I. Legal basis

• Decree No. 296/2026/ND-CP
• Decree No. 168/2025/ND-CP
• 2025 Law on Enterprises

II. Summary of key new provisions under Decree No. 296/2026/ND-CP amending Decree No. 168/2025/ND-CP on Enterprise Registration

1. Company members are prohibited from acting as nominees for other persons in making capital contributions to enterprises

Pursuant to Clause 1, Article 1 of Decree No. 296/2026/ND-CP, which supplements Clause 1, Article 4 of Decree No. 168/2025/ND-CP, the following provisions apply:

The owner, shareholders, and members of a company shall fully comply with the provisions on contributed assets set out in Clause 2, Article 34 of the Law on Enterprises and shall not act as nominees for other persons in making capital contributions to an enterprise.

2. Documents exempt from resubmission upon enterprise registration

Pursuant to Clause 7, Article 4 of Decree No. 168/2025/ND-CP, as supplemented by Clause 2, Article 1 of Decree No. 296/2026/ND-CP, the documents EXEMPT FROM RESUBMISSION upon enterprise registration from 23 July 2026 include: Copies of the Enterprise Registration Certificate, Cooperative Registration Certificate, Business Household Registration Certificate, Tax Registration Certificate, and Investment Registration Certificate, the document issued by the investment registration authority approving the capital contribution, purchase of shares, or purchase of capital contributions by a foreign investor or an economic organization with foreign investment capital; the License for Establishment and Operation or a copy of the document approving such activities issued by the State Securities Commission; a legally effective court judgment or decision, and other documents included in the enterprise registration dossier as prescribed by the 2020 Law on Enterprises and Decree No. 168/2025/ND-CP.

3. Simplification of registration dossiers for wholly State-owned Enterprises

Pursuant to Clause 2, Article 1 of Decree No. 296/2026/ND-CP, which supplements Clause 7, Article 4 of Decree No. 168/2025/ND-CP, the following provision is introduced:

• For a single-member limited liability company in which the State holds 100% of the charter capital, the copy or original of the resolution or decision of the company owner, and the document appointing an authorized representative of the organizational owner, which are included in the enterprise registration dossier as prescribed by the Law on Enterprises and this Decree, shall be replaced by a document issued by the competent organization or individual in accordance with the laws on management and investment of state capital in enterprises and other relevant laws.

This provision helps simplify the registration dossier and reduce the number of documents required for enterprises in which the State holds 100% of the charter capital, while ensuring consistency with regulations on the management of state capital in enterprises.

4. Mandatory electronic authentication for authorized applications to change the legal representative

Article 2 of Decree No. 296/2026/ND-CP amends and supplements Clause 5, Article 12 of Decree No. 168/2025/ND-CP, providing that the following case is added: the authorizing person and the authorized person must undergo electronic authentication in order to register changes to the legal representative, owner, or member of a limited liability company; information of founding shareholders or foreign investors who are shareholders of a joint-stock company that is neither a listed company nor a company registered for securities trading; or the owner of a private enterprise or a general partner.

5. Foreign-invested enterprises established first are no longer required to submit an Investment Registration Certificate

Article 7 of Decree No. 296/2026/ND-CP supplements Clause 6 after Clause 5 of Article 24 of Decree No. 168/2025/ND-CP, providing as follows:

• Where a foreign investor establishes an enterprise prior to carrying out the procedures for issuance or amendment of the Investment Registration Certificate in accordance with the laws on investment, the enterprise registration dossier is not required to include a copy of the Investment Registration Certificate.

In this case, the application for enterprise registration shall include an undertaking to satisfy the market access conditions applicable to foreign investors in accordance with the provisions of law.

III. What are the rights to establish an enterprise and the obligation to register an enterprise?

Pursuant to Article 5 of Decree No. 168/2025/ND-CP, the rights to establish an enterprise and the obligation to register an enterprise are provided as follows:

• Establishing an enterprise in accordance with the law is a right of individuals and organizations and shall be protected by the State.
• Enterprise founders or enterprises are obliged to fully and promptly fulfill their obligations regarding enterprise registration and the disclosure of information on the establishment and operation of the enterprise in accordance with Decree No. 168/2025/ND-CP and other relevant legal documents.
• Business Registration Authorities and other competent authorities are strictly prohibited from causing inconvenience to organizations or individuals in the course of receiving dossiers and processing enterprise registration procedures.

IV. About Us, Hankuk Law Firm

■ Hankuk Law Firm – Introduction

The goal of the legal services provided by HANKUK LAW FIRM is to support businesses, investors, and people. Our organization employs skilled Korean lawyers, partners, and professionals to provide legal services to businesses related to corporations and litigation.

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To protect the legitimate rights and interests of our clients and achieve the best results, we provide legal advice and participate in civil lawsuits related to business, labor, marriage, family, and inheritance.

■ Contact us now

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■ Contact Hankuk Law Firm:

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