Beneficial ownership disclosure is an important aspect of corporate transparency, business administration and anti-money laundering efforts in Vietnam. Recent regulatory changes require enterprises to identify the individuals who ultimately own or exercise actual control over them, including through indirect ownership structures.
For enterprises with complex ownership structures, particularly foreign-invested enterprises (FDI), complying with Vietnam’s beneficial ownership requirements may involve practical challenges. These include identifying the correct beneficial owners, reviewing disclosure obligations, preparing supporting documents and completing online filing procedures.
1. Beneficial Ownership Disclosure Requirements in Vietnam
Decree No. 296/2026/ND-CP amends and supplements several provisions of Decree No. 168/2025/ND-CP on enterprise registration, including the criteria for identifying beneficial owners and the related information that enterprises are required to disclose.
Under the new regulations, a beneficial owner is an individual who directly or indirectly owns, or ultimately exercises actual control over, an enterprise. The identification process must take into account the applicable legal criteria, including:
- Ownership threshold: An individual who directly or indirectly owns at least 25% of the charter capital or at least 25% of the total voting shares, including cases involving a combination of direct and indirect ownership.
- Control rights: Rights that enable an individual to exercise control over the enterprise under the applicable legal criteria, including circumstances in which the ownership threshold is not met.
Circular No. 121/2026/TT-BTC also amends the enterprise registration forms, including Form No. 10 – List of Beneficial Owners of the Enterprise.
Which Enterprises Should Review Their Beneficial Ownership Disclosures?
Enterprises established or registering changes from 1 July 2025 should review their submitted applications and confirm whether beneficial ownership information has been properly disclosed, particularly where such information is missing.
Official Letter No. 3164/DNTN-GS dated 7 October 2026, issued by the Agency for Private Enterprise and Collective Economy Development, indicates that business registration authorities are strengthening their review of enterprises that have not disclosed the required information.
Enterprises established before 1 July 2025 should also review their obligations to supplement beneficial ownership information under the applicable transitional provisions, particularly when completing their most recent procedures for registering or notifying changes to enterprise registration information.
Enterprises should proactively assess their compliance status rather than waiting until they receive a request from the competent authorities.
2. Beneficial Ownership Non-Compliance: Potential Administrative Fines
Official Letter No. 3164/DNTN-GS dated 7 October 2026, requests provincial business registration authorities to review enterprises established or registering changes from 1 July 2025 that have not disclosed beneficial ownership information. This signals increased scrutiny of compliance with beneficial ownership disclosure requirements.
Under Decree No. 288/2026/ND-CP, certain violations may be subject to the following administrative fines:
- VND 50 million to VND 100 million: Failure to disclose the enterprise’s beneficial owner information, where applicable, and the information used to identify beneficial owners, where applicable, when registering the establishment of an enterprise.
- VND 30 million to VND 70 million: Providing untruthful or inaccurate beneficial owner information or information used to identify beneficial owners in relevant filings covered by the regulations.
- VND 70 million to VND 100 million: For enterprises established before 1 July 2025, failure to supplement beneficial owner information, where applicable, and the information used to identify beneficial owners, where applicable, when completing the most recent procedure for registering or notifying changes to enterprise registration information.
The applicable administrative fine depends on the specific violation and the conditions prescribed by law. Enterprises should review their existing filings and identify any outstanding obligations rather than assuming that the introduction of new regulations automatically requires them to resubmit all beneficial ownership information.
3. Electronic Authentication for Online Enterprise Registration
In addition to identifying beneficial owners, enterprises should prepare for the authentication requirements involved in online enterprise registration procedures, particularly where the legal representative or the person submitting the application is a foreign national.
Depending on the individual involved and the procedures applicable at the time of submission, enterprises may encounter issues relating to user accounts, authentication methods or identification documents. However, enterprises should not assume that all foreign investors are required to hold a Level 2 VNeID account to complete these procedures.
To minimise delays, enterprises should check the authentication requirements on the relevant system in advance, confirm who will carry out the procedure and prepare appropriate authorisation arrangements where necessary.
For enterprises with foreign elements, early verification of identification documents and system access requirements can help ensure a smoother filing process.
4. KTC Recommendations for Beneficial Ownership Compliance
To mitigate compliance risks and avoid procedural difficulties, KTC recommends that enterprises proactively review the following areas.
4.1. Review the Enterprise Ownership Structure
Identify the individuals who ultimately own or exercise actual control over the enterprise, including indirect ownership through intermediate legal entities and any relevant control rights.
For a simple ownership chain involving multiple legal entities, the indirect ownership percentage can be illustrated by multiplying the ownership percentages at each level.
For example, if an individual owns 80% of a parent company, the parent company owns 60% of an intermediate entity, and that intermediate entity owns 70% of an enterprise in Vietnam, the individual’s indirect ownership through this chain is:
80% × 60% × 70% = 33.6%.
For structures involving multiple ownership paths, a combination of direct and indirect ownership, or other forms of control, enterprises should assess the overall structure against the relevant legal criteria rather than relying solely on percentage calculations.
4.2. Verify Disclosure Obligations and Supplement Missing Information
Compare previously submitted filings with current regulations to identify any missing or outdated beneficial ownership information.
Enterprises established or registering changes from 1 July 2025 should pay particular attention to their disclosure status. Enterprises established before that date should review their obligations to supplement information under the applicable transitional provisions, especially when completing their most recent enterprise registration change or change notification procedures.
4.3. Review Other Enterprise Registration Information
Where there is also a need to update other registered information, enterprises may consider matters such as the registered head office address, business lines or legal representative details, depending on their circumstances and the applicable procedural requirements.
4.4. Prepare Supporting Documents and Online Filing Requirements
Check the applicable forms, identification documents, authentication methods and authority of the person carrying out the procedure. Enterprises with foreign elements should verify technical requirements and suitable filing arrangements in advance to minimise potential disruptions.
For enterprises with multi-layered ownership structures or foreign elements, KTC can assist in reviewing ownership structures, assessing beneficial owner identification criteria and disclosure obligations, and checking the completeness and consistency of supporting documentation before the relevant procedures are carried out.
Conclusion: Beneficial ownership declaration is not merely a formality—it is a critical pillar of corporate governance, transparency, and ongoing compliance in Vietnam. Ensuring prompt, accurate assessment of indirect chains and submitting authenticated documentation safeguards your business against substantial financial penalties and licensing bottlenecks.
👉 Contact KTC today for a comprehensive compliance health check!
