How to Declare the Ultimate Beneficial Owner in Vietnam

The amended and supplemented Vietnam Law on Enterprises 2025 has officially taken effect from July 1, 2025, bringing many important changes in the regulations on beneficial owners of enterprises. Decree No. 168/2025/ND-CP provides detailed instructions on the declaration and notification of information on Ultimate Beneficial Owner (UBO), requiring enterprises to fully understand and strictly comply. Viet An Law, with a team of experienced legal experts, is ready to support enterprises with instructions on how to declare the ultimate beneficial owner in Vietnam.

Concept and subjects of application of new regulations

According to the criteria defined by Articles 17 and 18 of Decree 168/2025/ND-CP, the Ultimate Beneficial Owner of an enterprise is an individual who meets one of the following criteria:

• Directly own 25% or more of the enterprise’s charter capital;
• Directly own 25% or more of total voting shares;
• Indirect ownership of 25% or more of charter capital through another organization;
• Indirect ownership of 25% or more of total voting shares through another organization;
• Individuals have the right to control the business in important matters.

Enterprises must declare beneficial owner information, including:

• Single-member limited liability company;
• Multiple-member limited liability company;
• Joint stock companies (except listed companies and companies registered for securities trading);
• Partnership.

Time and responsibility for declaring the Ultimate Beneficial Owner

Decree 168/2025/ND-CP stipulates the time for declaring UBO as follows:

• For enterprises established before July 1, 2025: Supplement UBO information at the same time as the procedure for registering changes or notifying changes to business registration contents closest to July 1, 2025; It is possible to proactively carry out the procedure for supplementing UBO information separately if needed earlier.
• For enterprises established after July 1, 2025: The enterprise founder declares information about UBOs when registering for establishment; The enterprise notifies changes in information about UBOs when there are changes during operation.

Responsible entity:

• The person establishing the enterprise is responsible for declaring UBO information upon establishment;
• The enterprise is responsible for notifying UBO information when there is a change during operation.

Content of the declaration of Ultimate Beneficial Owner information in Vietnam

According to the provisions of Clause 3, Article 18 of Decree 168/2025/ND-CP, the information that needs to be declared about the Ultimate Beneficial Owner of the enterprise includes:

Beneficial owner’s personal information:

• Full name;
• Date of birth;
• Sexual;
• Number, date of issue, issuing authority of legal documents, or Personal Identification Number;
• Nationality (except when declaring personal identification number);
• Ethnicity (except when declaring personal identification number);
• Contact address.

Ownership information:

• Ratio of charter capital ownership (for limited liability companies and partnerships);
• Ratio of voting shares (for joint stock companies);
• Information on controlling rights (for individuals with controlling rights).

Forms and procedures under the Vietnam Enterprise Law 2025

Enterprises use the forms prescribed in Appendix I of Circular No. 68/2025/TT-BTC, including:

• Form No. 10: List of UBOs of the enterprise;
• Form No. 11: List to identify UBOs (for joint stock companies);
• Form No. 12: Notice of change of UBO’s information.

Procedures for notifying changes in information about UBOs of enterprises and notifying information to identify UBOs during operations are implemented according to the provisions of Article 52 of Decree No. 168/2025/ND-CP, with a processing time of 01 working day from the date of receipt of valid documents.

Cases of change of ultimate beneficial owner information in Vietnam

When implementing the instructions for declaring UBOs according to the new regulations from July 2025, it is necessary to pay attention to the following changes:

• For limited liability companies: Change of owner; Change of charter capital, capital contribution, capital contribution ratio; Change of company members; Conversion of business type.
• For joint stock companies: Changes in charter capital leading to changes in UBO information; Changes in shareholders due to share transfers; Conversion of business types.
• For partnerships: Changes in charter capital, capital contributions, capital contribution ratios; Changes in partners.

How to understand the right to control the enterprise?

An important new point when guiding the declaration of UBOs according to the new regulations from 07/2025 is the determination of the right to control. An individual has the right to control an enterprise when he has the right to decide on 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;
• Amendment and supplementation of the enterprise charter;
• Change the company’s management structure;
• Reorganization, dissolution of the company.

The right to control is understood that without the approval of that individual, the enterprise’s decisions on the above issues cannot be passed, even though they reach the approval rate as prescribed in the Charter.

Information retention requirements in a corporation

Under the new regulations, enterprises are obliged to keep UBO information declared and notified to the provincial business registration authority. The form of keeping can be paper or electronic documents, ensuring accuracy and regular updates.

The new regulations on UBOs require businesses to have a legal understanding and accurately carry out declaration procedures. Given the complexity of legal regulations and the importance of compliance, Viet An Law commits to providing professional consulting and support services, helping businesses to correctly, fully, and promptly instructions on how to declare the Ultimate Beneficial Owner in Vietnam from 07/2025.

If you have a request to establish or change a business registration, please contact Viet An Law for the most accurate instructions on how to declare the Ultimate Beneficial Owner in Vietnam from July 2025.