RESOLUTION 12/2026/NQ-HDND: WHAT SHOULD ENTERPRISES PAY ATTENTION TO THE REDUCTION OF DOSSIER COMPONENTS?

Effective from July 1, 2026, Resolution No. 12/2026/NQ-HDND of the Hanoi City People's Council has adjusted a number of administrative procedures in the field of business registration in the direction of streamlining the composition of dossiers and shortening the processing time. This is a positive step in reforming administrative procedures, but it is also easy for businesses to misunderstand that documents that no longer have to be submitted do not need to be kept. In fact, this interpretation has many potential legal risks. The following article will show the components of the documents that are cut and explain why businesses still need to prepare and store these documents completely.

1. Streamlining business registration procedures according to Resolution 12/2026/NQ-HDND

1.1. Types of documents that are reduced when carrying out business registration procedures

One of the notable points of Resolution 12/2026/NQ-HDND is the reduction of the components of the dossier that must be submitted when carrying out some business registration procedures. Specifically, Clause 1, Article 4 stipulates that enterprises are no longer required to submit the following documents to the Business Registration Authority:

- Charter of the company;

- A copy of the minutes of the meeting on the establishment of a branch or representative office when carrying out procedures for registration of the establishment of a domestic branch or representative office;

- A copy or the original of the minutes of the meeting of the Board of members on the change of charter capital;

- The latest financial statement to the time of deciding on the reduction of charter capital in case a limited liability company with two or more members reduces its charter capital in the following cases:

• Return part of contributed capital to members according to the proportion of contributed capital after operating continuously for 02 years or more from the date of establishment and still ensure full payment of debts and property obligations;
• The company repurchases the member's contributed capital in accordance with Article 51 of the Law on Enterprises, including: in case the member has voted against the resolution or decision of the Board of members related to the rights and obligations of the Board of members; reorganization of the company or other cases as prescribed in the company's charter.

1.2. Shorten resolution time 

In addition to reducing the composition of the dossier, Article 6 of Resolution 12/2026/NQ-HDND also stipulates the shortening of the processing time for a number of business registration procedures, specifically:

- 02 working days from the date of receipt of complete dossiers for procedures for registration of enterprise establishment (including private enterprises, limited liability companies, joint-stock companies, partnerships, enterprises established on the basis of division, separation or consolidation) and registration of branch operations, representative offices, business locations; notice of establishment of overseas branches or representative offices;

- 04 working days from the date of receipt of a complete dossier for procedures for termination of operation of branches, representative offices, business locations and dissolution of enterprises. 

2. Why do businesses still need to store these types of records?

2.1. Company Charter

Although no longer a component of the dossier that must be submitted in some business registration procedures, the company's charter is still a fundamental legal document regulating the organization and operation of the enterprise. The Charter stipulates important contents such as the rights and obligations of members/shareholders, the organizational structure of management, the authority of each agency in the enterprise, the order of adoption of decisions, as well as the principles of profit distribution and loss handling. Therefore, the development and full preservation of the Charter not only serves internal governance but also serves as an important basis for resolving disputes arising in the course of operation.

2.2. Minutes of the meeting

The minutes of the meeting are the basis for proving that the meeting was convened in the right order, eligible for conduct, meeting the voting ratio as prescribed and the decision was passed in accordance with the competence. When disputes arise between members, shareholders or when the competent authority requests an explanation, this is one of the important documents to prove the legality of internal decisions.

2.3. Financial Statements

In case of reduction of charter capital of a limited liability company with two or more members, the latest financial statement, although no longer required to be submitted with the registration dossier, is still an important document. The financial statements reflect the financial situation of the enterprise and serve as a basis to prove that the capital reduction is carried out in accordance with the provisions of law. In case a state agency conducts a post-inspection or a dispute arises with a member, creditor or partner, the enterprise may still have to present this document to prove the legality of the capital reduction and protect its legitimate rights and interests.

See more: Learn about the construction and importance of internal business documentation

3. What businesses should do 

In order to both take advantage of the benefits of simplifying administrative procedures and limit legal risks, businesses should:

- Prepare all internal documents before carrying out any procedures for changing business registration;

- Systematically archive decisions, resolutions, meeting minutes, authorization documents and related documents;

- Establish electronic and paper records management processes to ensure traceability when needed;

- Regularly review legal documents to ensure completeness and consistency with information registered with state agencies.

Above is an overview of the outstanding changes of Resolution 12/2026/NQ-HDND in the field of business registration. Businesses need to properly understand the scope of the new regulations to ensure compliance with the law, and at the same time avoid errors in the process of managing and storing internal records. In case of needing advice on business registration procedures or legal issues related to business operations, Lexsol is always ready to accompany and provide appropriate legal solutions.