees, within their respective functions and duties, are responsible for guiding and implementing this Decree.