On June 17, 2025, the National Assembly passed the Law Amending and Supplementing several Articles of the Law on Enterprises, marking a significant step in identifying and disclosing information about “Beneficial Owners”. Concurrently, Decree No. 168/2025/NĐ-CP and Circular No. 68/2025/TT-BTC were promulgated, respectively, guiding the implementation of regulations regarding beneficial owners.
The regulation on beneficial owners helps increase transparency in ownership structures and prevents money laundering and tax evasion. The inclusion of beneficial owner regulations in the revised Law on Enterprises also serves as a foundation for ensuring the implementation of international commitments on anti-money laundering, especially in the context of Vietnam being placed on the “grey list” of the FATF (Financial Action Task Force) [Asia/Pacific Group on Money Laundering] since June 2023.
I. Legal regulations on the declaration of beneficial owner information
According to the provisions of the revised and supplemented Law on Enterprises 2025, the beneficial owner of an enterprise with legal status is an individual who actually owns the charter capital or has the right to dominate that enterprise, except for the representative of the State owner and the representative of the State’s capital contribution at the enterprise.
Article 17 of Decree No. 168/2025/NĐ-CP details this provision, according to which, the beneficial owner is identified as:
- Directly owning 25% or more of the charter capital/total voting shares;
- Indirectly owning 25% or more of the charter capital/total voting shares;
- An individual who has the right to dominate the approval of 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; legal representative, director, or general director of the enterprise; amendment or supplementation of the enterprise’s Charter; change of the company’s organizational management structure; reorganization, or dissolution of the company.
When making the declaration, the enterprise uses Form No. 10, as specified in Circular No. 68/2025-TT-BTC. However, the enterprise is not required to declare all the beneficial owners mentioned above, but only needs to declare information about the following beneficial owners:[1]
- An individual who is a member/shareholder owning 25% or more of the charter capital/total voting shares;
- An individual who is the owner of a one-member limited liability company;
- An individual who has the right to dominate the approval of 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; legal representative, director, or general director of the enterprise; amendment or supplementation of the enterprise’s Charter; change of the company’s organizational management structure; reorganization, or dissolution of the company.
For joint stock companies, the enterprise founders and the enterprise shall simultaneously declare and notify the provincial-level business registration authority of the information of shareholders that are organizations owning 25% or more of the total voting shares. In this case, the enterprise uses Form No. 11, as specified in Circular No. 68/2025/TT-BTC.
Regarding the timeframe for notifying Beneficial Owners according to the Revised and Supplemented Law on Enterprises 2025 and Decree No. 168/2025/NĐ-CP
- For enterprises registered before July 1, 2025: The supplementation of information regarding the enterprise’s beneficial owner(s) (if any) shall be carried out simultaneously with the enterprise’s nearest procedure for registering changes to the business registration content or notifying changes to the business registration content, unless the enterprise requests to supplement the information sooner.[2]
- For enterprises established on and after July 1, 2025: The declaration of beneficial owner information shall be carried out by the enterprise’s founder at the time of the enterprise’s establishment.
II. Legal regulations on notifying changes to beneficial owner information
In the event of a change in the beneficial owner’s information or the declared ownership ratio, the enterprise (excluding listed companies and companies registering securities trading) must notify the change in beneficial owner information within 10 days from the occurrence of such a change.[3] The dossier (application file) includes:
- Notice of change to the business registration content using Form No. 12, as specified in Circular No. 68/2025/TT-BTC;
- List of the enterprise’s beneficial owners using Form No. 10, as specified in Circular No. 68/2025/TT-BTC.
In the event of a change in shareholders and/or information regarding a shareholder that is an organization owning 25% or more of the charter capital, the enterprise (excluding listed companies and companies registering securities trading) must notify the provincial-level Business Registration Authority within 10 days from the occurrence of such a change. The dossier includes:[4]
- Notice of change to the business registration content using Form No. 12, as specified in Circular No. 68/2025/TT-BTC;
- List for determining the enterprise’s beneficial owner using Form No. 11, as specified in Circular No. 68/2025/TT-BTC.
III. Legal risks and penalties under Decree No. 122/2021/NĐ-CP
Pursuant to Article 49 of Decree No. 122/2021/NĐ-CP, in case of late notification of changes to beneficial owner information, the enterprise may face a warning or an administrative fine ranging from 3,000,000 VND to 20,000,000 VND, depending on the duration of the delay in notification. In the event of failure to notify the change, the enterprise may be subject to an administrative fine of up to 30,000,000 VND; it may also be subject to remedial measures that can force the enterprise to send the required notification to the Business Registration Authority.
This article is only for informational purposes. The contents of this article shall neither constitute legal advice nor should they be considered as detailed legal advice for specific cases. For more information on these issues, please contact us for specific support and advice.
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[1] Article 18 of Decree No. 168/2025/NĐ-CP.
[2] Article 3 of Law No. 76/2025/QH15.
[3] Clause 1, Article 52 of Decree No. 168/2025/NĐ-CP; Clause 13, Article 1 of Law No. 76/2025/QH15 amending and supplementing Clause 1, Article 31 of Law No. 59/2020/QH14.
[4] Clause 2, Article 52 of Decree No. 168/2025/NĐ-CP.
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