As the amended Law on Enterprises 2025 takes effect on July 1, 2025, businesses are paying close attention to new regulations on corporate transparency. This article by DNP Viet Nam Law Firm is pleased to share key insights into the concept of “beneficial ownership” – a new and significant provision that plays a crucial role in corporate governance and compliance.
1. Who is considered a beneficial owner of an enterprise?
According tocClause 35, Article 4 of the 2025 Amended Enterprise Law, a “beneficial owner” refers to an individual who actually holds ownership of charter capital or can control the operations of the enterprise. This concept does not include the representative of the direct owner in enterprises wholly owned by the State, nor the representative of state capital in joint-stock companies or limited liability companies with two or more members, in accordance with laws on the management and investment of state capital in enterprises.
In other words, even if a person is not listed in the founding documents of the enterprise or is not the legal representative, they may still be deemed the beneficial owner if they have actual control over or benefit from the enterprise’s operations.
2. Criteria for identifying a beneficial owner
Under Article 17 of Decree No. 168/2025/NĐ-CP, an individual is identified as a beneficial owner if they meet one of the following criteria:
a. Owning 25% or more of the charter capital
- Direct ownership: The individual directly holds at least 25% of the charter capital or 25% of voting shares in the enterprise.
- Indirect ownership: The individual holds such ownership through intermediary organizations (for example, another company).
b. Having the power to control the enterprise’s operations
An individual has the right to decide or dominate decisions regarding at least one of the following matters:
- Appointment, dismissal, or removal of the majority or all members of the Board of Directors, Chairman of the Board of Directors, Chairman of the Members’ Council, Director/General Director, or legal representative.
- Amendment or supplementation of the enterprise’s charter.
- Changes to the organizational structure of corporate management.
- Decisions on reorganization or dissolution of the enterprise.
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3. Obligation to declare information on beneficial owners
From July 1, 2025, under Articles 18 and 52 of Decree No. 168/2025/NĐ-CP, enterprises must declare and notify information to identify beneficial owners to the provincial Business Registration Authority, including:
- Identifying the beneficial owner and providing full information.
Declaration timeline:
- For enterprises established from July 1, 2025: declaration must be made upon business registration.
- For enterprises established before July 1, 2025: declaration must be supplemented at the time of registration or notification of changes in enterprise registration, unless the enterprise opts to provide the information earlier.
Notification of changes:
- Within 10 days from the date of any change in beneficial ownership information or ownership ratio previously declared, enterprises must notify the provincial Business Registration Authority.
- Dossier includes: Notification of changes in enterprise registration details and the list of beneficial owners.
Once valid dossiers are received, the provincial Business Registration Authority shall issue a receipt and return results, updating the data into the National Enterprise Registration Information System within 1 working day from the date of receipt. Upon request, the Authority will issue a Certificate of Change in Enterprise Registration details to the enterprise.
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