EN
©2001-2025 Atumi & Sakai
July 15, 2025
On June 30, 2025, the Government enacted Decree No. 168/2025/ND-CP (the “New Decree”), which comprehensively regulates various business procedures. The New Decree, effective July 1, 2025, replaces Decree No. 01/2021/ND-CP and introduces key procedural and compliance changes aimed at enhancing business transparency and streamlining digital registration processes.
While there is a lot of information contained in the New Decree, we highlight, in particular, the following key takeaways:
1. Beneficial Ownership Framework Now Fully Established with New Decree
The New Decree completes sets of new regulations affecting beneficial owners introduced under the Law on Enterprises as amended in 2025. This marks a major step toward corporate transparency and aligns Vietnam’s regulations with international standards on anti-money laundering.
Identifying beneficial owners Under the New Decree, a beneficial owner is defined as a natural person who meets any of the following criteria:
· Directly or indirectly owns 25% or more of the charter capital or 25% of total voting shares of a company, including ownership through another one or some legal entities.
· Exercises control over at least one of the key corporate matters, including: the appointment, removal or dismissal of a majority or all members of the board of directors (BoD), chairperson of BOD, chairperson of members’ council; legal representative, director or general director; or amendment of the company’s charter; change of corporate managerial structure, or reorganization (merger, consolidation, split) or dissolution of companies.
Disclosure of beneficial owners Founders and companies must proactively identify any person qualified as a beneficial owner and disclose such information to local authorities at the time of incorporation, and upon any changes (within 10 days).
Notably, joint-stock companies are now required to report to local authorities both individual and institutional shareholders who reach the 25% ownership threshold—this extends beyond previous obligations, which only covered foreign or founding shareholders.
Access to Beneficial Ownership Information
Beneficial ownership information is accessible by competent regulatory authorities for anti-money laundering purposes; however, such information is not publicly available and will not be disclosed including upon request by private individuals or organizations.
2. Clarification on the Evidence of Share Transfer Completion and the Evidence of Capital Contribution
The New Decree clearly specifies the documentation required to evidence Completion of Equity Transfer and the Capital Contribution in corporate filings involving ownership changes, such as transfers or subscriptions of equity, changes of ownership ratios, foreign shareholders and registered capital. This clarification is expected to resolve longstanding inconsistencies and rigid interpretations imposed by local authorities, despite the commercial complexity often present in M&A transactions.
Acceptable Evidence of Capital Contribution may include any of the following: (i) a copy or extract of the member/shareholder register, (ii) a capital contribution certificate, (iii) a bank confirmation of payment into the company’s account, or (iv) other evidence as permitted by law. Evidence of Completion of Equity Transfer may be supported by one or more of the following: (i) a copy or extract of the member/shareholder register, (ii) a copy or original of the contract closing statement/memorandum, (iii) bank payment confirmation, or (iv) other legally sufficient documentation.
3. Registration of Unlisted Business Lines
Previously, any effort to register new business lines not listed in Vietnam’s national classification system were subject to discretionary consideration by local authorities. Under the New Decree, however, such registration is now assured, provided the proposed activities are not expressly prohibited by law. This critical change offers greater procedural flexibility and significantly supports business expansion into emerging or unconventional sectors.
4. Digital Signature Mandate for Online Filings Effective from 2026
From January 1, 2026, personal digital signatures will be required for all corporate filings submitted via the national online business registration system (“Online Filings”). Until this mandate takes effect, Online Filings may continue to be authenticated either by a personal digital signature or through a verified business registration account (which may utilize personal VNeID for verification).
5. Unified National Database for All Companies
Under the New Decree, companies established under sector-specific laws—such as law firms and insurers established under the Law on Lawyers, or Law on Insurance Business —will now be integrated into the National Enterprise Registration Database. Full integration of corporate databases will support unified management of all companies—most notably by ensuring that corporate names are not identical or confusingly similar to existing entities, regardless of the legal framework under which they were established or are regulated.
6. Resolving Conflicts on the Effective Date of Corporate Changes
Previously, Decree 01 stated that changes recorded on the Business Registration Certificate—such as legal representative, company name, address, charter capital, or ownership—became legally effective only upon issuance of the Certificate. This conflicted with the Law on Enterprises, which allows the Members’ Council, Board of Directors, or General Meeting of Shareholders to set the effective date of such changes. Decree 168 now eliminates this provision of Decree 01, resolving the discrepancy and aligning the legal effect of corporate changes with internal corporate governance decisions.
7. Procedural improvements to streamline corporate filings The timeline for reissuing Business Registration Certificates and Confirmations of Business Registration Changes will be shortened from three working days to one. In addition, companies may now submit either a resolution or meeting minutes of the Members’ Council, General Meeting of Shareholders, or Board of Directors—rather than both, as previously required—depending on the specific procedure involved.
8. No Filing Required for Address Changes Caused by Boundary Adjustments.
The New Decree codifies the guidance under Official Letter No. 4370/BTC-DNTN, confirming that companies are not required to file a change when administrative boundary adjustments affect their registered addresses. Businesses may update their address information voluntarily or in conjunction with other registration filings.
Next Steps for Companies With the New Decree now in effect, companies should assess how the new rules impact their corporate governance, registration, and compliance practices. Key areas to review include the identification and disclosure of beneficial owners, documentation standards for equity transfers and capital contributions, and preparations for the digital signature for online filings beginning January 1, 2026. Early review and proactive alignment with these changes will help reduce regulatory risks and ensure smooth business operations under the updated legal regime.