Beneficial Ownership Declaration in Vietnam: Key Updates for Businesses in 2026

Beneficial ownership declarations have become a key concern for businesses in Vietnam following the amendments introduced under Decree No. 296/2026/ND-CP. Businesses should understand the revised identification criteria and related requirements to ensure compliance with applicable regulations. Let's explore the latest updates with G2B on beneficial owner identification criteria, declaration timelines, and penalties for violations in this article.

Understanding beneficial ownership

Businesses should identify their beneficial owners and understand the applicable declaration requirements to ensure that the information submitted is accurate and complies with Vietnam’s regulations.

What is a beneficial owner under the latest 2026 regulations?

A beneficial owner of an enterprise with legal entity status is one or more individuals who directly or indirectly ultimately own or actual control over the enterprise, excluding individuals representing state capital in the enterprise.

According to Article 3 of Decree No. 296/2026/ND-CP, amending and supplementing Article 17 of Decree No. 168/2025/ND-CP.

Based on the above definition, the following points can be established:

A beneficial owner must be an individual, not an organization.
Identification must be based on the individual’s ultimate ownership or actual control of the enterprise, rather than solely on the information recorded in the Enterprise Registration Certificate.
Individuals representing state capital in the enterprise are not considered beneficial owners.

A beneficial owner is an individual who directly or indirectly has actual control of the enterprise

What are the criteria for identifying beneficial owners?

Under Vietnam’s current regulations, beneficial owners must be identified in accordance with specific legal criteria. The following outlines the latest criteria applicable to beneficial owner identification.

Criteria 1: Ownership criterion (25% or more)

An individual is identified as a beneficial owner if they meet one of the following conditions:

Directly or indirectly, jointly holds through both direct and indirect ownership, at least 25% of the enterprise’s charter capital or total voting shares.
Indirectly holds at least 25% of the enterprise’s charter capital or total voting shares through one or more organizations or other legal arrangements.
Belongs to a group of family members (including spouses, parents, children, or siblings) or individuals bound by a contractual agreement who collectively hold at least 25% of the enterprise’s ownership interests.
A general partner in a partnership, regardless of their capital contribution ratios or voting rights.

Criteria 2: Actual control criterion

If no individual meets the ownership criteria, or the identified owner may not be the actual beneficial owner, the enterprise must identify and declare one or more individuals who actually control the enterprise through any of the following rights:

Appointing, relieving from duty or removing a majority or all members, or the chairperson, of the Board of Directors or Board of Members, or the Director or General Director.
Amending or supplementing the enterprise’s charter.
Changing the enterprise’s organizational structure.
Deciding on the enterprise’s financial, investment and operational policies.
Deciding on the reorganization or dissolution of the enterprise.

Therefore, an individual who does not hold at least 25% of the enterprise’s charter capital or total voting shares may still be identified as a beneficial owner if they exercise actual control over the enterprise in accordance with the above criteria.

Criteria 3: The highest level of managerial authority

If no individual meets either the ownership or actual control criteria, the enterprise must identify and declare the information of the enterprise manager with the highest authority to act on its behalf. This criterion does not apply to individuals representing state capital in the enterprise.

Why do businesses need to identify beneficial owners?

The identification and declaration of beneficial owners is essential to enhancing corporate transparency, preventing the misuse of corporate structures, and ensuring compliance with applicable legal requirements.

In particular, accurate beneficial ownership information helps businesses to:

Identify the individuals who ultimately own or exercise actual control over an enterprise, helping prevent corporate entities from being used to conceal illicit funds or assets.
Distinguish registered shareholders from individuals who ultimately own or exercise actual control over an enterprise, providing greater transparency into the enterprise’s ownership and control structure.
Support the tracing of ownership structures and the identification of relevant individuals in cases of suspected legal violations, helping establish accountability.
Support due diligence and risk assessments in investment activities, business partnerships, and mergers and acquisitions through accurate beneficial ownership information.

Beneficial ownership declarations enhance transparency and ensure legal compliance.

What businesses are required to declare beneficial owners?

Businesses should review their beneficial ownership information to ensure that all declarations are accurate, complete, and up to date in accordance with applicable regulations.

Which businesses must comply with beneficial ownership declaration requirements?

The applicable beneficial ownership declaration requirements depend on the company’s establishment date, its previous filing status, and any subsequent changes to the declared information.
The requirements for each case are as follows:

Companies established before 1 July 2025: Companies that have not submitted beneficial ownership information are required to provide such information upon their next registration or notification of changes to enterprise registration information.
Companies with changes in declared information: Companies must notify the provincial-level business registration authority of any changes to their declared beneficial ownership information or ownership percentages within 10 days of the change. This notification deadline was already prescribed under Decree No. 168/2025/ND-CP and was not newly introduced by Decree No. 296/2026/ND-CP.
Companies with unchanged declarations: Companies are not required to resubmit their beneficial ownership declarations solely because Decree No. 296/2026/ND-CP revised the criteria for identifying beneficial owners. The Decree also does not impose a general requirement to update existing declarations within 10 days of its effective date.
Companies with incomplete or inaccurate declarations: Companies with missing or inaccurate beneficial ownership information, or those subject to an official request, must review and correct their declarations within the applicable deadline. Companies included in the inspection exercise should also verify their filing status with the relevant authority, regardless of whether their ownership structure has recently changed.

Important timeline for businesses

Businesses should review the beneficial ownership declaration requirements and applicable timelines established by the relevant provincial authorities to ensure compliance. In this regard, as these timelines will vary depending on the locality and the scope of businesses covered, businesses are advised to verify whether they are subject to the requirements. Furthermore, they should confirm the information to be declared, the applicable submission timeline, and the relevant legal basis issued by the provincial authority.

What are the penalties for non-compliance?

Failure to comply with beneficial ownership declaration and reporting requirements may result in administrative fines, depending on the nature of the violation. The applicable penalties include:

30 million - 70 million VND: Providing false or inaccurate information about beneficial owners or the information used to identify beneficial owners.
50 million - 100 million VND: Failing to declare beneficial ownership information and the information required to identify beneficial owners at the time of carrying out enterprise establishment registration procedures.
70 million - 100 million VND: Failing to supplement beneficial ownership information and the information required to identify beneficial owners when carrying out the most recent procedures for registering changes to enterprise registration information or notifying such changes. This penalty applies to enterprises established before 1 July 2025
Up to 70 million VND: Violations of the obligation to report or provide beneficial ownership information to competent state authorities, as prescribed in Article 48.

What should businesses do?

Foreign-invested enterprises should review their beneficial ownership declarations, verify the information submitted, and ensure ongoing compliance with applicable requirements. The following steps can help businesses address their obligations:

Review filing status: Check previous declarations and confirm whether the enterprise is covered by an inspection notice or information request. Verify the applicable timeline and submission method with the provincial business registration authority.
Review the ownership structure: Trace each layer of ownership and gather the information needed to assess direct and indirect holdings, qualifying family or contractual groups, actual control, and relevant legal arrangements and trusts.
Document the assessment: Keep a record of the basis for identifying each beneficial owner. If no individual meets the ownership or control criteria, document the reasons for identifying the manager with the highest authority to act on the enterprise’s behalf.
Resolve outstanding declarations and report changes: Provide any information that has not yet been declared, amend inaccurate submissions, and notify the relevant authority of changes within the prescribed timeframe. A revision to the identification criteria does not, by itself, require a new declaration if the information previously submitted remains unchanged.
Establish ongoing compliance responsibilities: Appoint a person to oversee compliance and track changes, including obtaining relevant information from headquarters. Check whether the requested documents require translation, certification, or legalisation.
Maintain consistency in ownership records: Ensure that the information submitted to registration authorities and banks is consistent with the enterprise’s actual ownership and control structure.

Businesses should verify beneficial ownership declarations and ensure compliance.

Beneficial ownership declaration is an important aspect of corporate compliance in Vietnam. Businesses should ensure that beneficial owners are accurately identified, ownership records are kept up to date, and all applicable declaration and notification requirements are met. With compliance reviews taking place in 2026, reviewing existing records can help businesses identify potential gaps and address them promptly. Contact G2B today to learn more about our corporate services in Vietnam.