Vietnam Beneficial Ownership Rules: Who Must Declare, When, and What Are the Penalties?

Vietnam is stepping up checks on beneficial ownership (BO) declarations. Foreign-invested enterprises should review their filing status, apply the revised identification criteria where required, and distinguish provincial inspection deadlines from statutory reporting obligations.

Vietnam’s business registration authorities have been directed to prioritise reviewing and inspecting enterprises identified as having no beneficial ownership information on file. Official Dispatch No. 3164/DNTN-GS, issued on 7 October 2026 by the Agency for Private Enterprise and Collective Economy Development under the Ministry of Finance, concerns enterprises established or registered as having made changes from 1 July 2025 onwards.

Published accounts of the accompanying list identify 42,911 enterprises. Inclusion indicates that BO information was absent from the compiled records; it does not, by itself, establish that an enterprise has committed a violation.

For foreign-invested enterprises (FIEs), the immediate task is to establish whether a BO declaration is outstanding, whether previously declared information has changed, and whether a provincial authority has issued a relevant request. Companies should not assume that the July 2026 changes to the identification rules automatically require every existing declaration to be resubmitted.

Why authorities are checking beneficial ownership

The inspection exercise follows Official Dispatch No. 13767/BTC-DNTN of 3 September 2026, which called for provincial business registration authorities to focus on BO compliance during the final four months of 2026. It supports implementation of Decision No. 948/QD-TTg of 27 May 2026, the national action plan on Vietnam’s obligations concerning exchange of information on request for tax purposes.

There is no single nationwide submission deadline for this inspection exercise. Enterprises should check notices and requests issued by their provincial Department of Finance or business registration authority, including the enterprises covered and the required submission method. These local requests operate alongside national filing and update requirements.

How Vietnam identifies a beneficial owner

Decree No. 296/2026/ND-CP, effective from 23 July 2026, revised Vietnam’s rules for identifying and declaring beneficial owners of enterprises with legal personality. A beneficial owner must be an individual; individuals representing state capital are excluded.

Enterprises must apply the following tests in sequence:

1. Ownership: Identify individuals who meet the ownership criteria.
2. Actual control: If the ownership test identifies no qualifying individual, or there are grounds to doubt that the person identified is the beneficial owner, identify individuals who exercise actual control.
3. Senior manager: If neither test identifies a beneficial owner, declare the manager with the greatest authority to act on the enterprise’s behalf.

Step 1: Identify individuals who meet the ownership threshold

An individual qualifies as a beneficial owner if they own at least 25 percent of the company’s charter capital or total voting shares. This includes direct ownership, indirect ownership through other entities, or a combination of both.

For example, an individual who owns 15 percent directly and another 15 percent indirectly holds a combined 30 percent interest and meets the threshold.

Two additional rules apply:

• Family or contractual groups: If individuals connected by family relationships specified in the Law on Enterprises, or by contract, collectively meet the 25 percent threshold, each individual in that group is identified as a beneficial owner.
• Partnerships: Every general partner qualifies as a beneficial owner, regardless of their capital contribution or voting rights.

Step 2: Identify individuals who exercise actual control where required

Apply the control test if the ownership test identifies no qualifying individual, or if there are grounds to conclude that the person identified through ownership is not the beneficial owner.

A person may exercise actual control through the power to:

• Appoint or remove the chairperson, a majority of members, or all members of the board of directors or members’ council;
• Appoint or remove the Director or General Director;
• Amend the company’s charter or change its organisational structure;
• Determine its financial, investment, and operating policies; or
• Decide on its reorganisation or dissolution.

The assessment must consider both formal legal rights and control exercised in practice.

Step 3: Identify the most senior manager if neither test identifies a beneficial owner

If neither the ownership nor the control test identifies a beneficial owner, the company must declare one manager with the greatest authority to act on its behalf. Individuals representing state capital are excluded.

The company should determine who actually holds that authority. It should not automatically select the General Director based on their job title alone.

How foreign ownership structures affect beneficial ownership declarations

For a Vietnamese company owned by a foreign corporate parent, the assessment must look beyond the parent company. The company must trace each layer of ownership to identify the individuals who ultimately own or control it. This may require ownership records and supporting information from overseas holding companies or headquarters.

When applying the ownership test, companies must assess individuals’ direct and indirect holdings together, including relevant family relationships and contractual arrangements. If the foreign parent is listed or has widely dispersed shareholders, the Vietnamese company must still complete the assessment. Where the ownership test does not identify a beneficial owner, it must assess actual control and, if necessary, apply the senior-manager fallback.

Trusts and similar legal arrangements require additional consideration. Their beneficial owners must be identified under the applicable anti-money laundering rules, so calculating ownership percentages alone may not be sufficient.

Decree 296 also prohibits company owners, shareholders, and members from contributing capital in their own names on behalf of someone else. FIEs using nominee arrangements should seek advice on whether those arrangements comply with this requirement.

When companies must file or update information

The filing requirement depends on when the company was established, whether it has already declared its beneficial owners, and whether the declared information has changed.

Companies established before 1 July 2025: Companies that have not yet submitted beneficial ownership information must provide it when they next register or notify changes to their enterprise registration information. They may also submit it voluntarily before then.

Companies whose declared information has changed: Companies must notify the provincial business registration authority within 10 days of a change to their declared beneficial ownership information or ownership percentages. This deadline already applied under Decree 168; Decree 296 did not introduce it.

Companies whose declared information remains unchanged: The Ministry of Finance has clarified that companies do not need to resubmit their declarations solely because Decree 296 changed the criteria for identifying beneficial owners. The decree also did not impose a general requirement to update existing declarations within 10 days of taking effect.

Companies with missing or inaccurate filings, or an official request: These companies should correct their records and respond within the applicable deadline. Companies covered by the inspection exercise should check their filing status with the relevant authority, even if their ownership structure has not recently changed.

Declarations use Form No. 10, as replaced by Circular No. 121/2026/TT-BTC of 21 August 2026.

Penalties for beneficial ownership violations

Decree No. 288/2026/ND-CP amended the penalties under Decree No. 122/2021/ND-CP, effective from 21 July 2026. The following penalties apply to organisations. For late notifications, the delay is counted from the applicable filing deadline.

Violation	Penalty for organisations
Failure to declare required beneficial ownership information when registering a new enterprise	VND 50–100 million
Failure by an enterprise established before 1 July 2025 to supplement required beneficial ownership information when next registering or notifying changes to enterprise registration information	VND 70–100 million
Submitting untruthful or inaccurate beneficial ownership declarations	VND 30–70 million
Failure to notify changes to beneficial ownership information	VND 30–70 million
Submitting a change notification 1–10 days after the deadline	Warning
Submitting a change notification 11–30 days after the deadline	VND 10–20 million
Submitting a change notification 31–90 days after the deadline	VND 30–40 million
Submitting a change notification 91 days or more after the deadline	VND 50–60 million
Providing incomplete information, or providing it late, in response to an official request concerning beneficial ownership	VND 20–30 million
Failure to report or provide information requested by a competent authority, or providing untruthful or inaccurate information in response	VND 50–70 million

These penalties distinguish between late notification, failure to notify, and failure to comply with an official information request. The applicable penalty depends on the specific breach.

For the same administrative violation, an individual’s monetary fine is half the organisational fine. Paying a fine does not remove any applicable requirement to submit, supplement, or correct the information.

Practical steps for foreign-invested enterprises

• Check your filing status. Review previous declarations and confirm whether the enterprise is covered by an inspection notice or information request. Check the deadline and submission method with the provincial business registration authority.
• Map the ownership structure. Trace each layer of ownership and obtain the information needed to assess combined direct and indirect holdings, qualifying family or contractual groups, actual control, and relevant legal arrangements, such as trusts.
• Document the assessment. Record why each individual qualifies as a beneficial owner. If neither the ownership nor control test identifies anyone, explain the basis for selecting the manager with the greatest authority to act on the enterprise’s behalf.
• Address missing information and actual changes. Submit outstanding information, correct inaccurate declarations, and report changes within the applicable deadline. A change in the identification criteria alone does not automatically require refiling where previously declared information remains unchanged.
• Assign responsibility for ongoing compliance. Designate someone to monitor changes and obtain information from headquarters. Confirm any translation, certification, or legalisation requirements for the documents requested.
• Keep the underlying facts consistent. Ensure that information supplied to registration authorities and banks accurately reflects the enterprise’s ownership and control structure.

Resolution No. 66.23/2026/NQ-CP aligns the beneficial ownership identification criteria under anti-money laundering rules with the revised enterprise registration framework. However, banks retain their own customer verification obligations and may request supporting documents beyond those submitted for enterprise registration.