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Decree 168/2025/ND-CP Government These regulations are issued to improve the legal framework for business registration, enhance transparency, and promote digital transformation in administrative procedures. For business owners and accounting staff, understanding these new regulations not only facilitates the registration and information update process but also ensures the legality of specific procedures such as temporary suspension or termination of operations.
Reference source: Government Decree 168/2025/ND-CP
What is Decree 168/2025/ND-CP?
According to Article 1 of Decree 168/2025/ND-CP issued by the Government on June 30, 2025, this document provides detailed regulations on the dossiers, procedures, and processes for business registration, household business registration, online registration, data sharing, and state management of business registration. This document officially replaces Decree 01/2021/ND-CP on business registration.
The decree was issued to specify the regulations of Enterprise Law 2020 and the Law amending and supplementing the Enterprise Law 2025. The issuance of new documents creates a unified legal framework, standardizes business registration data, and enhances the effectiveness of state management over economic organizations throughout their operational lifecycle.
Scope and subjects of application of Decree 168/2025/ND-CP
The legal framework of the Decree is clearly defined in the first two articles, aiming to delineate the boundaries of regulation and the groups of entities within its scope of application.
Scope of regulation
According to Article 1 of Decree 168/2025/ND-CP, the scope of application of this document includes:
- Documents, procedures, and steps for registering a business and a household business.
- The process of registering a business online.
- Mechanism for sharing and connecting data between the National Business Registration Database and other specialized databases.
- State management of business registration and household business registration nationwide.
Applicable subjects
According to Article 2 of Decree 168/2025/ND-CP, the subjects subject to regulation include:
- Organizations and individuals register businesses and household businesses in accordance with Vietnamese law.
- Provincial and district-level business registration agencies.
- The tax authorities, the Social Insurance agency, and other relevant state management agencies are involved in the process of implementing the integrated procedure.
- Other organizations and individuals involved in the registration and management of businesses.
Key new points of Decree 168/2025/ND-CP
Decree 168/2025/ND-CP introduces many important reforms aimed at simplifying administrative procedures, eliminating unnecessary formal requirements, and enhancing transparency in the ownership structure of businesses.
Regulations on documents and procedures for business registration
Decree 168/2025/ND-CP represents a significant step forward in administrative procedure reform by allowing businesses to simultaneously complete multiple business registration change procedures within a single application. This regulation significantly reduces processing time and costs for applicants.
In addition, the new regulations officially recognize that some documents in the business registration file are not required to bear the company's seal. This simplification aligns with the trend towards greater autonomy in modern business law, reducing the burden of cumbersome formalities.
Digital transformation in business registration
According to the regulations in Decree 168/2025/ND-CP, National information system on business registration It is used to process the entire registration process in electronic form. Electronic authentication of applicants is directly linked to the National Population Database, helping to accurately identify the individual conducting the legal transaction.
The online business registration process is standardized with an automated mechanism for verifying information at multiple stages. Electronic documents in online registration files have the same legal validity as paper documents, facilitating remote procedures for citizens and businesses.
Regulations regarding beneficial owners
One of the core new points of Decree 168/2025/ND-CP is the addition of detailed regulations on beneficial owners. Businesses are responsible for declaring, updating, and maintaining information about individuals who hold actual ownership or control over the business.
This regulation helps to publicize and ensure transparency in the governance information and actual ownership structure of economic organizations. Businesses are legally responsible for the accuracy and truthfulness of the beneficial owner information declared to the business registration authority.
Principles for handling business registration procedures
The business registration authority processes applications based on the validity of the documents and is responsible for the legality of the procedures. Businesses and their legal representatives are solely responsible for the truthfulness and accuracy of the information declared in the application.
The processing time for applications is strictly controlled within the system. If an application is deemed invalid, the business registration authority must issue a written notice clearly stating the reasons and providing specific instructions on all necessary amendments and additions for the business.
Regulations concerning business registration authorities
The document clarifies the authority and responsibilities of the business registration agency in managing and inspecting businesses after registration. The business registration agency has the right to coordinate with the tax authority and other relevant state management agencies to review cases of businesses showing signs of violations or not operating at their registered headquarters.
At the same time, the regulations also clearly define the responsibilities for information sharing between the business registration agency and other state agencies to ensure that business data is always synchronized and accurately updated.
How does Decree 168/2025/ND-CP affect businesses?
The new regulations in Decree 168/2025/ND-CP directly impact the operational processes, declaration obligations, and legal record management of all business entities, requiring a review of legal information and standardization of identification data. Depending on the business model and actual operating status, the extent of the impact of the new regulations on each organization will vary significantly.
For newly established businesses
Newly established businesses benefit from convenient online registration procedures and the simplification of the seal requirement on some documents. However, founders must ensure they have complete information about the beneficiary owner from the initial application stage. The business registration number issued serves as both the tax identification number and the social insurance obligation registration number.
For businesses that are already operating
Existing businesses are not required to re-register if their information remains unchanged. However, when there is a need to change the business registration details or update legal information, businesses must add information about beneficial owners and standardize data according to the new regulations.
For household businesses
Household businesses are managed more systematically through an integrated household business registration information system. Any changes to location, business lines, or owner information must comply with standardized procedures, ensuring transparency in tax obligations and facilitating the conversion of household businesses into enterprises when needed.
Common misunderstandings when applying Decree 168/2025/ND-CP
When a new legal document is issued, misunderstandings regarding its scope and applicable obligations are inevitable. Businesses should note that Decree 168/2025/ND-CP regulates business registration and does not replace the Enterprise Law or specialized tax management regulations, avoiding confusion between administrative registration procedures and resulting financial obligations.
Does the business need to re-register?
Many business owners are concerned that when Decree 168/2025/ND-CP is issued, all businesses will have to submit documents to exchange their old business registration certificates for new ones. This is a common misconception. Business registration certificates issued before the effective date of the Decree remain legally valid; businesses only need to carry out the procedure when they need to change or update information.
Cases requiring updating business registration information.
Businesses need to update information when there are actual changes regarding:
- The legal representative or the representative's personal identification information (Citizen Identification Card/Passport).
- Contributing members, founding shareholders, or beneficial owner information.
- Head office address, business lines, registered capital.
- Update your tax registration information or contact details (phone number, email).
Common mistakes when performing procedures
During the process of submitting business registration applications under the new regulations, common errors that lead to application rejection include:
- Providing incomplete or inaccurate information about the beneficial owner.
- Discrepancies in personal information between business registration records and the National Population Database.
- The tax filing for the changes has been submitted, but the tax obligations arising from previous changes have not yet been fulfilled.
- There is confusion between the procedure for changing business registration details and the procedure for notifying changes.
What should businesses preparing for dissolution be aware of according to Decree 168/2025/ND-CP?
Although Decree 168/2025/ND-CP does not directly regulate all aspects. business dissolution process, Standardizing business registration data significantly impacts verification. conditions for dissolving a business to complete the procedures for ceasing operations.
Before proceeding with dissolution, the business registration data and tax management data must be completely consistent. Any discrepancies regarding the legal representative, registered address, or member information can cause the dissolution process to be stalled at the business registration or tax authorities.
When is it necessary to amend business registration before dissolution?
Businesses must carry out procedures to change or update business registration information before announcing dissolution in the following cases:
- Change of legal representative: The previous representative has been dismissed, passed away, or is unable to sign the documents. The new representative must be properly registered to sign dissolution documents and work with the tax authorities.
- Update your identification document information: The citizen identification card information of the representative or contributing member has not been synchronized with the National Population Database.
- The registered address is unclear: The head office has actually moved, but the change of location has not yet been formally recorded on the Business Registration Certificate.
What procedures should be completed before filing for dissolution?
To ensure a smooth dissolution process, businesses should follow these steps in order:
- Review and update business registration data: The regulations in Decree 168/2025/ND-CP allow for the consolidation of multiple changes into a single set of documents, helping businesses standardize information quickly and save costs.
- Settling tax obligations and closing the tax identification number: This is a crucial step that determines the dissolution process. The business must fulfill all tax obligations, pay any fines (if applicable), and complete the procedures for closing its tax identification number at the directly managing tax authority.
- Pay off outstanding debts and financial obligations: Businesses must prioritize payments in accordance with legal regulations, giving priority to outstanding wages, unemployment benefits, social insurance contributions, taxes, and other debts owed to creditors.
- Paper business dissolution documents official: The business registration application should be submitted to the business registration authority after the tax authority confirms that the tax identification number has been closed and the business has fulfilled all financial obligations as required.
Examples of common business scenarios
Hypothetical scenario: Company A is preparing for dissolution, but the Director (legal representative) has had his employment contract expire and has left the country. At the same time, the citizen identification card information of the contributing members has not been updated according to the new population data.
Professional approach: The company cannot immediately submit the dissolution notice because the person signing the documents no longer has the legal authority and the member data has not yet been synchronized.
If the business handles it itself or seeks solutions from others. MAN – Master Accountant Network frequently used business dissolution services, The optimal solution is to consolidate the procedures into a single set of documents in accordance with Decree 168/2025/ND-CP:
- Change of legal representative.
- Update the personal identification information of the contributing members.
After the new business registration certificate is issued with accurate information, the new legal representative will represent the business in carrying out tax settlement procedures, closing the tax code, and submitting the official dissolution application. This method helps avoid the application being repeatedly returned by the tax authorities and business registration agency due to discrepancies in identification information.
Conclude
Decree 168/2025/ND-CP creates a modern, transparent legal framework and optimizes administrative procedures for businesses by promoting digital transformation and consolidating registration procedures. Understanding regulations on data standardization and beneficial ownership not only helps businesses comply with the law during operations but also ensures that the process of temporary suspension or dissolution proceeds smoothly and legally.
Frequently Asked Questions
When does Decree 168/2025/ND-CP take effect?
Decree 168/2025/ND-CP, issued by the Government on June 30, 2025, takes effect according to the timeframe stipulated in the implementation clause of the document and applies uniformly to business registration procedures for enterprises and household businesses nationwide.
Do existing businesses need to re-register under Decree 168?
No. Businesses that are operating normally are not required to re-register. The issued business registration certificate remains valid. Businesses only need to update their information when changes occur or when carrying out new registration procedures.
What should businesses preparing for dissolution keep in mind when applying Decree 168?
Businesses preparing for dissolution need to review the information of their legal representative and business registration data. If discrepancies are found, the business should consolidate the information update procedures first, then proceed with tax settlement and submit the termination application to avoid having the application rejected.
