Vietnam Issues Decree No. 296/2026/ND-CP: Tighter Beneficial Ownership Transparency, Streamlined Enterprise Registration, and New Business Suspension Controls

Executive Summary

On 23 July 2026, the Government of Vietnam issued Decree No. 296/2026/ND-CP (“Decree 296“), amending and supplementing Decree No. 168/2025/ND-CP on enterprise registration (“Decree 168“). Decree 296 took effect immediately on the date of its signing.

Decree 296 pursues two parallel policy objectives. On one hand, it facilitates enterprise registration through greater use of State databases and streamlined electronic procedures. On the other hand, it increases transparency regarding the individuals who ultimately own or control enterprises, and introduces tighter compliance requirements for enterprises that remain under prolonged business suspension.

The amendments form part of Vietnam’s broader efforts to implement the recommendations of the Organisation for Economic Co-operation and Development (“OECD“) Global Forum and align the beneficial-ownership framework with relevant Financial Action Task Force (“FATF“) standards, including measures contemplated under the Prime Minister’s National Action Plan in Decision No. 948/QD-TTg dated 27 May 2026.

This Update summaries the key changes introduced by the Decree and provides the key points that businesses should take note of.

Key Developments

Express Prohibition on Nominee Arrangements

Decree 296 expressly provides that owners, shareholders and company members must not stand in another person’s name to contribute capital to an enterprise, directly addressing arrangements under which one person supplies capital while another is recorded as the registered owner. Decree 296 expressly incorporates this prohibition into the enterprise registration framework.

The provision does not automatically invalidate existing nominee arrangements or transfer legal title to the beneficial investor, or create a specific criminal sanction; those issues remain fact-specific and governed by other applicable laws. It does, however, create a direct registration-compliance risk and administrative-penalty exposure for nominee arrangements going forward.

Decree No. 288/2026/ND-CP, which amended the administrative-penalty regime under Decree No. 122/2021/ND-CP, also introduces specific sanctions for beneficial-ownership violations, including fines of VND30-70 million for inaccurate or inaccurate/incomplete beneficial owner (“BO“) declarations and, for enterprises established before 1 July 2025, fines of VND70-100 million for failing to supplement required BO information at the time of the most recent change-registration filing.

Materially Broadened Beneficial Ownership Framework 

Decree 296 redefines the BO of an enterprise as one or more individuals who directly or indirectly own, or ultimately exercise actual control over the enterprise (excluding individuals representing State capital). Compared with Decree 168, Decree 296 materially broadens and operationalises the beneficial-ownership framework by expanding the ownership test, clarifying indirect and aggregated ownership, broadening the actual-control criteria, and introducing a sequential look-through and senior-manager fallback mechanism. The revised framework:

1. 1. expressly recognises combined direct and indirect ownership: any individual who directly or indirectly (or through a combination of both) owns at least 25% of charter capital or voting shares, including where individuals who are family-related under the Law on Enterprises, or who jointly hold ownership pursuant to a contract, collectively reach the 25% threshold, and – for partnerships – every general partner regardless of their capital contribution;

   2. expands the actual-control test (previously limited largely to appointment/removal and charter-amendment rights): any individual who actually controls the enterprise’s management appointments, charter amendments, organisational structure, or financial, investment and operational decisions; and

   3. retains a senior-manager fallback: where no individual can be identified through ownership or control, the enterprise must identify the manager with the greatest authority to act on its behalf (excluding State-capital representatives).

Mandatory Sequential Look-Through and Declaration 

Decree 296 imposes an affirmative, structured identification obligation on founders and enterprises to identify BOs, rather than simply reporting the immediate shareholder register. The process follows three sequential steps:

1. 1. identify individual(s) satisfying the ownership test; failing that

   2. identify individuals exercising actual control; failing that

   3. declare the enterprise’s highest-ranking manager as BO for reporting purposes.

Decree 296 also removes the standalone requirement to report a 25% or more corporate shareholder in favour of tracing through to the ultimate individual. This means a review limited to the enterprise registration certificate or immediate shareholder register will no longer be sufficient for corporate groups and mergers and acquisitions (“M&A“) due diligence.

Greater Reliance on Government Databases 

Provincial business registration authorities must use information already held in the National Business Registration Database and other national/specialised databases, and generally must not require re-submission of copies of enterprise, cooperative, household-business, tax and investment registration certificates, foreign direct investment (FDI) capital-contribution approvals, State Securities Commission licences, or effective court judgments. This is subject to two limitations:

1. 1. the authority may still request copies where information is inaccessible, incomplete or inaccurate; and

   2. implementation depends on system connectivity, to be announced via the National Business Registration Portal.

For single-member limited liability companies (“LLC“) wholly owned by the State, copies or originals of the owner’s resolutions/decisions and authorised-representative appointment documents are replaced by documents issued by the competent authority under State-capital management and investment law, reflecting the different decision-making authority applicable to this category of company.

Targeted Electronic Authentication for Higher-Risk Filings

Decree 168 broadly required electronic authentication of both the authorising person and the authorised agent. Decree 296 narrows this to higher-risk procedures only: enterprise establishment, and changes of legal representative, company owner, LLC members, founding and foreign shareholders of unlisted joint-stock companies, private enterprise owners, and general partners.

For online enterprise-registration filings, the filer accesses the system through the National Public Service Portal or the national identification application using an electronic-identity account. Where a system-entered application or notification requires only the filer’s signature, it need not be digitally or wet-signed or uploaded. Other prescribed documents, and documents requiring multiple signatures, must still be digitally signed or wet-signed and uploaded as electronic documents.

Revised Commune-Level Business-Household Registration Authority

Following Decree No. 370/2025/ND-CP which allows provincial People’s Committees flexibility in structuring commune-level specialised departments, Decree 296 provides that the commune-level business registration authority for household-business registration is either the specialised department with that function under the commune People’s Committee, or, where no such department has been established, the commune People’s Committee itself.

Simplified Dossier for Foreign Investors Establishing an Economic Organisation Before the an Investment Registration Certificate (“IRC”)

Consistent with Article 19.2 of the 2025 Law on Investment, which allows a foreign investor to establish an economic organisation before obtaining or adjusting an IRC, Decree 296 provides that in such cases the enterprise-registration dossier no longer needs to include a copy of the IRC. Instead, the enterprise-registration application must include the investor’s commitment to satisfy the applicable market-access conditions for foreign investors. This reduces documentary burden and processing time but shifts compliance risk to a post-registration self-certification model, exposing the enterprise to scrutiny if the commitment proves inaccurate.

Retention of Shareholder Information After Dissolution 

To meet OECD Global Forum recommendations on beneficial-ownership disclosure, Decree 296 requires that the dissolution notification of a joint-stock company (other than a listed company or a company registered for securities trading) include specified shareholder information as at the date of dissolution, together with a copy of the shareholder register. Provincial registration authorities must retain this information in the National Business Registration Database for at least six years following dissolution.

Tighter Controls Over Business Suspension

Under Decree 296, an enterprise may suspend its business for up to 12 months per notification, subject to an overall cap of 24 consecutive months. The suspension notice must also include the legal representative’s telephone number and email address.

Within five working days after the suspension ends, the legal representative must confirm via the National Business Registration Information System that the enterprise has resumed operations and fulfilled its registration obligations. Failure to do so may lead to a request for a report within ten working days and, if the enterprise remains non-compliant for six months thereafter, revocation of its enterprise registration certificate and dissolution.

Suspension periods notified before 23 July 2026 count towards the 24-month cap, while the resumption-confirmation requirement applies only to notifications made from that date. Registration and notification obligations continue to apply to changes in enterprise-registration information during business suspension.

Key Takeaways for Businesses

Decree 296 has immediate, practical consequences for enterprises, investors and their advisers operating in Vietnam. Businesses should in particular consider the following:

1. 1. Re-assess beneficial-ownership information: Review existing beneficial-ownership filings, particularly for complex, cross-border or nominee structures, as previously reported information may no longer satisfy the expanded criteria under Article 17;

   2. Regularise nominee shareholding arrangements: Identify and, where practicable, restructure nominee arrangements, which are now expressly non-compliant and may create uncertainty over ownership, voting and dividend rights;

   3. Strengthen M&A and financing due diligence: Go beyond the enterprise registration certificate and shareholder register by reviewing ownership structures, shareholder agreements and control arrangements to identify ultimate BOs;

   4. Address long-term business suspension: Enterprises approaching the 24-month aggregate suspension limit should plan for resumption, restructuring or dissolution, as continued non-compliance may result in revocation of the enterprise registration certificate;

   5. Verify consistency across State databases: Proactively check that corporate information is consistent across relevant State databases to minimise requests for additional documents and processing delays; and

   6. Prepare for electronic authentication requirements: For filings subject to mandatory electronic authentication, ensure that both the authorising party and authorised filer can complete the process, particularly where foreign entities or representatives are involved.

Practical Implications

Decree 296 represents a structural shift in Vietnam’s enterprise-registration framework – from a document-based, ownership-percentage-only system towards a data-driven regime centred on ultimate beneficial-ownership and actual control, aligned with FATF and OECD Global Forum standards.

For domestic and foreign investors alike, the new framework brings faster, more digitalised registration processes, but also materially higher beneficial-ownership compliance obligations, real financial exposure for non-compliance, and closer scrutiny of nominee and multi-layer ownership structures. Enterprises should treat this as an opportunity to review and formalise their ownership and governance records, rather than a purely administrative update.

Rajah & Tann LCT Lawyers will continue to monitor legislative and regulatory developments relating to enterprise registration in Vietnam and will provide further updates as these developments unfold.

Further Information

Please feel free to reach out to our contact partners should you have queries on the above development.

For regional Corporate and Commercial matters, please see Rajah & Tann Asia’s Corporate & Commercial Practice for more information.

Contribution Note

This Update was authored by Chairwoman Vu Thi Que, Partner Trinh Minh Duc and Of Counsel Dr. Le Hong Phuc at Rajah & Tann LCT Lawyers.