More and more Vietnamese companies sit inside multi-tier ownership structures: a local company owned by a holding company, which is in turn held by an investment fund, sometimes offshore. The question arises: when declaring beneficial owners, must the company “look through” every tier to find the ultimate individual?
The answer is YES — look-through to the ultimate individual is mandatory. Under Clause 35, Article 4 of the Law on Enterprises (added by Law 76/2025/QH15, effective 01/7/2025) and Article 17 of Decree 168/2025/ND-CP (amended by Article 3 of Decree 296/2026/ND-CP, effective 23/7/2026), a beneficial owner is an individual who actually owns or controls the enterprise — not an intermediary entity.
Three-tier criteria for identifying beneficial owners
Article 17 (as amended) sets three tiers of criteria, applied in strict order:
Tier 1 — ownership of 25% or more. An individual owning, directly, indirectly, or combined, 25% or more of charter capital or voting shares. “Indirect ownership” — through an organization or other legal arrangement — is the basis for looking through holdings and funds to the ultimate individual.
Tier 2 — de facto control. If no individual meets Tier 1, identify the beneficial owner through control rights: appointing or dismissing managers; amending the charter; deciding financial policies; reorganizing or dissolving the enterprise. Whoever actually holds these powers is the beneficial owner even with nominal ownership below 25%.
Tier 3 — fallback. If neither tier identifies anyone, the beneficial owner is the manager with the greatest authority — excluding representatives of state capital.
Declaration obligations
Under Article 18 (amended by Article 4 of Decree 296/2026/ND-CP), the company declares beneficial owners to the provincial business registration authority following the three-tier order. The company must collect, update, and retain beneficial-owner information for at least 05 years after dissolution or bankruptcy.
A key change from 23/7/2026: the separate notification duty for shareholders that are organizations owning 25% or more is abolished (Clause 2, Article 52 repealed). The regulatory focus shifts entirely to “finding the ultimate individual” — no more separate filings on intermediary entity tiers.
Sanctions
Decree 288/2026/ND-CP (amending Decree 122/2021, effective 21/7/2026) provides:
- VND 30–70 million: untruthful or inaccurate beneficial-owner declarations;
- VND 50–100 million: failure to declare beneficial owners upon establishment;
- VND 70–100 million: existing enterprises failing to supplement beneficial-owner information.
Look-through in practice
For fund–holding–company structures, build an ownership chart from the company upward through each tier, recording direct and indirect ownership ratios at every level, then apply the three-tier criteria to identify the ultimate individual. Keep on file: charters, shareholder/member lists at each tier, shareholder agreements, and management appointment decisions — as evidence supporting the identification if the registration authority or inspectors ask.
Points that remain unclear
- “Other legal arrangement” within indirect ownership is not defined in detail — whether a foreign trust counts remains to be clarified.
- Non-cooperating offshore intermediary tiers: the law provides no specific mechanism for this scenario.
- Calculating indirect ownership where each tier is below 25%: no uniform calculation guidance exists yet.
For these grey areas, document your calculation method and legal basis internally, and watch for new guidance.
Frequently asked questions
Q: My company is 100% owned by a foreign investment fund — must I declare beneficial owners?
A: Yes. Look through the fund to identify the ultimate individual who actually owns or controls the company, applying the three-tier criteria in order.
Q: No individual owns 25% — whom do I declare?
A: Move to Tier 2 — identify through de facto control rights. If still unidentified, Tier 3 is the manager with the greatest authority (excluding state-capital representatives).
Q: From 23/7/2026, must I still separately notify about 25%+ organizational shareholders?
A: No. Clause 2, Article 52 was repealed — the focus is now on declaring the ultimate individual beneficial owner.
Legal references
- Law 76/2025/QH15: Clause 35 Article 4; Clause 6 Article 217; Point h Clause 1 Article 216; Article 3 (transitional);
- Decree 168/2025/ND-CP (effective 01/7/2025): Articles 17, 18, 19, 52, 74;
- Decree 296/2026/ND-CP (effective 23/7/2026): Articles 3, 4; Clause 9 Article 19;
- Decree 288/2026/ND-CP (amending Decree 122/2021, effective 21/7/2026): Articles 43, 44, 46, 48.
Contact
FLAT Law Firm advises enterprises on identifying and declaring beneficial owners: reviewing multi-tier ownership structures, building look-through charts, and preparing filings with the business registration authority. Contact: contact us.
This article is for general information only and does not replace legal advice for your specific case.
Transparency note: The legal content of this article has been reviewed by the FLAW AI Legal Council. It is not the opinion of a human lawyer who has reviewed your case; content requires owner approval before publication.
