Investment and enterprise registrations are two essential procedures for any foreign businesses aiming to expand into Vietnam’s market. Both processes have undergone major changes as Vietnam’s government accelerates efforts to modernize the country’s regulatory frameworks, aligning them more closely with international standards.
Key updates to Vietnam’s enterprise registration and management in 2025 are primarily covered by the following legal pieces:
- Law No. 76/2025/QH15 (“Law 76”), effective from July 1, 2025, amending the 2020 Enterprise Law; and
- Decree No. 168/2025/ND-CP (“Decree 168”), effective from July 1, 2025, guiding enterprise registration.
Designed to create a more seamless business registration process, these updates also require companies to take proactive steps to ensure full compliance. To assist businesses in navigating this rapidly evolving regulatory landscape, we highlight the key changes to Vietnam’s enterprise licensing procedures in 2025.
New regulations on beneficial ownership of enterprises
Under Law 76, Vietnam has brought beneficial ownership of enterprises under its management by introducing its official definition into the Enterprise Law. Decree 168 subsequently guides state management of the beneficial ownership of enterprises, providing detailed provisions on identification criteria, declaration procedures, and information retention.
Defining beneficial owners
Under Article 17 of Decree 168, a beneficial owner of an enterprise is any individual who meets the following conditions:
- Directly or indirectly holds at least 25 percent of the company’s charter capital or total voting shares; or
- Has the right to control the ratification of decisions on at least one of the following matters:
- Appointing or dismissing members of the Board of Directors, the Chairperson, or the legal representative;
- Revising the company charter;
- Altering the organizational structure; or
- Approving reorganization or dissolution.
Indirect ownership applies when an individual holds at least 25 percent of the charter capital or voting shares through another organization.
Declaration requirements
As per Article 18 of Decree 168, enterprises or their founders must declare and notify the provincial-level business registration authority of the following:
- Shareholders holding at least 25 percent of total voting shares;
- Partners or members holding at least 25 percent of the charter capital in partnerships or multi-member limited liability companies; and
- The individual owner of a single-member limited liability company.
Enterprises must also identify beneficial owners who exert control, as described in Article 17, and submit the corresponding information to the registration authority.
For shareholders that are organizations, the declaration must include the organization’s name, enterprise ID, date and authority of establishment, registered address, and percentage of voting shares held.
Retention of information
In accordance with Article 19 of Decree 168, each enterprise must maintain a list of its beneficial owners. The list must match the information submitted to the provincial registration authority and may be kept either in paper or electronic format.
Amendments to enterprise registration procedures
Authorization to carry out enterprise registration procedures
As amended by Article 12 of Decree 168, the person authorized to sign the enterprise registration application may delegate another individual or organization to handle the registration process on their behalf, in accordance with the following provisions.
Authorization to an individual
If an individual is authorized to complete enterprise registration procedures, the application must include a letter of authorization issued to that individual. This letter does not require notarization or certification.
Authorization to an organization
Where an organization is authorized to handle registration, the application must include:
- A copy of the authorization contract signed with the organization; and
- A letter of introduction or task assignment from the organization designating the individual directly responsible for following the registration procedures.
Authorization to a public postal service provider
If a public postal service provider is authorized, the postal worker must submit a copy of the application receipt made using the provider’s official form. The firm should be signed by both the postal worker and the person authorized to sign the enterprise registration application.
Authorization to a non-public postal service provider
If the postal service provider does not offer public postal services, the authorization must follow the same procedures applicable to organizations, which require an authorization contract and a designation letter.
Responsibilities and electronic authentication
Both the authorizing person and the authorized representative are legally responsible for the validity and accuracy of the authorization. They must also complete electronic authentication to obtain the enterprise registration certificate.
If the electronic authentication process is interrupted, the authorizing person may finalize the authentication after the registration certificate is issued. Should the authorizing person fail to confirm or deny the authorization, the provincial-level business registration authority may require the enterprise to submit the necessary reports.
Where an electronic identification account is not yet available, the application must include a copy of the authorizing person’s identification document, such as an ID card, citizen ID, passport, or another valid equivalent document.
Abolition of enterprise registration using digital signatures and business registration accounts
With the implementation of Law 76, Vietnam has eliminated the option to use digital signatures or corporate accounts for online business registration. The use of corporate accounts has also been discontinued to align with the new framework. Accordingly, starting July 1, 2025, Vietnam will no longer accept corporate accounts on the National Public Service Portal or other provincial digital platforms for handling online administrative procedures. Instead, entities must create an electronic identity (e-ID), as outlined in Decree No. 69/2024/ND-CP on electronic authentication and identification.
According to Decree 168, applicants to enterprise registration can include founders, the businesses themselves, or legal representatives, following specific principles, including:
- The founder or the enterprise itself is required to declare registration information directly and bears full legal responsibility for the accuracy, legality, and truthfulness of the information provided in registration documents and reports.
- For limited liability companies and joint-stock companies with multiple legal representatives, the representative who performs the registration procedures must ensure that the registration is carried out within their authorized rights and obligations.
For further guidance on the application for corporate e-ID in Vietnam, please read: Vietnam Requires Corporate e-ID from July 1, 2025
Takeaway
The updates to Vietnam’s enterprise registration procedures in 2025 highlight a significant shift towards enhanced transparency and compliance. With clearer definitions of beneficial ownership and streamlined authorization processes, foreign businesses must adapt to these changes to effectively navigate the evolving regulatory landscape. Staying informed and proactive will be key to successfully establishing and operating in Vietnam’s market.
