New regulations on beneficial ownership under the 2025 Law on Enterprises and Decree No. 168/2025/NĐ-CP: Disclosure obligations, record-keeping requirements, and legal risks businesses need to know.
1. Legal Background of Beneficial Ownership
In the course of advising and accompanying businesses, DNP Viet Nam Law Firm has observed that the regulations on beneficial ownership represent one of the most significant legal changes introduced by the amended Law on Enterprises 2025. These provisions not only affect enterprise registration procedures but also directly impact corporate governance structures and the transparency strategies adopted by businesses.
The legal basis for these regulations is provided under Point d, Clause 1, Article 1 of the Law amending and supplementing a number of articles of the Law on Enterprises, together with Articles 17, 18, and 19 of Decree No. 168/2025/NĐ-CP dated 30 June 2025 of the Government. Accordingly, enterprises are required to declare and notify information relating to beneficial owners in order to ensure transparency and compliance with Vietnam’s international commitments on anti-money laundering and financial transparency.
2. Concept of Beneficial Owner under the New Regulations
Under current Vietnamese law, a beneficial owner refers to an individual who ultimately owns capital or has the authority to control and influence key decisions of an enterprise. This concept emphasizes the element of “ultimate beneficial interest” rather than merely relying on the name recorded in the enterprise registration certificate.
The identification of a beneficial owner helps clearly distinguish between the legal owner and the individual who actually exercises control over the enterprise. In many cases, individuals who hold shares indirectly through one or multiple intermediary entities may still be recognized as beneficial owners if they satisfy the criteria set out in Decree No. 168/2025/NĐ-CP.
3. Significance of Beneficial Ownership Regulations
Regulations on beneficial ownership contribute to enhancing transparency in the ownership and management structure of enterprises. This allows state authorities, investors, and business partners to accurately identify the individuals who ultimately stand behind and exercise control over a company.
In addition, the proper declaration of beneficial ownership information helps strengthen internal corporate governance accountability. Enterprises that comply with these requirements can improve their commercial credibility while minimizing legal risks related to shareholder disputes, insider transactions, or violations of anti-money laundering regulations.
4. Criteria for Identifying a Beneficial Owner
Under Decree No. 168/2025/NĐ-CP, an individual is considered a beneficial owner if he or she directly or indirectly owns 25% or more of the charter capital or voting shares of an enterprise. This ownership threshold is regarded as a key benchmark for determining significant control over a company.
Apart from the ownership percentage, individuals who have the authority to influence or control important corporate decisions—such as the appointment or dismissal of managers, amendments to the company charter, or decisions on the dissolution of the enterprise—may also be recognized as beneficial owners. Therefore, reviewing the shareholder structure and internal agreements is necessary to accurately determine the individuals required to be declared as beneficial owners.
5. Obligation to Declare and Maintain Beneficial Ownership Information
Enterprises are required to declare information relating to beneficial owners when registering the establishment of a new enterprise or when there are changes to previously declared information. Such notification must be submitted within the statutory time limit from the date the change arises in order to avoid the risk of administrative sanctions.
In addition to the declaration obligation, enterprises must also prepare and maintain a list of beneficial owners in either paper or electronic form. This record must be updated regularly and kept readily available for submission to the business registration authority upon request.
6. Recommendations from DNP Viet Nam Law Firm
Based on practical advisory experience, DNP Viet Nam Law Firm recommends that enterprises proactively review their ownership structure, shareholder agreements, and company charter to ensure that beneficial owners are properly and accurately identified. Failure to declare or incorrectly declaring beneficial ownership information may lead to legal risks and could negatively affect future investment transactions, mergers, or acquisitions.
In the context of increasing transparency requirements, compliance with beneficial ownership regulations is not only a legal obligation but also a strategic measure to enhance corporate governance standards. If businesses require in-depth advice or assistance in fulfilling declaration procedures, the legal team at DNP Viet Nam Law Firm is ready to provide comprehensive and effective legal solutions.
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