29-06-26 MTParners
The draft amendment expands the use of national data, allows registration via VNeID, and tightens the retention period for shareholder information
The Ministry of Finance is finalizing a draft Decree amending Decree No. 168/2025/ND-CP on business registration. The draft introduces a series of new provisions: using national databases instead of paper copies, allowing registration through the National Identification Application (VNeID), requiring at least 5 years of retention of shareholder information for unlisted joint-stock companies after dissolution, and removing documentation obstacles for foreign investors. Businesses and household businesses should update their procedures now to avoid being caught off guard once the new rules officially take effect.
Article 2 of the draft adds Clause 7 after Clause 6, Article 4 of Decree 168/2025/ND-CP, stipulating that provincial business registration authorities shall exploit and use information already available in the National Database on Business Registration and other specialized national databases to replace copies of the Enterprise Registration Certificate, Cooperative Registration Certificate, Household Business Registration Certificate, Tax Registration Certificate, Investment Registration Certificate, and other documents in the registration dossier.
Where such information cannot be retrieved, or is incomplete or inaccurate, the business registration authority will then request the individual or organization to supplement the dossier. This provision builds on Official Letter 234/BTC-DNTN, which already directs provincial business registration authorities to exploit available data instead of requiring paper copies.
Under the current Article 20 of Decree 168, the commune-level business registration authority is the Economic Affairs Division (or the Economic, Infrastructure and Urban Affairs Division) under the commune-level People’s Committee. The draft amendment allows more flexibility: where a commune or ward establishes a dedicated professional department, that department will handle household business registration as decided by the provincial People’s Committee; where no such department is established, the commune-level People’s Committee will directly perform the task and assign dedicated civil servants. Either way, the commune-level business registration authority will have its own account and seal.
Article 5 of the draft adds Clause 8a after Clause 8, Article 21, requiring provincial business registration authorities to retain shareholder information of joint-stock companies that are not listed companies or registered securities trading companies for at least 5 years from the date of dissolution. This is a notable point for small and medium-sized private joint-stock companies, a group that previously had little obligation to retain shareholder records after ceasing operations.
Article 6 of the draft adds Clause 6 after Clause 5, Article 24, allowing that where a foreign investor establishes an enterprise before obtaining or adjusting an Investment Registration Certificate under investment law, the business registration dossier need not include a copy of the Investment Registration Certificate. Instead, the application for business registration must include a commitment to satisfy market access conditions applicable to foreign investors under investment law.
Article 39 of Decree 168 is renamed “Procedures for business registration in the electronic environment” (replacing “via the electronic information network”). Under the draft, applicants may log in to the National Public Service Portal or the National Identification Application (VNeID) using an electronic identification account to access the National Information System on Business Registration, rather than only through the national business registration portal as at present.
The draft also clarifies the signing and filing responsibilities for each category of applicant: an authorized signatory of the registration documents need not re-sign digitally content already declared on the system if only a confirming signature is required; an authorized filer must ensure all required documents are digitally or directly signed, presented in electronic form, before uploading them to the system.
For businesses and household businesses, the draft, if adopted, would significantly reduce the paperwork required for registration, as registration authorities would proactively access interconnected data. Allowing the use of VNeID makes filing more convenient — particularly for individual founders and household businesses converting into enterprises — by removing sole reliance on the National Public Service Portal. On the other hand, the requirement to retain shareholder information for 5 years after dissolution adds a new transparency obligation for unlisted joint-stock companies, especially relevant in M&A transactions, share inheritance, or disputes arising after dissolution.
MT & Partners Law Firm, with a team of experienced lawyers in corporate, investment, and business registration law, is ready to advise and support businesses in updating and complying with the new business registration regulations. Contact hotline 0987140772 or email info@mtpartners.vn for consultation.
(*) This article is for reference only and does not replace specific legal advice.
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