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Vietnam’s New Enterprise Registration Rules: Strengthening Corporate Transparency and Digital Governance
Vietnam's enterprise register increasingly aims to identify the natural persons who ultimately own or control a company, not merely its legal owners. Decree No. 296/2026/ND-CP, in force since 23 July 2026, amends Decree No. 168/2025/ND-CP on enterprise registration. While the overall framework remains largely unchanged, the new rules introduce stricter procedural requirements.
Enterprises must first identify individuals holding at least 25% of charter capital or voting shares, directly, indirectly or together with family members or contractual partners; all general partners of partnerships also qualify. Only if no one qualifies, or there are grounds to doubt the result, does control over key decisions become decisive. Failing both, the manager with the highest authority qualifies. Layered groups must look through each ownership level.
Key filings through an authorised representative now require electronic authentication by both the representative and the authorising person. Business suspension is capped at 24 consecutive months, including for existing suspensions, and registration updates remain mandatory during suspension.
Given the interpretative scope of the effective-control test, enterprises should document their beneficial ownership assessments and review the status of dormant subsidiaries.
Contributed by Luther Vietnam
Direct Power, Wider Access: Decree 243 Rewires Vietnam's Direct Power Purchase and Rooftop Solar Framework
Vietnam’s evolving energy framework may create new opportunities to manage electricity costs and advance sustainability goals. Decree 243/2026/ND-CP, in force since 26 June 2026, widens access to direct power purchases and liberalises rooftop solar rules. It amends Decree 57/2025/ND-CP on direct power purchase agreements and Decree 58/2025/ND-CP on renewable energy.
Licensed retailers in zones and clusters become direct participants, buying from generators or investing in their own renewable sources, though those in urban areas and free trade zones are excluded from grid-connected deals. Data centres now qualify as large consumers for grid-connected purchases. Under Circular 29/2026/TT-BCT, the monthly threshold for off-grid purchases has fallen from 200,000 kWh to 20,000 kWh, but not for grid-connected purchases.
Under both decrees, rooftop solar surplus sold to the grid may reach 50% of output, up from 20%; for self-consumption systems, a higher share may be agreed until 31 December 2030, subject to grid capacity and safety. Off-grid supply and surplus sales to zone retailers are now freely priced, while surplus sold to power companies stays capped. Grid-connected registration drops from seven steps to three.
Existing agreements and certificates remain valid but may be amended by mutual agreement. Businesses should review their current arrangements to determine whether the revised framework offers opportunities to improve electricity procurement and renewable energy strategies.
Contributed by Luther Vietnam
