Decree 168 / 2025 / ND-CP, issued on June 30, 06 and effective from July 2025, 01, replacing Decree 01 / 2021 / ND-CP , and Decree 122 / 2020 / ND-CP, bringing many important improvements in the business registration process. This Decree specifies the provisions of Enterprise Law 2020 , and Law on Enterprises amended and supplemented in 2025, to simplify administrative procedures, increase transparency, and support business owners and business households. Below are notable new points, presented in detail to help readers easily look up and apply.
1. Expanding the scope of application
According to the Article 2 of Decree 168 / 2025 / ND-CP, the scope of application is expanded to include:
- Domestic and foreign organizations and individuals shall register enterprises or business households in accordance with the provisions of Vietnamese law.
- Enterprises and business households.
- Business registration agencies and state management agencies on business registration.
- State labor management agencies (according to Labor Code 2019), social insurance (according to Law on Social Insurance 2024), tax (according to Law on Tax Administration 2019), and other relevant organizations.
The expansion of the scope of application helps ensure consistency and comprehensiveness in state management of business registration, especially supporting foreign organizations and individuals operating in Vietnam.
2. Provisions on beneficial owners
Article 17 clearly define beneficial owners, including:
- Individuals directly or indirectly own ≥25% of capital or voting shares.
- Individuals who have the right to control the decision to appoint members of the Board of Directors, Board of Members, Board of Management, or decide to change the charter, restructure the company, etc.
- Indirect ownership is determined when an individual owns ≥25% of capital or voting shares through another organization.
This regulation aims to increase transparency and compliance with international anti-money laundering standards, making it easier for regulators to identify the real owners of businesses.
3. Changes in business registration authority
According to the Article 20, the business registration agency is reorganized as follows:
- Provincial level: The Department of Finance of provinces and centrally run cities is responsible for business registration, except for high-tech zones.
- High-tech zone: The High-Tech Park Management Board is responsible for registration.
- Commune level: Economic Department (in rural areas) or Economic, Infrastructure, Urban Department (in urban areas, such as Phu Quoc special area) under the People's Committee of communes, wards and towns.
Clear division of responsibilities among management levels helps increase efficiency and consistency in the business registration process.
|
Managers |
Responsible agency |
|
Provincial level |
Department of Finance (except high-tech zones) |
|
High-tech Zone |
High-tech Park Management Board |
|
Commune |
Economic Department or Economic, Infrastructure, Urban Department |
4. Change the stamping regulations
According to the Article 4, Clause 5, enterprises are not required to stamp on business registration documents, meeting minutes, resolutions, decisions, or related documents. Other documents are implemented according to the provisions of relevant laws.
This regulation continues to maintain and clarify documents that do not require a stamp, helping to reduce administrative procedures and save costs for businesses.
5. Register online
Article 37 stipulates that from 01/07/2025, the Business registration must be done online. via the National Business Registration Portal (dangkykinhdoanh.gov.vn), using electronic identification. Provincial authorities will support this process.
Moving to online registration saves time, reduces costs, and increases convenience for subscribers, while promoting digital transformation in business management.
6. Legal value of electronic records
Article 38 stipulates that Electronic business registration documents have the same legal value as paper documents., effective from July 01, 07.
This regulation affirms the role of electronic records, supporting businesses in the transition to modern management methods.
Decree 168/2025/ND-CP brings many important improvements, from simplifying administrative procedures, promoting digital transformation, to increasing transparency in business management. Business owners and business households need to understand these new regulations to ensure compliance with the law and take advantage of the benefits of the modernized registration system.