From July 1, 2025, Decree 168/2025/ND-CP will officially take effect, marking a turning point in the reform of administrative procedures on business registration in Vietnam. As a lawyer accompanying hundreds of businesses to establish and develop, we realize that this is one of the most influential legal documents since Decree 01/2021/ND-CP.
Download decree:Click to view the official PDF file
Decree 168/2025/ND-CP on business registration takes effect from July 1, 2025 [/caption]Decree 168 not only replaces Decree 01/2021/ND-CP but also integrates contents previously separately regulated in Decree 122/2020/ND-CP, expanding the scope of regulation to interconnected procedures such as labor declaration and social insurance right from the establishment of the enterprise. This creates outstanding convenience, helping businesses no longer have to "run" to many places just to complete start-up procedures.
One of the notable new points is Article 4.5 of the Decree allowing businesses to submit multiple procedures simultaneously in a single set of documents. In particular, if the declarant has used a personal identification code, he or she may be exempted from submitting copies of identification documents – a small improvement that reduces the volume of documents and costs for businesses.
With extensive economic integration, identifying and transparently identifying the true owner (ultimate beneficial owner) of a business is becoming increasingly important. For the first time, Decree 168 has provided a clear definition in Article 17, requiring declaration and updating of information about individuals directly or indirectly owning ≥25% of shares/voting rights. This will help increase transparency and prevent tax evasion or money laundering through "front" businesses.
A "revolutionary" change is to transfer all responsibility for business registration from the Ministry of Planning and Investment to the Ministry of Finance (Article 23). At the same time, for the first time, commune and ward levels were given the right to receive, issue and manage business household registration certificates - replacing the previous role of the district level. This is a signal that local authorities will have a closer role in business household management, while also placing higher requirements on capacity and database at the grassroots level.
From DEDICA's practice perspective, we recommend that businesses:
Review the entire ownership structure: Especially models with foreign investment elements or complex ownership to be ready to declare beneficial owners according to regulations.
Update internal information: Ensure any changes in members, shareholders, representatives, or bank account information are updated promptly.
Convert to electronic storage method: To comply with digitalization requirements and at the same time save operating costs.
Training the legal/human resources department: Helps relevant departments understand the new registration process, especially in coordinating with the financial agency instead of the investment planning agency as before.
At DEDICA, we not only provide business establishment services, but also accompany customers throughout the legal life cycle of the business - from tax declaration, intellectual property protection, restructuring, M&A to dispute resolution. With the big change from Decree 168, choosing a legal partner with experience and vision is a prerequisite for businesses to adapt and develop sustainably in the new legal environment.
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