DECREE
AMENDING AND SUPPLEMENTING SOME ARTICLES OF GOVERNMENT DECREE NO. 168/2025/ND-CP DATED JUNE 30, 2025 ON ENTERPRISE REGISTRATION
Based on the Law on Organization of the Government No. 63/2025/QH15;
Pursuant to Law on Organization of Local Government No. 72/2025/QH15;
Based on the Enterprise Law No. 59/2020/QH14, amended and supplemented by Law No. 03/2022/QH15 and Law No. 76/2025/QH15;
Based on the Investment Law No. 143/2025/QH15;
Based on the Law on Bankruptcy and Recovery 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. 168/2025/ND-CP dated June 30, 2025 of the Government on business registration.
Article 1. Amendments and additions to certain clauses of Article 4
1. Amend and supplement Clause 1 as follows:
“1. The business founder or the business itself shall declare the business registration dossier and be legally responsible for the legality, truthfulness, and accuracy of the information declared in the business registration dossier and reports. Owners, shareholders, and members of the company shall fully comply with the regulations on contributed capital assets in Clause 2, Article 34 of the Enterprise Law, and shall not register capital contributions to the business in the name of others.”
2. Add clauses 7 and 8 after clause 6 as follows:
7. Provincial-level business registration agencies shall exploit and utilize information already available in the National Database on Business Registration and other national and specialized databases, and shall not require individuals or organizations carrying out business registration procedures to submit copies of the Business Registration Certificate, Cooperative Registration Certificate, Household Business Registration Certificate, Tax Registration Certificate, Investment Registration Certificate, documents from the investment registration agency approving capital contribution, share purchase, purchase of capital contributions by foreign investors or foreign-invested economic organizations, establishment and operation licenses, or copies of approval documents from the State Securities Commission, legally effective court decisions, and other documents in the business registration dossier as stipulated in the Enterprise Law and this Decree.
If the information cannot be obtained, or if the information obtained is incomplete or inaccurate, the provincial business registration authority shall request the individual or organization to supplement copies of the aforementioned documents as prescribed in the Enterprise Law and this Decree to process the business registration procedure. Individuals and organizations shall update and adjust information in the databases in accordance with the law.
The exploitation and use of existing information in databases to replace components of business registration dossiers, based on the connection and sharing of information between the National Business Registration Database and other databases, shall be carried out in accordance with the announcement on the National Business Registration Portal.
8. For a limited liability company with 100% state-owned capital, the copy or original of the resolution or decision of the company owner, or the document appointing an authorized representative of the owner (if the owner is an organization) in the business registration dossier as prescribed in the Enterprise Law and this Decree, shall be replaced by a document from a competent organization or individual as prescribed by the law on management and investment of state capital in enterprises and other relevant laws.”
Article 2. Amendments and additions to Clause 5 of Article 12
“5. The authorizing party and the authorized party carrying out the business registration procedure are legally responsible for the legality, truthfulness, and accuracy of the authorization. The authorizing party and the authorized party must electronically authenticate to be granted business registration when carrying out the procedure for registering the establishment of a business, registering changes to the legal representative, owner, members of a limited liability company, information on founding shareholders, foreign investor shareholders of a joint-stock company that is not a listed company and a company registered for securities trading, private enterprise owner, and general partner.
If the electronic verification process is interrupted, the authorized person shall perform the electronic verification after the business registration is granted. If the authorized person does not confirm or confirms that they have not authorized the business registration procedure, the provincial business registration authority shall request the enterprise to report as prescribed in Clause 5, Article 21 of this Decree.
If an electronic identity account is not available for electronic authentication, the business registration application must include a copy of the authorized person's identity card, citizen identification card, passport, foreign passport, or other valid documents equivalent to a foreign passport.
Article 3. Amendments and additions to Article 17
Article 17. Beneficiaries of the enterprise
The beneficial owners of a legally incorporated enterprise are one or more individuals who directly or indirectly own or ultimately control that enterprise in practice, excluding individuals representing state capital in the enterprise (hereinafter referred to as the beneficial owners of the enterprise). The beneficial owners are one or more individuals defined as follows:
1. Individuals who directly or indirectly, or both directly and indirectly, own 25% or more of the charter capital or 25% or more of the total voting shares of an enterprise.
Indirect owners are individuals who own 25% or more of the charter capital or 25% or more of the total voting shares of a business through other organizations or legal agreements.
In cases where a group of individuals with family ties as defined in Clause 22, Article 4 of the Enterprise Law, or under a contract, jointly own directly or indirectly, or both directly and indirectly, 25% or more of the charter capital or 25% or more of the total voting shares of the enterprise, the enterprise shall identify these individuals as beneficial owners of the enterprise.
In a partnership, all partners are beneficial owners of the business regardless of their capital contribution ratio or voting rights.
2. In cases where an individual does not meet the criteria specified in Clause 1 of this Article, or there is evidence to suggest that the individual identified according to the criteria specified in Clause 1 of this Article is not a beneficial owner of the enterprise, 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: the right to appoint, dismiss, or remove the majority or all members or chairman of the board of directors, the majority or all members or chairman of the board of members, the Director, or the General Director; to amend or supplement the enterprise's charter; to change the organizational structure; to decide on the financial, investment, and operational policies of the enterprise; and to reorganize or dissolve the enterprise.
3. In cases where no individual meets the criteria in Clauses 1 and 2 of this Article, the enterprise shall identify an individual as the enterprise manager with the greatest authority to act on behalf of the enterprise, except in cases where the individual represents state capital in the enterprise.”
Article 4. Amendments and additions to Article 18
Article 18. Declaration and notification of information on beneficial owners of enterprises
1. The business founder and the business itself are responsible for identifying the beneficial owners of the business in accordance with Article 17 of this Decree and for declaring and notifying the Business Registration Authority of information about the beneficial owners of the business.
The business founder and the business itself are responsible for identifying the beneficial owners of the business by reviewing each level of the business's ownership structure until the individual with the ultimate ownership or control is identified. If the ownership structure includes a legal agreement as stipulated by anti-money laundering laws, the beneficial owner of that legal agreement shall be determined according to the provisions of anti-money laundering laws.
2. The declaration of information regarding the beneficial owner is carried out in the following order:
a) The business founder and the business itself shall declare and notify the Business Registration Authority of the personal information that meets the ownership criteria specified in Clause 1, Article 17 of this Decree;
b) In cases where an individual does not meet the criteria specified in Clause 1 of Article 17, or there is evidence to suggest that the individual identified according to the criteria specified in Clause 1 of Article 17 is not the beneficial owner of the enterprise, the enterprise founder or the enterprise shall declare and notify the Business Registration Authority of the information of one or more individuals who meet the criteria regarding actual controlling power as stipulated in Clause 2 of Article 17 of this Decree;
c) If no individual meets the criteria specified in Clauses 1 and 2 of Article 17, the business founder or the business itself shall declare and notify the Business Registration Authority of the information of the individual as specified in Clause 3 of Article 17 of this Decree.”
Article 5. Amendments and additions to Clause 2 of Article 20
2. At the commune level:
a) In cases where a commune-level administrative unit establishes a specialized department, the business registration agency handling the business registration procedures is the specialized department under the People's Committee of the commune, which has the function and nhiệm vụ of registering business households as decided by the People's Committee of the province or centrally-governed city;
b) In cases where the commune-level administrative unit does not establish a specialized department, the business registration authority handling household business registration procedures is the People's Committee of the commune.
c) The business registration agency handling the business registration procedures stipulated in points a and b of this clause (hereinafter referred to as the commune-level business registration agency) has an account and a seal.”
Article 6. Add clause 8a after clause 8 of Article 21.
“8a. Update and store information on shareholders of joint-stock companies that are not listed companies and companies registered for securities trading in the National Database of Business Registration for a period of 06 years from the date of company dissolution as prescribed in this Decree.”
Article 7. Add clause 6 after clause 5 of Article 24.
6. In cases where a foreign investor establishes a business before completing the procedures for granting or amending the Investment Registration Certificate as prescribed by the law on investment, the business registration dossier shall not include a copy of the Investment Registration Certificate as stipulated in Clause 5, Article 20, Point c, Clause 4, Article 21, and Point c, Clause 4, Article 22 of the Enterprise Law. In this case, the business registration application shall include a commitment to meet the market access conditions for foreign investors as prescribed by law.
Article 8. Amendments and additions to certain points and clauses of Article 38.
1. Amend and supplement Clause 1 as follows:
“1. Online business registration dossiers include documents as prescribed in the 2020 Enterprise Law, amended and supplemented in 2025, and this Decree, presented in electronic document or electronic data form as prescribed by law. Online business registration dossiers have the same legal validity as paper business registration dossiers.”
2. Amend and supplement point a of clause 2 as follows:
“a) The documents are complete and their contents are fully declared as required in paper-based applications, and are presented in electronic form or electronic data containing all the required information as in paper-based applications;”.
3. Amend and supplement point d of clause 2 as follows:
“d) In cases where authorization is given to carry out business registration procedures, the online business registration dossier must be accompanied by the documents and materials specified in Article 12 of this Decree and must be presented in the form of electronic documents or electronic data as specified in point a of this clause.”
Article 9. Amendments and additions to Article 39
Article 39. Procedures for registering businesses via electronic information network.
1. Applicants log in to the National Public Service Portal or the National Identification Application using their electronic identification account to access the National Information System on Business Registration. Applicants then follow the business registration procedure on the National Information System on Business Registration as follows:
a) In cases where the applicant is authorized to sign the business registration request document
Applicants declare information on the National Business Registration Information System. For applications or notices whose content is declared on the National Business Registration Information System and only requires the applicant's signature, the applicant is not required to digitally sign or sign in person as prescribed, and does not need to upload them to the National Business Registration Information System. For other documents included in the registration dossier as prescribed, the applicant must ensure that these documents are digitally or directly signed as prescribed, presented in electronic form, and uploaded to the National Business Registration Information System.
For applications or notices containing information declared on the National Business Registration Information System that require multiple signatures, and other documents included in the registration dossier as prescribed, the applicant must ensure that these documents are digitally signed or signed in person as prescribed, presented in electronic form, and uploaded to the National Business Registration Information System.
Applicants must pay any applicable fees and complete the required electronic verification process to submit their application. After submitting the application, applicants will receive an electronic acknowledgment of receipt and a scheduled date for receiving the results.
b) In cases where the applicant is an authorized representative to carry out the business registration procedure.
Applicants declare information and upload the required documents to the National Business Registration Information System. These documents must be digitally signed or signed in person as required and presented in electronic format.
Applicants must pay any applicable fees and complete the required electronic verification process to submit their application. After submitting the application, applicants will receive an application acknowledgment slip and an electronic appointment for receiving the results.
2. Business registration information on the National Business Registration Information System is transmitted to the Tax Registration Application System for coordination and information exchange between provincial business registration agencies and tax authorities.
3. The provincial business registration authority reviews the validity of the application and provides the results of the application processing to the enterprise in accordance with the Law on Enterprises and this Decree. The applicant logs into the National Information System on Business Registration to receive feedback on the application processing results.
4. The founder of a business or the business itself that carries out the registration procedure via electronic information network may stop the business registration procedure as prescribed in Clause 6, Article 31 of this Decree.”
Article 10. Amendments and additions to point c, clause 1, Article 51
“c) A copy or original of the share transfer agreement or documents proving the completion of the transfer in the case of share transfer; documents proving capital contribution in the case of a foreign investor shareholder purchasing shares in a private placement; a share donation agreement in the case of a share donation;”.
Article 11. Amendments and additions to certain points and clauses of Article 60.
1. Amend and supplement Clause 1 as follows:
“1. In cases where a business, branch, or business location temporarily suspends or resumes business before the announced deadline, or a representative office temporarily suspends or resumes operations before the announced deadline, the business must submit a notification to the provincial business registration authority where the business, branch, representative office, or business location is headquartered at least 03 working days before the date of temporary suspension or resumption of business. If the business, branch, or business location wishes to continue the temporary suspension, or the representative office wishes to continue the temporary suspension after the announced deadline, it must submit a notification of temporary suspension to the provincial business registration authority at least 03 working days before the date of continued suspension. The duration of each suspension notification shall not exceed 12 months. The total consecutive period of temporary business suspension shall not exceed 24 months.”
2. Amend and supplement point a of clause 2 as follows:
“a) Notice of temporary suspension of business or operation, including information on the telephone number and email address of the legal representative of the business;”.
3. Add clauses 7 and 8 after clause 6 as follows:
7. During the period of business suspension, when there are changes to the business registration information as prescribed in Articles 30 and 31 of the 2020 Enterprise Law, as amended and supplemented in 2025, and this Decree, the enterprise must register the changes and notify the changes to the business registration content as prescribed.
8. Within 05 working days from the end of the announced business suspension period, the legal representative of the enterprise must confirm the resumption of business and commit to having fully fulfilled the business registration obligations with the provincial business registration authority according to the procedures on the National Business Registration Information System.
If confirmation is not obtained within the aforementioned timeframe, within 10 working days from the end of the aforementioned confirmation request period, the provincial business registration authority shall send a written request to the enterprise to report as prescribed in point c, clause 1, Article 216 of the Enterprise Law, and simultaneously send it to the tax authority for coordinated state management.
If an enterprise fails to submit its report to the provincial business registration authority within six months of the deadline, the provincial business registration authority shall revoke its business registration certificate in accordance with the procedures stipulated in Article 69 of this Decree. The enterprise must then carry out the dissolution procedures as stipulated in Article 65 of this Decree.
Article 12. Add clause 3 after clause 2 of Article 61.
3. During periods of business suspension, cessation of operations, or termination of business at the request of competent state agencies, when there are changes to the business registration information as stipulated in Articles 30 and 31 of the 2020 Enterprise Law, as amended and supplemented in 2025, and this Decree, the enterprise must register the changes and notify the changes to the business registration content as prescribed.
Article 13. Amendments and additions to Clause 3 of Article 64
3. Within 05 working days from the date of full payment of all debts of the enterprise, the enterprise shall submit the enterprise dissolution registration dossier to the Provincial Business Registration Authority where the enterprise's head office is located. The enterprise dissolution registration dossier shall include the documents specified in Clause 1, Article 210 of the Enterprise Law. For joint-stock companies that are not listed companies and companies registered for securities trading, the notice of enterprise dissolution in the enterprise registration dossier must be accompanied by a copy of the shareholder register.
Article 14. Amendments and additions to Article 72
Article 72. Procedures for changing legal status, suspending bankruptcy proceedings, and revoking decisions declaring a business bankrupt.
1. The change in legal status after a decision to initiate bankruptcy proceedings or a court decision declaring the enterprise bankrupt.
a) Within 03 working days from the date of receiving the court's decision to open bankruptcy proceedings, the provincial business registration authority shall change the legal status of the enterprise to "undergoing bankruptcy proceedings," and the legal status of the branch, representative office, or business location to "undergoing cessation of operations" in the national database of business registrations;
b) Within 03 working days from the date of receiving the decision or extract of the decision declaring the enterprise bankrupt from the Court, the provincial business registration authority shall change the legal status of the enterprise to "bankrupt", and the legal status of the branch, representative office, or business location to "ceased operation" in the National Database of Business Registration;
c) Within 03 working days from the date of receiving the court's decision not to initiate bankruptcy proceedings, the provincial business registration authority shall retain the information in the national database on business registration.
2. Within 03 working days from the date of receiving the court's decision to suspend bankruptcy proceedings, the provincial business registration authority shall change the legal status of the enterprise, its branch, representative office, or business location to the legal status before the decision to open bankruptcy proceedings was made in the national database of business registrations.
3. Within 03 working days from the date of receiving the decision resolving the request for review or the recommendation to suspend bankruptcy proceedings from the Court, the provincial business registration agency shall retain the information in the National Business Registration Database in the case where the Court upholds the decision to suspend bankruptcy proceedings, or change the legal status of the enterprise to "undergoing bankruptcy proceedings," or the legal status of the branch, representative office, or business location to "undergoing cessation of operations" in the National Business Registration Database in the case where the Court annuls the decision to suspend bankruptcy proceedings and assigns the Judge to proceed with the bankruptcy proceedings.
4. Within 03 working days from the date of receiving the decision to annul the decision declaring the enterprise bankrupt and transferring the file to the competent lower-level People's Court for reconsideration, the provincial business registration authority shall change the legal status of the enterprise to "undergoing bankruptcy proceedings," and the legal status of the branch, representative office, or business location to "undergoing cessation of operations" in the National Database of Business Registration.
5. Information regarding businesses undergoing or already bankrupt, and branches, representative offices, and business locations undergoing or already ceasing operations, is transmitted to the Tax Registration Application System for updating.”
Article 15. Amendments and additions to Clause 5 of Article 93
5. The person granting the authorization and the person authorized to carry out the business registration procedure are legally responsible for the legality, truthfulness, and accuracy of the authorization. The person granting the authorization and the person authorized must perform electronic authentication to be granted business registration when carrying out the procedure for establishing a business, registering a change of business owner, or registering a change of household members registering a business.
If the electronic verification process is interrupted, the authorized person shall perform the electronic verification after the business registration is granted. If the authorized person does not confirm or confirms that they have not authorized the business registration procedure, the commune-level business registration authority shall request the business household to report as prescribed in Clause 6, Article 22 of this Decree.
In cases where an electronic identity account is not available for electronic authentication, the business registration application must include a copy of the valid Citizen Identity Card or National Identity Card of the authorized person.
Article 16. Add clause 5 after clause 4 of Article 103.
“5. During the period of business suspension, when there are changes to the business registration information as prescribed in Article 100 of this Decree, the business household must register the changes to the business registration information as prescribed.”
Article 17. Amendments and additions to certain points and clauses of Article 112.
1. Amend clause 1 as follows:
“1. The online business registration application includes the documents as prescribed in this Decree and is presented in electronic form or as electronic data. The online business registration application has the same legal validity as a paper business registration application.”
2. Amend point a of clause 2 as follows:
“a) The documents must be complete and their contents fully declared as required in the paper-based application, and presented in electronic form or electronic data containing all the required information as in the paper-based application. The name of the electronic document must correspond to the name of the type of document in the paper-based business registration application;”.
3. Amend point d of clause 2 as follows:
“d) In cases where authorization is given to carry out the business registration procedure, the online business registration dossier must be accompanied by the documents and materials specified in Article 93 of this Decree, presented in electronic form or electronic data as prescribed.”
4. Add clause 4 after clause 3 as follows:
4. In cases where the application is received on the Business Registration Information System after business hours or on holidays or Tet (Lunar New Year) as prescribed, the deadline for returning the results of the business registration procedure as stipulated in this Decree shall be calculated from the next working day after the date the application is received.
Article 18. Amendments and additions to Article 113
Article 113. Procedures for registering a business household via electronic information network
1. Applicants log in to the National Public Service Portal or the National Identification Application using their electronic identification account to access the Business Registration Information System. Applicants then follow the procedures for registering a business on the Business Registration Information System as follows:
a) In cases where the applicant is authorized to sign the application for business registration.
Applicants declare information on the Business Registration Information System. For applications or notices whose content is declared on the Business Registration Information System and only requires the applicant's signature, the applicant does not need to digitally sign and upload them to the Business Registration Information System. For other documents in the registration dossier as prescribed, the applicant must ensure that these documents are digitally signed or signed in person as prescribed, presented in electronic form, and uploaded to the Business Registration Information System.
For applications or notices containing information declared on the Business Registration Information System that require multiple signatures, and other documents included in the registration dossier as prescribed, the applicant must ensure that these documents are digitally signed or signed in person as prescribed, presented in electronic form, and uploaded to the Business Registration Information System.
Applicants must pay any applicable fees and complete the required electronic verification process to submit their application. After submitting the application, applicants will receive an electronic acknowledgment of receipt and a scheduled date for receiving the results.
b) In cases where the applicant is an authorized representative carrying out the business registration procedure.
Applicants declare information and upload the required documents to the Business Registration Information System. These documents must be digitally signed or signed in person as required and presented in electronic format.
Applicants must pay any applicable fees and complete the required electronic verification process to submit their application. After submitting the application, applicants will receive an application acknowledgment slip and an electronic appointment for receiving the results.
2. Business registration information on the Business Registration Information System is transmitted to the Tax Registration Application System for coordination and information exchange between the commune-level business registration agency and the tax authority.
3. The commune-level business registration agency reviews the validity of the application and provides the results of the application processing to the business household in accordance with the provisions of this Decree. The applicant logs into the Business Household Registration Information System to receive feedback on the application processing results.
4. Household businesses that complete registration procedures via electronic information network may cease the registration process as stipulated in Clause 5, Article 95 of this Decree.”
Article 19. Replacement and repeal of certain phrases and clauses
1. Replace the phrase “notarized Vietnamese translation” with the phrase “Vietnamese translation with the translator’s signature certified” in Clause 2 of Article 10.
2. Replace the phrase “paragraphs 1, 2, 3, 4, 5, 6, 7 and 8 of this Article” with the phrase “paragraphs 1, 2, 3, 4, 5, 6, 7, 8 and 8a of this Article” in paragraph 9 of Article 21.
3. Replace the phrase “03 working days” with the phrase “02 working days” in Clause 6 of Article 31, Clause 5 of Article 56, Clause 4 of Article 66, Clauses 1, 2, 3 and 4 of Article 77, Clause 5 of Article 95, and Clauses 1, 2, 3 and 4 of Article 115.
4. Replace the phrase “Tax Registration Information System” with the phrase “Tax Registration Application System” in Clause 2 of Article 53.
5. Replace the phrase “place of business location” with the phrase “in accordance with the law” in Clause 2 of Article 87.
6. The phrase "and list of authorized representatives" in Clause 3 of Article 54 is hereby removed.
7. Remove the phrase “place where the application was submitted” from Clause 5 of Article 95.
8. The phrase "place where the business household registers its headquarters" in Clause 1 of Article 99 is hereby abolished.
9. Article 37, Clause 2 of Article 52, Article 111, and Clause 3 of Article 124 are hereby repealed.
Article 20. Processing of dossiers received before the effective date of this Decree.
1. In cases where applications for dissolution or notices of temporary suspension of business are received but not yet approved by the provincial business registration authority before the effective date of this Decree, the procedures for handling these applications shall be carried out in accordance with the provisions of this Decree.
2. Except as provided in Clause 1 of this Article, the processing of business registration procedures for business registration applications that have been received but not yet approved by the provincial business registration authority before the effective date of this Decree shall be carried out in accordance with the provisions of Decree No. 168/2025/ND-CP.
3. The processing of business registration procedures for applications that have been received but not yet approved by the commune-level business registration authority before the effective date of this Decree shall be carried out in accordance with the provisions of Decree No. 168/2025/ND-CP.
Article 21. Transitional provisions
1. The regulation regarding the total continuous business suspension period not exceeding 24 months, as stipulated in Clause 1, Article 11 of this Decree, applies to enterprises that have notified of business suspension before the effective date of this Decree as follows:
a) If the total period of continuous business suspension up to the end of the most recent announced suspension period does not exceed 24 months, the enterprise may continue to register for business suspension, but must ensure that the total period of continuous business suspension, including the period registered before the effective date of this Decree, does not exceed 24 months;
b) If the total period of continuous business suspension up to the end of the most recent announced business suspension period exceeds 24 months, the enterprise is not allowed to register for further business suspension after the most recent announced business suspension period ends.
2. The regulations on confirming the resumption of business operations upon the expiration of the temporary suspension period, as stipulated in Clause 3, Article 11 of this Decree, apply to enterprises that notify the temporary suspension of business operations from the date this Decree comes into effect.
Article 22. Terms enforcement
1. This Decree takes effect from March 23, 7.
2. Ministers, heads of ministerial-level agencies, chairpersons of provincial and centrally-administered city People's Committees, chairpersons of commune, ward, and special zone People's Committees, and other subjects to whom this Decree applies are responsible for implementing this Decree.