07-09-26 MTParners
Decree 296/2026/ND-CP has changed the criteria for identifying a company’s beneficial owner, prompting many enterprises to worry about having to review their entire filings. The Ministry of Finance has now issued an official response.
On 23 July 2026, the Government issued Decree No. 296/2026/ND-CP amending and supplementing Articles 17 and 18 of Decree No. 168/2025/ND-CP on enterprise registration, changing the criteria for identifying a beneficial owner (BO) and the content to be declared — effective on the same day it was signed. The new rule immediately raised a pressing question for many businesses: must they review and re-declare BO information already submitted? On 1 September 2026, the Ministry of Finance officially responded, clarifying who must supplement their filing, who is exempted, and from what point any deadline runs.
Decree No. 296/2026/ND-CP amends Decree No. 168/2025/ND-CP dated 30 June 2025 on enterprise registration, focusing on two core issues: how a beneficial owner is identified (Article 17) and the content and procedure for declaring BO information to the business registration authority (Article 18). This is a further step in implementing Law No. 76/2025/QH15 amending the Law on Enterprises — the law that, for the first time, introduced the concept of “beneficial owner” into Vietnam’s Law on Enterprises, effective from 1 July 2025, aimed at increasing ownership transparency and supporting anti-money-laundering efforts.
Before Decree 296, newly established or amending enterprises already had to declare BO information under Decree 168/2025/ND-CP using Forms No. 10 and No. 11 of Appendix I to Circular 68/2025/TT-BTC. Decree 296/2026/ND-CP does not replace this entire framework; it adjusts how an individual is determined to be a BO, meaning some individuals who previously were not required to be declared may now need to be, and vice versa.
Under the amended rules, the beneficial owner of a corporate enterprise is one or more individuals who directly or indirectly own or ultimately control the enterprise in practice (excluding individuals representing State capital). Specifically, an individual is identified as a BO if they fall into one of the following cases:
— They directly or indirectly (or both) own 25% or more of the charter capital, or 25% or more of the total voting shares, of the enterprise;
— They are an indirect owner holding an equivalent proportion through intermediary organisations or other legal arrangements — meaning an enterprise cannot rely solely on its registered list of direct shareholders/members, but must trace through each layer of ownership to identify the individual who ultimately controls it;
— For a partnership, all general partners are considered BOs regardless of their capital contribution ratio or voting rights.
Founders and the enterprise itself are responsible for self-identifying BOs under the above criteria and then declaring this information to the business registration authority.
The biggest concern raised by many enterprises: Decree 296/2026/ND-CP did not amend Clause 1, Article 52 of Decree 168/2025/ND-CP — the provision requiring enterprises to notify any change in registration information within 10 days — nor did it set out any separate transitional provision for reviewing BO information. So does the change in identification criteria itself count as “a change in information” that obliges enterprises to file updates immediately, and if so, from what date does the 10-day period run?
Responding to enterprises’ queries on 1 September 2026, the Ministry of Finance confirmed: Decree 296/2026/ND-CP does not require operating enterprises to review and update their BO information within 10 days from the Decree’s effective date; nor do its transitional provisions impose any obligation or deadline on enterprises that were already operating before 23 July 2026.
Based on this, the Ministry of Finance set out three specific courses of action:
First, if an enterprise has already declared its BO information and there has been no actual change in ownership or control, it does not need to file another notification — even though the method of identifying BOs under the new rules differs from before.
Second, if there is an actual change in BO information (for example, a capital transfer or a change in ownership structure), the enterprise must notify the change within the 10-day period prescribed in Clause 1, Article 52 of Decree 168/2025/ND-CP.
Third, enterprises established before 1 July 2025 that have never supplemented their BO information should follow Clause 1, Article 3 of Law No. 76/2025/QH15 — that is, they may supplement it at their next registration change filing, rather than being required to file immediately.
The Ministry of Finance’s response will come as a relief to most enterprises, since it removes any urgent administrative obligation and avoids a rush of update filings triggered merely by a technical change in how the criteria are calculated. However, the line between “no actual change” and “an actual change” is not always clear-cut — particularly for enterprises with multi-layered ownership structures through intermediary companies, where tracing under the new indirect-ownership criteria could identify a different individual as the BO from the one previously declared, even though the underlying ownership has not changed.
In addition, BO information is increasingly cross-checked by third parties — banks when opening accounts, counterparties during M&A legal due diligence, tax authorities, and anti-money-laundering authorities. A BO filing that is not promptly updated, even if it does not breach the 10-day deadline under Decree 168/2025/ND-CP, can still delay transactions or trigger requests for further explanation from partners or banks.
Enterprises should proactively review their ownership structure against the new criteria in Decree 296/2026/ND-CP to determine whether the change in criteria results in an actual change to their BO, rather than waiting until the next registration change filing to address it.
Enterprises with ownership held through multiple layers of companies, intermediary organisations, or complex legal arrangements should engage a lawyer to review the ownership chain and accurately identify the individual who ultimately controls the enterprise, to avoid incorrect declarations that create risk later.
Enterprises established before 1 July 2025 that have never supplemented their BO information should prepare the filing in parallel, ready to submit together with their next registration change in line with the roadmap under Law No. 76/2025/QH15, to avoid being caught off guard when an urgent registration change arises.
Keep full documentation evidencing the ownership structure (capital transfer agreements, shareholder/member registers, shareholder agreements) as a basis for explanation when banks, partners, or regulators request verification of BO information.
MT & Partners Law Firm, with a team of experienced lawyers in corporate and investment law, is ready to assist enterprises in reviewing their ownership structure, identifying beneficial owners, and completing filings in compliance with regulations. Contact hotline 0987140772 or email info@mtpartners.vn for consultation.
(*) This article is for reference only and does not replace specific legal advice.
Keywords: beneficial owner, Decree 296/2026/ND-CP, Decree 168/2025/ND-CP, beneficial owner declaration, enterprise registration 2026, amended Law on Enterprises 76/2025/QH15, beneficial owner Vietnam
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