Beneficial Owner Declaration for Businesses in Vietnam from 2025

As of July 1, 2025, enterprises in Vietnam will be required to declare information on their Ultimate Beneficial Owner (UBO) as a mandatory legal obligation, according to new regulations. The beneficial owner declaration not only helps increase transparency in corporate governance but is also an important step in meeting international commitments to prevent and combat money laundering and terrorist financing. The following article by Viet An Law will detail the new regulations, dossier components, declaration methods, submission time, and important notes for enterprises to implement correctly and promptly.

General regulations on beneficial owner declaration for businesses in Vietnam from 2025

Who is the beneficial owner of the business?

Pursuant to Article 4 of the Law on Enterprises 2020 (amended and supplemented by Point d, Clause 1, Article 1 of Law No. 76/2025/QH15), the provisions on beneficial owners of enterprises are as follows:

Beneficial owner of an enterprise having juridical person status (hereinafter referred to as “beneficial owner”) 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.

Which enterprises must declare beneficial owners?

According to Article 3 of Law No. 76/2025/QH15, for enterprises registered before July 1, 2025, the addition of information about the beneficial owner of the enterprise (if any), information to identify the beneficial owner of the enterprise (if any) shall be made when the enterprise submits the next application for registration of changes to enterprise registration information or notification of changes to enterprise registration information, unless a sooner addition of information is requested by the enterprise.

Criteria for determining beneficial owner declaration for businesses in Vietnam from 2025

Under Article 17 of Decree 168/2025/ND-CP on business registration, if an individual meets one of the following criteria, he/she will be considered a beneficial owner of the enterprise:

• Individuals who directly or indirectly own 25% or more of the charter capital or 25% or more of the total voting shares of an enterprise.
• An indirect owner is an individual who owns 25% or more of the charter capital or 25% or more of the total voting shares of an enterprise through another organization.
• An individual has the right to influence the adoption of at least one of the following matters:
• Appoint, dismiss, or remove the majority or all members of the board of directors, chairman of the board of directors, or chairman of the board of members;
• Legal representative, director, or general director of the enterprise;
• Amend or supplement the charter of the enterprise; change the organizational structure of the company;
• Reorganize or dissolve the company.

Beneficial owner declaration for businesses in Vietnam from 2025

Pursuant to Clause 5, Article 8 of the Law on Enterprises 2020 (supplemented by Clause 2, Article 1 of Law No. 76/2025/QH15), enterprises are obliged to collect, update, and retain information on beneficial owners of the business; provide information to competent state agencies to identify beneficial owners of the enterprise upon request.

Pursuant to Article 52 of Decree 168/2025/ND-CP, it is stipulated as follows:

Within 10 days from the date of a change in information about the beneficial owner of the enterprise or the ownership ratio declared to the provincial business registration authority as prescribed, the enterprise shall notify the provincial business registration authority. The dossier includes the following documents:

• Notice of change of business registration content;
• List of beneficial owners of the business.

After receiving the dossier, the provincial business registration authority shall issue a receipt of the dossier and schedule a return of results, and update data into the National Business Registration Information System within 01 working day from the date of receipt of a valid dossier.

In case the enterprise has a need, the provincial business registration authority shall issue a Certificate of change of business registration content to the enterprise.

Declaration of beneficial owner information and information to identify beneficial owners of the enterprise

According to Article 18 of Decree 168/2025/ND-CP, the person establishing the enterprise, enterprise is responsible for declaring and notifying the provincial business registration authority of information about the beneficial owner of the enterprise as follows:

• An individual is a shareholder owning 25% or more of the total number of voting shares.
• An individual is a member owning 25% or more of the charter capital of a partnership or a multiple-member limited liability company.
• An individual is the owner of a single-member limited liability company.

The enterprise founder or enterprise self-determines the beneficial owner of the enterprise as an individual who has the right to control the approval of at least one of the following issues:

• Appoint, dismiss, or remove the majority or all members of the board of directors, chairman of the board of directors, chairman of the board of members;
• Legal representative, director, or general director of the enterprise;
• Amend or supplement the charter of the enterprise;
• Change the company’s management structure;
• Reorganize or dissolve the company and declare and notify the provincial business registration agency (if any).

The enterprise founder or enterprise shall declare and notify the provincial business registration authority of information on shareholders who are organizations owning 25% or more of the total number of voting shares.

Information of organizational shareholders includes: Organization name, enterprise code/establishment decision number, date of issue, place of issue, head office address, and ownership ratio of total voting shares.

Maintain information about the beneficial owners of the business

According to Article 19 of Decree 168/2025/ND-CP, Enterprises shall keep the List of beneficial owners of the enterprise declared and notified to the provincial business registration authority as prescribed in this Decree in the form of paper documents or electronic documents.

Above is the latest update of Viet An Law on the beneficial owner declaration for businesses in Vietnam from 2025. If you have any related questions or need support, please contact Viet An Law for the best support!