Beneficial Owners of an Enterprise: How to Declare Them

From 1 July 2025, the enterprise registration dossier has a new concept: the beneficial owner. Quite a few business owners confuse this with the shareholder named on the Enterprise Registration Certificate, yet the two concepts do not always coincide.

The short conclusion: a beneficial owner is an individual who actually owns 25% or more of the capital or has the power to control the enterprise, whether or not they are named on the documents; partnerships, limited liability companies and joint stock companies must declare this information to the business registration authority from 1 July 2025. From 23 July 2026, how beneficial owners are determined is clarified further.

Who is a beneficial owner?

Under Decree 168/2025/NĐ-CP, an individual is determined to be a beneficial owner of an enterprise when they fall within one of the following cases:

Capital ownership. Directly or indirectly (through another organization) owning 25% or more of the charter capital or 25% or more of the total voting shares.
Power of control. Having the power to decide or to control the adoption of important matters such as appointing or dismissing key managers (members of the Board of Directors, the Chairperson of the Members’ Council, the legal representative, the Director or General Director), amending the Charter, or changing the enterprise’s organizational structure.

From 23 July 2026, Decree 296/2026/NĐ-CP clarifies two further important points:

Groups of individuals with family relationships or by agreement. If a group of individuals has family relationships or an agreement to co-own, and the group’s combined ownership reaches 25% or more, every individual in the group is determined to be a beneficial owner, not only the person holding the largest stake in their name.
Partnerships. All general partners are determined to be beneficial owners of the partnership, regardless of each person’s capital contribution ratio or voting rights.

General principle when the ownership structure has multiple layers (a parent company, intermediary companies): the enterprise must review each level of the ownership structure until it identifies the individual who in practice holds the ultimate ownership or control, rather than stopping at the first layer of direct ownership.

Which enterprises must declare, and from when?

The obligation to declare applies to enterprises with legal-entity status: partnerships, limited liability companies and joint stock companies.

Time of establishment	Time of declaration
Established from 1 July 2025 onward	Declare the beneficial owner directly in the enterprise establishment dossier
Already established before 1 July 2025	Add the information when carrying out the next procedure to change enterprise registration particulars; no need to file a separate dossier just to add it

A single-owner enterprise (for example, a single-member limited liability company owned by one individual) usually has a beneficial owner who is the same as the sole owner, unless another individual indirectly owns or controls it behind the scenes; for specific cases, it is advisable to check against the guidance of the business registration authority where the enterprise has its head office.

How to declare, and what information is needed

The information on the beneficial owner to be declared usually includes: full name, date of birth, nationality, ethnicity, gender, contact address, ownership ratio or form of control, and the details of that person’s personal identity documents.

The enterprise is responsible for:

declaring and notifying beneficial owner information to the provincial business registration authority;
retaining the enterprise’s List of beneficial owners at the head office or at the location stated in the dossier;
updating it whenever there is a change in the beneficial owner or in their information.

The forms for declaration and retention follow the guidance in Circular 68/2025/TT-BTC. For an enterprise with a complex ownership structure (through many intermediary companies, with foreign elements), correctly identifying the ultimate beneficial owner often takes longer than expected; it is best to start the review early rather than leaving it until close to the filing date.

Why must beneficial owners be declared?

This is not a rule unique to Vietnam. The Financial Action Task Force (FATF) — the intergovernmental body that sets global standards on anti-money-laundering and counter-terrorist financing — issued Recommendation 24, which requires member countries to ensure that competent authorities can access full, accurate and up-to-date information on the true beneficial owners of legal persons. Vietnam participates in implementing FATF recommendations, and the beneficial owner provisions in the Law on Enterprises are one step toward meeting this standard.

In essence, the rule aims to prevent shell companies or multi-layered ownership structures from being used to conceal who actually stands behind an enterprise, and is separate from ordinary tax administration or financial reporting.

Where enterprises commonly get stuck

Confusing the named shareholder with the beneficial owner. A shareholder who merely holds shares in name only, without actually owning or benefiting, is not a beneficial owner in substance; conversely, the individual behind the scenes who exercises control through an intermediary company is the one who must be declared. Decree 296/2026/NĐ-CP states the requirement to contribute capital in accordance with regulations and prohibits holding capital in someone else’s name.
Missing an indirect ownership layer. An enterprise with a foreign parent company, or ownership through many layers of domestic companies, can easily miss an indirectly owning individual if it looks only at the list of direct shareholders.
Not updating when capital or shares are transferred. When ownership ratios change through sale or transfer, the enterprise needs to re-check whether the beneficial owner information already declared is still correct, not just update the ordinary shareholder list.
Reviewing only when a change procedure is imminent. For an enterprise with a complex ownership structure, the review should be done early and kept separate from the time pressure of another registration-change procedure.

What Thái Tín can help with

Thái Tín is the coordinating point that helps enterprises meet this new obligation when establishing or when updating their enterprise registration:

work with the enterprise to review its ownership structure and correctly identify who the beneficial owners are, including indirect ownership through multiple layers;
prepare the declaration dossier and the list of beneficial owners in the current forms;
remind and support updates when the enterprise has changes in shareholders or capital-contributing members;
for enterprises with foreign capital or an ownership structure that runs through overseas companies, coordinate to clarify the chain of ownership before declaring.

The appraisal of the dossier and the recording of the information are considered and decided by the business registration authority under current regulations. If your enterprise is preparing to be newly established or about to carry out a registration-change procedure, send your ownership structure diagram through the contact page to have it checked before filing. See also Setting Up a Company: What to Prepare – Type, Capital, Business Lines.

Questions and answers

Is the beneficial owner the same as the legal representative?

Not necessarily. The legal representative is the person who acts in the enterprise's name in exercising its rights and obligations before the law. The beneficial owner is the individual who actually owns or controls the enterprise through capital or decision-making power; this person may or may not be the same as the legal representative or the shareholder named on the documents.

Must a single-member limited liability company declare its beneficial owner?

The current regulation states that it applies to partnerships, limited liability companies and joint stock companies. For a single-member company, the sole owner is usually the beneficial owner as well, unless another individual indirectly owns or controls the company behind them; specific cases need to be checked against the dossier and the guidance of the business registration authority.

Must an enterprise established before 1 July 2025 declare right away?

It is not required to declare immediately. An enterprise established before this date adds its beneficial owner information when it carries out its next procedure to change its enterprise registration particulars, and does not have to file a separate dossier just to add this information.

Are there penalties for failing to declare or for declaring incorrectly?

The declaration is a legal obligation tied to the enterprise registration dossier; declaring incorrectly, incompletely or failing to update it when changes occur may be handled under the regulations on enterprise registration and on administrative penalties in this field. The specific level of penalty depends on each violation and on the penalty regulations in force at the time it arises.

Why does the State require beneficial owners to be declared?

The requirement is intended to increase transparency and help the authorities identify who actually stands behind an enterprise, in support of anti-money-laundering and counter-terrorist-financing work, in line with the recommendations of the Financial Action Task Force (FATF), which Vietnam participates in implementing.

Legal basis · verification date

Verified 30 September 2026 · next review 30 December 2026. The content is general guidance and does not replace advice for a specific case.

Law on Enterprises No. 59/2020/QH14, amended and supplemented by Law No. 76/2025/QH15 (effective 1 July 2025): adds the obligation to declare beneficial owners; applies to partnerships, limited liability companies and joint stock companies.
Decree 168/2025/NĐ-CP on enterprise registration (effective 1 July 2025), Article 17 (criteria for determining beneficial owners), Article 18 (declaration of information) — these two Articles are amended and supplemented by Decree 296/2026/NĐ-CP (effective 23 July 2026); Article 19 (retention of beneficial owner information).
Decree 296/2026/NĐ-CP dated 23 July 2026 amending and supplementing a number of articles of Decree 168/2025/NĐ-CP on enterprise registration: further clarifies the criteria for determining beneficial owners, adds provisions on groups of individuals with family relationships who co-own shares and on partnerships; adds the requirement to contribute capital in accordance with regulations and prohibits holding capital in another person's name.
Circular 68/2025/TT-BTC dated 1 July 2025 promulgating forms used in enterprise and household business registration: Appendix I includes Form No. 10 (List of beneficial owners) and Form No. 11 (Declaration form for determining beneficial owners).
Recommendation 24 of the Financial Action Task Force (FATF) on transparency of beneficial ownership of legal persons, revised March 2022, guidance updated March 2023.