Foreign Beneficial Owners: Proof Dossier

When the beneficial owner of a company is a foreign individual, the company must declare and maintain supporting dossiers under the rules effective from 1 July 2025. What must the dossier contain, where is it filed, when must it be updated — and what are the traps foreign investors fall into most? This article maps it all under the Law on Enterprises (as amended by Law 76/2025/QH15), Decree 168/2025/ND-CP and Circular 68/2025/TT-BTC.

1. When is a foreigner a beneficial owner?

Under Clause 35, Article 4 of the Law on Enterprises (added by Law 76/2025/QH15, effective 1 July 2025) and Article 17 of Decree 168/2025/ND-CP (amended by Decree 296/2026 of 23 July 2026), a foreign individual is a beneficial owner in either case:

Owning 25% or more of charter capital, directly or indirectly (through multi-tier ownership);
Having controlling rights over the company — even with less than 25% ownership (e.g. the right to appoint most board members, or veto rights over key decisions under the charter/agreements).

The point many investors miss: control does not require a large stake. A foreign individual holding 15% but controlling senior appointments may still qualify as a beneficial owner.

2. What does the proof dossier contain?

Under Article 18 of Decree 168/2025/ND-CP, companies declare beneficial-owner information using Form No. 10, Appendix I of Circular 68/2025/TT-BTC. For a foreign individual, the declaration includes:

Personal details: full name, date of birth, nationality;
Legal ID: number, issuance date and place of a valid passport (certified copy, or consular legalization as applicable);
Ownership ratio (direct and/or indirect) or a description of controlling rights;
Ownership chain diagram for indirect ownership through multiple tiers (e.g. individual → Singapore holding → Vietnamese subsidiary).

Where to file: the provincial business registration office where the company is headquartered. When to update: companies must notify changes to beneficial-owner information under Article 31 of the Law on Enterprises and Article 52 of Decree 168/2025/ND-CP whenever changes occur.

3. Two dossier scenarios: direct vs indirect ownership

Criterion	Direct ownership	Indirect ownership via foreign holding
Proving the ratio	Shareholder/member register, capital contribution certificates	Chain diagram for each tier + legal documents of each intermediate entity
Personal ID	Valid passport	Valid passport (same requirement)
Difficulty	Low	Must prove the effective ownership ratio across all tiers; foreign documents need translation, certification/consular legalization

4. Five traps foreign investors commonly hit

Multi-tier indirect ownership “lost” in filing: declaring only the direct tier and failing to trace back to the ultimate individual holding 25%+ or control.
Control below 25%: assuming “I only hold 10%, so no declaration” — wrong; the control criterion is independent.
Expired passport: the legal ID must be valid at declaration time; an expired passport makes the dossier invalid.
No update on changes: share transfers or charter amendments creating/losing control without re-notification.
Casual sharing of passport data: this is sensitive personal data — declare only through official business-registration channels, never via unsecured email or messaging apps.

5. Record-keeping duties and penalties for false declarations

Under Article 19 of Decree 168/2025/ND-CP and Clause 5a, Article 8 of the Law on Enterprises, companies must collect, update and retain beneficial-owner information and provide it to competent state agencies on request. False declarations may face administrative penalties under the current enterprise-registration sanction framework — always check the sanction text in force at the time of application, not figures from old documents.

The policy backdrop is Law 14/2022/QH15 on Anti-Money Laundering: beneficial-owner transparency is part of Vietnam’s international commitments against money laundering and terrorist financing.

FAQs

Does a foreigner holding 20% have to declare?

Possibly — if that person has controlling rights over the company (the second criterion of Article 17, Decree 168/2025/ND-CP), even below 25% ownership.

Can an expired passport be used for declaration?

No. The legal ID must be valid at declaration time; renew the passport first.

Must changes in beneficial owners be notified?

Yes — companies must notify changes under Article 31 of the Law on Enterprises and Article 52 of Decree 168/2025/ND-CP.

Compiled under Law 76/2025/QH15, Decree 168/2025/ND-CP (amended by Decree 296/2026) and Circular 68/2025/TT-BTC — texts in force as of 14 October 2026. Administrative fine levels must be checked against the current sanction text. See our other corporate legal services articles.

For a review of the beneficial-owner declaration dossier for your specific ownership structure, contact FLAT Law Firm.

Transparency label: FLAW AI Legal Council. This article has been reviewed by the QA Council. Content is general information only and is not legal advice for any specific case.