Decree 288/2026/ND-CP Amends Administrative Penalties for Business Registration and Investment Violations
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Based on:288/2026/ND-CP - Government Official Gazette
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Decree 288/2026/ND-CP, issued on 21 July 2026 and effective immediately from its signing date, amends Decree 122/2021/ND-CP on administrative penalties for violations in the planning and investment sector, covering business and cooperative registration. The most significant change introduces new penalties tied to «beneficial owner» disclosure requirements. Enterprises established before 1 July 2025 that fail to supplement beneficial-owner information the next time they update their business registration face fines of up to VND 100 million. Failing to register or notify changes to beneficial-owner information carries fines of VND 30-70 million, while incomplete beneficial-owner disclosure upon a request from authorities triggers fines of VND 20-30 million. The decree also raises and tiers penalties for late registration of changes to the Enterprise Registration Certificate (from a warning for 1-10 days late up to VND 50-60 million for delays over 91 days), adds violations for failing to properly maintain member/shareholder registers, for failing to retain corporate records including the beneficial-owner list, and for cooperatives failing to maintain member registers. It also repeals Article 49 and certain points of Article 50 of the original decree. Businesses, cooperatives, and anyone involved in beneficial-ownership reporting chains should review their registration files now, particularly beneficial-owner data, to avoid exposure under these new and increased penalty levels.
Overview
- Number: 288/2026/ND-CP
- Issued: 21 July 2026
- Issuing body: Government of Vietnam
- Effective: From the date of signing
- Amends: Decree No. 122/2021/ND-CP dated 28 December 2021 on administrative penalties in the planning and investment sector
Key amendments
Article 43 - Violations in business registration dossiers
Fines of VND 30-70 million for dishonest or inaccurate declarations in business establishment dossiers, branch/representative office registration dossiers, registration-amendment dossiers, dissolution dossiers, and in particular, information on the enterprise's beneficial owner.
Article 44 - Violations of deadlines for registering content changes
Tiered fines based on how late a business registers changes to its Enterprise Registration Certificate, notifies content changes, registers branch/representative office activity, or suspends/resumes business:
- 1-10 days late: Warning
- 11-30 days late: VND 10-20 million
- 31-90 days late: VND 30-40 million
- 91+ days late: VND 50-60 million
In addition:
- VND 30-70 million for failing to register a content change or failing to notify a change in beneficial-owner information.
- VND 70-100 million for failing to supplement beneficial-owner information the next time a business (established before 1 July 2025) files a registration-change procedure.
- Remedial measure: compelled registration, notification, or supplementation of the missing information.
Article 46 - New violation added for registration-stage declarations
Adds failure to declare beneficial-owner information at the time of business establishment registration as a new violation, with a remedial measure compelling the business to supplement the information.
Article 48 - Violations of reporting and information-provision duties
- VND 20-30 million: incomplete or late reporting/information provision when requested (including beneficial-owner information).
- VND 40-50 million: failing to suspend or terminate a conditional business line or a market-access-conditional line for foreign investors when required; failing to change a business name that infringes industrial property rights when required.
- VND 50-70 million: failing to report or provide information when requested, or providing dishonest/inaccurate information (including beneficial-owner information).
Article 52 - Other business registration violations
Fines of VND 40-70 million, with new violations added:
- Failing to fully record capital contributors/shareholders in the member or shareholder register.
- Failing to retain corporate records, including the beneficial-owner list.
- Ceasing business operations for one year without notifying the business registration authority and the tax authority.
Article 65 - Cooperative violations
Fines of VND 20-30 million, adding failure to establish, update, and retain the register of official members and capital-contributing associate members.
Article 7 - Repeals
Repeals Article 49 and points a and b of Clause 1, and points a and b of Clause 2 of Article 50 of Decree 122/2021/ND-CP.
Effective date and implementation
The decree takes effect from its signing date (21 July 2026). The Minister of Finance is responsible for guiding and organizing implementation; other ministers, heads of ministerial-level agencies, and chairpersons of provincial/municipal People's Committees are responsible for guidance and implementation within their functions and duties.