03 Key Highlights of Decree No. 296/2026/ND-CP on Enterprise Registration

Decree No. 296/2026/ND-CP amending and supplementing a number of regulations on enterprise registration officially came into effect on 23 July 2026. This is considered one of the important legal instruments aimed at further concretizing the policy of administrative reform, building a digital government, and improving the effectiveness of state management over enterprises in the new period.

Not merely making technical amendments, the new points introduced by Decree No. 296/2026/ND-CP also clearly reflect the shift from a paper-based management approach to data-based digital management, while enhancing transparency in capital contribution and enterprise establishment activities and increasing the responsibilities of entities participating in the enterprise registration process.

Notably, many provisions of the Decree will directly affect enterprises, domestic investors, foreign investors, as well as organizations and individuals carrying out enterprise registration procedures. This article analyzes 03 key new points that enterprises should pay particular attention to.

1. Official Prohibition of Nominee Arrangements for Capital Contribution to Establish an Enterprise

Decree No. 296/2026/ND-CP for the first time directly recognizes the principle that a person may not stand in another person’s name to contribute capital to an enterprise under the regulations on enterprise registration. Accordingly, the owner, members, and shareholders of a company must comply with the regulations on contributed assets under the Law on Enterprises and may not stand in another person’s name to contribute capital to an enterprise. This is a new point of significant importance from an enterprise management perspective.

In practice, for many years, arrangements involving “nominee shareholders”, “nominee capital contribution”, and “borrowing another person’s name to establish an enterprise” have remained relatively common. In many cases, the actual owner does not directly appear as the named owner but instead uses the information of relatives, employees, or other individuals as shareholders or capital-contributing members in order to circumvent business investment conditions, conceal the actual beneficial owner, or serve other purposes.

The fact that Decree No. 296/2026/ND-CP officially adds this principle indicates that the regulatory authorities are shifting from merely reviewing documents to controlling the accuracy of information concerning capital-contributing entities. This new provision also provides a clearer legal basis for dealing with cases where enterprises make declarations that do not reflect the actual circumstances. At the same time, it enhances the responsibilities of company owners, shareholders, and members from the very time of enterprise establishment.

It can be seen that this is an important step toward creating a more transparent investment environment and limiting transactions involving “nominee arrangements”, thereby contributing to the prevention of acts aimed at evading financial obligations, money laundering, or abusing the corporate legal entity to carry out unlawful activities.

2. Simplification of Administrative Procedures for Foreign Investors

Another notable new point of Decree No. 296/2026/ND-CP is the continued reduction of enterprise registration dossier requirements through the exploitation of data from national databases. Under the new regulations, the business registration authority will proactively retrieve information from the National Database on Enterprise Registration, while also connecting with other national databases and specialized databases to facilitate the processing of enterprise registration procedures.

This means that enterprises and investors will no longer be required to resubmit various documents already available to state authorities, such as the Enterprise Registration Certificate, Investment Registration Certificate, Tax Registration Certificate, approval document for a foreign investor’s capital contribution, share purchase, or purchase of contributed capital, legally effective court judgments or decisions, and various other documents.

Only where the system is unable to retrieve the data, or where the data is incomplete or inaccurate, will the business registration authority request the enterprise to supplement its dossier. This is not merely a new development in administrative procedures but also reflects a change in the management approach of state authorities.

Under the new regulations, the responsibility for retrieving data is shifted from enterprises to the business registration authority. This is consistent with the policy that “individuals and enterprises only need to provide information once”, thereby significantly reducing compliance costs, particularly for foreign-invested projects that are required to simultaneously carry out multiple investment and enterprise registration procedures.

3. Continued Reform of Online Enterprise Registration Procedures

Decree No. 296/2026/ND-CP supplements the mechanism for strengthening electronic authentication for enterprise registration procedures carried out online.

Accordingly, for procedures such as enterprise establishment registration, change of the legal representative, change of the owner of a company, change of members of a limited liability company, founding shareholders, or shareholders who are foreign investors, etc., both the authorizing person and the authorized person must undergo electronic authentication and bear legal responsibility for the legality of the authorization.

In the event that the electronic authentication system is disrupted, the authorizing person is permitted to complete authentication after the enterprise registration certificate has been issued. Where the person has not yet obtained an electronic identification account, the dossier must still include a copy of the identification document as prescribed. This new provision demonstrates that the regulatory authorities are gradually replacing paper-based dossier verification mechanisms with electronic identity authentication mechanisms.

In practice, the use of powers of attorney in enterprise registration may sometimes still pose risks of forged signatures or misrepresentation of the authorizing person’s intention. The addition of electronic authentication requirements will help enhance the authenticity of dossiers and limit cases where enterprise registration is carried out contrary to the will of the person having the relevant rights.

On the other hand, the regulations retain flexibility by allowing supplementary authentication where the system encounters technical problems or where the authorizing person does not yet have an electronic identification account. This demonstrates that the objective of the regulatory authorities is not to create additional procedures, but rather to ensure legal security during the digitalization of enterprise registration activities.

It can be seen that Decree No. 296/2026/ND-CP not only amends certain provisions concerning the technical aspects of enterprise registration, but also clearly reflects the orientation toward enhancing transparency in capital contribution activities, reducing dossier requirements, strengthening the exploitation of digital data, and promoting digital transformation in enterprise registration.

Enterprises and investors should proactively update these new provisions to ensure that enterprise registration procedures are carried out in accordance with the law. At the same time, they should take advantage of these administrative reforms to save time and costs and improve the efficiency of investment and business activities.

Should you require specialized legal assistance, please contact:

Legal Specialist: Pham Nguyen Xuan Quang

• – Email: info@bizlawyer.vn
• – Tel.: 086.885.1900

Sincerely.