Ultimate Beneficial Owner Declaration Form for Businesses in Vietnam

Starting from July 1, 2025, all businesses in Vietnam are required to complete and submit the Ultimate Beneficial Owner Declaration Form for Businesses in Vietnam in accordance with the standardized template specified in Circular No. 68/2025/TT-BTC. This mandatory Declaration Form must be included either as part of the initial enterprise registration dossier or submitted as a supplementary document by existing legal entities. Its purpose is to identify the individual who hold Ultimate Beneficial Ownership those who ultimately own, control, or derive financial benefit from the enterprise. This regulatory measure aims to improve transparency in the corporate structure, prevent money laundering and financial fraud, and enable competent authorities to better monitor and verify actual ownership relationships.

Who Is Required to Use the Ultimate Beneficial Owner Declaration Form?

As of July 1, 2025, the use of the Ultimate Beneficial Owner Declaration Form is mandatory for all businesses in Vietnam when registering a new business or submitting supplementary documentation. This obligation is set forth under the Law on Enterprises 2025, Decree No. 168/2025/ND-CP, and the implementation guidelines provided in Circular No. 68/2025/TT-BTC.

According to the new regulations, this Declaration Form is compulsory for the following types of legal entities:

• Single-Member Limited Liability Companies
• Multi-Member Limited Liability Companies
• Joint Stock Companies
• Partnerships
• Private Enterprises (where another individual exercises actual control or holds indirect investment)
• Foreign Direct Investment (FDI) Enterprises

Note:

• Household businesses are not required to submit the Ultimate Beneficial Owner Declaration Form, as they are not recognized as a legal entity under the Law on Enterprises 2025. In such cases, the owner’s information is inherently linked to the individual named in the business license.
• In most cases, Partnerships are exempt from submitting the form if all general partners are officially named and bear unlimited liability. However, submission may still be required to ensure transparency in the corporate structure under the following circumstances:
• If there are capital contributors who do not directly manage the enterprise;
• If the business involves cross-ownership or investment via intermediary entities, making Ultimate Beneficial Ownership less transparent.

Beneficial Owner Declaration Form of the Enterprise

Appendix I, issued together with Circular No. 68/2025/TT-BTC, provides the standardized forms used for enterprise registration in Vietnam, including Form No. 10 – Declaration Form of Ultimate Beneficial Owners of the enterprise.

The Ultimate Beneficial Owner Declaration Form (Form No. 10) includes the following key information regarding individuals who hold Ultimate Beneficial Ownership of the legal entity:

• Full name
• Date of birth
• Nationality; Ethnicity
• Gender
• Contact address
• Ownership ratio or control rights
• Legal identification information of the individual beneficial owner of the enterprise

Beneficial Owner Declaration Form of the Enterprise

Pursuant to the new regulations set forth in Circular No. 68/2025/TT-BTC, all businesses in Vietnam are required to complete the Beneficial Owner Declaration Form in accordance with Form No. 10, Appendix I. Kindly contact Viet An Law to assist in these content.

Instructions for Completing the Beneficial Owner Declaration Form of the Enterprise

Beneficial Owner Declaration Form of the Enterprise

• If Column 5 of the Ultimate Beneficial Owner Declaration Form is filled with the Personal Identification Number, it is not required to provide information in Columns 6 and 7.
• The Ultimate Beneficial Owner (UBO), determined through ownership of charter capital or total voting shares, is identified as follows:
• An individual who owns 25% or more of the total voting shares in a Joint Stock Company;
• An individual who holds 25% or more of the charter capital in a Multi-Member Limited Liability Company;
• An individual who is the sole owner of a Single-Member Limited Liability Company;
• An individual who serves as a general partner in a Partnership.
• The percentage of voting shares held by the Ultimate Beneficial Owner shall be calculated as follows
• Voting shareholding ratio = Number of voting shares held by the Ultimate Beneficial Owner / Total number of voting shares of the joint-stock company.
• Where the enterprise identifies its Ultimate Beneficial Owner pursuant to Point b, Clause 1, Article 17 of Decree No. 168/2025/ND-CP through controlling rights, the enterprise shall specify one of the following controlling rights: appointment, dismissal, or removal of the majority or all members of the Board of Directors, the Chairman of the Board of Directors, the Chairman of the Members’ Council; the legal representative, the Director or General Director of the enterprise; amendments or supplements to the enterprise’s Charter; changes to the organizational structure of the company’s management; reorganization or dissolution of the company.
• The legal representative of the enterprise shall directly sign this section.
• In the case of simultaneous registration for conversion of enterprise type and change of legal representative, the Chairman of the Board of Directors of the post-conversion company shall directly sign this section.
• In case the Court or Arbitration designates a person to carry out the enterprise registration procedure, the designated person shall directly sign this section.

Integration of the Ultimate Beneficial Owner Declaration Form into the Online Enterprise Registration System

As of July 1, 2025, pursuant to Circular No. 68/2025/TT-BTC, the Ultimate Beneficial Owner (UBO) Declaration Form shall be directly integrated into the enterprise registration dossier submitted via the online system, and synchronized within the document management system of the National Business Registration Portal.

Applicable Integration Portals:

https://dangkykinhdoanh.gov.vn – National Business Registration Portal

https://dichvucong.gov.vn – National Public Service Portal

Pursuant to Article 33 of the Law on Enterprises 2020 (as amended and supplemented by Clause 14, Article 1 of Law No. 76/2025/QH15) regarding the provision of enterprise registration information, competent state authorities as prescribed by law are entitled to request the business registration authority to provide information on the Ultimate Beneficial Owner of the enterprise, which is stored in the National Business Registration Information System, for the purpose of anti-money laundering activities, without incurring any fee.

Obligations of Enterprises Regarding the Disclosure of Ultimate Beneficial Owners (UBOs)

According to Clause 5, Article 4 of the Law on Enterprises 2020 (as supplemented by Clause 2, Article 1 of Law No. 76/2025/QH15), enterprises are obliged to collect, update, and retain information on the Ultimate Beneficial Owners (UBOs) of the enterprise; and to provide such information to competent state authorities upon request in order to identify the enterprise’s UBOs.

Regarding the enterprise’s document retention regime, the enterprise must retain the list of UBOs (if any) at its head office or at another location specified in the company’s charter (as stipulated in Clause 2, Article 11 of the Law on Enterprises). In accordance with Clause 26, Article 1 of Law No. 76/2025/QH15, information on UBOs must be stored for at least five (05) years from the date the enterprise is legally dissolved or declared bankrupt.

For enterprise incorporation dossiers or dossiers for changes in business registration details, the list of UBOs (if any) must also be included as part of the required documents.

The above is the latest update from Viet Law regarding the Ultimate Beneficial Owner Declaration Form for Businesses in Vietnam for enterprises. Should you have any related questions or require legal assistance, please do not hesitate to contact Viet An Law Firm for the most dedicated and professional support.