Authority to sign and submit applications for changes in enterprise registration content under decree 168/2025/NĐ-CP and Circular 68/2025/TT-BTC

On June 30, 2025, the Government issued Decree No. 168/2025/NĐ-CP on enterprise registration, replacing the previous Decree No. 01/2021/NĐ-CP. In addition, on July 1, 2025, the Ministry of Finance issued Circular No. 68/2025/TT-BTC promulgating templates for enterprise registration and household business registration. Decree 168/2025/NĐ-CP and Circular 68/2025/TT-BTC introduced several changes compared to Decree 01/2021/NĐ-CP and Circular 01/2021/TT-BKHĐT, including additional provisions on the authority to sign and submit applications for changes in enterprise registration content. 

1. Authority to sign applications for changes in enterprise registration content 

The dossiers, procedures, and processes for registering changes to enterprise registration content are specified in Chapter V of Decree 168/2025/NĐ-CP. Common changes enterprises often register for include changes to the company’s head office address, changes to the legal representative of limited liability companies or joint-stock companies, changes to charter capital, capital contributions, capital contribution ratios, and changes to members in multi-member limited liability companies. 

Circular 68/2025/TT-BTC has issued specific application templates, such as: Form No. 13 – Application for changing the legal representative, Form No. 15 – Application for changing the owner of a single-member limited liability company. For other changes (e.g. company name, head office address, charter capital, etc.), Form No. 12 – Application for changes in enterprise registration content – shall be used. 

First, regarding the application to change the owner of a single-member limited liability company, the authority to sign remains the same as in previous regulations, where both the former and new owners are required to sign the application. 

Second, for the application to change the company’s legal representative, the authority to sign remains similar to previous legal provisions. The authorized signatories include: 

• The Chairman of the Company/Chairman of the Members’ Council for single-member limited liability companies operating under the Chairman of the Company model/Members’ Council model;

• The Chairman of the Members’ Council for multi-member limited liability companies; 

• The Chairman of the Board of Directors for joint-stock companies³. 

Third, for applications involving other changes such as the company’s name or head office address, the authorized signatory is generally the legal representative. 

However, compared to Decree 01/2021/NĐ-CP and Circular 01/2021/TT-BKHĐT, Decree 168/2025/NĐ-CP introduces new regulations on signing authority in cases where the change of legal representative is accompanied by changes to other business registration content. Under the former regulations, the person authorized to sign the notification of change of legal representative was the same as the person signing the application. Under the new decree, the signatory for the application to change other business registration content is the same person authorized to sign the application for changing the legal representative (Chairman of the Company/Chairman of the Members’ Council, etc), excluding the application for changing the company owner. This differs from the previous regulation, which generally required the current legal representative to sign such notifications⁴. 

These provisions do not address the scenario where a court or arbitration tribunal appoints a person to carry out enterprise registration procedures, in which case the appointee signs the relevant section directly. 

2. Authority to submit applications for changes in enterprise registration content under Decree 168/2025/NĐ-CP 

Pursuant to Article 12 of Decree 168/2025/NĐ-CP, the authorized persons to sign enterprise registration applications include: the legal representative, the Chairman of the Company, the Chairman of the Members’ Council, the Chairman of the Board of Directors, and individuals/organizations authorized by these persons to submit the application via the National Business Registration Portal. 

Similar to the previous Decree 01/2021/NĐ-CP, in cases where authorization is granted to another individual or organization to carry out the procedures, a power of attorney or authorization contract along with a letter of introduction must be included in the application file submitted to the enterprise registration authority. 

However, under Decree 168/2025/NĐ-CP, both the authorizing party and the authorized party must complete electronic identification to carry out this procedure. If the e-identification process is interrupted, the authorizing party may authenticate electronically after the enterprise registration is granted. 

Notably, for companies where the person authorized to sign documents (legal representative, Chairman of the Company, Chairman of the Members’ Council, Chairman of the Board of Directors) has not yet completed electronic identification, the application dossier must include a valid copy of the legal identity document (e.g. citizen ID card, foreign passport, etc.) of the authorizing party. 

(3) Clause 2, Article 43 of Decree 168/2025/ND-CP 

(4) Clause 4, Article 43 of Decree 168/2025/ND-CP

Date Written: 20/07/2025

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