Notable Changes in Government Decree No. 168/2025

As of July 1, 2025, Vietnam has officially transitioned to a two-tier local government model and reorganized the entire administrative map. This is a historic milestone, marking a breakthrough transformation led by the Party and the State in the process of nation-building and development. In addition to changes in the administrative apparatus, the enterprise registration process has also undergone major adjustments to align with the Party’s and the State’s directives and policies. In this article, TNTP’s lawyer will analyze the notable changes introduced by Government Decree No. 168/2025 dated June 3, 2025, on enterprise registration.

1.Addition of the Beneficial Owner of the Enterprise

Compared to previous templates, Decree No. 168/2025/TT-BTC dated July 1, 2025 (“Decree 168”) introduces a new information requirement: the beneficial owner of the enterprise. According to Article 17 of Decree 168, a beneficial owner of a legal entity enterprise is an individual who meets one of the following criteria:

• An individual who directly or indirectly owns at least 25% of the charter capital or 25% of the total voting shares of the enterprise. In the case of indirect ownership, the individual holds at least 25% through another organization.
• An individual who has the authority to influence decisions on at least one of the following matters: Appointment, dismissal, or removal of the majority or all members of the Board of Directors, the Chairman of the Board, the Chairman of the Members’ Council; the legal representative, director, or general director of the enterprise; amendments to the company charter; restructuring of the company’s management; reorganization or dissolution of the company.

Furthermore, under Article 52 of Decree 168, any changes to the information regarding the beneficial owner must be reported to the provincial-level business registration authority. Such changes are considered a mandatory update to the enterprise registration content, and the registration authority is responsible for updating this information in the National Enterprise Registration System.

Thus, Decree 168 has introduced a new legal subject — the beneficial owner of the enterprise. This addition plays a critical role in ensuring legal compliance within business operations, establishing a clearer legal framework to prevent tax evasion, corruption, or money laundering by identifying those who benefit from a company’s actual income and dividends.

2.Addition of Provisions on Authorization for Enterprise Registration Procedures

Compared to Article 12 of Decree No. 01/2021/ND-CP dated January 4, 2021, on enterprise registration (“Decree 01”), Article 12 of Decree 168 introduces new provisions on the authorization of enterprise registration procedures, specifically:

• In the case of authorization to an individual:

Decree 168 removes the requirement from Decree 01 to provide a copy of the legal ID of the authorized individual. Therefore, when authorizing an individual, the only additional document required alongside the enterprise registration application is the power of attorney authorizing the individual to perform enterprise registration procedures.

• In the case of authorization to an organization:

Decree 168 also removes the previous requirement under Decree 01 for a copy of the service provision contract with the service organization. Now, when authorizing an organization, the following documents are required in addition to the registration application:

• A copy of the authorization contract for the organization to carry out enterprise registration procedures;
• A letter of introduction or assignment document from the organization designating the individual responsible for executing the procedures.
• Requirement for Electronic Authentication to be Granted Enterprise Registration

According to Clause 5, Article 12 of Decree 168, besides submitting the necessary documentation, both the authorizing party and the authorized party must electronically authenticate in order to be granted enterprise registration. If electronic authentication is interrupted, the authorizing party must complete the authentication after the enterprise registration is issued. If the authorizing party does not confirm or denies authorization, the provincial business registration authority will require the enterprise to report accordingly.

To complete electronic authentication, both parties must have a digital identity account. If they do not yet have one, the application must include a copy of the citizen ID card, personal ID card, passport, or other valid substitute documents.

These changes show that Decree 168 introduces significant updates compared to Decree 01. Several document requirements have been revised, removed, or added to reduce the administrative burden for businesses. The addition of electronic authentication is also a major step toward digitalizing business registration procedures, enhancing reliability and identity verification, and improving regulatory oversight by state agencies.

3.Change in Timeline for Administrative Procedure Results Submitted After Hours or on Holidays

Under Clause 3, Article 38 of Decree 168, if an application is submitted online via the National Business Registration Portal after working hours or on weekends, holidays, or Tet, the timeline for resolving the enterprise registration procedure will be counted from the next working day.

This new provision ensures that there is clarity regarding deadlines for applications submitted outside working hours, and it gives applicants a clear basis for calculating their processing timelines.

Decree 168 introduces many positive changes to safeguard the rights of applicants, enterprises, and authorized parties involved in enterprise registration procedures. These changes are consistent with the country’s integration and development process, as well as the Party’s and State’s strategies and policies in the modern era.

This article has presented an analysis of some notable changes in Decree 168 by TNTP’s legal team. We hope it provides valuable insights to readers in both their personal and professional lives.

Sincerely,