Vietnam Introduces Mandatory Beneficial Ownership Disclosure Rules for Enterprises

Vietnam has introduced a mandatory framework requiring enterprises to proactively identify and declare their beneficial owners (UBOs), marking a significant step in strengthening corporate transparency and anti-money laundering (AML) compliance.

Effective 23 July 2026, Decree No. 296/2026/ND-CP amends the enterprise registration regime by replacing the previous “if any” approach, under which businesses declared a beneficial owner only when one was readily identifiable, with a mandatory, sequential process for identifying and reporting beneficial ownership.

The new rules require enterprises to look beyond their immediate shareholders and trace ownership and control through every level of the corporate structure until the individual who ultimately owns or exercises effective control over the enterprise is identified.

Who qualifies as a beneficial owner?

The decree defines a beneficial owner as one or more individuals who ultimately own or exercise effective control over an enterprise with legal person status, excluding individuals representing state capital.

In practice, a beneficial owner may be an individual who:

• Directly controls the enterprise;
• Indirectly owns the enterprise through intermediary entities or legal arrangements; or
• Ultimately exercises de facto control over the enterprise.

By expanding the concept beyond legal ownership, the new framework aims to improve the transparency of corporate ownership structures and support Vietnam’s broader efforts to combat money laundering and corruption.

A three-step process for identifying beneficial ownership

Once the definition has been established, enterprises must identify and declare beneficial owners in a prescribed sequence.

Step 1: Identify significant ownership

The first step is to determine whether any individual directly or indirectly owns at least 25 per cent of the enterprise’s charter capital or voting rights.

The beneficial owner shall be one or more individuals identified as follows:

• Indirect ownership through companies or other legal arrangements counts towards the 25 per cent threshold.
• Where family members or individuals acting under contractual arrangements collectively own 25 per cent or more of an enterprise, each individual within the group must be identified as a beneficial owner.
• For partnerships, all general partners are regarded as beneficial owners regardless of their capital contribution or voting rights.

Step 2: Determine effective control

If no individual satisfies the ownership threshold, or there is evidence that the identified shareholder is not the true beneficial owner, the enterprise must identify the individual exercising effective control.

The decree recognises several indicators of effective control, including the ability to:

• Appoint or remove the majority of senior management or board members;
• Amend the company’s charter;
• Change the organisational structure;
• Determine financial, investment, or operational policies; or
• Decide on the company’s reorganisation or dissolution.

Step 3: Identify the senior manager

Only if no individual can be identified through ownership or effective control should the enterprise designate the individual with the highest managerial authority authorised to act on its behalf as the beneficial owner. This does not apply to individuals representing state capital.

Enterprises must review their entire ownership chain

A key change under Decree 296 is the requirement for enterprises to conduct a layer-by-layer review of their ownership structure until the ultimate natural person exercising ownership or effective control is identified.

Where ownership structures include legal arrangements governed by Vietnam’s AML legislation, businesses must identify the beneficial owner in accordance with the applicable anti-money laundering rules.

This means beneficial ownership can no longer be determined solely by reviewing the company’s shareholder register. Enterprises should instead maintain documentation demonstrating how they identified the ultimate beneficial owner and be prepared to support their declaration if requested by the business registration authority.

Different reporting timelines apply

The declaration requirements vary depending on when the enterprise was established.

Enterprises incorporated on or after 1 July 2025, must declare beneficial ownership information when registering the business.

For enterprises established before that date:

• Businesses that have not previously declared a beneficial owner, or previously declared that none existed, must supplement this information when carrying out their next enterprise registration or notification of registration changes.
• Businesses that have already declared beneficial ownership must notify the business registration authority within 10 days whenever their beneficial ownership information changes.

Business implications

The new rules transform beneficial ownership from a disclosure exercise into an ongoing compliance obligation.

Enterprises, particularly those with multi-tier corporate structures, foreign shareholders, nominee arrangements, trusts, or family ownership, may need to undertake detailed ownership mapping to determine who ultimately owns or controls the business.

Companies should also establish internal procedures to monitor ownership changes and maintain supporting documentation for future registration updates.

As Vietnam continues aligning its corporate governance framework with international AML standards, identifying and maintaining accurate beneficial ownership information is expected to become an increasingly important component of corporate compliance and regulatory risk management.

See also: Vietnam Updates Anti-Money Laundering Framework: Reporting on Large Cash Transactions