1.1 “Nominee arrangements” for capital contribution are no longer permitted

Pursuant to Clause 1, Article 1 of Decree 296/2026/ND-CP, which supplements Clause 1, Article 4 of Decree 168/2025/ND-CP, owners, shareholders and members of a company must fully comply with the regulations on contributed assets under the Law on Enterprises and may not register their names on behalf of another person for the purpose of contributing capital to an enterprise.

Accordingly, the new regulations effectively exclude the use of “nominee arrangements” for capital contribution to an enterprise. The actual person making the capital contribution must directly register their name and exercise the corresponding rights and obligations in respect of their contributed capital or shares, instead of having another individual or organization register as the nominee on their behalf during the enterprise registration process in Vietnam.

1.2 Mandatory identification of beneficial owners

Previously, under Decree 168/2025/ND-CP, the identification of a beneficial owner was primarily based on (i) the percentage of direct or indirect ownership of charter capital and (ii) control rights over the company in Vietnam. This resulted in certain enterprises not having sufficient grounds to identify and declare information on their beneficial owners as required.

However, pursuant to Clause 3, Article 3 of Decree 296/2026/ND-CP, an additional criterion for identifying a beneficial owner has been introduced. Accordingly, where no individual satisfies the criteria (i) and (ii) above, the enterprise must identify the individual who is the highest-ranking manager of the enterprise and has the greatest authority to act on behalf of the enterprise, except for an individual representing state capital in the enterprise.

Accordingly, the new regulations narrow the possibility of an enterprise being unable to identify its beneficial owner, while requiring enterprises to proactively review and declare beneficial ownership information in accordance with this additional identification mechanism.

1.3 Mandatory electronic authentication for authorized enterprise registration procedures

Pursuant to Article 2 of Decree 296/2026/ND-CP, the authorizing person and the authorized person must complete electronic authentication when registering changes to the legal representative, owner, member of a limited liability company, founding shareholder, or shareholder being a foreign investor of an unlisted joint stock company.

Accordingly, during the enterprise registration process, the legal representative of the enterprise must have a Level 2 electronic identification account in order to carry out the relevant procedures. Where the relevant person does not yet have an electronic identification account to complete electronic authentication, the enterprise registration dossier must include a copy of the identity card, Citizen Identity Card, passport, foreign passport, or other valid document in lieu of a foreign passport of the authorizing person.

Changes to electronic identification requirements

Before the amendment, foreigners aged six (06) or older who had been issued a permanent residence card or temporary residence card in Vietnam could be issued a Level 1 electronic identification account and, upon request, a Level 2 electronic identification account.

However, pursuant to Article 3 of Decree 320/2026/ND-CP, foreigners who have lawfully entered Vietnam or are lawfully residing in Vietnam are now eligible to be issued an electronic identification account, regardless of the account level, upon request.

Accordingly, this creates more favorable conditions for foreigners acting as legal representatives of companies in Vietnam to register for an electronic identification account and carry out administrative procedures in Vietnam.

Guidance under Circular 38/2026/TT-NHNN

Accordingly, pursuant to Clause 3, Article 7 of Circular 38/2026/TT-NHNN, the State Bank of Vietnam has officially provided guidance on this matter.

Specifically, where a foreign investor establishes an economic organization before carrying out the procedures for obtaining an Investment Registration Certificate, such foreign-invested economic organization may, prior to obtaining the Investment Registration Certificate, open one (01) foreign-currency investment capital account and/or one (01) Vietnam Dong investment capital account at the same authorized bank.

These accounts may only be used to receive charter capital and interest earned on the account balance; pay lawful expenses related to investment preparation activities in Vietnam; and return capital to the investor or member enterprise in the event that the Investment Registration Certificate is not granted or amended.

After obtaining or amending the IRC, such entities may open additional investment capital accounts in other foreign currencies.

Apostille certification mechanism

From 11 September 2026, Vietnamese public documents to be used in countries having applicable relations with Vietnam under the Hague Apostille Convention will be eligible for Apostille certification instead of consular certification.

Conversely, public documents issued by member countries and bearing a valid Apostille may be used in Vietnam without undergoing any additional consular legalization procedures.

For documents that were validly consular-certified or consular-legalized before the effective date of the Decree, such documents will remain valid for use in Vietnam and will not be required to undergo the Apostille certification procedure again.

Accordingly, the new regulations are expected to significantly reduce the time, procedures and costs associated with using foreign documents for administrative procedures in Vietnam, as enterprises and investors will no longer be required to carry out consular legalization procedures for documents eligible for the Apostille mechanism.

However, practical implementation will still need further specific guidance from the competent authorities.