Nguyen Minh Anh (from Hanoi) asks: I am planning to establish a company for business purposes; however, due to certain personal reasons, I do not wish to have my name appear on the business registration documents. Under the law, is it permissible for me to hire someone else to act as the named owner of the company on my behalf? What are the potential legal risks associated with this arrangement?
Lawyer Nguyen Thi Ngoc Mai, from the Hanoi Bar Association, provides the following advice: Article 1 of Decree 296/2026/ND-CP—which amends and supplements certain articles of the Government’s Decree 168/2025/ND-CP on enterprise registration—stipulates the following:
“1. The founder(s) of an enterprise or the enterprise itself shall be responsible for declaring the information in the enterprise registration application and shall be legally liable for the legality, truthfulness, and accuracy of all information provided in such applications and reports. Owners, shareholders, and members of a company must fully comply with the regulations regarding contributed assets as set forth in Clause 2, Article 34 of the Law on Enterprises; they are prohibited from acting as a ‘nominee’ (holding an interest on behalf of another person) for the purpose of contributing capital to an enterprise.”
Based on the above provision, current law does not permit an individual to hire or request another person to act as a nominee to hold an interest or contribute capital to an enterprise on their behalf.
Furthermore, if such an arrangement leads to the submission of untruthful or inaccurate information regarding enterprise registration—or regarding the ultimate beneficial owner(s)—the violating party may be subject to a fine ranging from 30 million to 70 million VND. Specifically, pursuant to Article 1 of Decree 288/2026/ND-CP—which amends and supplements certain articles of the Government’s Decree 122/2021/ND-CP on administrative penalties in the field of planning and investment—it is stipulated that:
“A fine ranging from VND 30,000,000 to VND 70,000,000 shall be imposed for the act of providing dishonest or inaccurate information in: applications for enterprise registration or for the registration of branches or representative offices; applications for changes to enterprise registration, branch or representative office operations, or business locations; notifications regarding changes to enterprise registration or the establishment of business locations; enterprise dissolution filings; or information concerning beneficial owners (including information used to identify such beneficial owners) within enterprise registration documents or notifications regarding changes to information about a company’s beneficial owners.”
The above provision reflects the legal stance that prohibits the practice of hiring or requesting another person to act as a nominee—using their name in place of one’s own—for the purpose of contributing capital to an enterprise.