Decree 168: Key Changes in Beneficial Ownership Disclosure and  Business Registration Framework 

Decree 168: Key Changes in Beneficial Ownership Disclosure and  
Business Registration Framework 

On 30 June 2025, the Government issued Decree No. 168/2025/ND-CP (“Decree 168”) on business registration.  

Beneficial Owners 

Decree 168 sets out detailed provisions for implementing the new provisions of the amended Law on Enterprises relating to beneficial owners (“Beneficial Owners”).  

Specifically, it defines Beneficial Owner as: 

• An individual directly or indirectly holding 25% or more of the charter capital or voting shares of the company (to the exception of direct representatives of the state in state-owned enterprises). 

Indirect holding is defined as holding at least 25% of the charter capital or voting shares through other organizations; or 

• An individual controlling the adoption by the company of one or more of the following matters: 

• Appointing/removing a majority or all of the members of the board of management, the chairman of the board of management or the members of the members’ council; 

• Appointing/removing legal representative, director, or general director; 

• Amending the company charter; 

• Restructuring the managerial structure of the company;  

• Reorganizing or dissolving the company. 

The company is required to: 

1. Notify the provincial registration authority, which is the business registration office (“BRO”), of 
    

1. any shareholder being an individual (i.e., a natural person, not a juridical person) owning 25% or more of the total number of voting shares (for shareholding companies);  

2. any member being an individual owning 25% or more of the charter capital (for limited liability companies); and 

3. an individual being the owner of the company (for single member limited liability companies). 

While Decree 168 does not specify it, it seems that any “indirect” ownership of 25% or more must also be declared. 

2. Self-determine and notify the BRO of its “controlling” Beneficial Owners determined by reference to the above definition (if any); and 

3. Notify the BRO of any shareholder being an organization that owns 25% or more of the shares with voting right (applicable to shareholding companies).  

Circular 68/2025/TT-BTC dated 1 July 2025 promulgates the standard forms to proceed the notifications, in particular the “list” of Beneficial Owners. This list must be prepared and retained by the company at its head office, according to the amended Law on Enterprises.   

For companies registered prior to the date of the Amended Law on Enterprises’ entry into force, they are not required to submit the notification of its Beneficial Owners before the next registration change. On the other hand, they are required to prepare the list internally and retain it at their head office.   

Information on Beneficial Owners in the National System is restricted to competent authorities and may only be accessed for anti-money laundering and similar regulatory purposes. 

Evidence of capital contribution or transaction completion 

In an effort to promote ease of doing business, Decree 168 also clarifies the types of documents considered as evidence of capital contribution or transaction completion, which may include shareholder or member lists – particularly useful in M&A transactions.  

According to Article 3.11 and Article 3.12, one or more of the following documents may be submitted:  

• A copy or certified extract of the members or shareholders register; 

• A copy of the capital contribution certificate (as evidence of capital contribution), or a copy of the minutes of contract liquidation (as evidence of transaction completion); 

• A confirmation letter from a bank regarding the completion of payment (of the purchase price or capital contribution, as the case may be); 

• Other documents as prescribed by law.  

Purchase price in M&A transactions  

Surprisingly, Decree 168 amends Article 66.2(a) of Decree No. 31/2021/ND-CP, which governs the registration procedures for capital contribution, share purchase, or capital acquisition by foreign investors (the so-called ‘M&A Approval’).  

It now requires that the application dossier for the ‘M&A Approval’ indicates the “exact” price of the transaction, in line with Circular 25/2023/TT-BKHDT. This may be a major concern in transactions where the parties agree on an adjustment of the purchase price. 

Administrative restructuring 

In light of administrative boundary mergers and state apparatus streamlining, Chapter II defines the new business registration authority as follows: 

• At provincial level: 

• BRO under the Provincial Department of Finance; 

• Management Board of High-Tech Zones. 

• At commune level: Economic Department or Economic, Infrastructure and Urban Department under the Commune People’s Committee. 

Following administrative boundary consolidation, enterprises are not required to register new addresses, but may notify the provincial BRO for information update or supplementation. 

Information sharing among administrative authorities  

Decree 168 also emphasizes the incorporation of electronic national databases in registration, data storage, and information sharing between competent authorities. From now on, registration procedures of enterprises are conducted via the National Business Registration Portal, though Decree 168 also instructs the application of backup procedures in case the system is temporarily unavailable. Furthermore, the business registration number is now unified with the tax identification number for both enterprises and household businesses, facilitating coordination between tax and business registration authorities. 

Submitting multiple registration requests in a single dossier 

Decree 168 further simplifies and consolidates procedures for business registration (Chapters III, IV), notification and registration of changes (Chapter V), cessation of operations, and procedures related to enterprise registration certification (Chapter VI). Notably, instead of submitting multiple individual requests, businesses can now register several changes such as adding business lines, changing address or legal representative, in a single dossier. 

Conclusion  

Decree 168 replaces Decree 01/2021/ND-CP and Decree 122/2020/ND-CP. 

Decree 168 takes effect on 1 July 2025.