Decree No. 296/2026/ND-CP transforms corporate governance by eliminating paper-based filings, expediting licensing timelines, and enforcing strict beneficial ownership transparency alongside VNeID-based electronic identification.
1. Core regulatory changes under Decree 296/2026/ND-CP
- Paperless dossiers via inter-connected databases: Licensing authorities automatically extract data from national databases. Enterprises are exempt from submitting certified copies of existing digital records, such as Enterprise Registration Certificates (ERC), Tax Registration Certificates, Investment Registration Certificates, or capital contribution/equity acquisition approvals.
- Mandatory electronic authentication & Anti-nominee rules: Nominee arrangements for capital contributions are strictly prohibited to ensure transparent legal ownership. Applicants must self-declare registration dossiers via the National Public Service Portal or VNeID, accepting full legal liability for the legality, honesty, and accuracy of electronically verified declarations.
- Beneficial ownership disclosure: Enterprises are required to disclose natural persons who directly or indirectly own or control 25% or more of charter capital or voting shares. Determining ultimate beneficial owners may require enterprises to conduct a thorough look-through audit across intermediate corporate ownership layers.
2. Organizational E-Identification on VNeID & Requirements for legal representatives (Lrep)
- Mandatory Prerequisite for Lreps: The Lreps must possess an active Level-2 Personal E-ID Account on VNeID before activating the Organization's E-ID.
- Foreign Lreps: Foreign nationals serving as Lreps are required to register a Level-2 E-ID account in person at the Immigration Department or provincial-level Police authorities where they reside (submitting passport, temporary/permanent residence card, portrait photo, and biometric fingerprints).
- Entities with Multiple Lreps: In organizations with two or more Lreps, only one Lrep needs to log into VNeID and declare information after obtaining explicit consent from all other Lreps.
3. Implementation roadmap
| Execution steps | Detailed operational actions on VNeID | Method & Timeline |
|---|---|---|
| 1. Personal Login | Lrep logs into personal Level-2 VNeID account on a mobile device. | Format: 100% Online Dossier: No physical documents required Processing Time: 03 – 15 working days (subject to dossier status and system load). |
| 2. Select Function | On the VNeID homepage, select "Organizational Identification" banner and authenticate with Passcode/Biometrics. | |
| 3. Select Registration Role | Choose "Register Organizational Identification", then select the declaration role (Lrep or Authorized Person). | |
| 4. Enter Company Data | Accurately enter: Organization Type, Enterprise Name (per ERC), Enterprise Identification Number, Date of Establishment, and upload Logo (if applicable). | |
| 5. Verify Information | Carefully review all displayed data and check the box confirming information accuracy. | |
| 6. Submit Request | Click "Submit Request" and enter personal Passcode to approve submission. | |
| 7. Track & Receive Results | The system automatically receives the request; approval results for organizational e-ID are sent via VNeID notification or SMS. |
Strategic actions
To comply with the new regulations of Decree 296/2026/ND-CP, enterprises should take the following steps:
Audit & Complete Level-2 E-ID for Executive Leadership
Require all Lreps (especially foreign nationals) to complete Level-2 VNeID account registration prior to executing business registration or corporate amendment filings.
Standardize Corporate Master Data
Verify consistency between Company Name, Tax/Enterprise Identification Number, and Establishment Date on the ERC against data declared on VNeID to prevent automated system rejections.
Transition Public Transactions to Organizational E-ID
Once successfully activated, delegate access and utilize the Organizational E-ID account for public services, tax filings, and online administrative procedures to optimize processing timelines.
A DIGITAL BREAKTHROUGH IN CORPORATE DATA VIA VNEID
Organizational e-identification on VNeID serves not only as an online legal verification tool, but also as the core foundation for optimizing 100% of corporate registration and operational workflows in the digital space.
