Decree No. 168/2025/ND-CP on Enterprise Registration officially promulgated and effective from July 1, 2025
- Luật sư TRẦN VĂN LONG
- Jul 2
- 4 min read
On June 30, 2025, the Government promulgated Decree No. 168/2025/ND-CP on enterprise registration, stipulating dossiers, procedures, and processes for enterprise registration; provisions on registration and operation of household businesses; procedures for integrating enterprise and household business registration; enterprise and household business registration via electronic information networks; provision, exploitation, and sharing of enterprise registration information; and provisions on the business registration authority for enterprises, household businesses, and state management of enterprise and household business registration.
1. Principles for handling enterprise registration procedures:
The founder of the enterprise or the enterprise itself shall self-declare the enterprise registration dossier and shall be legally responsible for the legality, truthfulness, and accuracy of the information declared in the registration dossier and reports.
In case a limited liability company or a joint-stock company has more than one legal representative, the legal representative performing the registration procedures must ensure and take responsibility for properly exercising his/her rights and obligations as prescribed in Clause 2, Article 12 of the Law on Enterprises 2020.
The business registration authority shall be responsible for the validity of the enterprise registration dossier and shall not be responsible for any legal violations committed by the enterprise or its founders.
The business registration authority shall not settle disputes among company members or shareholders, or between the enterprise and other organizations or individuals.
The enterprise is not required to affix a seal on the application for enterprise registration, meeting minutes, resolutions, or decisions in the enterprise registration dossier. The affixing of a seal on other documents in the registration dossier shall comply with relevant legal provisions.
The enterprise may concurrently carry out procedures for registering changes in enterprise registration details, notifying changes, updating and supplementing information, or correcting information in a single application dossier.
See full text of Decree 168/2025/ND-CP on business registration
2. Right to establish enterprises and obligation to register enterprises (Article 5 of Decree No. 168/2025/ND-CP):
Establishing an enterprise in accordance with the law is a right of individuals and organizations and is protected by the State.
The founder of the enterprise or the enterprise itself is obliged to fully and promptly perform obligations regarding enterprise registration and disclose information on its establishment and operations as prescribed in Decree No. 168/2025/ND-CP and related legal documents.
It is strictly prohibited for the business registration authority and other agencies to cause inconvenience to organizations and individuals during the receipt and processing of enterprise registration procedures.
3. Effectiveness and replacement of Decree No. 01/2021/ND-CP on enterprise registration
Pursuant to Article 124 of Decree No. 168/2025/ND-CP:
Decree No. 168/2025/ND-CP takes effect from July 1, 2025.
Decree No. 168/2025/ND-CP replaces Decree No. 01/2021/ND-CP dated January 4, 2021 of the Government on enterprise registration and Decree No. 122/2020/ND-CP dated October 15, 2020 of the Government providing for coordination and integration of procedures for registering the establishment of enterprises, branches, representative offices, labor declaration, issuance of social insurance unit codes, and registration for invoice use by enterprises.
Amendment to point a, Clause 2, Article 66 of Decree No. 31/2021/ND-CP dated March 26, 2021 of the Government detailing and guiding the implementation of certain articles of the Law on Investment as follows:“The capital contribution, share purchase, or capital contribution purchase registration document must include the following contents: information on the enterprise registration of the economic organization to which the foreign investor intends to contribute capital, purchase shares, or acquire capital contributions; business lines; list of owners, members, founding shareholders; list of owners, members, shareholders who are foreign investors (if any); foreign investor’s ownership ratio before and after the capital contribution, share purchase, or capital acquisition; actual transaction value of the capital contribution contract, share purchase, or capital acquisition; and information on the investment project of the economic organization (if any).”
Based on the conditions for connecting and sharing information between the National Information System on Enterprise Registration and the Electronic Identification and Authentication System, the implementation of electronic authentication as prescribed in Clause 5, Article 12 and Clause 5, Article 93 of Decree No. 168/2025/ND-CP shall follow the roadmap announced on the National Portal on Enterprise Registration.
The Minister of Finance shall issue templates to be used for enterprise and household business registration in accordance with Decree No. 168/2025/ND-CP.
Ministers, Heads of ministerial-level agencies, Heads of Governmental agencies, Chairpersons of the People’s Committees of provinces and centrally-run cities, Chairpersons of commune-level People’s Committees, and the entities subject to the Decree are responsible for the implementation of Decree No. 168/2025/ND-CP.
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