VI In business practice, having another person act as a nominee when contributing capital to establish a business or making a capital contribution is relatively common. However, this practice also poses significant risks. In an effort to comprehensively address this situation and increase transparency in the investment environment, the Government has issued Decree No. 168/2025/ND-CP (as amended and supplemented by Decree No. 296/2026/ND-CP), introducing significant changes that directly affect the rights and obligations of individuals and organizations participating in capital contributions to businesses. So, from July 23, 2026, are organizations and individuals still permitted to have someone else registered as the capital contributor on their behalf? To ensure legal compliance and avoid unnecessary legal risks, let us explore the latest regulations in detail in the article below.
- From July 23, 2026, can an organization or individual nominate someone else to contribute capital to a business on their behalf?
In the past, having another person act as a nominee when establishing a business or contributing capital to a business was relatively common. However, this practice carries numerous risks, including internal disputes and loopholes that may facilitate fraudulent activities or the avoidance of legal responsibilities.To enhance transparency in the business environment, Clause 1, Article 4 of Decree No. 168/2025/ND-CP (as amended and supplemented by Decree No. 296/2026/ND-CP) specifically provides that:
– A business founder or business must self-declare its business registration documents and bear legal responsibility for the legality, truthfulness, and accuracy of the information declared in the business registration dossier and reports.
– Owners, shareholders, and members of a company must fully comply with the regulations on contributed assets under Clause 2, Article 34 of the Law on Enterprises and may not register themselves as nominees for another person when contributing capital to a business.
Accordingly, from July 23, 2026, the law officially prohibits organizations and individuals from registering themselves as nominees for another person when contributing capital, purchasing shares, or purchasing capital contributions in a business. This means that an individual or organization whose name appears on the Enterprise Registration Certificate, the Shareholder Register, or the Member Register must be the actual person or entity contributing the capital and owning the relevant shares or capital contribution.
- The right to establish a business and the obligation to register the business
Under Article 5 of Decree No. 168/2025/ND-CP (as amended and supplemented by Decree No. 296/2026/ND-CP), regarding business establishment registration, the law provides the following rights and obligations for both business founders and competent authorities:
– Establishing a business in accordance with the law is a right of individuals and organizations and is protected by the State.
– Business founders or businesses are obliged to fully and promptly comply with business registration requirements and publicly disclose information regarding the establishment and operation of the business.
– Business registration authorities and other authorities are prohibited from causing difficulties or harassment to organizations or individuals when receiving dossiers and processing business registration procedures.
– The law respects and encourages the freedom of individuals and organizations to conduct business in industries and sectors that are not prohibited by law. However, alongside this right, business founders must strictly comply with business registration obligations to ensure proper state management and regulatory order.
- Authorization to carry out business registration procedures
To save time and facilitate the process for investors, organizations, and individuals, the law allows business founders to authorize other individuals or organizations to carry out business registration procedures. However, both the authorizing party and the authorized party are legally responsible for the legality, truthfulness, and accuracy of the authorization.
Under Article 12 of Decree No. 168/2025/ND-CP (as amended and supplemented by Decree No. 296/2026/ND-CP), a person authorized to sign an application for business registration may authorize another organization or individual to carry out business registration procedures in accordance with the following provisions:
– Authorization to an individual: The business registration dossier must include a written authorization for the individual to carry out procedures related to business registration. This authorization document is not required to be notarized or certified.
– Authorization to an organization: The business registration dossier must include a copy of the authorization agreement authorizing the organization to carry out procedures related to business registration, together with an introduction letter or document assigning duties from that organization to the individual who will directly carry out the relevant business registration procedures.
– Authorization to a public postal service provider: When carrying out business registration procedures, the postal employee must submit a copy of the application submission slip in the form issued by the public postal service provider, bearing the signatures of both the postal employee and the person authorized to sign the application for business registration.
– Authorization to a postal service provider that is not a public postal service provider: The procedures specified in Clause 2 of this Article shall apply.
Note: The authorizing party and the authorized party must complete electronic authentication in order for the business registration to be issued when carrying out procedures for business establishment registration.
If electronic authentication is interrupted, the authorizing party shall complete electronic authentication after the business registration has been issued.
If the authorizing party does not confirm the authorization, or confirms that they did not authorize the business registration procedures, the provincial-level Business Registration Authority shall require the business to report on its compliance with the provisions of the Law on Enterprises in accordance with Point c, Clause 1, Article 216 of the 2020 Law on Enterprises.
If the authorizing party does not yet have an electronic identification account for electronic authentication, the business registration dossier must include a copy of the authorizing party’s Identity Card, Citizen Identity Card, passport, foreign passport, or another valid document serving as a substitute for a foreign passport.
