Decree No. 288/2026/ND-CP amends Decree No. 122/2021/ND-CP by substantially increasing administrative fine levels across multiple enterprise registration violations. Most notably, it tightens regulations on "beneficial owners", by increasing maximum fines reaching up to VND 100,000,000.
1. Dishonest, Inaccurate, or Failing to Declare
- Amendment to Article 43: Imposes a fine ranging from VND 30,000,000 - 70,000,000 for making dishonest or inaccurate declarations in dossier for initial registration, amendments, or dissolution of enterprises, branches, representative offices, or business locations; or information regarding beneficial owners.
- Addition of Clause 4, Article 46:Imposes a fine ranging from VND 50,000,000 - 100,000,000 for failing to declare information on beneficial owners (or information to identify beneficial owners) at the time of initial enterprise registration; alongside a remedial measure requiring full declaration of the information.
2. Violations of Enterprise Registration Amendment timelines
Comprehensive amendment to Article 44 regarding late registration or notification of changes to Enterprise Registration Certificates, operation of branches/representative offices/business locations, suspension or resumption of business, and establishment of overseas branches/representative offices:
| Fine | Violation | Remedial measures |
|---|---|---|
| Warning | Overdue by 1 to 10 days | Compulsory provide all required information in full. |
| VND 10,000,000 – 20,000,000 (up from VND 3,000,000 - 5,000,000) | Overdue by 11 to 30 days | |
| VND 30,000,000 – 40,000,000 (up from VND 5,000,000- 10,000,000) | Overdue by 31 to 90 days | |
| VND 50,000,000 – 60,000,000 (up from VND 10,000,000- 20,000,000) | Overdue by 91 days or more | |
| VND 30,000,000 – 70,000,000 (up from VND 20,000,000- 30,000,000) | Failure to register changes | |
| VND 70,000,000 – 100,000,000 | Failure to supplement beneficial owner information in the latest registration amendment dossier for enterprises established prior to July 1, 2025 |
3. Violations regarding reporting requirement
Amendments and additions to Article 48 increase fine thresholds and revise remedial measures for reporting violations.
| Fine | Violation | Remedial measures |
|---|---|---|
| VND 20,000,000 – 30,000,000 (up from VND 10,000,000 - 15,000,000) | Submitting incomplete reports/information or failing to meet reporting deadlines upon request | Compulsory submission of missing information |
| VND 40,000,000 – 50,000,000 (up from VND 15,000,000 - 20,000,000) | Failure to suspend/terminate business activities in conditional business sectors; or Failure to change company name infringing intellectual property rights upon request | Compulsory change of enterprise name or removal of intellectual property infringing elements |
| VND 50,000,000 – 70,000,000 | Failure to report/provide requested information; or Providing dishonest/inaccurate information upon request | Compulsory submission or re-provision of accurate information |
Strategic actions
To ensure regulatory compliance and optimize operations under the heightened legal sanction framework, enterprises should immediately implement the following three action steps:
Review & Supplement Beneficial Ownership information
Enterprises established after July 1, 2025: Register comprehensive beneficial ownership information upon initial incorporation filing. Enterprises established prior to July 1, 2025: Update and supplement beneficial owner details in the next nearest filing for enterprise registration amendments or notifications.
Establish a statutory timeline compliance tracking mechanism
Proactively prepare and track all corporate changes (capital, address, branches, operational status) to submit within statutory deadlines.
Conduct rigorous information reconciliations
Strictly verify the absolute accuracy of all supporting documents and explanatory reports submitted to licensing authorities.
QUOTE: ENTERING COMPLIANCE RIGOR
Adhering to statutory deadlines and ensuring transparency in corporate registration are vital to safeguarding budget and corporate reputation. Specifically, beneficial ownership disclosure is now a mandatory legal obligation.
