Enterprise Law 76/2025: Beneficial Ownership Declaration Duties for FDI Companies
Beneficial ownership in Vietnam (2025) is one of the most far-reaching innovations of Law No. 76/2025/QH15 amending the Enterprise Law — effective 1 July 2025. For the first time, Vietnamese law formally defines a company's "beneficial owner" (chủ sở hữu hưởng lợi) and imposes duties to declare, update and maintain information on such persons. For FDI companies — whose ownership often stretches through multiple tiers of foreign parents — the new duties demand serious preparation.
Table of contents
- 1. Overview of the instrument
- 2. Key new points
- 3. Practical impact on FDI companies
- 4. Action items and timelines
- 5. Open points to monitor
- 6. Frequently asked questions
1. Overview of the instrument
- Instrument: Law No. 76/2025/QH15 amending the Enterprise Law No. 59/2020/QH14, passed 17 June 2025.
- Effectiveness: from 1 July 2025.
- Key guiding instruments: Decree No. 168/2025/ND-CP on enterprise registration (effective 1/7/2025; Article 17 amended by Article 3 of Decree No. 296/2026/ND-CP, effective 23/7/2026) and Circular No. 68/2025/TT-BTC dated 1/7/2025 issuing enterprise registration forms (amended by Circular No. 121/2026/TT-BTC dated 21/8/2026, which replaces Form No. 10 and abolishes Form No. 11).
- Context: the new rules strengthen transparency of corporate ownership structures, aligned with anti-money-laundering trends and international beneficial-ownership standards.
2. Key new points
2.1. First statutory definition of "beneficial owner of an enterprise"
The Law adds clause 35 to Article 4 of the Enterprise Law:
"The beneficial owner of an enterprise with legal person status is an individual with de facto ownership of charter capital or controlling rights over such enterprise, excluding direct owner representatives at enterprises 100% owned by the State and representatives of state capital at joint-stock or multi-member limited liability companies as regulated by laws on state capital management at enterprises."
Three key elements: (i) it must be an individual — an organization cannot be a beneficial owner; (ii) it turns on de facto ownership or controlling rights, not merely the name on the enterprise registration certificate; (iii) state-capital representatives are excluded as regulated.
2.2. New corporate duty: collect, update, maintain and provide information
The Law adds clause 5a to Article 8 (Duties of enterprises):
"Collect, update and maintain information on the enterprise's beneficial owners; provide information to competent state authorities to identify the enterprise's beneficial owners upon request."
This is an ongoing, continuous duty — not a one-off at incorporation. Companies must keep information current and be ready to provide it to competent authorities (business registration offices, tax authorities, AML agencies, etc.). In parallel, point (h) of Article 11(1) adds the "list of the enterprise's beneficial owners (if any)" to the corporate document-retention regime — see our practical guide on the Beneficial Ownership Register for companies in Vietnam.
2.3. Personal liability of the legal representative clarified
Article 13(2) is amended: the legal representative bears personal liability as prescribed by law for damage to the enterprise caused by breach of duties. Against the new beneficial-ownership duties, the legal representative — who signs the filing — should pay close attention to the accuracy of declared information.
2.4. Mandatory notification upon changes in beneficial ownership information
Amended Article 31(1) adds a duty: enterprises must notify the business registration office of changes in information on the enterprise's beneficial owners (except listed companies and companies registered for securities trading). Every change in the de facto ownership structure that alters beneficial ownership therefore triggers a notification duty — much like changes of business lines or the legal representative.
2.5. Identification criteria in Decree 168/2025
Articles 17–18 of Decree 168/2025/ND-CP (amended by Articles 3 and 4 of Decree 296/2026/ND-CP, effective 23/7/2026) set out a three-step determination procedure:
| Step | Criterion (Art. 17, Decree 168/2025, as amended by Art. 3, Decree 296/2026) |
|---|---|
| Step 1 — Ownership threshold | An individual holding directly or indirectly 25% or more of charter capital or total voting shares — including ownership through organizations or other legal arrangements (e.g., a group of related individuals, such as family members or contractual associates, jointly holding 25%+) |
| Step 2 — Actual control | Where no individual is identified under Step 1, or the person meeting the threshold is not the person with ultimate de facto control, identify the individual with ultimate de facto control, including power over: appointment/dismissal of board members, board chair, legal representative, director/general director; charter amendments; management-structure changes; reorganization or dissolution |
| Step 3 — Fallback rule | Where no individual meets Steps 1–2, identify one business manager with the highest authority to act on the enterprise's behalf (not applicable to representatives of state capital) |
On forms: Circular 68/2025/TT-BTC originally required Form No. 10 (list of beneficial owners) or Form No. 11 (information for determining beneficial owners). From 21/8/2026, Circular 121/2026/TT-BTC replaces Form No. 10 with a new version and abolishes Form No. 11 (consolidated in Consolidated Document No. 28/2026/VBHN-TT-BTC of 28/8/2026) — enterprises now file beneficial-ownership information on the new Form No. 10 issued with Circular 121/2026/TT-BTC, attached to the enterprise registration application at formation or to change/notification filings; it may not be left blank even for complex ownership structures.
2.6. Transitional rule for companies established before 1/7/2025
Article 3(1) of Law 76/2025/QH15: enterprises registered before effectiveness supplement beneficial-ownership information at the same time as their next enterprise-registration change or change-notification filing — unless the enterprise requests earlier supplementation. In other words, there is no standalone deadline; the duty attaches to the company's next change filing.
3. Practical impact on FDI companies
First, the challenge of identifying the "ultimate individual" in multi-tier structures. A Vietnamese FDI company is typically 100% owned by a foreign parent, which is itself owned by individuals or funds through several intermediate tiers. The new duty requires tracing through the chain to identify the individual with de facto ownership or controlling rights — work demanding close coordination with the parent company and foreign counsel.
Second, distinguish the authorized representative from the beneficial owner. In many FDI companies, the foreign owner's authorized representative — often named on the enterprise registration certificate — manages the capital but is not the person with ultimate de facto ownership or control. The two must not be conflated in filings.
Third, every ownership-structure change triggers duties. FDI companies frequently see changes: intra-group capital transfers, indirect ownership changes after offshore M&A, replacements of authorized representatives. Each change altering beneficial ownership triggers the notification duty — in-house legal should embed this into the company's post-incorporation governance process.
Fourth, linkage with bank KYC duties. Vietnamese banks already require beneficial-ownership information when opening and maintaining accounts (under AML rules). The new Enterprise Law duty creates alignment: information filed with the registration office should be consistent with bank KYC files — inconsistency may draw compliance questions from both sides.
4. Action items and timelines
- Identify the company's beneficial owners under Article 17 of Decree 168/2025: trace the full chain from the Vietnamese company up through the parent and intermediate tiers to find individuals meeting the 25% threshold or holding controlling rights. For complex structures, obtain written legal advice.
- Establish and maintain the beneficial-owner list under the document-retention regime (Article 11(1)(h)) — update on every change.
- Companies established before 1/7/2025: prepare information for simultaneous supplementation at the next enterprise-registration change/notification filing (new Form No. 10 of Circular 121/2026/TT-BTC). If no change is planned, consider proactive early supplementation.
- Newly established companies: declare beneficial-ownership information in the formation filing using the new forms — see the FDI company setup roadmap for synchronized preparation.
- Set up internal procedures: every ownership change, capital transfer or authorized-representative replacement must be assessed by in-house legal for beneficial-ownership impact before implementation, so notification duties are met on time.
- Reconcile with bank files: ensure beneficial-ownership information filed with the registration office matches bank KYC records.
5. Open points to monitor
- Specific sanctions (now identified): the fines below are set out in Decree 122/2021/ND-CP (amended by Decree 288/2026/ND-CP, issued and effective 21/7/2026) for violations of beneficial-ownership-related duties. Fine amounts apply to organizations; individuals face half the organizational amount.
| Violation | Fine (organization) | Legal basis |
|---|---|---|
| Untruthful/inaccurate enterprise-registration filing (including beneficial-ownership information) | VND 30–70 million | Art. 43 of Decree 122/2021 (amended by 288/2026) |
| Late notification of beneficial-ownership changes | 1–10 days: warning; 11–30 days: VND 10–20 million; 31–90 days: VND 30–40 million; 91+ days: VND 50–60 million | Art. 44(1)–(4) (amended) |
| Failure to register/notify enterprise-registration changes (including beneficial-ownership changes) | VND 30–70 million | Art. 44(5) (amended) |
| Failure to supplement beneficial-ownership information at the next registration change/notification (enterprises established before 1/7/2025) | VND 70–100 million | Art. 44(6) (amended) |
| Reporting/providing information (including beneficial-ownership data) incompletely or late upon request by a competent state authority | VND 20–30 million | Art. 48(1) (amended) |
| Failing to report/provide or providing untruthful information (including beneficial-ownership data) upon request | VND 50–70 million | Art. 48(3) (amended) |
| Failure to keep enterprise documents, including the List of Beneficial Owners | VND 40–70 million | Art. 52(2)(e) (amended) |
| Failure to declare beneficial-ownership information at company formation | VND 50–100 million (organizations); individuals VND 25–50 million (one-half) per Art. 46(4) of Decree 122/2021 | Art. 46(4)(c) (supplemented) |
Remedial measures apply: forced registration/notification/supplementation/retention of information (Art. 44(7); Art. 46(5)(d) and Art. 52(3)(g); Art. 48(4)(c) of Decree 122/2021, as amended by 288/2026).
- Indirect beneficial owners through multiple tiers: Decree 296/2026 added a three-step determination rule (25% threshold → actual control → fallback: one business manager with the highest authority); where no tier meets 25% (e.g., dispersed fund ownership), identifying a specific individual still needs cautious case-by-case assessment — seek legal advice before filing.
- Local application practice: the rules are in early implementation; provincial business registration offices' understanding and file requirements may not yet be uniform. Companies should consult the competent office of their head-office locality when preparing filings.
- For these open points, FLAT recommends case-by-case assessment — contact FLAT at hotline 0988424851 for a review of your ownership structure and filing duties.
6. Frequently asked questions
6.1. How is a company's beneficial owner defined from 1/7/2025?
Under Article 4(35) of the Enterprise Law (added by Law 76/2025/QH15), the beneficial owner of an enterprise is an individual with de facto ownership of charter capital or controlling rights over the enterprise — excluding direct owner representatives at 100% state-owned enterprises and state-capital representatives as regulated.
6.2. When must an FDI company established before 1/7/2025 supplement beneficial ownership information?
Under Article 3(1) of Law 76/2025/QH15, supplementation occurs at the same time as the enterprise's next enterprise-registration change or change-notification filing — unless the enterprise requests earlier supplementation. There is no standalone deadline detached from change procedures.
6.3. What ownership threshold triggers beneficial owner identification?
Under Article 17 of Decree 168/2025/ND-CP (amended by Article 3 of Decree 296/2026/ND-CP, effective 23/7/2026): an individual holding 25%+ of charter capital (LLCs, partnerships) or 25%+ of voting shares (joint-stock companies); the individual owner of a single-member LLC; or an individual with controlling rights over key matters (appointing leadership, amending the charter, reorganizing, dissolving). If no individual meets these criteria, the enterprise must identify one business manager with the highest authority to act on its behalf (fallback rule — except representatives of state capital).
6.4. Is the authorized representative of a foreign owner a beneficial owner?
Not necessarily. A person authorized to manage contributed capital is not the same as the individual with ultimate de facto ownership or control of the enterprise. Companies must identify the correct individual behind the ownership structure under Article 17 of Decree 168/2025 and avoid misfiling.
Need a review of beneficial-ownership duties for your company?
Correctly identifying beneficial owners in multi-tier structures requires careful legal analysis. FLAT supports ownership-structure reviews, list maintenance and filing preparation under the new rules — contact hotline 0988424851.
References
- Law No. 76/2025/QH15 amending the Enterprise Law (effective 1/7/2025).
- Decree No. 168/2025/ND-CP on enterprise registration (effective 1/7/2025; amended by Decree 296/2026/ND-CP, effective 23/7/2026).
- Circular No. 68/2025/TT-BTC issuing enterprise registration forms (effective 1/7/2025; amended by Circular No. 121/2026/TT-BTC, effective 21/8/2026: new Form No. 10, Form No. 11 abolished).
- Decree No. 288/2026/ND-CP amending Decree 122/2021/ND-CP on administrative sanctions in the planning and investment sector (effective 21/7/2026) — basis for sanctions on beneficial-ownership duties.
- Enterprise Law No. 59/2020/QH14 — cited for "before–after" comparison.