Vietnam Beneficial Ownership: Must Companies Registered Before 1 July 2025 Declare Beneficial Owners?

• 1 Jul 2025 – Law 76/2025/QH15 in force
• 25% – Ownership threshold
• 23 Jul 2026 – New test, Decree 296/2026
• VND 70-100m – Fine for not adding info

⚡ Short answer

Yes. Companies registered before 1 July 2025 must still add information on their beneficial owners (if any) and the information used to identify them. But the law sets no single deadline: the information is added when the company next files a change of enterprise registration or a change notice. Companies may file earlier voluntarily.

Beneficial owner information of enterprises established and registered before this Law takes effect is added at the time the enterprise next applies to change, or notifies a change to, its enterprise registration details, unless the enterprise wishes to add it earlier.
(- Article 3.1, Law No. 76/2025/QH15 (transitional provision, unofficial translation))

⚠️ Important: if your company filed any registration change (address, legal representative, charter capital, business lines...) since 1 July 2025 without beneficial owner information, it is on the priority inspection list for late 2026 and may face a fine of VND 70-100 million.

📄 Law No. 76/2025/QH15 amending the Law on Enterprises – Passed 17 June 2025, effective 1 July 2025 - PDF (Vietnamese). Tải về

👤 Who is a beneficial owner?

Under Article 4.35 of the Law on Enterprises (added by Law 76/2025/QH15), the beneficial owner of an enterprise with legal personality is an individual who actually owns its charter capital or has controlling rights over it. Representatives of the State as owner or of State capital are excluded.

In short: the real person at the end of the ownership chain - not a parent company, fund or nominee. New Article 8.5a also requires companies to collect, update and keep this information and provide it to authorities on request. This matters for FDI companies and foreign-owned groups with multi-layer holding structures.

🔎 How to identify beneficial owners (from 23 July 2026)

Decree 296/2026/ND-CP (effective 23 July 2026) amends the beneficial-ownership articles of Decree 168/2025/ND-CP on enterprise registration. Identification follows 3 steps; each later step applies only if the earlier one finds no one:

1. Step 1 - 25% ownership test: Individuals holding directly, indirectly or both combined 25% or more of charter capital or voting shares. Indirect holdings include holdings via other entities or legal arrangements such as trusts. Family members (Article 4.22 of the Law on Enterprises) or individuals acting under an agreement who together hold 25% or more are all beneficial owners. In partnerships, every general partner is a beneficial owner.
2. Step 2 - Control test: Applies if step 1 identifies no one, or there is evidence the person found in step 1 is not the real owner. Control covers appointing or dismissing managers, amending the charter, restructuring or dissolution, and financial, investment and business policy.
3. Step 3 - Most senior manager: If neither test identifies anyone, declare the manager with the highest executive authority.

💡 Key changes: the list must always name at least one beneficial owner; only individuals are declared (corporate shareholders of 25%+ no longer need declaring); every ownership layer must be traced to the ultimate individual; holding capital on behalf of others is prohibited.

🗓️ Which case applies to your company?

• Registered on or after 1 July 2025 – Obligation: Declare beneficial owners in the incorporation file; Current risk: Missing information is subject to review
• Registered before 1 July 2025, changed registration after 1 July 2025 – Obligation: Should have added the information with that change; Current risk: If not: on the priority inspection list, possible fine of VND 70-100 million
• Registered before 1 July 2025, no changes since – Obligation: Add with the next change filing; may file earlier; Current risk: No breach yet, but prepare the list now

Once declared, any change in beneficial owner information or ownership ratio must be notified within 10 days (Article 52.1, Decree 168/2025/ND-CP).

📬 The late-2026 beneficial ownership review

1. 3 Sep 2026 – Ministry of Finance Letter 13767/BTC-DNTN: Implementing Decision 948/QD-TTg, it asks provincial business registration offices to focus inspections on beneficial ownership in the last 4 months of the year.
2. 7 Oct 2026 – Letter 3164/DNTN-GS of the Agency for Private Enterprise and Collective Economy Development: Sends provincial Departments of Finance lists of companies registered or changed since 1 July 2025 without beneficial owner declarations, asking them to review, inspect and report.
3. 12 Oct 2026 – Provincial departments ask companies to declare: For example, the Quang Ninh Department of Finance (Letter 11059/STC-QLDN) requires declarations under Articles 3 and 4 of Decree 296/2026/ND-CP before 31 October 2026.

Letter 3164/DNTN-GS of 7 Oct 2026, Agency for Private Enterprise and Collective Economy Development, Ministry of Finance (Vietnamese)

Letter 11059/STC-QLDN of 12 Oct 2026, Quang Ninh Department of Finance - deadline 31 Oct 2026 (Vietnamese)

📍 Deadlines can differ by province. 31 October 2026 is Quang Ninh's. Companies elsewhere should check notices from the Department of Finance (business registration office) where their head office is located.

💰 Fines related to beneficial ownership

Decree 288/2026/ND-CP of 21 July 2026 amends Decree 122/2021/ND-CP on administrative penalties in planning and investment, adding beneficial-ownership violations:

• Company registered before 1 July 2025 fails to add beneficial owner information at its latest change filing – Fine: VND 70-100 million; Remedy: Must add the information
• Fails to notify changes in beneficial owner information – Fine: VND 30-70 million; Remedy: Must file the notice

Basis: Article 44.6 of Decree 122/2021/ND-CP as amended by Article 2 of Decree 288/2026/ND-CP (row 1, as quoted in Letter 11059/STC-QLDN); row 2 per press reports - check the official text.

✅ What to do now

1. Check registration changes since 1 July 2025: Review your filing history on the National Business Registration Portal for any change made without beneficial owner information.
2. Map ownership to the ultimate individual: List every layer (parent companies, funds, trusts), combine direct and indirect holdings, and group family members and parties acting under agreements.
3. Prepare the beneficial owner list on the official form: Use the form in the appendix to Circular 68/2025/TT-BTC, as amended by Circular 121/2026/TT-BTC of 21 August 2026.
4. File online: Submit a change notice plus the beneficial owner list via dangkykinhdoanh.gov.vn, signed with a digital signature or a VNeID electronic identity account.
5. Keep records and update: Keep the list on file (paper or electronic) and notify any change within 10 days.

🔏 Have a valid digital signature ready: online enterprise registration filings require a valid digital signature of the legal representative or an authorized person. Check your token's expiry before filing.

❓ FAQ on beneficial ownership in Vietnam

Must companies registered before 1 July 2025 declare beneficial owners?

Yes, at the time of their next registration change or change notice (Article 3.1, Law 76/2025/QH15). They may also file earlier voluntarily.

Is there a nationwide deadline?

The law sets none. In the late-2026 review, however, some provincial Departments of Finance set their own deadlines for companies on the inspection list - Quang Ninh, for example, set 31 October 2026.

How is the 25% threshold calculated?

Direct and indirect holdings (via other entities or trusts) of an individual are combined. Family members or individuals acting under an agreement who together hold 25% or more of charter capital or voting shares are all beneficial owners (Decree 296/2026/ND-CP).

What if no one holds 25%?

Apply the control test; if still no one, declare the manager with the highest executive authority. The list must always name at least one beneficial owner.

What is the fine for not adding beneficial owner information?

Companies registered before 1 July 2025 that fail to add it at their latest change filing face VND 70-100 million and must add the information (Article 44.6, Decree 122/2021/ND-CP as amended by Decree 288/2026/ND-CP).

Where do companies file?

Online via the National Business Registration Portal (dangkykinhdoanh.gov.vn): a change notice plus the beneficial owner list, signed with a digital signature or VNeID account.

📰 Legal basis and sources

• Luật số 76/2025/QH15 sửa đổi, bổ sung một số điều của Luật Doanh nghiệp (bản PDF) - duypc.com
• Doanh nghiệp thành lập trước 1/7/2025 có cần bổ sung thông tin chủ sở hữu hưởng lợi? - luatvietnam.vn
• Chủ sở hữu hưởng lợi: tiêu chí xác định thay đổi từ 23/7/2026 theo Nghị định 296/2026/NĐ-CP - crowe.com
• Doanh nghiệp không kê khai chủ sở hữu hưởng lợi có thể bị phạt 100 triệu đồng - lsvn.vn
• Tăng mạnh mức xử phạt vi phạm đăng ký doanh nghiệp, cao nhất đến 100 triệu đồng - tapchikinhtetaichinh.vn

ℹ️ For reference only, summarizing Law 76/2025/QH15 and related decrees, letters and legal press (Vietnamese originals; unofficial translation). Deadlines may differ by provincial Department of Finance; check the original texts or ask the business registration office where your head office is located.