On 17 June 2025, in alignment with FATF’s recommendations, Vietnam has issued the Law No. 76/2025/QH15 amending the Law on Enterprises (2020) introducing the new requirements on “Beneficial Owner” of enterprises with effect from 1 July 2025. Accordingly, enterprises in Vietnam must disclose the beneficial owner(s) and register such information with the Business Registration Authority. Below are the details of the new requirements:
Definition of Beneficial Owner
Beneficial Owner is an individual who exercises actual ownership or control over an enterprise any of the following corporate matters:
– Ownership: directly or indirectly (via another entity) holds at least 25% of charter capital or total voting shares; or
– Control: authority to make any decision on appointment/dismissal of Board of Directors, Chairman of Board of Director/Members’ Council, Legal Representative, Director or General Director; Amendment to Company Charter; Enterprise Restructure; and Reorganization/Dissolution of Enterprise.
It is unclear at this stage how the authority and control are determined in some cases if management decisions are made by the executive directors at the company’s investor(s)/owner(s).
Recording of Beneficial Owner
Enterprise is required to keep in records the registered information of beneficial owner(s). Documents could be kept in soft/scanned copies or original copies.
Registration of Beneficial Owner
Enterprises in Vietnam must determine the beneficial owner(s) and register their (such as name, ID card or passport’s number, nationality, address, type of beneficial owner i.e. ownership or control) with the Business Registration Authority.
Existing enterprises in Vietnam on 1 July 2025 must register the beneficial owner(s) concurrently with upcoming business registration and ensure the proper records of beneficial owner(s).
The Disclosure of Beneficial Owner will be one of the key compliance obligations for enterprises in Vietnam. From our information, the state authority considers applying the significant administration penalty for non-compliance.
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This update summarises the important and latest changes in legal, tax and related practices in Vietnam. The analysis or comments herein are of general nature and are not intended to be nor should it be relied upon as legal advice for specific cases of any individual or entity.
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