New 2026 Guidance on Beneficial Ownership Declarations: Forms and Deadlines

In 2026, the beneficial ownership (BO) declaration duty of Vietnamese enterprises enters a substantively tighter phase: nominee shareholding is now banned, and a brand-new 3-step identification cascade has been added. The change comes from Decree 296/2026/ND-CP (issued 23 July 2026) amending enterprise-registration rules, accompanied by the form system under Circular 68/2025/TT-BTC and a 10-day deadline for changes. This article guides each identification step, how to complete Forms 10/11, and the most common errors.

1. Why 2026 tightens beneficial ownership declarations

A beneficial owner is the individual who actually owns or controls the enterprise — defined in Clause 35, Article 4 of the Enterprise Law 59/2020/QH14 (as amended by Law 76/2025/QH15). Previously, BO declarations mostly stopped at simple capital-ownership criteria, leaving a “loophole” for nominee arrangements: the real contributor hiding behind a name on the license.

Decree 296/2026 closes this loophole from both sides: it bans nominee capital contribution (amending Clause 1, Article 4 of Decree 168/2025/ND-CP) — asking someone to hold shares on your behalf is now a violation; and it adds a mandatory 3-step BO identification cascade, forcing enterprises to “trace through” to the ultimate controlling individual rather than stopping at intermediate legal entities.

2. The 3-step BO identification cascade (new in 2026)

Under Decree 296/2026 amending Article 18 of Decree 168/2025/ND-CP, enterprises identify BOs in a sequential 3-step order, stopping at whichever step finds a matching individual:

Step 1 — Ownership criterion: identify individuals meeting Clause 1, Article 17 of Decree 168/2025 — i.e., directly or indirectly owning 25% or more of charter capital (or the prescribed controlling ratio). This is the first and most common “gate.”

Step 2 — De facto control criterion: if no individual meets Step 1, or there are grounds that the Step-1 individual is not the real BO (nominee case), move to individuals meeting the de facto control criterion in Clause 2, Article 17 — the person actually controlling and running the enterprise without nominal capital ownership.

Step 3 — Senior manager: if still nobody is identified, declare the most senior manager of the enterprise (usually the General Director/Director) — except where that person represents state capital.

Example: Company A is 100% owned by Company B; Company B is owned by individuals X (60%) and Y (40%). The enterprise must “look through” Company B and declare X and Y as BOs (Step 1) — it may not stop at “Company B.” If X merely holds shares on behalf of Z — the real controller — then Z is the BO under Step 2.

3. How to complete Forms 10/11 (Circular 68/2025/TT-BTC)

The BO declaration forms follow Circular 68/2025/TT-BTC:

Enterprise registration application (Forms 2–5, Appendix I): in the BO declaration section, tick the “Yes” box if the enterprise has declarable BOs;
Forms No. 10/11 — List of beneficial owners: for each individual declare: full name, nationality, personal ID number (citizen ID/passport), contact address, ownership ratio (direct/indirect) or control basis (if identified under Step 2), and title (if declared under Step 3).

Completion notes: ownership ratios must show the full indirect chain (e.g., X owns 60% of B, B owns 100% of A → X indirectly owns 60% of A); the de facto control basis needs a concrete description (appointment/removal powers, strategic decision rights), not a generic “is the operator.”

4. Two deadlines to remember

Timing	Duty	Basis
Enterprise establishment	Declare BOs with the formation file	Art. 18, Decree 168/2025 (as amended by Decree 296/2026)
BO changes	Notify changes within 10 days of the change	Art. 52, Decree 168/2025/ND-CP

Declarations are filed online via the National Enterprise Registration Portal, signed with a digital signature or the legal representative’s VNeID identity.

5. Five common errors and sanctions

1. Stopping at the intermediate entity: declaring only the parent company without “looking through” to the ultimate individuals — a breach of the 3-step cascade.

2. Skipping Step 2: nominee signs exist but no de facto controller is identified.

3. Forgetting the “Yes” tick: on Forms 2–5 while attaching Forms 10/11 — the file is returned for supplementation.

4. Missing the 10-day change notice: a capital transfer changes the BO but notification is late — administrative sanctions for enterprise-registration violations.

5. Mismatched information: ownership ratios on Forms 10/11 do not match the shareholder/member register — the registry demands explanations, delaying processing.

Sanctions: beyond administrative fines, enterprises filing untruthful BO declarations may face liability in capital-ownership disputes, and nominee holders face legal risk once discovered under the new ban.

6. Special cases: investment funds, trusts, and state capital

Three structures need extra care. Investment funds: where a fund holds the enterprise, trace through the fund to the individuals controlling the fund manager or holding decisive economic interests — the fund itself is never the BO. Trusts: identify the settlor, trustee, protector (if any), and beneficiaries with vested interests; Vietnamese practice is still forming here, so document the analysis carefully. State capital: where the enterprise has state-owned shares, Step 3’s “senior manager” fallback expressly excludes representatives of state capital — the declaration must instead identify the individual exercising the ownership representative function under the state-capital management regime. When in doubt, prepare a written BO-analysis memorandum signed by the legal representative; it is the single most useful document if the registry questions the filing.

Frequently asked questions

Is the BO list public? The declaration is filed with the enterprise registration authority and is accessible within the scope permitted by law — it is not a fully public register in the open-data sense, but authorities (tax, banking, AML) can access it. Assume counterparties’ banks will ask for it during KYC.

What if the real controller refuses to provide ID documents? The enterprise remains liable for a complete and truthful declaration. Build BO-document delivery into shareholder agreements and investment contracts as a contractual obligation with remedies.

Documentation discipline: the most underrated compliance tool is record-keeping. For every BO determination, retain: the ownership-chain diagram, the Step-1/2/3 analysis memo, copies of ID documents, and the filed Forms 10/11 with submission receipts. Regulators, banks, and counterparties increasingly ask for BO evidence during due diligence — a company that produces a clean BO file in hours signals strong governance, while one that scrambles for documents signals risk. Review the BO file at least annually and upon every capital transfer, even if no formal “change” is declared.

Conclusion

The 2026 compliance formula: identify BOs in the correct 3-step order (25% ownership → de facto control → senior manager); complete Forms 10/11 correctly with the indirect ownership chain; declare with the formation file and notify within 10 days of changes. With nominee shareholding now banned, every multi-layer ownership structure should be reviewed now.

This article provides general information as of 14 October 2026. Complex ownership structures (multi-layer, trusts, investment funds) require counsel’s case-by-case determination.

Start with the easy wins: if a full ownership-mapping project feels daunting, begin with the two items that resolve most cases — collect ID documents for all individuals holding 25% or more (directly or indirectly), and confirm in writing from each whether they hold for themselves or for someone else. These two steps alone surface the majority of Step-2 nominee situations and give the board a clear picture of where deeper analysis is needed. The 10-day change-notification clock starts running on every future transfer, so building this discipline now prevents a scramble later.

This article has been reviewed by the QA Council — FLAW AI Legal Council.