Determining Your Company's Beneficial Owner in Vietnam

Article 3 of the Enterprise Law 2020, amended and supplemented in 2025, stipulates that for enterprises registered before July 1, 2025, the addition of information on the beneficial owner of the enterprise (if any), information to identify the beneficial owner of the enterprise (if any) shall be carried out simultaneously at the time the enterprise carries out the procedure for registering changes to the enterprise registration content, notifying the latest change to the enterprise registration content, except in cases where the enterprise requests to supplement information earlier. Therefore, when registering a change of head office address from July 1, 2025, the enterprise must supplement and declare information on the beneficial owner. In the article below, Viet An Law will provide customers with general legal advice on how to determine the company’s beneficial owner in Vietnam.

What is a Company’s Ultimate Beneficial Owner?

Pursuant to Article 4 of the Law on Enterprises 2020 (as amended and supplemented by Point d, Clause 1, Article 1 of Law No. 76/2025/QH15), a beneficial owner of an enterprise is an individual who actually exercises control over the enterprise, even though such a person is not necessarily named directly on the business registration documents. This may be a person holding the actual ownership rights over the charter capital, or a person entitled to control the operations and make key decisions of the enterprise.

However, this regulation does not apply to the representative of state-owned capital at wholly state-owned enterprises or at companies with state-contributed capital (joint-stock companies or multiple-member limited liability companies, as specified in the law on management and investment of state capital in enterprises). Sole proprietorships or household businesses are excluded from the concept of a beneficial owner,

According to the above provisions, the beneficial owner is one of the following:

• An individual who actually owns the charter capital.
• An individual who has the right to control the enterprise.

The significance of identifying a company’s ultimate beneficial owner

Enhancing the transparency of the corporate ownership structure

The identification of the beneficial owner enables the recognition of the individual who ultimately exercises control over, or derives benefit from, an enterprise, even if such an individual is not the person whose name appears on the official registration documents. This provides a clear perception of the ownership structure, thereby:

• Enhancing credibility: Business partners and investors can ascertain precisely who is truly managing and benefiting from the enterprise, thereby reinforcing confidence in the transparency and fairness of the company.
• Improving corporate governance: When the identity of the beneficial owner is disclosed, those who hold actual power are subject to greater accountability for the company’s decisions and actions, thereby fostering sound governance and preventing conflicts of interest.
• Protecting minority shareholders’ rights: This enables small shareholders to better understand internal arrangements and the true controlling interests, thereby strengthening the protection of their rights.

Facilitating enterprises’ participation in the international market

• Enhancing reliability and reputation: Partners, investors, and international financial institutions are increasingly attentive to the transparency of corporate ownership. The proactive disclosure of beneficial ownership information enables Vietnamese enterprises to establish a credible and trustworthy image.
• Facilitation in cross-border transactions: Foreign banks and international financial institutions commonly require beneficial ownership information to comply with their domestic regulations. Vietnamese enterprises having such information readily available will facilitate the process of opening accounts, conducting financial transactions, and entering into international contracts more expeditiously and conveniently.
• Attracting foreign investment: Foreign investors, particularly major investment funds and multinational corporations, prioritize capital allocation to enterprises with transparent ownership structures to mitigate legal and reputational risks.

Determining your company’s beneficial owner in Vietnam

Pursuant to Article 17 of Decree No. 168/2025/ND-CP, the beneficial owner of an enterprise with legal personality (hereinafter referred to as the “beneficial owner of the enterprise”) is an individual who satisfies one of the following criteria.

Direct or indirect ownership of 25% or more

An individual shall be deemed a beneficial owner if:

• Directly owns 25% or more of the charter capital or 25% or more of the voting shares of the enterprise;
• Or indirectly owns through an intermediary entity (for example: investment via another company), also reaching the above threshold.

Note: An individual with indirect ownership is an individual who owns 25% or more of the charter capital or 25% or more of the total voting shares of the enterprise through another organization.

Right to control the enterprise’s activities.

An individual shall also be identified as a beneficial owner if such individual has the right to control the adoption of at least one of the following matters:

• Appointment, dismissal, or removal of the majority or all members of the Board of Directors, the Chairperson of the Board of Directors, or the Chairperson of the Members’ Council;
• The legal representative, Director, or General Director of the enterprise;
• Amendment or supplementation of the enterprise’s Charter;
• Change of the company’s organizational management structure; reorganization or dissolution of the company.

Responsibilities of enterprises regarding beneficial owners

Pursuant to Article 18 of Decree No. 168/2025/ND-CP, enterprises shall have the following responsibilities:

Declaration of beneficial ownership information and information for identifying the company’s beneficial owner

The founder of the enterprise and the enterprise shall declare and notify the provincial business registration authority of the information regarding the company’s beneficial owner (using Form No. 10, Appendix I, promulgated together with Circular No. 68/2025/TT-BTC) as follows:

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

The founder of the enterprise and the enterprise shall, on their own, identify the beneficial owner of the enterprise and notify the provincial Business Registration Authority (if any).

The founder of the enterprise and the enterprise shall declare and notify the provincial Business Registration Authority of information on organizational shareholders holding 25% or more of the total voting shares (using Form No. 10, Appendix I, promulgated together with Circular No. 68/2025/TT-BTC). The information of organizational shareholders includes: Name of the organization, enterprise code/establishment decision number, date of issuance, place of issuance, registered office address, and ownership ratio of the total voting shares.

For enterprises established before the effective date of the amended Law on Enterprises, the supplementary declaration of information on the beneficial owner of the enterprise shall be carried out concurrently at the time the enterprise undertakes procedures for registration of changes to the contents of the Enterprise Registration Certificate or procedures for notification of changes to the contents of the enterprise registration.

Retention of beneficial ownership information of the enterprise

The enterprise must retain beneficial ownership information in accordance with the new regulations, including information on individuals holding more than 25% of the charter capital or exercising controlling rights over the enterprise. The enterprise must collect, update, and maintain such information in written or electronic form and provide it to competent state authorities upon request.

Annual periodic updates or updates upon changes to beneficial owner information

The enterprise is also responsible for updating the List of Beneficial Owners of the enterprise (if any) in its corporate record-keeping documents. Pursuant to Clause 1, Article 31 of the Law on Enterprises 2020 as amended by Clause 13, Article 1 of the Law on Amendments to the Law on Enterprises 2025, with respect to changes in information on the beneficial owner of the enterprise (except for listed companies and companies registered for securities trading under the latest regulations), such changes shall fall within the category of changes to enterprise registration information.

As of 01 July 2025, when the Law on Amendments to the Law on Enterprises 2025 officially enters into force, in the event of changes in information regarding the beneficial owner of the enterprise (excluding listed companies and companies registered for securities trading), the enterprise must notify the Business Registration Authority of such changes in accordance with the law and has the obligation to carry out annual periodic updates or updates upon changes.

Provision of information at the request of competent authorities

Enterprises are required to provide information on beneficial owners to competent authorities, such as the Police Authority, the State Bank of Vietnam, and the Tax Authority, upon request, in accordance with the law. The purpose of such information provision is to enable state authorities to verify the identity, ownership, and control of the beneficial owner, thereby serving the prevention and combat of money laundering, the prevention and combat of terrorist financing, the fulfillment of tax obligations, and other purposes as prescribed by law. Enterprises must proactively update information and provide complete and accurate details upon request from competent authorities. Failure to provide information or the provision of inaccurate information may result in the imposition of penalties and other forms of legal liability as prescribed by law.

Above is an analysis of the content of determining your company’s beneficial owner in Vietnam. If clients have any related questions or need advice on legal regulations, please contact Viet An Law for the best support!