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Decree 296/2026/ND-CP: Key Changes to Enterprise Registration and Compliance Obligations

  • 23 hours ago
  • 1 min read

*Vietnam just closed a major loophole in beneficial ownership reporting — and raised the penalties for getting it wrong.*


Decree 296/2026/NĐ-CP (effective 23 July 2026) and Decree 288/2026/NĐ-CP (effective 21 July 2026) rework enterprise registration and its enforcement in ways every business and investor in Vietnam should know about:


→ Nominee capital contributions — holding capital in someone else's name — are now expressly prohibited, not just a self-declaration risk.


→ Beneficial ownership identification is significantly expanded: enterprises must now trace multi-layered ownership structures to the ultimate individual owner, aggregate family and joint-ownership groups, and treat all general partners as BOs regardless of their stake.


→ BO-related violations now carry fines of up to VND 100 million, with mandatory remediation in most cases.


→ Business suspension can no longer be used to keep a company inactive indefinitely — total consecutive suspension is now capped at 24 months, with a new 5-working-day deadline to confirm resumption of operations.


→ On the lighter side: registration authorities must now pull documents already in government databases instead of asking applicants to resubmit them, and several procedures move from a 3-day to a 2-day processing time.


We've put together a full breakdown of what's changed, what's genuinely new versus clarified, and what businesses should be reviewing now.


If your ownership structure involves nominee arrangements, multi-layered holding entities, or a company that's been sitting suspended, this is worth a closer look before your next filing.




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