Effective from July 1, 2025, Decree No. 168/2025/ND-CP officially replaces Decree No. 01/2021/ND-CP, marking a new phase in enterprise and household business registration management in Vietnam. The Decree not only reforms procedures but also standardizes, digitalizes, and streamlines the entire registration system for businesses and household business entities.

1. Comprehensive Regulatory Scope

Decree 168 provides detailed regulations on:

- Application dossiers, procedures, and processes for enterprise and household business registration;

- Online registration, information update, and modification of enterprise data;

-Interconnectivity of data between business registration authorities, tax authorities, and social insurance agencies;

- Provision, access, and sharing of business registration information via the National Business Registration Information System.

2. Enterprise Registration: Autonomy and Legal Accountability

Founders are required to self-declare registration information and bear full legal responsibility for its accuracy and legality. Registration procedures encompass not only the establishment of new enterprises, but also registration of branches, representative offices, business locations, and any subsequent changes or updates.

Where a limited liability company or joint-stock company has multiple legal representatives, the individual performing the registration must ensure compliance with their scope of authority under the Law on Enterprises.

3. Role of the Registration Authority: Validation, Not Dispute Resolution

Business registration authorities are only responsible for assessing the validity of application dossiers, and do not have jurisdiction to resolve internal disputes among members or shareholders, or between enterprises and third parties.

4. Enterprise Registration Certificate and Business Identification Number 

The Enterprise Registration Certificate concurrently serves as the Tax Registration Certificate. Each enterprise is assigned a unique Business Identification Number, valid throughout its entire operating period, which may not be reused. This BIN is also used in transactions with social insurance and other regulatory authorities.

5. Simplified Procedure – Single Submission Principle

Only one set of documents is required per registration procedure. Registration authorities may not request duplicate dossiers or additional documents beyond those stipulated in the Law on Enterprises and this Decree. Enterprises are allowed to simultaneously submit requests for changes, updates, corrections, or supplementation in a single dossier.

6. New Rules on Naming Enterprises

Enterprises may not register a name that is identical or confusingly similar to that of an existing entity in the National Enterprise Registration Database. Registration authorities have discretion to approve or reject proposed names. In case of disagreement, applicants may file a complaint or initiate administrative proceedings.

Branches, representative offices, and business locations may not include the terms “company” or “enterprise” in their proper names. These units may register names in foreign languages or abbreviations derived from their Vietnamese or foreign-language names.

7. New Provision on Beneficial Owners

For the first time, the Decree introduces the concept of a "beneficial owner" in enterprise registration. Enterprises must:

- Identify any individual who owns 25% or more of charter capital or who exercises effective control;

- Declare, maintain, update, and report any changes to such information.

This represents a significant step toward anti-money laundering compliance and enhanced transparency in business ownership.

8. Structure of Business Registration Authorities

- Provincial level: Departments of Finance or Management Boards of high-tech zones are responsible for enterprise registration within their jurisdictions.

- Communal level: Economic Offices or Divisions of Urban Infrastructure (depending on locality) handle household business registration.

Anh Tuan

_____________________________

GATTACA LAW FIRM | Trusted Legal Partner

M: + 84 901763379 | W: gattacalaw.vn | E: lawyer@gattacalaw.vn