Business Registration Procedures After 1/7/2025

From July 1, 2025, business registration procedures in Vietnam will officially have many important changes according to the amended Enterprise Law and Decree 168/2025/ND-CP.  These improvements not only help businesses save time but also ensure effective compliance with the law.

The notable new point is the replacement of business registration forms, while adding information about beneficial owners and conditions for updating the company's head office address after the merger. These adjustments not only make the procedure more transparent and faster but also fit the digital transformation and administrative reform roadmap. The following article will provide detailed instructions on business registration procedures after July 1, 2025 for you to easily grasp and ap

1. Legal basis: (Article 21, Article 22, Article 32, Article 73 of the Enterprise Law 2020; Article 11, Article 20, Article 26, Article 73 of Decree 168/2025/ND-CP, Circular 68/2025/TT-BTC).

2. Business registration documents and procedures

Businesses need to prepare copies of the following documents:

• Legal representative: ID card or Passport;

• Shareholders or members are individuals: CCCD or Passport; 

• Shareholders or members are organizations: Decision on establishment, Certificate of business registration, other equivalent documents (Consular legalization if foreign documents). 

• Individual representing the shareholder is an organization: ID card or Passport

• For foreign investors directly investing (with Investment Registration Certificate - IRC): documents proving financial capacity such as bank confirmation, financial statements and other equivalent documents

Forms to fill out: 

(i) For joint stock companies

• Application for registration of Joint Stock Company (Form No. 4, Appendix I issued with Circular 68/2025/TT-BTC).

• Charter of joint stock company.

• List of founding shareholders (Form No. 7, Appendix I issued with Circular 68/2025/TT-BTC).

• List of shareholders who are foreign investors (Form No. 8, Appendix I issued with Circular 68/2025/TT-BTC).

• List of beneficial owners of the enterprise (Form No. 10, Appendix I issued with Circular 68/2025/TT-BTC).

*Note: There must be at least 03 founding shareholders to establish a joint stock company.

(ii) For LLCs 

• Application for registration of LLC (Form No. 2/Form No. 3 Appendix I issued with Circular 68/2025/TT-BTC ).

• Company Charter

• List of members of LLC for LLCs with 2 or more members (Form No. 6, Appendix I issued with Circular 68/2025/TT-BTC ).

• List of beneficial owners of the enterprise (Form No. 10, Appendix I issued with Circular 68/2025/TT-BTC ).

• Copies of the following documents: Legal documents of individuals and Legal documents of organizations, see the joint stock company establishment profile.

*Can choose 01 member limited liability company or limited liability company (2-50 members)

(iii) For partnerships

• Application for registration of a partnership company (Form No. 5, Appendix I issued with Circular 68/2025/TT-BTC ).

• Articles of Association of the partnership.

• List of members (Form No. 9, Appendix I issued with Circular 68/2025/TT-BTC ).

• List of beneficial owners of the enterprise (Form No. 10, Appendix I issued with Circular 68/2025/TT-BTC ).

• Copies of the following documents: Legal documents of individuals and Legal documents of organizations, see the joint stock company establishment profile.

(iv) For private enterprises

• Application for registration of private enterprise (Form No. 1 Appendix I issued with Circular 68/2025/TT-BTC ).

• A copy of the individual's legal documents for private business owners, specifically one of the following documents: valid CCCD card, ID card or Vietnamese passport.

Pursuant to Clause 22, Article 3 of the Investment Law 2020, it is stipulated as follows: “An economic organization with foreign invested capital is an economic organization with a foreign investor as a member or shareholder.”

In this sense, foreigners are not allowed to establish private enterprises. 

3. Authorization to carry out business registration procedures

According to Article 12 of Decree 168/2025/ND-CP

When carrying out business registration procedures , the authorized person may authorize  an individual, organization or service unit according to the new regulations in Decree 168/2025/ND-CP:

• Authorization for individuals 

  - The file must be accompanied by a power of attorney.

  - This document does not require notarization or certification .

• Authorize the organization

  - The file must include a copy of the authorization contract for the organization.

  - Attach a letter of introduction or document assigning tasks to the individual directly performing the task.

• Authorization for public postal service

  - Postal staff submits the application form according to the form, with the signature of both the postal staff and the authorized signatory.

• Authorization for non-public postal services

  - Perform as prescribed for organizations (similar to the above section).

• Accountability and electronic authentication

  - The authorizer and the authorized person are responsible before the law for the legality and honesty of the documents.

  - Both must authenticate electronically when registering a business.

  - If authentication is interrupted, the authorized person must authenticate additionally after the registration is granted.

  - In case the authorized person denies the authorization, the business registration authority will request the enterprise to report according to regulations.

*Note: In case there is no electronic identification account to perform electronic authentication, the business registration dossier must be accompanied by a copy of the ID card or Citizen ID card or passport or foreign passport or documents that can replace the valid foreign passport of the authorized person. In case there is no electronic identification account to perform electronic authentication, the business registration dossier must be accompanied by a copy of the ID card or Citizen ID card or passport or foreign passport or documents that can replace the valid foreign passport of the authorized person.

In fact, the most common and fastest way is to directly authorize an individual or organization to carry out the business registration procedure. For other methods that have not been widely applied, there will be certain difficulties such as: needing electronic authentication, having to contact the public postal service (taking more time),.....

4. Processing time:

The Business Registration Office of the Department of Finance will send the results within 03 working days from the date of receiving valid documents. 

At that time, the enterprise will be granted a business code and a Business Registration Certificate (online). If the enterprise wants to receive the original, it needs to register at the post office to receive the original results. 

In case the application is invalid, you will receive a letter requesting amendments and supplements. 

5. Regarding the list of beneficial owners: 

According to regulations, the beneficial owner is an individual who has actual ownership of the charter capital or has the right to control that enterprise, except for the case of the direct owner representative at an enterprise in which the State holds 100% of the charter capital and the representative of the State capital portion at a joint stock company or a limited liability company with two or more members according to the provisions of law on management and investment of State capital in enterprises.

A person may be considered a beneficial owner if:

• Holding 25% or more of shares in an organization or company (this level may vary by country)

• Have control or influence over important company decisions

• Benefit financially from the company's operations, even if not in your name.

6. Notes when completing business registration documents

• About the form in the business registration dossier: Enterprises are not required to stamp the business registration application, meeting minutes, resolutions or decisions in the business registration dossier. Enterprises are not required to stamp the application for business registration, meeting minutes, resolutions or decisions in the business registration dossier.

• Regarding updating the address after the merger: When submitting the registration dossier, the enterprise needs to update the company's address after the merger, including the company's head office address, the address for receiving tax notices and the address of the legal representative (if any) . 

• Application method: According to regulations, it is possible to submit directly to the provincial business authority where the enterprise has its head office, submit online through the Enterprise Registration Database System, submit through postal and telecommunications services. However, in reality, currently only online documents are accepted through the Enterprise Registration Database System.  According to regulations, it is possible to submit directly to the provincial business authority where the enterprise has its head office, submit online through the Enterprise Registration Database System, or submit through postal and telecommunications services. However, in reality, currently only online applications are accepted through the Enterprise Registration Database System.