Beneficial Ownership in Enterprises: New Obligations Under Vietnamese Law Effective from 01/07/2025

28-05-26 MTParners

Law No. 76/2025/QH15 requires all enterprises to identify, maintain and disclose beneficial ownership information — who is affected and what must be done now?

Effective from July 1, 2025, the Law Amending and Supplementing the Law on Enterprises No. 76/2025/QH15 introduced the concept of “beneficial owner” into Vietnamese enterprise law for the first time. A beneficial owner is the individual who actually controls an enterprise even if not directly named as a shareholder. All enterprises in Vietnam — limited liability companies, joint-stock companies, and foreign-invested enterprises alike — must now collect, maintain, and declare this information whenever they perform any business registration procedure. Non-compliance may result in sanctions and serious legal risk.

1. Who Is a Beneficial Owner? — A New Concept in Enterprise Law

Prior to July 1, 2025, the Law on Enterprises 2020 (Law No. 59/2020/QH14) contained no provisions on “beneficial ownership.” Law No. 76/2025/QH15 introduces this concept for the first time, adding a new definition under Article 4, clause 2a as follows:

“A beneficial owner of an enterprise is an individual who actually owns the charter capital or has the power to control that enterprise.”

A beneficial owner may be an individual operating behind multiple layers of legal entities — not necessarily appearing in any business registration records — but in practice exercising control and receiving economic benefits from the enterprise. The regulation aligns Vietnam with international anti-money laundering (AML/FATF) and counter-terrorism financing standards, reflecting the country’s deepening integration into global finance.

2. What Must Enterprises Do? — Four Mandatory Obligations

Under Article 8, clause 5a and Article 11, clause 1 of Law No. 76/2025/QH15, enterprises are subject to four mandatory obligations:

Collect and maintain records: Enterprises must proactively identify and collect beneficial ownership information and keep it in internal records. The list must include: full name, date of birth, nationality, ethnicity, gender, contact address, ownership percentage or control rights, and legal identification details.
Declare upon registration: Any business registration application (new registration or amendment) must include an Application Form disclosing beneficial ownership information and a List of Beneficial Owners (if any). This information will be stored in the National Enterprise Registration Information System.
Notify upon change: Whenever there is any change in beneficial ownership information (ownership percentage, personal details, etc.), the enterprise must promptly notify the business registration authority — except for listed companies and securities trading companies.
Provide upon request: When requested by competent state authorities (investigation, inspection, or anti-money laundering agencies), enterprises must provide complete beneficial ownership information for verification purposes.

3. Enterprises Established Before 01/07/2025 — Implementation Timeline

Article 3 of Law No. 76/2025/QH15 sets out a clear transitional roadmap: existing enterprises are not required to update immediately. Instead, they must add beneficial ownership information simultaneously when next filing any business registration amendment or change notification.

However, voluntary early submission is fully permitted. In practice, many FDI enterprises and multinational groups have already conducted internal reviews immediately after the law took effect, as this is also increasingly required by banks and international partners in their KYC/AML due diligence processes.

⚠ Note: Enterprises planning any registration changes — address, legal representative, charter capital, or otherwise — should prepare their beneficial ownership list in advance for simultaneous submission, to avoid rejected filings or processing delays.

4. Connection to AML — Why This Matters for FDI Enterprises

Vietnam is actively implementing recommendations of the Financial Action Task Force (FATF) on beneficial ownership transparency. Many jurisdictions — notably the EU and the UK — have operated Beneficial Ownership Registers for years. For foreign-invested enterprises (FDI), international banking partners and investors routinely require beneficial ownership disclosures during due diligence. Law No. 76/2025/QH15 helps Vietnamese enterprises meet both domestic and international requirements, facilitating access to credit and cross-border capital.

Practical Impact

Family businesses and holding structures: Multi-layered ownership structures must be reviewed at each level to identify who truly qualifies as the beneficial owner.
FDI enterprises: Ultimate beneficial owners abroad must be identified, requiring coordination with parent companies and foreign legal counsel.
Startups and VC-backed companies: Each funding round that reshuffles the cap table may trigger new beneficial owner changes requiring notification.
Listed companies: Exempt from the change-notification obligation, but still subject to securities law disclosure requirements.

Recommendations for Enterprises

Map your ownership structure: Build an ownership chart from the top level down, identifying individuals holding over 25% of capital or exercising effective control (the international threshold).
Prepare your documentation: Collect legal identification documents (national ID cards, passports), contact addresses, and ownership percentages for each identified beneficial owner.
Update internal procedures: Establish a process to automatically update the beneficial owner list whenever the cap structure changes, to avoid breach of notification obligations.
Consult a corporate lawyer: Particularly for complex or cross-border ownership structures, specialist advice is essential to correctly identify beneficial owners and determine applicable disclosure obligations.

MT & Partners Law Firm, with an experienced team specialising in corporate and investment law, is ready to assist your enterprise with ownership reviews, beneficial ownership documentation, and comprehensive compliance advisory under the new regulations. Contact us at hotline 0987140772 or email info@mtpartners.vn for a consultation.

(*) This article is for general reference only and does not constitute specific legal advice. All legal decisions should be made in consultation with a qualified lawyer.