In the context of requirements for transparency in business activities, identifying actual ownership and control within an enterprise has become a critical element of modern corporate governance. Accordingly, with Law on amendments to Law on Enterprises dated 17 June 2025 (“Law on Enterprises 2025”) and Decree No. 168/2025/ND-CP dated 30 June 2025 (“Decree 168”) coming into effect, the Vietnamese enterprise legal system has, for the first time, recorded regulations on beneficial owners and established specific obligations for enterprises regarding this matter.
This article provides an overview and certain information regarding the beneficial ownership regime and the legal obligations that enterprises should be mindful of under current regulations.
- Overview of Beneficial Owners
Pursuant to Article 1.(1).(d) of Law on Enterprises 2025, beneficial owner of an enterprise having juridical person status (“Beneficial Owners”) means an individual who has actual ownership of charter capital of or has controlling interest in that enterprise, except a direct representative of owner in a wholly state-owned enterprise or a representative for the State’s portion of capital at a joint-stock company or a multi-member limited liability company in accordance with regulations of law on management and use of state capital in enterprises.
Based on the above regulations, a Beneficial Owner is an individual who meets at least one of the following criteria:
- – directly or indirectly owns at least 25% of the charter capital of that enterprise or at least 25% of its total voting shares; or
- – has the right to control the ratification of decisions on at least one of the following matters: Appointment, dismissal, or removal of the majority or all of members of the Board of Directors, the Chairperson of the Board of Directors, or the Chairperson of the Board of Members; the legal representative, Director or General Director of the enterprise; revisions to the enterprise’s charter; changes in the organizational structure of the company; reorganization or dissolution of the company.
These regulations indicate that Vietnamese enterprise law has shifted its focus from legal ownership to the nature of actual ownership and control, aligning with international practices in corporate governance and the prevention of financial and legal risks.
- Obligations relating to Beneficial Owners that enterprises must ensure compliance with
Under the new legal framework, enterprises are subject to several compliance obligations regarding Beneficial Owners as follows:
- – Obligation to identify and declare information of Beneficial Owners
Enterprises are obliged to proactively identify and declare information regarding Beneficial Owners to the relevant provincial-level business registration authority from the time of incorporation and throughout their operations. Consequently, enterprises must review their ownership structure and internal control mechanisms to identify individuals meeting the criteria of a Beneficial Owner, including: (i) Individuals who are shareholders holding at least 25% of total voting shares; (ii) Individuals who are partners/members holding at least 25% of the charter capital of a partnership/multi-member limited liability company; (iii) Individual who is the owner of a single-member limited liability company. In cases where a shareholder is an organization owning 25% or more of the total voting shares, the enterprise is also obliged to declare the legal information of that organization.
The declaration of information should not be limited to identifying the status of such an individual but should also involve the provision of comprehensive identification details, specifically including: full name; date of birth; gender; nationality; ethnicity; contact address; personal legal document information; and ownership ratio.
If a Beneficial Owner is identified through de facto control or influence rather than ownership ratio, the enterprise is responsible for clearly declaring the grounds for such controlling power and recording the relevant information in the List of Beneficial Owners.
- – Obligation to store information for Beneficial Owners
Enterprises are responsible for establishing and maintaining a List of Beneficial Owners as declared to the relevant provincial-level business registration authority. This list must be kept at the enterprise in either physical (hard copy) or electronic format for internal use and to provide information upon request from competent state authorities.
- – Obligation to notify changes in Beneficial Owner information
Enterprises are obliged to notify the provincial-level business registration authority of any changes relating to information on the Beneficial Owner or the previously declared ownership ratio. Such notification must be carried out within 10 days from the date the change arises, regardless of the cause of the change, including capital transfer, corporate restructuring, or other control agreements.
The Beneficial Owners regime plays a fundamental role in enhancing transparency and corporate governance efficiency in accordance with international practices. In practice, full compliance with relevant obligations enables enterprises to proactively manage legal risks and enhance credibility in relations with state management agencies, credit institutions, and investors.
Time of writing: 20 January 2026
The article is based on the current law at the time of recording as above and may no longer be relevant at the time readers access this article due to changes in applicable law and specific cases that the reader wants to apply. Therefore, the article is for reference only
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