On 23 July 2026 the Government issued Decree 296/2026/ND-CP, effective the same day, amending Decree 168/2025/NĐ-CP on business registration (Decree 296). If you work on M&A or foreign investment into Vietnam, do not skim past it.
The business-registration principles now expressly require owners, shareholders and members to contribute capital themselves, and PROHIBIT standing in another person’s name to contribute capital (“đứng tên thay người khác để góp vốn”). Its same-week companion is Decree 288/2026/ND-CP (21 July 2026), which raised penalties to VND 30–70 million for untruthful or inaccurate declarations in registration files, including beneficial-owner information. Registration files now carry beneficial-owner details, so the individual who really owns or controls the capital – even if not named on paper – is meant to be on the record.
With regard to representations, warranties and disclosure, no-nominee and ownership representations, beneficial-owner disclosure schedules, and closing certificates should be updated. The person who signs the declaration carries responsibility for its truth, and enforcement runs through both channels – the beneficial-owner declaration regime and Decree 288’s penalties.
In addition, under Decree 296, the paperwork is getting lighter and the transparency is getting heavier at the same time.
The provincial business-registration authority must now pull from the National Business Registration Database and other national/sector databases, and can no longer require applicants to submit copies of the business registration certificate, tax-registration certificate, investment registration certificate, the investment authority’s M&A/foreign-capital approval, SSC (UBCKNN) approvals, effective court judgments, and similar papers – unless the data cannot be retrieved or is incomplete. A carve-out lets 100% State-owned single-member limited liability companies substitute owner resolutions with documents under the state-capital rules.
Online filings now require login to the National Public Service Portal or the VNeID app using an electronic-identification account. Foreign individual signatories without a Vietnamese e-ID account will feel friction here – while the copies of passports will still be needed for licensing procedures.
#Vietnam #MergersAndAcquisitions #ForeignInvestment #CorporateLaw #BeneficialOwnership #MandA #VietnamLaw #FDI #Compliance
