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Decree No. 296/2026/ND-CP issued by Government Issued on July 23, 2026, and effective on the same day, this document amends and supplements several articles of Decree No. 168/2025/ND-CP on business registration. The document adds regulations for individuals and organizations participating in the establishment and management of businesses; including prohibiting the use of nominees to contribute capital, limiting the duration of temporary business suspension, and requiring electronic authentication when authorizing procedures and reviewing beneficial owners.
Limits on capital contributions and business suspension periods.
According to Decree 296/2026/ND-CP, each temporary suspension of business operations by an enterprise must not exceed 12 months, and the total consecutive suspension period must not exceed 24 months. For projects with foreign elements, this regulation applies concurrently with management regulations. IRC Investment Registration Certificate To ensure transparency regarding funding sources and ownership.
Specific regulations regarding limiting obligations include:
- It is prohibited to use someone else's name to contribute capital: The founder, shareholder, or member of a company is not allowed to use their own name to act on behalf of another person when making capital contributions to a business as stipulated in Clause 1, Article 1.
- Business closure period: According to Clause 1 of Article 11 and Clause 1 of Article 21, when a business needs to temporarily suspend operations, the maximum duration for each notification is no more than 12 months. The total consecutive period of temporary business suspension, when combined, is not allowed to exceed 24 months.
Regulations on electronic authentication and beneficiary verification.
Decree 296/2026/ND-CP requires both the authorizing party and the authorized party to perform electronic authentication for the prescribed business registration procedures.
Key points to note regarding identity verification and transparency of ownership information:
- Electronic authentication when granting authorization: According to Articles 2 and 15, for business and household business registration procedures within the scope of regulation, both the authorizing party and the authorized party must perform electronic authentication. If an electronic identification account is not yet available, the application must include a copy of the authorizing party's valid identity card or passport.
- Responsibility for reviewing and declaring beneficial owners: Articles 3 and 4 stipulate that founders and businesses have the obligation to conduct self-assessments at each level of the ownership structure to identify, notify, and declare information about the ultimate beneficial owner in accordance with legal criteria.
Details of key procedural timelines and deadlines.
Businesses and individuals involved in registration procedures need to be aware of the mandatory deadlines for declaration, reporting, and information storage as stipulated in Decree 296/2026/ND-CP to avoid potential problems. Penalties for Investment Registration Certificate or a violation of administrative procedures.
| Procedure | The specified deadline | Legal basis |
|---|---|---|
| Notice of temporary suspension or resumption of business before the scheduled date. | Submit the application to the business registration authority no later than 3 working days before the official implementation date. | Clause 1, Article 11 |
| Confirmation upon expiration of the business suspension period. | The legal representative confirms the resumption of operations within 05 working days from the date the temporary suspension ends. | Clause 3, Article 11 |
| Submitting documents for business dissolution. | Submit the dissolution registration documents to the provincial business registration authority within 5 working days after all debts have been settled. | Article 13 |
| Storing shareholder information after dissolution (applicable to unlisted/unregistered joint-stock companies) | Updated and stored in the national database. National portal for business registration within 6 years from the date of company dissolution | Article 6 |
| Timeline for processing online business registration applications. | Submissions made outside of regular business hours, on weekends, holidays, and Tet (Lunar New Year) will be considered starting from the next working day. | Clause 4, Article 17 |
Expert advice from MAN – Master Accountant Network
The team of experts at MAN – Master Accountant Network advises management boards, CFOs, and accounting and legal departments to closely monitor the procedures for handling matters after the business suspension period ends to ensure compliance.
Within 5 working days from the end of the announced suspension period, the legal representative must confirm the resumption of operations. If the enterprise fails to submit the confirmation, the provincial business registration authority will send a written request for the enterprise to submit an explanation report within 10 working days. If the enterprise fails to submit the report within 6 months from the deadline for submitting the required report, the business registration authority will then revoke the Business Registration Certificate (Clause 3, Article 11).
In addition, for foreign investors operating projects in Vietnam, besides understanding the regulations on business registration, your company can refer to the following. Investment Certificate Services Package deal or proactive budget planning Costs of applying for an investment certificate To ensure the complete legal documentation is in accordance with regulations.
Conclude
Decree No. 296/2026/ND-CP perfects the state management mechanism for business registration, requiring high accuracy in declarations and adherence to procedural timelines. Businesses should update their internal processes, implement electronic identification, and closely monitor reporting deadlines to ensure compliance with legal regulations.
