Circular No. 121/2026/TT-BTC Amending and Supplementing Circular No. 68/2025/TT-BTC on Forms for Enterprise Registration and Business Registration
On 21 August 2026, the Ministry of Finance issued Circular No. 121/2026/TT-BTC amending and supplementing Circular No. 68/2025/TT-BTC on forms for enterprise registration and business registration, which takes effect from the same date (“Circular 121”).
The key changes introduced by Circular 121 include:
1. Replacement of Five Forms of Application for Enterprise Registration
Circular 121 replaces five forms of application for enterprise registration (for initial registration), applicable to: (i) private enterprises; (ii) joint stock companies; (iii) multi-member limited liability companies; (iv) single-member limited liability companies; and (v) partnerships.
The key changes to the new forms include: (i) the addition of information on the household business identification number in cases where a household business is converted into an enterprise; (ii) the addition of mandatory information on the List of Beneficial Owners of the Enterprise; and (iii) the addition of the Undertaking on Satisfaction of Market Access Conditions Applicable to Foreign Investors.
2. Abolition of Form No. 11 – Declaration of Information for Identification of Beneficial Owners of the Enterprise
Decree No. 296/2026/ND-CP amending and supplementing Decree No. 168/2025/ND-CP has revised the criteria for determining the beneficial owners of an enterprise. Accordingly, Form No. 11 (Declaration of Information on Beneficial Owners of the Enterprise) is no longer appropriate for use.
From 21 August 2026, enterprises shall use only Form No. 10 (List of Beneficial Owners of the Enterprise) to update beneficial ownership information for enterprises established before 1 July 2025 and to declare beneficial ownership information where there is a change.
It should be noted that, under Decree No. 296/2026/ND-CP amending and supplementing Decree No. 168/2025/ND-CP on enterprise registration and Decree No. 288/2026/ND-CP amending and supplementing Decree No. 122/2021/ND-CP on administrative penalties for administrative violations, enterprises are required to notify changes to beneficial ownership information within 10 days from the date of such change.
Enterprises should pay particular attention to updating beneficial ownership information relating to individuals who indirectly own charter capital or voting shares in the enterprise. To mitigate potential risks, enterprises should require their members and shareholders to promptly provide information on any changes to their ownership percentages, thereby facilitating the timely submission of the required notification in accordance with applicable regulations.
3. Replacement of Form No. 12 – Application for Registration of Changes to the Contents of the Enterprise Registration Certificate/Notice of Changes to Enterprise Registration Information
The most significant change to Form No. 12 is the application of a single form for beneficial ownership information in both of the following cases: (i) an enterprise established before 1 July 2025 updating its beneficial ownership information; and (ii) an enterprise notifying a change in its beneficial ownership information.
4. Replacement of Form No. 27 and Form No. 30
Circular 121 replaces Form No. 27 (Notice of Temporary Suspension/Resumption of Business Operations) and Form No. 30 (Notice of Dissolution).
For Form No. 27, a notable change is that the telephone number and email address of the enterprise’s legal representative are now mandatory fields that must be provided in the relevant document.
For Form No. 30, a notable change is the addition of a list of shareholders of an enterprise that has not yet been registered/listed.
5. Recommendations for Enterprises
Circular 121 takes effect immediately from 21 August 2026. Accordingly, enterprises that are currently conducting or preparing to conduct enterprise registration procedures should review their existing application dossiers and forms to ensure compliance with the new regulations.
One important matter that enterprises should consider is establishing internal procedures governing the obligation of members and shareholders who have family relationships, as well as institutional members and shareholders, to provide information, in order to ensure the complete and timely updating of beneficial ownership information under Decree No. 296/2026/ND-CP and thereby mitigate the risk of penalties under Decree No. 288/2026/ND-CP.
Should you require advice on the application of the new forms or other legal matters relating to enterprise registration, please contact BFSC Law LLC for further assistance.
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