Knowledge base

RegHub explanations of official Vietnamese tax, accounting and invoice documents, in plain language.

Business Registration & Foreign Investment

Setting up and licensing enterprises, branches and foreign investment projects.

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Circular
Business Registration & Foreign Investment

Circular 121/2026/TT-BTC: Updated Forms for Business and Household Business Registration

Thông tư 121/2026/TT-BTC: Sửa đổi biểu mẫu đăng ký doanh nghiệp, đăng ký hộ kinh doanh

Vietnam's Ministry of Finance has issued Circular No. 121/2026/TT-BTC dated August 21, 2026, amending several forms in Appendix I of Circular No. 68/2025/TT-BTC, which sets out the forms used for business and household business registration. The Circular replaces nine forms: the business registration application forms for private enterprises, single-member limited liability companies, multi-member limited liability companies, joint-stock companies, and partnerships (Forms 1 through 5); the list of beneficial owners of an enterprise (Form 10); the application to register changes to enterprise registration content (Form 12); the notice of temporary suspension or early resumption of business (Form 27); and the notice of enterprise dissolution (Form 30). It also repeals Form 11. This is a technical, form-only update. The revised templates add or adjust data fields, such as personal identification numbers, beneficial ownership details, and social insurance payment method options, to align with the updated business registration rules under Decree No. 168/2025/ND-CP as amended by Decree No. 296/2026/ND-CP. Businesses, household businesses, and business registration service providers must use the new forms when filing applications from the effective date onward. A transitional clause allows applications already submitted but not yet approved by the provincial business registration authority before the effective date to continue being processed under the prior forms and rules, provided they meet the conditions set out in those earlier documents. The Circular takes effect on August 21, 2026.

Effective: 8/21/20269/8/2026
High
Decree
Business Registration & Foreign Investment

Decree 288/2026/ND-CP Amends Administrative Penalties for Business Registration and Investment Violations

Nghị định 288/2026/NĐ-CP: Sửa đổi quy định xử phạt vi phạm hành chính trong lĩnh vực kế hoạch và đầu tư

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.

Effective: 7/21/20268/2/2026
Low
Circular
Business Registration & Foreign Investment

Circular 13/2026/TT-NHNN: Amendments to Branch and Representative Office Network Rules for Non-Bank Credit Institutions

Thông tư 13/2026/TT-NHNN: Sửa đổi quy định về mạng lưới chi nhánh, văn phòng đại diện của tổ chức tín dụng phi ngân hàng

The State Bank of Vietnam (SBV) issued Circular 13/2026/TT-NHNN on 19 May 2026, effective 3 July 2026, amending Circular 53/2018/TT-NHNN on the branch, representative office, and administrative-unit network of non-bank credit institutions - that is, finance companies and financial leasing companies operating under the Law on Credit Institutions. It does not apply to commercial banks or ordinary businesses. Key changes include reallocating approval authority (the SBV Governor decides on establishing or compulsorily terminating branches, while Regional SBV Branch Directors handle relocations, voluntary terminations, and representative offices or administrative units); allowing online filing via the National Public Service Portal using digital signatures; setting concrete processing timelines (21 working days for branches, 11 working days for representative offices); and reissuing the standard application form as an appendix. This is an internal banking-sector administrative circular that directly affects only finance companies and financial leasing companies when they expand or scale back their branch networks. It contains no provisions on VAT, corporate income tax, e-invoicing, IFRS/accounting standards, labor, or customs, and has no direct bearing on most SMEs or accountants.

Effective: 7/3/20266/2/2026
Medium
Circular
Business Registration & Foreign Investment

Consolidated Document No. 23/VBHN-BCT: Form Templates for Representative Offices and Branches of Foreign Traders in Vietnam

Văn bản hợp nhất số 23/VBHN-BCT: Biểu mẫu thực hiện quy định về Văn phòng đại diện, Chi nhánh của thương nhân nước ngoài tại Việt Nam

The Ministry of Industry and Trade (MOIT) has issued Consolidated Document No. 23/VBHN-BCT (certified March 30, 2026), merging Circular No. 11/2016/TT-BCT with three rounds of amendments (Circular 03/2024/TT-BCT, 38/2025/TT-BCT, and 15/2026/TT-BCT) that set out the form templates used for licensing procedures for Representative Offices and Branches of foreign traders in Vietnam. The document does not introduce new substantive licensing conditions; it consolidates the 14 currently valid forms (applications, licenses, activity reports, and termination notices). The most significant practical change is a shift in licensing authority. Since July 1, 2025, the power to receive and process applications for issuing, re-issuing, adjusting, and extending Branch establishment licenses, as well as handling Branch termination, has been decentralized from MOIT down to the provincial People's Committee where the Branch is headquartered (previously handled directly by MOIT). Branch license applications (Forms MD-5, MD-6, MD-7) must now be submitted to the provincial People's Committee rather than to MOIT. Provincial People's Committees must also report annually to MOIT before February 28 using the newly added Form BC-4. Foreign traders that already operate, or plan to establish, a Representative Office or Branch in Vietnam should use this consolidated form set for any new filing, submit Branch-related applications to the provincial People's Committee rather than MOIT, and ensure that license information is updated on the MOIT web portal (www.moit.gov.vn) within 15 days of any issuance, re-issuance, adjustment, extension, or revocation.

Effective: 4/10/20264/21/2026
Low
Decree
Business Registration & Foreign Investment

Consolidated Decree on Establishment and Operation of Representative Offices of Foreign Cooperation and Research Organizations in Vietnam (VBHN-BNG)

Nghị định hợp nhất (VBHN-BNG) về việc lập và hoạt động của Văn phòng đại diện các tổ chức hợp tác, nghiên cứu nước ngoài tại Việt Nam

This is Consolidated Document No. 1233/VBHN-BNG, certified by the Ministry of Foreign Affairs on 27 February 2026, merging Decree No. 06/2005/ND-CP (effective 10 February 2005) with the amending Decree No. 62/2026/ND-CP (effective 1 March 2026). It governs the conditions, dossiers, and procedures for issuing, amending, extending, and revoking Licenses for Representative Offices of foreign non-profit cooperation and research organizations in Vietnam - meaning units under a foreign ministry, agency, or local government that carry out non-profit programs in science, technology, natural resources and environment, health, or social fields. It does not cover commercial trade representative offices or foreign cultural and educational organizations. Notable changes introduced by Decree 62/2026/ND-CP include: allowing dossiers to be filed online through the National Public Service Portal; shortening and clarifying processing timelines (one working day to check dossier validity, and a maximum of 14 working days to grant or refuse a License); and adding an entirely new chapter (Chapter IIIa, Articles 14a-14d) that introduces a mandatory annual periodic reporting regime for the Representative Office, its Vietnamese managing agency (a ministry, sector, or provincial People's Committee), and the Ministry of Foreign Affairs, with specific data cut-off dates and submission deadlines. Regarding business impact, this decree primarily concerns foreign non-profit cooperation and research bodies (not ordinary foreign-invested enterprises) and the Vietnamese state agencies that partner with them, so it has limited direct relevance to typical SME tax, accounting, or customs practice. The existing tax and customs incentives are unchanged: import duty exemption for equipment and vehicles needed for the office's operations, and personal tax preferences for the head and foreign staff of the Representative Office. Accountants or advisers serving such foreign cooperation or research organizations in Vietnam should note the new reporting deadlines.

Effective: 3/1/20263/27/2026
Low
Decision
Business Registration & Foreign Investment

Consolidated Text 13/2026/VBHN-BKHCN on Certificates for Encouraged Technology Transfer

Văn bản hợp nhất số 13/2026/VBHN-QĐ-BKHCN về cấp Giấy chứng nhận chuyển giao công nghệ khuyến khích chuyển giao

The Ministry of Science and Technology has published Consolidated Text 13/2026/VBHN-BKHCN, merging the original Prime Minister's Decision 12/2023/QD-TTg (effective 1 July 2023) with amending Decision 02/2026/QD-TTg (effective 8 January 2026, part of the Ministry's administrative-simplification program). It governs the authority, application dossier, and procedure for issuing, reissuing, and amending the Certificate of Encouraged Technology Transfer - a document required for investment projects that receive technology under the government's List of Encouraged Technologies, particularly projects seeking special investment incentives under Article 20 of the Investment Law. The Ministry of Science and Technology issues the certificate for projects whose investment policy falls under the authority of the National Assembly or the Prime Minister, or projects eligible for special investment incentives; provincial science and technology departments handle all other local projects. Applicants (the technology transferor or transferee) submit a dossier - application form, the technology transfer agreement, a technical explanation, an implementation report, and corporate legal documents - only after the technology has actually been deployed and has produced output. The 2026 amendment significantly shortened processing: 2 working days to check dossier completeness, 3 days to form the advisory evaluation council, 5 days for the council to meet, and 2 days for the final decision. It also removed one dossier item and replaced three application forms (Forms 01, 08, 09), letting receiving agencies pull data from existing government databases instead of requiring businesses to resubmit documents already on file. For SMEs and foreign investors receiving or planning to receive advanced technology transfers, this certificate is the mandatory legal basis for qualifying for special investment incentives. The streamlined procedure cuts waiting time and compliance cost, but businesses must use the updated application forms introduced by Decision 02/2026/QD-TTg when filing for a new, amended, or reissued certificate.

Effective: 7/1/20239/8/2026
Informational
Law
Business Registration & Foreign Investment

Draft Law Amending Article 6 and Appendix IV on the List of Conditional Business Investment Lines under the Investment Law

Dự thảo Luật sửa đổi, bổ sung Điều 6 và Phụ lục IV về Danh mục ngành, nghề đầu tư kinh doanh có điều kiện của Luật Đầu tư

This is a draft law amending Article 6 and Appendix IV of the Investment Law, which govern the List of Conditional Business Investment Lines. The drafting agency is the Ministry of Finance, and the reviewing body is the National Assembly's Economic and Financial Committee. The draft is expected to be submitted to and passed at the First Extraordinary Session of the 16th National Assembly. This filing marks only the early stage of the legislative process; beyond the title and procedural details above, no specifics have yet been published on which business lines will be added, removed, or have their conditions revised. Businesses, particularly foreign-invested enterprises and companies operating in conditional business sectors, should track this draft closely. Any change to the List of Conditional Business Investment Lines could directly affect sub-licensing requirements, investment registration certificates (IRC), and ongoing compliance obligations once the amended law is formally issued.

8/11/2026
Medium
Official Letter
VAT
Personal Income Tax
Business Registration & Foreign Investment

Q&A: VAT and personal income tax declaration, and business registration requirements for a household trading feed and farming fish

Hỏi đáp: Kê khai thuế GTGT, TNCN và đăng ký kinh doanh cho hộ kinh doanh vừa bán cám vừa nuôi trồng thủy sản

Tay Ninh Tax Department No. 8 clarifies: the household has two activities - selling animal feed (a VAT and personal income tax taxable activity) and farming fish in ponds for sale to traders (aquaculture produce exempt from VAT and personal income tax under Decree 181/2025/ND-CP and VAT law). When filing Form 01/CNKD, revenue from fish sales is not declared as taxable revenue (it is exempt); only feed trading revenue is declared. For aquaculture business registration, Tax Department No. 8 Tay Ninh advises the household to contact the commune-level economic office directly for guidance.

6/2/2026
Medium
Official Letter
Business Registration & Foreign Investment

Guidance on Completing Tax Obligations When Transferring a Household Business Registration

Hướng dẫn thủ tục hoàn thành nghĩa vụ thuế khi chuyển nhượng hộ kinh doanh

Tax Sub-Department No. 9 of Da Nang City advises a case where the former household business owner (ID 049090022529) transferred the business registration but the tax system still shows incomplete tax obligations. The tax authority determined that the household business has taxpayer type NNT 0300310 and a primary business registration (bran_type=9); tax obligations have been fulfilled but the dissolution/cessation application has not yet been submitted to the Business Registration Authority. To resolve this, the former owner must submit a dissolution/business cessation application to the Business Registration Authority. Once the authority updates the status to 01, the tax authority can complete the process allowing new digital signature registration. Tax Sub-Department No. 9 Da Nang (phone: 0235.3851210) is available for direct contact.

5/22/2026
Low
Official Letter
Business Registration & Foreign Investment

Q&A: Can Audited Financial Statements Serve as Proof of Capital Contribution for Business Registration Changes?

Hỏi đáp: Báo cáo tài chính đã kiểm toán có được chấp nhận làm bằng chứng góp vốn điều lệ?

A company asked the Ministry of Finance whether audited financial statements qualify as 'other documents proving completed capital contribution' under point d, clause 12, Article 3 of Decree 168/2025/ND-CP when filing to change its charter capital. The Ministry of Finance noted that Decree 168/2025/ND-CP sets out the types of documents that may serve as proof of capital contribution. However, rather than confirming or denying directly, the Ministry directed the company to contact the provincial Business Registration Authority where the company is headquartered, as that body is responsible for receiving filings and assessing their validity. In practice, audited financial statements may fall under the catch-all 'other documents' in point d, but this was not confirmed by the Ministry - companies should consult their provincial Business Registration Office directly.

2/27/2026