The Law on Enterprises 2025 introduces additional provisions strictly prohibiting falsification of enterprise registration dossiers and misrepresentation of charter capital. Below is an analysis of the legal implications and key compliance notes.
| Content | Significance | Required Actions |
| Amendment and supplementation of 02 prohibited acts: – Falsification or dishonest declaration; inaccurate declaration of information in enterprise registration dossiers and dossiers for registration of changes to enterprise registration contents. – Misrepresentation of charter capital through failure to fully contribute the registered capital, or failure to carry out procedures for adjustment of charter capital in accordance with the law; intentional misvaluation of contributed assets. | – Enhancing transparency and integrity in enterprise registration activities. – Preventing the situation where enterprises are established solely for unlawful purposes. – Protecting the legitimate rights and interests of business partners, investors, and the market: Ensuring that parties entering into transactions have access to accurate information, thereby avoiding risks arising from inaccurate or misleading data. – Strengthening the legal accountability of enterprises and their managers. | – Information in the Application for Enterprise Registration and dossiers for changes to enterprise registration must be truthful, accurate, and fully updated; no falsification, no use of forged documents, and no false declarations to satisfy conditions for enterprise establishment. – Charter capital must be registered in accordance with the actual contributed capital. In cases where the full capital contribution is not made within the statutory time limit, procedures for adjustment of charter capital must be carried out in compliance with legal regulations. |
1. Legal Context of Prohibiting Fraud in Enterprise Registration Dossiers
In the course of providing legal consultancy to enterprises and investors, DNP Viet Nam Law Firm has observed that enhancing transparency in enterprise registration dossiers is one of the key focuses of the amended Law on Enterprises 2025. The newly introduced provisions aim to prevent the misrepresentation of enterprise information or inflation of charter capital to create a misleading image of financial capacity.
This issue has previously caused significant risks for business partners, investors, and the market as a whole. The legal basis for this regulation is stipulated in Clause 5, Article 1 of the Law amending and supplementing the Law on Enterprises 2025, which revises Article 16 of the Law on Enterprises 2020. Accordingly, the law supplements and clarifies prohibited acts relating to enterprise registration dossiers and capital declaration. Fraudulent acts in enterprise registration may not only result in administrative sanctions but also give rise to legal liabilities for relevant individuals and organizations.
2. Prohibited Acts Related to Enterprise Registration Dossiers
Under the new provisions, falsification or dishonest declaration in enterprise registration dossiers is strictly prohibited. This includes providing inaccurate information, using forged documents, or making incorrect declarations in applications for enterprise establishment or changes to enterprise registration. Such acts may distort the legal status of enterprises and hinder state management activities.
In addition, the law prohibits the inflation of charter capital by failing to fully contribute the registered capital without carrying out the required procedures to adjust the capital. Some enterprises may intentionally declare a higher charter capital to enhance credibility or facilitate contract negotiations. However, the new regulation clearly states that overstating charter capital or improperly valuing contributed assets constitutes a prohibited act and may be subject to strict penalties.
3. Significance of the New Regulation for the Business Environment
Strengthening the prohibition of fraudulent declarations in enterprise registration dossiers enhances the transparency and integrity of the business registration system. When enterprise information is accurate and reliable, partners and investors can make informed decisions based on trustworthy data. This contributes to improving the overall quality of the business environment and increasing the safety of commercial transactions.
Moreover, the regulation helps protect the legitimate interests of investors, customers, and business partners. In practice, many commercial disputes arise due to discrepancies between declared information and the actual financial status or operational capacity of enterprises. Prohibiting such fraudulent acts will help mitigate these risks and reinforce the legal accountability of enterprises and their managers.
4. Key Compliance Notes for Enterprises
First, enterprises must ensure that all information provided in the enterprise registration application and any subsequent amendments is truthful, accurate, and promptly updated. Key details such as the legal representative, head office address, business lines, and charter capital must be carefully verified before submission. Providing inaccurate information, whether intentional or unintentional, may lead to serious legal consequences.
Additionally, enterprises must ensure that charter capital is fully contributed within the prescribed timeframe and in accordance with the registered amount. In cases where full contribution is not possible, enterprises are required to carry out procedures to adjust the charter capital in compliance with legal regulations. Proactively updating and correcting information will help enterprises avoid legal risks and administrative penalties.
5. Recommendations from DNP Viet Nam Law Firm
Based on extensive experience advising both domestic and foreign enterprises, DNP Viet Nam Law Firm recommends that companies establish internal legal compliance procedures for enterprise registration dossiers and capital contribution activities. Periodic legal reviews can help identify and promptly rectify potential errors.
Furthermore, enterprises should seek legal advice before implementing significant changes related to charter capital or ownership structure.
In the context of increasingly stringent legal requirements on transparency, compliance with regulations on truthful declaration of enterprise registration dossiers and charter capital is essential for sustainable business development. Should enterprises require assistance with business registration procedures, legal document review, or compliance advisory under the amended Law on Enterprises 2025, the legal team at DNP Viet Nam Law Firm is ready to provide comprehensive legal solutions and support enterprises in building a solid legal foundation for safe and effective operations in the modern business environment.
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