Beneficial Ownership Registration Services in Vietnam

Effective from July 1, 2025, regulations regarding beneficial owners have become a critical component of corporate registration procedures in Vietnam. Subsequently, on July 23, 2026, Decree No. 296/2026/ND-CP was issued to amend and supplement Decree No. 168/2025/ND-CP, mandating that enterprises proactively identify, declare, and notify information regarding individuals who hold ultimate ownership or actual control over the corporate entity.

In practice, registering beneficial ownership involves far more than simply completing standard forms. Enterprises often need to conduct a thorough review of their ownership structures, member or shareholder registers, transfer histories, voting rights, control agreements, and historical filings to determine their exact statutory compliance obligations.

Beneficial ownership registration services in Vietnam provided by Viet An Law support enterprises through every stage of the process – from reviewing legal status, verifying corporate data and internal dossiers, to formulating compliance strategies, preparing required forms, executing statutory filings, and monitoring post-completion updates.

For in-depth analysis regarding the criteria for identifying beneficial owners, direct ownership, indirect ownership, or ultimate actual control, businesses may refer directly to Viet An Law’s specialized article, How to identify the beneficial owner of an enterprise in Vietnam.

Which enterprises are eligible for beneficial ownership registration services in Vietnam?

The need to register, supplement, or update information regarding beneficial owners may arise at various stages throughout a business’s operations.

Rather than waiting until a request is made by the business registration authority, businesses should proactively review the status of their information – particularly in the following circumstances.

Businesses require beneficial owner registration services

Newly established business registration in Vietnam

When establishing a business, the founder must declare information regarding the beneficial owner(s) as part of the application, in accordance with applicable regulations.

This declaration must be based on the actual ownership structure and the exercise of control at the time of establishment.

Therefore, during the preparation of the application, the business should review the following:

• Members or shareholders;
• Capital contribution ratios or shareholdings;
• Managers;
• Direct and indirect ownership structures;
• Any agreements that may influence the control of the business.

Conducting this review in advance helps minimize the need for subsequent amendments to the application, ensuring that the information provided about the beneficial owner(s) aligns with the actual structure of the business.

Enterprises established before July 1, 2025

For enterprises established before July 1, 2025, the obligation to provide information regarding beneficial owners may arise when the enterprise carries out procedures to register changes or notifies the authorities of amendments to changes to company registration in Vietnam.

Enterprises may also proactively review and supplement this information at an earlier stage, if they so choose.

Before initiating any new business registration procedure, an enterprise should verify:

• Whether information on beneficial owners has already been declared;
• Whether the previously declared data remains consistent with the current ownership or control structure;
• Whether any capital transfers or changes in control have occurred since the last declaration.

Conducting such a review in advance helps ensure that, when preparing documentation for corporate changes, the enterprise does not overlook its obligations concerning beneficial owners.

The enterprise has a change in its beneficial owners

Following the initial declaration, should there be any changes to the information regarding the beneficial owner or the declared ownership percentage, the enterprise must assess its obligation to notify the Business Registration Authority.

Transactions that typically necessitate such a review include:

• Transfer of capital contributions;
• Transfer of shares;
• Increase or decrease in capital;
• Changes in owpercentages of ownership
• Changes in shareholders or members;
• Corporate restructuring;
• Changes in voting rights;
• Changes in the mechanism of de facto control.

Under current regulations, in cases where notification is required, it must be submitted within 10 days from the date the change occurs.

Enterprises with complex ownership structures or control arrangements

The following types of businesses should strongly consider seeking professional advisory services:

Examples include:

• Entities with corporate members or shareholders;
• Structures involving multiple layers of ownership;
• Presence of a holding company;
• Involvement of foreign investors;
• Presence of multiple intermediary legal entities;
• Use of nominees or internal private agreements;
• Situations where voting rights do not strictly align with capital ownership percentages;
• Agreements that grant control to a specific individual or group of individuals.

In such cases, looking solely at the shareholders or members directly listed as owners may not fully reveal the ultimate controlling individual.

Decree 296/2026/NĐ-CP requires a review at every level of the ownership structure until the individual who effectively holds ultimate ownership or control is identified.

For a deeper understanding of the criteria for ownership and control, as well as the step-by-step identification process, please refer to the article: “How to Identify the Beneficial Owner of an Enterprise in Vietnam”.

Key compliance aspects reviewed by Viet An Law prior to service execution in Vietnam

Before proceeding with any filings, amendments, or updates to information, Viet An Law prioritizes reviewing the status of the business to accurately determine what needs to be addressed.

This approach helps avoid the pitfall of simply filling out forms when the declared data does not align with the company’s legal records or actual ownership structure.

Check current filing status

Viet An Law can assist your business in verifying the following:

• Whether the beneficial owners have been declared;
• Whether the previously declared list remains consistent with the current structure;
• Whether there have been any changes to members or shareholders since the last declaration;
• Whether there have been any shifts in capital proportions, voting rights, or control;
• Whether any procedures for amending the enterprise registration are currently being prepared;
• Whether the previously submitted documentation has been properly and fully retained.

For long-established businesses, this step is particularly important, as the obligation to provide updated information may arise concurrently with other enterprise registration procedures.

Review the personal information that needs to be declared

Personal information used for the registration of a beneficial owner must be consistent with their valid legal identification documents.

Data that typically requires review includes:

• Full name;
• Date of birth;
• Nationality;
• Identification details;
• Legal identification documents;
• Contact address;
• Other information as required by the applicable form.

If any personal information has changed, it must be determined whether such a change triggers an obligation to update the information or provide notification.

Review internal records to serve as a basis

For businesses with complex ownership structures, the review process should not be limited to personal identification documents.

Depending on the specific case, Viet An Law may request that the business provide the following:

• The company charter and any amendments thereto;
• The register of members;
• The register of shareholders;
• A list of members or shareholders;
• Records of capital contributions;
• Documentation regarding the transfer of capital contributions or shares;
• Internal resolutions and decisions;
• Agreements between members or shareholders;
• Records of any entities that hold capital in the business;
• Documentation illustrating the ownership chain;
• Documentation demonstrating voting rights or actual control.

These materials serve as a basis for cross-referencing the information declared against the actual legal status of the business.

Check for consistency across data sources

An important principle is to ensure consistency of information across the entire chain of documentation:

Business registration dossier → Charter → List of members/shareholders → Capital contribution/transfer records → Control structure → List of beneficial owners.

If discrepancies in information arise among these documents, the enterprise should identify the root cause and rectify the issues before proceeding with any formal procedures.

This is also a key aspect of the beneficial owner registration service offered by Viet An Law, particularly for enterprises that have been in operation for many years or have undergone multiple capital transfers.

Post-review compliance strategies for different enterprise statuses in Vietnam

Not all businesses register or update their beneficial ownership information in the same way.

Viet An Law determines the appropriate approach based on the specific circumstances of each business.

Pursuant to Clause 1, Article 52 of Decree 168/2025/NĐ-CP, enterprises must notify the Business Registration Authority within 10 days of any change to previously declared information regarding beneficial owners or ownership percentages, provided such changes are subject to the notification requirement.

Decree 296/2026/NĐ-CP has introduced amendments to this regulation. Consequently, enterprises should avoid the mechanical use of forms or guidance materials based on the old regulations; instead, they must verify the current legal status at the time of submission.

Accurately determining the enterprise’s status prior to preparing documentation helps prevent the inappropriate use of a standardized set of documents for all scenarios.

How Viet An Law executes beneficial ownership registration services in Vietnam?

Process of ultimate beneficial owner registration service

Viet An Law’s services are delivered according to the following principle:

Preliminary review – strategy determination – procedural execution – post-registration follow-up.

Step 1: Receive information and requirements from the business

Viet An Law receives basic information and documentation, including:

• Enterprise Registration Certificate;
• Charter;
• Information on members or shareholders;
• Ownership structure;
• Transfer documentation;
• Details of the proposed corporate changes;
• Other relevant documents.

Based on this, Viet An Law determines the specific category applicable to the enterprise, such as:

• Initial filing;
• Supplementation of information;
• Updating of information;
• Notification of changes following an initial filing;
• Or a process carried out concurrently with another corporate registration procedure.

Step 2: Review of legal status and internal records

Viet An Law examines the current filing status, cross-references business registration data with internal records, and identifies any information that requires supplementation.

For enterprises with:

• Corporate entities as shareholders/capital contributors;
• Foreign investors;
• A holding company structure;
• Multi-layered ownership;
• Or control exercised through means other than simple equity percentages;

the scope of the review may be expanded to reflect the actual ownership structure.

Step 3: Determine the appropriate course of action

Based on the review results, Viet An Law will determine the suitable approach, which may include:

• Declaring the information alongside the business incorporation documents;
• Adding the information during a subsequent amendment to the business registration;
• Proactively submitting the additional information;
• Updating previously declared data;
• Notifying authorities of changes resulting from shifts in ownership or control.

If the core issue involves identifying which individuals qualify as beneficial owners, Viet An Law will conduct an assessment based on current regulations and the specific structure of the business.

Step 4: Preparation and execution of tasks within the scope of services

Once the approach has been agreed upon, Viet An Law can provide the following support:

• Drafting notifications;
• Preparing forms;
• Compiling the list of beneficial owners;
• Guiding the enterprise in finalizing and signing the documentation;
• Representing the client or assisting with the submission of documents, as per the authorized scope;
• Monitoring the processing status;
• Coordinating any necessary revisions or supplements in response to valid requests from competent authorities.

Step 5: Hand over results and post-test instructions

After completion, Viet An Law hands over the documents and instructs the business to keep the documents.

Businesses should also establish internal focal points to monitor:

• Change members;
• Change of shareholders;
• Capital transfer;
• Change in ownership ratio;
• Change voting rights;
• Change of control.

Continuous monitoring helps businesses detect early cases where they must notify changes in beneficial owner information.

Key risks to review prior to implementing beneficial ownership registration services in Vietnam

Errors during the declaration process often stem not only from the forms themselves but also from a failure by the business to thoroughly review its ownership structure and the supporting documentation.

Beyond merely checking the person directly listed as the holder of capital:

Determining the beneficial owner does not necessarily end with the individual directly named as the holder of capital contributions or shares.

For enterprises with intermediary entities or multi-layered ownership structures, the review process may need to extend through each level to identify the individual who, in reality, holds ultimate ownership or control.

Consequently, enterprises with multi-layered ownership structures must exercise particular caution when compiling such lists.

Failure to re-verify information following changes in corporate structure

The fact that a file was previously approved does not mean the information contained therein can be considered permanently valid for future use.

In the event of:

• Capital transfers;
• Changes in shareholders;
• Changes in members;
• Changes in ownership percentages;
• Changes in voting mechanisms;
• Changes in control;

The enterprise must re-evaluate the information previously declared.

Inconsistent personal information

Discrepancies in documentation, the use of outdated data, or information that does not align with legal documents may require a business to amend its filings.

Before proceeding with any registration or update, a business should verify all personal information against valid, current legal documents.

Failure to track deadlines following changes

When changes occur that require notification, businesses must be mindful of the prescribed deadlines.

Therefore, companies should establish a mechanism to ensure that the legal department, corporate governance team, or the person responsible for documentation is informed immediately whenever a change arises.

Failure to retain documentation after completion

Enterprises are responsible for maintaining records of the list of beneficial owners that have been declared or notified through appropriate channels.

In practice, enterprises should retain the following:

• Submitted filings;
• The declared list;
• Supporting documentation;
• Records regarding the ownership structure;
• Outcomes of the procedures;
• Records of any subsequent updates.

Maintaining comprehensive records facilitates future cross-referencing whenever changes occur.

Frequently asked questions when using beneficial ownership registration services in Vietnam

Do enterprises established before July 1, 2025, need to provide additional information?

Enterprises established before July 1, 2025, should consider providing information regarding their beneficial owners when carrying out procedures to register changes or notifying authorities of updates to their business registration details, in accordance with applicable regulations.

Enterprises may also proactively review and submit this information earlier if they wish to do so.

Should enterprises that submitted declarations before July 23, 2026, conduct a review?

Yes, a review is advisable, especially for enterprises with complex ownership structures.

Decree 296/2026/ND-CP has amended the regulations concerning the identification and declaration of beneficial owners, placing greater emphasis on examining ownership chains and the ultimate effective control.

Consequently, previously submitted data may need to be cross-referenced against current regulations and the enterprise’s existing structure.

Is it necessary to provide notification when there is a change in beneficial owner information?

If a change occurs that falls under the category requiring notification, the enterprise must comply with the timelines and requirements set forth by current regulations.

Before proceeding, enterprises should cross-check their notifications, lists of beneficial owners, and internal documentation to ensure that all information is consistent.

Can an enterprise have multiple beneficial owners?

Yes.

The beneficial owner(s) of an enterprise with legal entity status may consist of one or more individuals who meet the criteria for ownership or ultimate effective control.

The specific determination depends on the structure of each individual enterprise.

Can enterprises with multi-layered ownership structures utilize the services of Viet An Law?

Yes. This is another instance where a legal review is of particular importance.

Viet An Law can examine multi-layered ownership structures, details regarding intermediary legal entities, capital proportions, and documentation related to control, in order to assist businesses in determining the appropriate approach for their declarations.

Is this service available to businesses with foreign investors?

Yes.

For businesses with foreign entities or investors among their owners, the scope of the review may extend to the structure of these foreign entities, their ownership chains, and information concerning the ultimate beneficial owners (individuals who exercise ultimate control).

Depending on the specific structure, a business may be required to provide additional documentation to clarify the ownership chain.

Can this be carried out concurrently with procedures for amending business registration in Vietnam?

This is possible, depending on the specific circumstances of the business.

Viet An Law will review any ongoing registration amendments to determine whether the disclosure of beneficial ownership information can – or should – be addressed simultaneously within the relevant filing documents.

How should a business maintain information regarding its beneficial owners?

Businesses are required to keep a record of the beneficial owners they have declared or notified in accordance with applicable regulations.

To facilitate future audits and updates, it is advisable for businesses to also retain the supporting documentation used to verify the information provided in their declarations.

The disclosure and management of beneficial ownership information is becoming a critical aspect of corporate compliance – particularly for long-established enterprises, those that have undergone multiple capital transfers, or companies with institutional shareholders, foreign investors, or multi-layered ownership structures.

Viet An Law assists businesses in reviewing their current disclosure status, reconciling ownership structures with internal records, determining the appropriate course of action, and carrying out the necessary steps to register, supplement, or update beneficial ownership information.

For in-depth guidance on how to identify beneficial owners – including criteria for direct ownership, indirect ownership, and ultimate control – please refer to the specialized article on this topic provided by Viet An Law.

Should you require professional advice or assistance with these procedures, please contact Viet An Law to have our lawyers assess your company’s specific ownership structure and current situation.

Article authored by: Trainee Lawyer Do Quynh Trang

Article reviewed and supervised by: Lawyer Trung Thi Lieu – with over 15 years of experience.

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