From 2025, any enterprise in Viet Nam must identify the beneficial owner of the enterprise, information that the shareholder is an organization that owns 25% or more of the total voting shares and declare and notify the Business Registration Authority in accordance with the provisions of Decree 168/2025/ND-CP effective from July 1, 2025. 

WHO MUST UPDATE INFORMATION ABOUT THE BENEFICIAL OWNER IN TO ERC? 

Enterprises and business organizations established under the Law on Enterprises, including foreign-invested enterprises: 

1. Single-member limited liability company. 
2. Limited liability companies with two or more members. 
3. Partnerships. 
4. Joint Stock Company. 

WHO IS THE BENEFICIAL OWNER OF THE ENTERPRISE? 

The beneficial owner of a business is one or more individuals who directly or indirectly have the ultimate de facto ownership or control over that business, determined in the following order: 

1. Individuals who directly or indirectly own 25% of the charter capital or 25% or more of the total voting shares of the enterprise. 

2. Senior managers and individuals have the right to control and control the actual approval of at least one of the following matters: Appointing, dismissing or dismissing the majority or all of the members of the Board of Directors, the Chairman of the Board of Directors, the Chairman of the Board of Members, the legal representative, the director or general director of the enterprise; amending and supplementing the charter of the enterprise; changing the organizational structure of the company’s management; reorganizing and dissolving the company. 

3. Individuals through other organizations indirectly own 25% of the charter capital or 25% or more of the total voting shares of the enterprise. 

4. For a partnership, all general partners are beneficial owners of the enterprise regardless of their charter capital contribution rate or voting rights in the enterprise. 

5. Groups of individuals with family relationships or contracts jointly own directly or indirectly or both directly and indirectly 25% or more of the charter capital or 25% or more of the total voting shares of the enterprise. 

6. In the absence of an individual who meets the criteria, the business identifies an individual as the business manager with the greatest authority to act on behalf of the business. 

WHAT ARE THE PROCEDURES FOR REGISTERING THE BENEFICIAL OWNER OF THE ENTERPRISE? 

The founder of the enterprise or enterprise is responsible for determining the beneficial owner of the enterprise through reviewing each level of the ownership structure of the enterprise until the individual with the final ownership or control right is identified in fact.  

In case there is a legal agreement in the ownership structure in accordance with the law on prevention and combat of money laundering, the beneficiary owner of the legal agreement shall be determined in accordance with the law on prevention and combat of money laundering. 

Procedures for newly established enterprises from 01/07/2025: 

1. Declare information about the beneficial owner in the enterprise registration dossier.  

2. In case it is a joint-stock company, the enterprise shall also declare information to determine the beneficiary owner as prescribed.  

3. When there is a change in the information of the beneficial owner of the enterprise, the enterprise must update/notify the change of information within 10 days from the date of change (or at the same time when carrying out procedures for changing the business registration contents). 

Procedures for Enterprises Established before 01/07/2025: 

1. Supplement information about the beneficial owner of the enterprise and information to identify the beneficial owner at the same time as the time of carrying out the procedures for registering changes or notifying changes in the latest enterprise registration content from 01/07/2025. 

2. When there is a change in the information of the beneficial owner of the enterprise, the enterprise must update/notify the change of information within 10 days from the date of change (or at the same time when carrying out procedures for changing the business registration contents) 

Note: 

1. The founder of the enterprise or enterprise shall declare and notify the provincial-level business registration authority of information that shareholders are organizations that own 25% or more of the total voting shares. 

2. At the same time, the enterprise must keep the list of beneficial owners of the enterprise that has been declared and notified to the provincial-level business registration authority in the form of paper or electronic documents. 

3. According to the separate guidance of some localities, the addition of information on the beneficial owner of the enterprise must be completed before October 31, 2026, or November 30, 2026. However, it should be clearly understood that this is the deadline applicable to enterprises established after July 1, 2025, but have not completed the registration as prescribed.   

FINES FOR VIOLATIONS OF REGULATIONS ON  REGISTERING THE BENEFICIAL OWNER OF THE ENTERPRISE? 

1. Failure to declare information on the beneficial owner of the enterprise when establishing the enterprise: A fine of between VND 50 million and VND 100 million. 

2. Failing to supplement information on the beneficial owner of the enterprise for enterprises established before July 1, 2025, at the latest registration of changes or notification of changes in enterprise registration contents: A fine of between VND 70 million and VND 100 million. 

3. Failure to notify the change of information of the beneficial owner of the enterprise: A fine of from 30 million VND to 70 million VND. 

4. Untruthfully and inaccurately declaring information about the beneficial owner of the enterprise: A fine of from 30 million VND to 70 million VND. 

5.  Failure to keep business documents, including the list of beneficial owners of the enterprise: A fine of between VND 40 million and VND 70 million may be imposed. 

6. Delay in notifying information changes: You may be warned or fined depending on the number of days late; the fine increases according to the time of violation. 

Please contact our experts to accurately identify the beneficial owner of a business and ensure compliance procedures as soon as 2026 to avoid risks that may happen. 

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