The Vietnamese Government has recently issued Decree 168/2025 on enterprise registration, which replaces the previous Decree 1/2021. This blog post highlights several significant changes and clarifications to enterprise registration procedures under Decree 168/2025.

1) Additional forms of documents evidencing the completion of capital contribution and transfer

Decree 168/2025 introduces new options for documenting the completion of capital contributions or capital transfers in the enterprise registration application dossiers as follows:

For evidence of the completion of a transfer, one of the following documents is now accepted:

• A copy or extract of the member register or shareholder register.

• A copy or original of the liquidation minutes of the transfer contract.

• Bank confirmation of completed payment.

• Other documents validly proving the completion of share or capital contribution transfer as prescribed by law.

For evidence of a capital contribution, one of the following documents is now accepted:

• A copy or extract of the member register or shareholder register.

• A copy of the certificate of capital contribution.

• Bank confirmation of money transfer to the enterprise's account.

• Other documents validly proving the completion of capital contribution as prescribed by law.

These additions are welcome amendments, clarifying the ambiguity under the preceding regulations and offering companies more flexibility in demonstrating the satisfaction of dossier components.

2) Broader disclaimer by the business registration authority (BRA)

The Decree 168/2025 now includes a broader disclaimer of responsibility for the BRA. While Decree 1/2021 previously stated that the BRA was not responsible for violations by the enterprise before and after registration, the new provisions clarify that the BRAs are not responsible for violations committed by both the enterprise and the persons establishing the enterprise. This implies that the BRA is only responsible for reviewing the form, completeness and consistency of the enterprise registration applications, and the enterprises and persons incorporating enterprises should be responsible for the legality of the subject matters of the applications themselves.

3) More comprehensive provisions on the declaration of personal information

Unlike Decree 1/2021, which merely listed acceptable individuals' identification documents, Article 11 of Decree 168/2025 provides detailed regulations on the declaration of personal information during enterprise registration. This includes the source of verification (National Population Database), consent for data sharing, responsibility for discrepancies, handling cases where a personal identification number is unavailable or the database connection is interrupted, and the types of personal information shared.

Basically, certain personal data in the National Population Database (name, date of birth, personal identification number, gender, group, nationality, residential addresses) will be shared with the National Enterprises Database; and the applicant only need to provide information about name, date of birth, personal identification number and gender of the person authorized to perform the enterprise registration and the individuals whose information must be declared in the relevant enterprise registration dossier. This could reduce the quantity of paperwork during business registration. Individuals involved in enterprise registration are now responsible for ensuring that declared information is consistent with the National Population Database and for making updates if discrepancies exist.

4) Stricter procedures relating to authorization

Decree 168/2025 emphasizes the legal responsibility of both the authorizing and authorized individuals regarding the legality, truthfulness and accuracy of the authorization for the purpose of the enterprise registration. It specifically requires electronic authentication from the authorizing person as a condition for approving the relevant enterprise registration application. In case the authorizing person has not obtained a personal identification number to implement the electronic authentication, the application dossier must include a valid copy of the identification document or passport of the authorizing person.

5) Change to BRA due to administrative reforms

The BRA now primarily operates on a two-tier model: provincial and commune/ward.

Provincial level: the general authority has shifted from the Department of Planning and Investment to the Department of Finance with respect to companies located outside the high-tech zone.
Commune/ward level: Offices like "Phòng Kinh tế" (Economic Office) or "Phòng Kinh tế, Hạ tầng và Đô thị" (Economic, Infrastructure and Urban Office) under the Commune People's Committee are now directly responsible for business registration.

Despite changes in administrative boundaries leading to changes in the address of a company's head office, branches, representative offices or business locations, the company is not required to update the new address until they apply to register other changes in enterprise registration contents.

6) Criteria to determine the beneficial owner (BO) and procedures for declaring BO:

We have a detailed discussion on the new provisions relating to BO here.

7) Support for high-tech parks

A significantly new addition is the specific mention of the High-Tech Park Management Board as a BRA for enterprises located within high-tech zones. This demonstrates Vietnam's proactive approach to attracting and facilitating high-tech investment, offering a dedicated and potentially faster track for businesses in these key economic drivers.

8) Removal of the provision on the validity of ERC

Decree 168/2025 no longer provides that the information in the Enterprise Registration Certificate (ERC) has legal effectiveness from the ERC issuance date as previously provided under Decree 1/2021. This is a welcome change because the previous regulation had caused controversy regarding the effective date of numerous matters decided by the competent corporate bodies but subject to ERC amendments.

9) Reduction of documents in business registration procedures

Meeting minutes are no longer required in applications for many procedures. For example, establishing a company after a separation, de-merger or merger; change of company name; change of legal representative; change of member of Multi-member LLC; or change of business registration content in case of separation or de-merger.

10) Declaration on actual transaction value in M&A Approval application

Decree 168/2025 revises contents of the application for M&A Approval under investment law, now requiring parties to declare the actual transaction value in the application form. This presents a practical challenge, as parties often need to submit the application for M&A Approval well in advance of the transaction's actual closing and completion (see further discussion here).

11) Decree 168/2025 supplements and clarifies many points regarding business registration procedures. For example,

The Decree additionally sets out the procedure to convert joint stock companies (JSCs) and limited liability companies with two or more members (Multi-member LLCs) into limited liability companies with one member (Single-member LLCs) where there is only one shareholder/ member contributes capital, and to convert JSCs into Multi-member LLCs where there are only two shareholders contribute capital in accordance with the relevant commitments.
In case of conversion of corporate form due to share buy-back, the relevant application dossier must include a contract for buying back shares or capital contribution.
The procedure for establishing a company for credit institutions, foreign bank branches, and representative offices of foreign credit institutions has been removed. This is because the new Credit Institution Law 2024 stipulates that the establishment and operation license (issued in accordance with the Credit Institution Law 2024) for these entities also serves as their ERC (for credit institutions) or certificate for operation registration (for foreign bank branches and foreign banks’ representative offices).
A deadline has been added for submitting applications for establishing domestic branches and representative offices, i.e., within 10 days after the company's decision on the same.
The BRA is entitled to request companies to supplement and revise their applications if the contents stated therein are inconsistent.
Decree 168/2025 enhances clarity in determining the "non-operating at registered address" status of an enterprise. In particular, the BRA shall rely on a "verification minutes" (biên bản xác minh) from the tax authority to determine "non-operating at registered address" status. The “non-operating at the registered address”, like under the preceding regulations, will be determined by the tax authority, unless the enterprise is already under other legal statuses such as temporary suspension, revocation due to tax enforcement, undergoing dissolution/bankruptcy, or already dissolved/ bankrupt/ ceased to exist. This helps avoid overlaps and ensures data consistency across different legal statuses.
The determination of the "undergoing dissolution" status has been significantly simplified. The new Decree removes substantive provisions regarding determination of the "undergoing dissolution" status in different cases, such as having a resolution/decision on dissolution, revocation of the ERC (except for tax enforcement cases), or dissolution by court decision. Instead, the foregoing status will be determined based on the provincial BRA’s notice of ongoing dissolution procedures. This change is reasonable to avoid any conflict with the relevant substantive regulations.
The regulation on timing to determine the status of "revocation of ERC due to coercion in tax management," "undergoing dissolution, division, consolidation, or merger procedures," and "undergoing bankruptcy" has been removed. This reduces timing conflicts and ensures consistency with decisions or records from relevant authorities like the tax authority, the court, or the enterprise itself.
New legal statuses have been added for branches, representative offices, and business locations, similar to those specified for enterprises.
There is a clearer provision for changing the name of a branch, representative office, and business location due to a change in company name. Normally, the company must notify the change to certificate of operation registration of its branch, representative office within 10 days from any change thereto. However, Decree 168/2025 now clearly allows the registration of changes to the names of company’s branches, representative offices, or business locations within 10 days from the date the BRA issues the amended ERC to the company.
When applying for an increase in charter capital, an enterprise is now required to provide a document evidencing the payment completion for the increased amount. This suggests that the enterprise may only submit application for capital increase after the increased capital is actually contributed, not immediately after the resolution or decision to increase charter capital. It is not clear whether the time limit for the enterprise to submit the application should be (1) 10 days after the issuance of the resolution or decision by the General Shareholders’ Meeting (GSM) or the Members’ Council (MC) on capital increase or (2) 10 days after the actual contribution. If the former interpretation is applied, the shareholders or members could be required to complete the capital contribution within 10 days from the issuance of the GSM or MC’s resolution.
The procedure for changing members of Multi-member LLC also applies to the cases where a new member joins the company as a result of the MC selling unpaid capital.
M&A Approval is now specifically required in many applications if the transfer of capital involves foreign or deemed foreign parties.
Decree 168/2025 clearly allows the concurrent submission of applications for multiple changes in enterprise registration of a Single-member LLC (e.g., owner of the company, legal representative, and other enterprise registration contents) and specifically identifies the authorized person to sign the application.
Automatic termination of branch, representative office, and business location operations: Decree 168/2025 provides a process for automatically terminating the operations of branches, representative offices, and business locations. If, after 180 days from the announcement that an entity is in the process of terminating operations, the authority has not received a registration application for termination and written objections from the tax authority or other relevant organizations/individuals, the operations will be automatically terminated.
Publication of creditor lists in bankruptcy procedures: Besides publishing the decision on commencing bankruptcy procedures, Decree 168/2025 also includes a provision regarding publishing the list of creditors in the national portal within three days after the BRA receives such list.

This post is written by Le Minh Thuy and edited by Nguyen Bich Ngoc.

Vietnam Business Law