Updated: 7 October 2026

Since 1 July 2025, beneficial ownership has been a mandatory part of corporate governance and registration in Vietnam. Law No. 76/2025/QH15 introduced the concept and the declaration duty; Decree No. 296/2026/ND-CP dated 23 July 2026 revised the identification criteria; and Decree No. 288/2026/ND-CP dated 21 July 2026 set fines of up to VND 100 million for failing to declare. The new rules aggregate direct and indirect holdings, treat family groups together and cover companies where no owner can be identified.

1. Who is a beneficial owner

Law No. 76/2025/QH15 added to Article 4 of the Law on Enterprises the definition of a beneficial owner of a company with legal personality: an individual who in fact owns its charter capital or has the right to control it. A beneficial owner is always an individual, never an organisation; and the law looks at actual ownership and control, so the registered holder may not be the beneficial owner, while someone not on the records may be. The rule implements Vietnam's anti-money laundering commitments under the FATF recommendations.

Decree No. 296/2026/ND-CP, effective 23 July 2026, replaced Articles 17 and 18 of Decree No. 168/2025/ND-CP. Companies apply three tests in order until at least one individual is identified:

1. Ownership. An individual holding, directly, indirectly or both, 25% or more of the charter capital or of the voting shares. Indirect holding means through another organisation or legal arrangement. Where family members or individuals acting under an agreement together hold 25% or more, each of them is a beneficial owner. In a partnership, all general partners are beneficial owners.
2. Control. If no one reaches 25%, the individual who in fact controls key decisions, such as appointing a majority of the board, the chair of the members' council or the general director, amending the charter, changing the management structure, financial policy, reorganisation or dissolution.
3. Senior manager. If neither test identifies anyone, the company declares the individual holding the most senior management position. From 23 July 2026 the list can never be empty.

The original Article 17 (applied from 1 July 2025 to 22 July 2026) had only two independent tests, without aggregation, family grouping or the third test. Companies that declared under the old criteria should review their lists. Decree No. 296/2026/ND-CP also removed the separate duty to declare corporate shareholders holding 25% or more.

In practice: in a single-member LLC owned by an individual, that individual is the beneficial owner; if the owner is a company, trace through to the individuals holding 25% indirectly or controlling the parent. In a JSC, each individual shareholder with 25% or more of voting shares is a beneficial owner; corporate shareholders with 25% or more are traced through.

2. Declaration file

The list of beneficial owners is now part of the incorporation file, together with the application form, the charter, the list of members or founding shareholders and foreign investor shareholders, and copies of legal documents of the founders. For each beneficial owner, the list states: full name, date of birth, nationality, ethnicity, gender; contact address; ownership percentage or control, including direct and indirect percentages and the basis for control; and identity document details.

When beneficial ownership changes, the company files a notice of change of enterprise registration content together with the updated list. Such changes often accompany changes of members, shareholders or capital transfers, so they can be filed together.

3. Step-by-step

1. Map the ownership structure down to the last individual; multiply percentages through each layer for indirect holdings; aggregate direct and indirect holdings; identify family groups and agreements to hold together.
2. Apply the three tests and keep the ownership chart, contracts and minutes as evidence.
3. Prepare the list in the Ministry of Finance form, signed by the legal representative, who is responsible for its accuracy.
4. File with the incorporation or change notice at the provincial business registration office via the National Business Registration Portal, in person or by post.
5. Keep and update the information at the head office or another place set out in the charter, provide it to authorities on request, and notify changes within 10 days.

4. Deadlines and costs

Companies incorporated from 1 July 2025 declare in the incorporation file; the ERC is issued within 3 working days of a valid file. Companies incorporated before 1 July 2025 need not file immediately; they add the information at their next registration change or notice of change, unless they choose to file earlier. Changes must be notified within 10 days, except for listed companies and companies registered for securities trading.

There is no separate fee for declaring beneficial owners; only the fees of the accompanying registration apply under Circular No. 47/2019/TT-BTC, with the registration fee reduced by 50% until 31 December 2026 under Circular No. 64/2025/TT-BTC and waived for online filing. The registration office keeps the information for at least 5 years after dissolution or bankruptcy and provides it to competent authorities, including the anti-money laundering authority. It is not published like the ERC.

5. Penalties, impact and recommendations

Decree No. 288/2026/ND-CP, amending Decree No. 122/2021/ND-CP, introduced specific penalties. The amounts below apply to organisations; individuals pay half:

• Failing to add beneficial ownership information at a registration change, for companies incorporated before 1 July 2025: up to VND 100 million, plus an order to add the information.
• Untruthful or inaccurate declarations in the registration file, including beneficial ownership: VND 30–70 million.
• Late notification of changes: a warning for 1–10 days late; VND 10–20 million for 11–30 days; VND 30–40 million for 31–90 days; VND 50–60 million for 91 days or more.
• Failing to provide, or providing incomplete or inaccurate, information on request: VND 50–70 million.

Impact. Simple domestic companies mainly need to update the list after capital transfers that move an individual above or below 25%. Foreign-invested enterprises must confirm the chain from the parent to the ultimate individual, including through funds or trusts, as direct and indirect holdings are now aggregated. JSCs with dispersed shareholders need an internal process to assess actual control. Nominee holders face double exposure: Decree No. 296/2026/ND-CP prohibits nominee arrangements for capital contributions, and nominees may also be fined for false declarations.

7S Law's recommendation. Review the list at every capital transaction and keep evidence of how it was determined; companies incorporated before 1 July 2025 should add the list at their next registration change to avoid the VND 100 million fine.

6. Illustrative scenarios

Two-member LLC in Hanoi. Mr A holds 60% and Ms B 40%; both are beneficial owners. If Mr A transfers 40% to Mr C, the list is updated within 10 days: Mr A, now at 20%, drops out and Mr C is added. If Mr A and Mr C are father and son, both are declared because the family group holds 60%.

JSC in Ho Chi Minh City. Five individual shareholders hold 20% each. Shareholder D regularly receives voting proxies from three others and decides the appointment of the general director, so D is the beneficial owner. If no one controls, the company declares the chair of the board.

Subsidiary of a Singapore parent. A single-member LLC is 100% owned by a Singapore parent, which is 30% owned by Mr E and 70% by fund F controlled by Ms G. Mr E holds 30% indirectly and is a beneficial owner; Ms G is assessed under the control test. Incorporated in 2023, the company must add the list at its next change; omitting it then risks a fine of up to VND 100 million.

7. Frequently asked questions

Must a beneficial owner be an individual?
Yes. Corporate members and shareholders are traced through to the ultimate individual.

Must companies incorporated before 1 July 2025 declare now?
Not immediately; the duty arises at the next registration change, and early filing is allowed.

Does a single-member LLC owned by an individual need a list?
Yes, even with one person.

No shareholder holds 25%. Who is declared?
The individual with actual control, or failing that, the most senior manager.

Is the information public?
No. It is provided only to competent authorities on request.

8. How 7S Law can help

7S Law maps ownership chains, determines beneficial owners, prepares the list and files it with incorporation or company formation and registration changes, and advises on corporate compliance for foreign-invested enterprises.

Appendix: Legal basis

Quoted provisions are unofficial translations by 7S Law.

Author: 7S Corporate Desk

This article is for reference only and reflects the law in force at the date of update. Please consult a lawyer on your specific case before acting.

Contact 7S Law: +84 877 523 888 – lienhe@7slaw.vn