Decree 296/2026/ND-CP, officially issued by the Government and effective from July 23, 2026, adds many new regulations aimed at modernizing administrative procedures and reducing paperwork for businesses. The use of electronic identification accounts in the process of providing public services, the interconnection of national databases, and the standardization of regulations on beneficiary ownership directly impact domestic businesses as well as foreign investors in Vietnam.
What is Decree 296/2026/ND-CP?
Decree 296/2026/ND-CP Issued by the Government on July 23, 2026, and effective immediately from July 23, 2026, this legal document amends and supplements several articles of Decree No. 168/2025/ND-CP dated June 30, 2025, on business registration. The objective of the Decree is to improve the online business registration process, promote interconnected data, and standardize electronic identity verification.
Decree 296/2026/ND-CP was issued in the context of the national digital data infrastructure entering a phase of synchronized operation. The new regulations specify the integration of online public services, helping organizations and individuals save time and costs when starting a business or adjusting legal information.
Scope and subjects of application of Decree 296/2026/ND-CP
Decree 296/2026/ND-CP amends regulations on online business registration procedures, interoperable data sharing mechanisms, electronic authentication, and declaration of information on beneficial owners. This document applies to individuals and organizations establishing businesses, operating businesses, household businesses, foreign investors, and business registration agencies at all levels.
Key revised content
Decree 296/2026/ND-CP focuses on amending and supplementing key provisions of Decree 168/2025/ND-CP, including:
- Mechanism for exploiting and sharing data between the National Database on Business Registration and other specialized databases (Article 1 amending Article 4).
- Regulations on electronic authentication for the authorizing person and the authorized person when submitting documents (Article 2 amending Article 12).
- Criteria for determining and procedures for declaring and notifying information about the beneficial owners of enterprises (Articles 3 and 4 amending Articles 17 and 18).
- Procedures and processes for registering businesses and household businesses online (Articles 8, 9, 17, and 18).
- Adjusting the notice period for temporary business suspension, the mechanism for confirming continued operation, and the dissolution process, and updating bankruptcy status (Articles 11, 13, and 14).
- Exception regarding the required documents for business registration for foreign investors establishing economic organizations before the issuance of the Investment Registration Certificate (Article 7 supplementing Clause 6 of Article 24).
Applicable subjects
The document specifies the responsibilities and powers of the following specific groups:
- Business founders and businesses: This includes limited liability companies, joint-stock companies, partnerships, and private enterprises as defined by the Enterprise Law.
- Foreign investors and economic organizations with foreign investment capital: The entities that implement investment projects and establish FDI enterprises in Vietnam.
- Household businesses and individuals registering as household businesses: This applies to the procedures for carrying out business registration at the commune-level business registration agency.
- Government agency: Provincial-level business registration agencies, commune-level business registration agencies, tax authorities, and national data connection agencies.
Key new features of Decree 296/2026/ND-CP
Key new features of Decree 296/2026/ND-CP include: regulations on logging in and verifying business registration procedures using electronic identification accounts; no longer requiring the submission of copies of documents already available in the connected national database; the addition of criteria for identifying beneficial owners; and a reduction in the processing time for some interconnected procedures to 2 working days.
Changes to online business registration procedures.
Decree 296/2026/ND-CP brings many updated regulations regarding the Changes to online business registration procedures. Online business registration documents are submitted in the form of electronic documents or electronic data and have the same legal validity as paper documents (according to Clause 1, Article 38, as amended).
For application or notification forms whose content is directly entered into the National Business Registration Information System and only requires the applicant's signature, the applicant no longer needs to digitally sign or physically sign and then upload a scanned copy to the system as before. The system will automatically record the declared data after the electronic verification step is completed.
Use your electronic identity account when carrying out the procedure.
According to Article 9 amending Article 39, individuals access the National Information System on Business Registration by logging in with an electronic identification account on the National Public Service Portal or the National Identification Application.
Specifically, Clause 5 of Article 12 (amended) stipulates that electronic authentication is mandatory for both the authorizing party and the authorized party when performing the following procedures:
- Registering a business.
- Changes to the legal representative, owner, or members of a limited liability company.
- Changes to information on founding shareholders and foreign investor shareholders of unlisted joint-stock companies.
- Changes in the ownership of a private enterprise or partnership.
If the authorized person does not have an electronic identity account for electronic verification, the registration application must include a copy of a valid legal document (ID card, Citizen ID card, Passport or other valid passport substitute).
Extracting data from national databases.
Clause 7 of Article 4 (supplementary) stipulates that provincial-level business registration agencies are responsible for exploiting and using information available in the National Business Registration Database and other specialized databases. Business registration agencies are not allowed to request applicants to provide copies of the following documents if the information has already been connected and shared:
- Business registration certificate, household business registration certificate, cooperative registration certificate.
- Tax registration certificate, Investment Registration Certificate (IRC).
- Document approving capital contribution, share purchase, or equity purchase by foreign investors.
- The establishment and operation license, the approval document from the State Securities Commission, and the court decision have become effective.
If the data cannot be extracted, or the extracted information is incomplete or inaccurate, the business registration authority will send a notice requesting the applicant to supplement the required documents.
New regulations on electronic documents
The name of the electronic document uploaded to the system must correspond to the name of the document type in the paper file to facilitate data verification. For documents requiring multiple signatures (such as meeting minutes, decisions of the Board of Members/Board of Directors, charter), the filer must ensure that these documents are digitally signed or signed in person and converted into electronic format before uploading to the system.
New regulations regarding beneficial owners
Articles 17 and 18 (amended) supplement the detailed legal framework for determining the information of beneficial owners of enterprises with legal personality (excluding individuals representing state capital). Enterprises are responsible for reviewing each level in the ownership structure to declare beneficial owners according to specific hierarchical criteria:
Ownership criteria: Individuals who directly, indirectly, or collectively own more than 25% of the charter capital or more than 25% of the total number of voting shares. For partnerships, all partners are identified as beneficial owners.
Criteria for actual control: When the individual cannot be identified based on the ownership criteria from Article 25%, the business declares that the individual has actual controlling power through the appointment and dismissal of a majority of the Board of Directors/Management Board members, amendment of charter, or decisions on financial and investment policies.
Managerial criteria: If the individual cannot be identified based on the two criteria above, the business shall declare the individual as the business manager with the greatest authority to act on behalf of the business.
Other content groups have been revised.
Decree 296/2026/ND-CP comprehensively amends many other specialized management regulations, including:
- Registering a business: Article 20 clearly defines the authority to handle procedures at the commune-level business registration agency (specialized department under the commune-level People's Committee or the commune-level People's Committee if no specialized department is established).
- Temporarily suspending business: Notifications regarding temporary suspension or early resumption of business operations must be submitted at least 3 working days before the scheduled date. Each suspension period shall not exceed 12 months, and the total consecutive suspension period shall not exceed 24 months. Within 5 working days from the expiration of the suspension period, the legal representative must log into the system to confirm the resumption of business. If the notification is not submitted within 6 months, the business will have its Business Registration Certificate revoked.
- Dissolution and Bankruptcy: The processing time for some inter-agency procedures has been shortened from 3 working days to 2 working days (Article 19). Unlisted joint-stock companies, upon dissolution, must submit a copy of the Shareholder Register, and shareholder information will be stored in the National Database for 6 years from the date of dissolution (Articles 6 and 13).
Online business registration process according to Decree 296/2026/ND-CP
The online business registration process under Decree 296/2026/ND-CP includes four main steps: Logging in using an electronic identification account; Declaring information and uploading electronic documents; Paying fees and performing electronic authentication to submit documents; Monitoring and receiving feedback through the National Business Registration Information System.
Step 1. Log in using your electronic identity account.
Applicants log in to the National Public Service Portal or the National Identification Application using their electronic identification account to access the National Information System on Business Registration.
Step 2. Submit the electronic application.
Applicants fill out the registration information fields online for establishment or changes. The data from the forms automatically generated by the system is stored directly. Attached documents (Articles of Association, list of members/shareholders, decisions, etc.) are prepared in electronic format with digital signatures or direct signatures for uploading to the system.
Step 3. Sign the documents and submit them online.
After attaching the files, the applicant proceeds to pay the online business registration fees (if any). Next, the applicant performs electronic authentication as required to complete the submission of the application. The system will return an application receipt and schedule a date for receiving the electronic results.
Step 4. Monitor the processing results.
Within the prescribed timeframe, the provincial business registration authority checks the validity of the application. The applicant logs into the National Business Registration Information System to check the status and receive feedback on the processing results.
In cases where an authorized person performs the procedure
When a business authorizes an individual or consulting firm to perform the procedure, the electronic authentication process is carried out in the following steps:
- The authorized person uses their electronic identity account to declare and upload the authorization document along with attached documents in electronic format to the system.
- After submitting the application, the authorized person performs an electronic verification step to approve the authorized transaction according to the process on the system.
- In case the verification process is interrupted, the authorized person will perform the verification after the registration is granted. If the authorized person does not confirm or responds that they are not authorized, the Business Registration Authority will request the business to submit an explanation.
The impact of Decree 296/2026/ND-CP on businesses and investors.
Decree 296/2026/ND-CP helps reduce the number of documents thanks to a mechanism for interconnected data exploitation, supports limiting the risk of document forgery through electronic authentication, and creates a more flexible mechanism regarding the required documents for foreign investors.
For newly established businesses
The business startup process is streamlined because there is no need to submit copies of personal or legal documents that are already available in connected national databases. The addition of electronic authentication helps to reduce the risk of impersonation of personal documents to establish businesses.
For businesses changing their registration
Businesses can reduce the time spent preparing copies of old registration certificates now that information is shared across all platforms. However, businesses need to pay attention to fulfilling their obligations to update beneficial owners and to confirm the resumption of operations after the temporary suspension period ends.
For foreign investors
Clause 6 of Article 24 (added in Article 7) introduces new regulations that significantly facilitate foreign investors. This clarifies the issue in cases where foreign investors establish businesses before completing the procedures for issuing or amending the Investment Registration Certificate (IRC). When do I need to request an IRC?:
- Business registration documents A copy of the IRC is not required..
- The business registration application form includes the following information: committed to meeting the requirements Conditions for granting an Investment Registration Certificate and market access conditions for foreign investors as stipulated by law.
This regulation helps to resolve the ambiguities between investment procedures and business registration procedures, enabling foreign investors to be more proactive in preparing their legal structure in Vietnam.
For business registration authorities
Provincial business registration agencies are reducing the burden of manual paper-based document checks by enhancing the use of interconnected electronic data between national databases, thereby improving the efficiency of state management.
Expert perspective from MAN:
Based on practical experience in advising and assisting businesses with legal procedures, MAN has found that connecting data between the National Business Registration Database and other databases speeds up processing, but also requires absolute accuracy of declared information. Small discrepancies between declared data and personal identification information can cause the system to automatically reject the application. Businesses should review and synchronize their data before submitting online applications.
Points to note when applying Decree 296/2026/ND-CP
When applying Decree 296/2026/ND-CP, businesses need to pay attention to checking their electronic identification accounts, preparing file names correctly, understanding the conditions for exemption from submitting documents, and regularly monitoring notifications on the system.
Verify your identification information before submitting your application.
All individuals involved in the application (legal representative, contributing members, founding shareholders, authorized representatives) must have a functioning electronic identification account. Personal information must match between the identification data and the company's internal documents.
Prepare electronic documents in accordance with regulations.
Businesses need to comply with the new online filing requirements, which include:
- Attachments must be in the form of electronic text or electronic data as prescribed.
- The name of the electronic document must correspond to the name of the document type in the paper file (e.g.,
Company_Rules.pdf,Danh_sach_thanh_vien.pdf). - Documents requiring multiple signatures must be digitally signed or signed in person and then converted into clear electronic copies.
No misunderstanding regarding cases where documents are not required.
Decree 296/2026/ND-CP stipulates that copies of documents such as Investment Registration Certificates and Tax Registration Certificates are not required, provided that such information is readily available and successfully accessed and shared between systems.
If the data cannot be retrieved or the information is incomplete, the Business Registration Authority will still request additional copies of documents. Businesses should check the connection notification on the National Portal before proactively omitting any application components.
Monitor notifications from the National Business Registration Information System.
All notifications regarding receipt, requests for amendments or additions, or results are sent via electronic accounts on the system. Businesses need to assign personnel to monitor login accounts to promptly process requests within the specified timeframe.
Common business errors encountered when implementing procedures under Decree 296/2026/ND-CP
Below are some common mistakes, along with their causes and solutions, based on MAN's practical consulting experience:
- Incorrect login credentials used: The authorized person uses the company's account or another personal account to submit the application. Businesses should ensure that the person directly submitting the application uses their own personal electronic identity account, attaches a written authorization, and requires the authorizing person to electronically verify their identity.
- Personal identification data is not synchronized: Personal information has recently changed but has not yet been updated and standardized in the data system. Businesses need to adjust their identification information or declare the changes simultaneously when submitting their application.
- The electronic file name is incorrectly formatted: Using arbitrary file names that do not match the prescribed document categories (such as...)
Doc1.pdfgoodHoso.pdfBusinesses need to rename the files accurately according to the corresponding document type before uploading them to the system. - Lack of electronic authentication of the authorized person: The authorized person has submitted the application, but the authorizing person has not yet completed the required electronic verification step. The authorizing person needs to access the system to approve the verification immediately after the application is uploaded.
- Proactively discard documents when a data connection is not yet established: Businesses should not attach copies of IRCs or specialized licenses until the system is able to share the data. Businesses should monitor announcements on the Portal; if the system is not yet connected, they still need to attach the required copies.
MAN assists businesses in completing business registration procedures under the new regulations.
Understanding and correctly implementing the regulations in Decree 296/2026/ND-CP helps businesses save time and minimize the risk of application rejection. MAN (Master Accountant Network) We are ready to accompany and support businesses and investors in resolving all legal procedures comprehensively.
We provide comprehensive consulting solutions to help businesses standardize their processes. Application for amendment of Investment Registration Certificate as well as carrying out the procedure Adjustment of Investment Registration Certificate In accordance with regulations. MAN's team provides support in advising on investment structure, preparing business registration documents, handling business registration changes, and providing services. Investment Certificate amendment service A complete package for both domestic and foreign investors.
MAN's team of legal and investment advisors is committed to providing the safest, most transparent, and most effective solutions for all of your business transactions.
Conclude
Decree 296/2026/ND-CP, issued on July 23, 2026, brings many important improvements to the online business registration process in Vietnam. The application of electronic identification accounts, interconnected data, and clarification of regulations regarding beneficial owners simplify administrative procedures but also require businesses to adhere to accurate data compliance. Understanding the procedures and deadlines will help businesses and investors be proactive in all legal transactions.
Frequently Asked Questions about Decree 296/2026/ND-CP
When does Decree 296/2026/ND-CP take effect?
Decree 296/2026/ND-CP was issued by the Government on July 23, 2026 and came into effect on July 23, 2026.
Which decree does Decree 296/2026/ND-CP amend?
Decree 296/2026/ND-CP amends and supplements a number of articles of Decree No. 168/2025/ND-CP dated June 30, 2025 of the Government regulating business registration.
What are the key new features of Decree 296/2026/ND-CP?
Key new features include: Implementing electronic login and authentication using electronic identity accounts; Leveraging interconnected data between national databases to reduce the need for submitting paper copies; Specifying criteria for determining beneficial owners; Allowing foreign investors to establish businesses before the issuance of an IRC through a market access commitment.
Information about the Author & Consulting Firm:
This article was compiled by the Investment & Business Legal Consulting Team at MAN – Master Accountant Network. MAN is a leading provider of comprehensive solutions in accounting, taxation, investment registration certificates, and business registration for domestic and international investors.
government: https://giaychungnhandautu.man.net.vn/
