Notable changes in Decree 296/2026/ND-CP amending Decree 168/2025/ND-CP on business registration

On July 23, 2026, the Government issued Decree No. 296/2026/ND-CP (amending and supplementing Decree No. 168/2025/ND-CP), marking a new step forward in the digital transformation and administrative procedure streamlining roadmap. This Decree introduces a number of important reforms that directly affect the process of establishing, operating, and managing enterprises.

Below are the 4 notable new points that managers need to fully understand in order to ensure proper legal compliance.

1. Maximum reduction of paperwork through national data interconnection

Pursuant to Clause 2, Article 1 of Decree 296/2026/ND-CP (“Decree 296”), provincial  business registration authorities shall exploit and use information already available in the National Database on Enterprise Registration and other national databases and specialized databases. Accordingly, individuals and organizations carrying out enterprise registration procedures are no longer required to submit copies of documents such as:

• Certificates of business/household business/cooperative registration.
• Tax registration certificates and investment certificates.
• Decisions and approval documents that are already available in the digital data system.

2. Mandatory electronic authentication in registration procedures

Under Article 2 of Decree 296, both the authorizing party and the authorized party must undergo electronic authentication to be issued business registration when carrying out procedures for business registration establishment or changes to key legal information (information of legal representatives, owners, members, shareholders).

Where a person does not yet have an electronic identification account, the person carrying out the procedure must provide a copy of a valid Identity Card, Citizen Identity Card, or passport of the authorizing person. If the authorizing person fails to confirm the transaction, the competent authority will require the enterprise to submit an explanatory report.

3. Expanded approach to “Beneficial Owner”, aimed at identifying the individual who ultimately holds actual ownership or control over the enterprise

Under Article 3 of Decree 296, in addition to continuing to apply the ownership threshold of 25% or more of charter capital or voting shares, the Decree adds further criteria for identifying the individual who ultimately holds actual ownership or control:

• Recognition of combined direct and indirect ownership ratios;
• Aggregation of ownership ratios for groups of individuals with family relationships or joint-ownership agreements (contracts);
• Identification of all general partners  as beneficial owners, regardless of their capital contribution ratio;
• Addition of criteria based on actual control over the enterprise's operations;
• Addition of a fallback mechanism when beneficial owners cannot be identified.

At the same time, Article 4 of Decree 296 requires enterprises to review their entire ownership structure, tracing each layer of ownership until the individual who ultimately holds actual ownership or control is identified. A three-step declaration sequence is established:

• Identify the person holding ownership rights;
• If none exists, identify the person holding actual control rights;
• If still not identifiable, declare the manager holding the highest authority within the enterprise.

4. Simplification of procedures for foreign investors

Under Article 7 of Decree 296, where a foreign investor establishes an enterprise before carrying out the procedure for the issuance or adjustment of the Investment Registration Certificate, the enterprise registration dossier is not required to include a copy of the Investment Registration Certificate. Instead, the investor need only commit, in the Enterprise Registration Request, to satisfying the market-access conditions prescribed by law.