Business registration in Vietnam is about to get lighter. The Ministry of Finance released a draft decree in June 2026 amending Decree 168/2025/ND-CP, and the direction is unmistakable: fewer paper copies, more database lookups, and a fully digital front door through VNeID. For foreign investors incorporating here, one proposed change matters more than the rest – the investment certificate would no longer have to be filed with the company application at all.
Why the business registration draft exists
Three drivers. Vietnam moved to a two-tier local government model, so the draft redefines which authority handles business registration at commune level – a specialised division of the commune People’s Committee, or the Committee itself where no division exists. Second, the Government wants procedures cut and simplified. Third, practical problems have surfaced since Decree 168/2025 took effect on 1 July 2025, and the draft supplies answers rather than leaving registrars to improvise.
The five changes foreign investors should read
1. No more investment certificate copy
Article 19.2 of the 2025 Investment Law lets a foreign investor establish an economic organisation before obtaining or adjusting the Investment Registration Certificate, and Article 72.3 of Decree 96/2026/ND-CP requires the application to carry a market-access commitment instead. The draft aligns business registration with that: drop the certificate copy, add the commitment to the application form.
2. Databases replace photocopies in the business registration file
Provincial registrars would extract information already held in the national business registration database and other national or specialised databases rather than demanding copies of the business registration certificate, tax registration certificate, investment certificate, or the investment authority’s approval of a foreign investor’s capital contribution or share purchase.
3. Login through VNeID
Filings would be made after logging into the National Public Service Portal or the VNeID national identity app with an electronic identification account – the same credential now used across public services.
4. Tighter e-authentication against identity fraud
Decree 168/2025 already requires electronic authentication of both the person granting a power of attorney and the person receiving it. The draft adds what happens when the principal does not confirm, or denies granting authority – at the time of filing and after the certificate has been issued.
5. New dossier rules for real situations
Two gaps get filled: changing members of a two-member limited liability company where a member uses their capital contribution to invest in another entity, and changing foreign-investor shareholders in a joint stock company that is neither listed nor registered for trading. Neither creates a new procedure – both remove an argument at the counter.
Other business registration proposals worth noting
The draft clarifies notification duties during business suspension, responding to the Global Forum on Transparency and Exchange of Information for Tax Purposes, and sets a maximum consecutive suspension period with a mechanism to confirm resumption. It requires shareholder information at dissolution and obliges provincial registrars to retain it. It adds procedures for rehabilitation and bankruptcy under the 2025 Law on Rehabilitation and Bankruptcy. And it extends equivalent rules to household businesses, easing their conversion into companies.
Business registration FAQs
Is the decree in force?
Not yet – it is a draft circulated for public comment on the Ministry of Finance portal. Investors incorporating now still follow Decree 168/2025 as it stands, so build timelines on the current rules and treat the draft as advance warning.
What should companies do in the meantime?
Ensure e-identification accounts exist for whoever signs and files, keep records in the national database current, and revisit the sequencing of establishment against the investment certificate – our guides to company incorporation and the foreign invested company checklist set out the current requirements in full.
What the reform means in practice for foreign investors
Two business registration effects are worth planning around. The first is speed at the counter: when a registrar can verify a fact from the national database, the file shrinks and the rejection risk falls, because most business registration rejections in Vietnam are documentary rather than substantive – a missing certified copy, a translation past its validity, a notarisation from the wrong office. Removing those documents removes the rejections they cause.
The second is the shift of business registration scrutiny from paper to identity. Electronic authentication tied to VNeID means the person filing must genuinely be authorised, and the draft closes the loop where a purported principal later denies giving authority. Groups that have historically let a service provider file under a loosely documented power of attorney should tighten that arrangement now, because the identity chain, not the paper file, becomes the control point.
Household businesses and the conversion path
The draft extends equivalent business registration rules to household businesses – the same digital login, the same suspension-notification duties, the same simplification of documents. The policy goal is conversion: making it administratively unremarkable for a household business to become a company. For foreign investors, this matters when acquiring or partnering with a local operator that has grown beyond household scale; a cleaner conversion route means fewer legacy irregularities inherited at closing.
Timeline and what to watch
Draft decrees circulated for comment typically move to signature within months rather than years, and this amendment carries operational urgency because the two-tier government model is already in place. Companies with filings planned for late 2026 should ask their counsel at the point of filing which version governs, since transitional provisions in the final text will decide whether an application prepared under the current business registration rules is accepted after the amendment takes effect.
The safest posture is neutral drafting: prepare files that satisfy the current requirements while avoiding structures that depend on a document the amendment would remove. That way the application stands whichever version is in force on the day it reaches the registrar.
This article is provided for general information only and does not constitute legal advice for any specific case. Regulations may change – please consult a qualified professional before acting. Should further analysis be required, please contact one of our lawyers below.
