1. Procedures for Enterprise Registration
The process and procedures for registering a newly established enterprise shall be carried out in accordance with the following steps:
Step 1: Preparation and submission of the enterprise registration dossier
- Dossier to be prepared: Depending on the type of enterprise (limited liability company, joint-stock company, private enterprise, etc.), the enterprise founder shall prepare one (01) set of dossiers comprising the following basic documents:
- Application for enterprise registration.
- Company Charter.
- List of members/founding shareholders and, notably, must include the List of ultimate beneficial owners of the enterprise (for limited liability companies, joint-stock companies, and partnerships).
- Copies of the personal legal papers (Citizen Identity Card/Passport) or legal documents of the contributing organization.
-Submission: Submit the hard-copy dossier directly to the provincial business registration authority where the enterprise's head office is located, or submit it via the National Enterprise Registration Portal.
Legal basis: Clause 1, Article 9 and Clause 1, Article 31 of Decree No. 168/2025/NĐ-CP.
Step 2: Receipt of the dossier: The competent state authority shall receive the dossier, verify the input information, and issue a receipt acknowledgment to the submitter.
Legal basis:Clause 3, Article 31 of Decree No. 168/2025/NĐ-CP.
Step 3: Processing of the dossier and issuance of the Enterprise Registration Certificate: The business registration authority shall examine the validity of the dossier. If the dossier satisfies all conditions prescribed by the Law on Enterprises, the authority shall issue the Enterprise Registration Certificate. In cases where the dossier is not yet valid, a notice requesting amendments and/or supplementation shall be issued.
Legal basis: Clause 1, Article 33 of Decree No. 168/2025/NĐ-CP.
2. Procedures for Amending Enterprise Registration Information
When an enterprise undergoes changes to its registered business contents (such as changes to name, address, business lines, charter capital, shareholders/members, etc.), the enterprise is mandatorily required to carry out the procedure for notification of changes:
Step 1: Preparation of dossier and notification of changes to registered contents
- Dossier to be prepared: The enterprise must notify the business registration authority of any changes to any of the following contents: (a) Business lines; (b) Founding shareholders and shareholders who are foreign investors; (c) Information on the ultimate beneficial owner of the enterprise; (d) Other contents in the enterprise registration dossier." Moreover, "In case of a change of head office address, the enterprise shall submit the dossier for registration of changes to enterprise registration contents to the provincial business registration authority where the enterprise's new head office is located. Accordingly, depending on the content of the change, the general dossier typically includes:
- Application for registration of changes to enterprise registration contents.
- Valid copy or original of the resolution/decision and meeting minutes of the competent corporate body (General Meeting of Shareholders, Members' Council, or Company Owner) regarding the change of information.
- Other supporting documents (if any, e.g., capital transfer contract, documents confirming capital contribution...).
Legal basis: Clause 1, Article 31 of the Law on Enterprises (amended and supplemented by Clause 13, Article 1 of Law No. 76/2025/QH15) and Clause 2, Article 40 of Decree No. 168/2025/NĐ-CP (for example, in the case of a change of head office).
Step 2: Receipt and processing of the amendment dossier
The business registration authority shall receive the dossier and issue an acknowledgment of receipt. Within 03 (three) working days from the date of receipt of a valid dossier, the authority shall appraise the dossier and issue a new Certificate or update the changes in the National Database.
Legal basis: Clause 3, Article 40 of Decree No. 168/2025/NĐ-CP.
3. Notes for Enterprises
To ensure the registration and operational processes proceed smoothly and in compliance with the law, enterprises must pay special attention to the following new points and core principles:
- Self-declaration and self-responsibility for dossiers: The state authority shall not be liable for the truthfulness of the dossier. Any act of making false declarations will be strictly sanctioned.
Legal basis: Clauses 1 and 3, Article 4 of Decree No. 168/2025/NĐ-CP.
- Mandatory declaration of "Ultimate Beneficial Owner": An extremely important new point is that enterprises (except listed companies) are mandatorily required to identify and declare information on individuals who actually hold ownership or controlling rights. This data is used for anti-money laundering purposes.
Legal basis: Clause 11, Article 1 of Law No. 76/2025/QH15 (amending and supplementing Article 25 of the Law on Enterprises).
- Prohibition on declaring inflated charter capital: Registering a high amount of capital without actually contributing the full amount and failing to carry out capital reduction procedures constitutes a serious legal violation.
Legal basis: Clause 5, Article 1 of Law No. 76/2025/QH15 (amending and supplementing Clause 5, Article 16 of the Law on Enterprises).
- Requirement for legalization of language and documents: Documents issued by foreign authorities or in a foreign language must mandatorily be translated and notarized.
Legal basis: Clauses 1 and 2, Article 10 of Decree No. 168/2025/NĐ-CP.
