On 17 June 2025, the National Assembly passed the Law Amending and Supplementing a Number of Articles of the Law on Enterprises No. 76/2025/QH15 (the “Amended Law on Enterprises”). Simultaneously, Decree No. 168/2025/ND-CP dated 30 June 2025 of the Government on enterprise registration (the “Decree 168/2025”) was promulgated and shall take effect concurrently with the Amended Law on Enterprises as of 01 July 2025. One of the key changes introduced by the Amended Law on Enterprises is the incorporation of the concept of the “beneficial owner of an enterprise” (“Beneficial Owner”), along with related obligations imposed on enterprises.

The introduction of regulations on Beneficial Owner in Vietnam has been driven by the country's commitment to being removed from the “grey list” of FATF of jurisdictions under increased monitoring, to which Vietnam was added in June 2023. Decision No. 194/QĐ-TTg dated 23 February 2024 set out a national action plan to strengthen anti-money laundering and counter-terrorist financing (AML/CFT) measures, including amending the Law on Enterprises with provisions on Beneficial Owner. Under the current applicable Law on Anti-Money Laundering No. 14/2022/QH15, which was promulgated by the National Assembly on 15 November 2022, financial institutions as well as organizations and individuals conducting business in certain designated non-financial sectors are required to conduct customer due diligence (KYC) to identify the beneficial owner in transactions. This law aligns with international standards and underscores the need to trace the individuals who ultimately control a business.

At the international level, “beneficial ownership” has been a widely recognized concept. To date, the majority of jurisdictions worldwide have adopted regulations concerning Beneficial Owner, including most Southeast Asian countries and China. In general, these jurisdictions have set a specific ownership threshold—ranging from 10% to 25% of equity capital to identify the true beneficial owner of a legal entity. In addition, the definitions of Beneficial Owner in these jurisdictions commonly mention control, influence, or both direct and indirect ownership of an enterprise.

The Amended Law on Enterprises and Decree No. 168/2025 have reflected Vietnam’s efforts to align with international standards on corporate ownership transparency through the adoption of regulations on Beneficial Owner.

The article hereunder outlines the definition of the “beneficial owner of an enterprise” as provided under the Amended Law on Enterprises and Decree 168/2025 and summarizes related obligations imposed on enterprises.

1. Concept of "Beneficial Owner of an Enterprise"

Under the Amended Law on Enterprises, a Beneficial Owner is defined as follows:

“A beneficial owner of an enterprise with legal entity status (hereinafter referred to as beneficial owner of an enterprise) is an individual who has actual ownership of the charter capital or has control over such enterprise, except for the person directly representing the owner at an enterprise wholly owned by the State, and the person representing State capital in a joint-stock company or a multi-member limited liability company in accordance with the laws on the management and investment of State capital in enterprises.”

1. An individual who directly or indirectly owns 25% or more of the charter capital or 25% or more of the total voting shares of the enterprise. In this context, indirect ownership refers to the situation where an individual holds 25% or more of the charter capital or voting shares through another legal entity;
2. An individual who has the right to exercise control over the adoption of at least one of the following matters: the appointment, dismissal, or removal of the majority or all members of the Board of Directors; the Chairperson of the Board of Directors; the Chairperson of the Members' Council; the legal representative, director, or general director of the enterprise; amendments or supplementations to the enterprise’s charter; changes in the enterprise’s organizational and management structure; or the reorganization or dissolution of the enterprise (“Controlling Individual”).

2. Related obligations of the enterprises

2.1. Declare, supplement, and notify the provincial business registration authority of changes in information regarding Beneficial Owner

The founder of an enterprise, the enterprise are obliged to declare and notify the provincial business registration authority of information regarding the Beneficial Owner, as follows:

1. An individual being shareholder who holds 25% or more of the total voting shares;
2. An individual being member of the company who holds 25% or more of the charter capital of a partnership or a multi-member limited liability company;
3. An individual who is the owner of a single-member limited liability company.

The founder of an enterprise, the enterprise shall be responsible for identifying the Beneficial Owner being Controlling Individual and for declaring and notifying the provincial business registration authority accordingly (if any).

In addition, the founder of an enterprise, the enterprise shall also declare and notify the provincial business registration authority of information necessary to identify the Beneficial Owner, specifically information on any shareholder that is an organization holding 25% or more of the total voting shares. Such information on the shareholder being organization shall include name of the organization, enterprise code/incorporation number, date of issuance, place of issuance, registered head office address, and the percentage of total voting shares held.

These requirements are introduced to address issues such as “nominee ownership” or “authorized ownership,” where individuals or entities conceal their control through legal owners, often to facilitate illicit activities such as money laundering or tax evasion.

2.1.1. Declare information on Beneficial Owner with regard to newly established enterprises

According to the Amended Law on Enterprises and Decree 168/2025, newly established enterprises are required to declare information on Beneficial Owner by submitting a list of Beneficial Owner as part of the enterprise registration dossier, applicable to partnerships companies, limited liability companies, and joint-stock companies.

The list of Beneficial Owner shall include, at a minimum, the following details: full name; date of birth; nationality; ethnicity; gender; contact address; percentage of ownership or controlling rights; and information on identity of the Beneficial Owner.

2.1.2. Supplement information on Beneficial Owner for enterprises established prior to the effective date of the Amended Law on Enterprises

Enterprises established prior to the effective date of the Amended Law on Enterprises shall have the obligation to supplement information on Beneficial Owner (if any) and information necessary to identify Beneficial Owner (if any) at the time of carrying out procedures for registration of changes in the enterprise registration contents, procedures for notifying of change in the enterprise registration contents most recently, unless the enterprise requests to changes in such information at an earlier time.

2.1.3. Notify changes in information regarding Beneficial Owner previously declared/supplemented

Article 1.13 of the Amended Law on Enterprises requires that such enterprises notify the business registration authority in the event of any change in information on Beneficial Owner, except for listed companies and companies registered for securities trading.

To give effect to this provision, Article 52.1 of Decree 168/2025 requires that, within ten (10) days from the date of any change in the information on Beneficial Owner or the percentage of ownership declared with the provincial business registration authority, the enterprise must notify the provincial business registration authority. The dossier shall include a notice of change in the enterprise registration contents and the updated list of Beneficial Owner.

Article 52.2 of Decree 168/2025 further requires that, within ten (10) days from the date of any change in information on any shareholder that is an organization holding 25% or more of the total voting shares in a joint-stock company, the enterprise must notify the provincial business registration authority. The dossier shall include a notice of change in the enterprise registration contents and the list for identifying Beneficial Owner.

2.2. Collect, update, store, and provide Information on Beneficial Owner

Enterprises shall collect, update, and store information on Beneficial Owner and provide such information to competent state authorities for the purpose of identifying Beneficial Owner upon request.

Enterprises shall store, in addition to other documents as required by law, the list of Beneficial Owner (if any) at the head office or at another location as stipulated in the company’s charter; the storage period shall be in accordance with the law. The list of Beneficial Owner must be stored in the form of a physical document or an electronic document.

While the regulations on Beneficial Owner aim to enhance transparency, they also pose certain challenges for businesses, particularly those with complex ownership structures. The requirement to update and/or disclose ownership details may risk exposing sensitive commercial arrangements that some businesses prefer to keep confidential. Additionally, small and medium-sized enterprises may lack the resources or expertise to ensure full compliance, resulting in increased administrative burdens.

Disclaimer: This publication is for general update. This should not constitute our professional advice for a particular case, entity, or any person. Should you need further information on the matter or our professional assistance for your specific cases, please contact us.