Vietnam tightens rules on beneficial ownership in amendments to Law on Enterprises
On 1 July 2025, Vietnam’s Law No. 76/2025/QH15 on supplementing and amending a number of articles of the Law on Enterprises (“Amended LOE”) came into force.
This article provides an overview of the Amended LOE.
Beneficial ownership
The Amended LOE introduces further regulation of beneficial ownership of an enterprise in Vietnam. On 1 July 2025, guidance relating to beneficial owners (“BOs”) in Decree No. 168/2025/ND-CP (“Decree 168”) and Circular No. 68/2025/TT-BTC (“Circular 68”), which relates primarily to enterprise registration came into force.
Definition of beneficial owner
The Amended LOE, read together with Decree 168, provides that a BO of an enterprise is an individual who:
- directly or indirectly owns at least 25% of the charter capital or 25% of the total voting shares of the enterprise. An individual is considered to have indirect ownership of an enterprise if he or she owns 25% or more of its charter capital or total voting shares via another entity; or
- has the right to control the decision making on:
- the appointment or removal of (i) members of the board of directors; (ii) chairman of the board of directors; (iii) chairman of the members’ council; (iv) the legal representative; (v) the general director or director; or
- amending or supplementing the company charter; or
- changing the governance structure; or
- restructuring or dissolving the company.
Disclosure obligations
The Amended LOE and Decree 168 stipulate that, from 1 July 2025, enterprises must:
- collect, update, and retain information on their BOs, and provide such information to competent state authorities upon request to identify their BOs;
- maintain a list of BOs at the enterprise’s headquarters or another location as provided in the enterprise’s charter;
- submit the enterprise’s list of BOs to the business registration authority when completing the enterprise registration process;
- notify the relevant authority of any changes to BO information within 10 days of the date of the change; and
- retain BO information for at least five years from the date of the enterprise’s dissolution or bankruptcy.
While the definition of a BO includes indirect ownership, Decree 168 appears to narrow an enterprise’s declaration obligation to the first layer of ownership, that is, to direct BOs only.
Circular 68 supplies the standard forms for enterprises to declare beneficial ownership. Submission of these forms is mandatory under Decree 168.
Timing of disclosure
From 1 July 2025, newly registered enterprises must submit their list of BOs at the time of enterprise registration as part of their business registration dossier, in accordance with Decree 168. Enterprises registered before 1 July 2025 must provide information on their BOs to the authorities when they submit an application to register or notify changes to their enterprise registration information. Enterprises are able to opt to submit this information earlier.
Beneficial ownership and FATF
The Amended LOE, Decree 168, and Circular 68 reflect Vietnam’s efforts to align its legal framework with international anti-money laundering standards set by the Financial Action Task Force (FATF), including recommended enhancements relating to enhanced transparency around beneficial ownership.
Other amendments
Expanded prohibition on false declarations
The Amended LOE explicitly prohibits false or inflated declarations in an enterprise’s records. Article 1.5 focuses on prohibiting the falsification, inaccurate declaration, or dishonest registration of enterprise information, specifically related to charter capital and asset contributions.
Debt-to-equity cap on private bond issuance
The Amended LOE imposes a new debt-to-equity cap of 5:1 on non-public joint-stock companies issuing private bonds calculated based on their audited financial statements of the year immediately preceding the year of issuance. Exemptions apply to state-owned enterprises, real estate bond issuers, and regulated entities like banks, insurers, and securities firms.
Clarification of “market price”
The Amended LOE clarifies how to determine the “market price” for contributions or share transfers as set out below:
- Market price for listed shares or shares registered for trading on a securities trading system is determined by reference to the 30-day average trading price preceding a specified reference date or an agreed valuation between seller and buyer or a price determined by a licensed appraisal; and
- Market price for capital contributions, unlisted shares, or shares not registered for trading on a securities trading system is determined by reference to the transaction price at the immediately preceding time, an agreed valuation between seller and buyer, or a price determined by a licensed appraisal.
Mandatory use of electronic identification for public services
Decree No. 69/2024/ND-CP (“Decree 69”) came into effect on 1 July 2025, introducing a comprehensive framework for digital identity management via the Vietnam Electronic Identification platform (“VNeID”). For more on this Decree, please see our article “Navigating Vietnam’s e-ID requirements for business administration”. To file a BO update, the head of an enterprise, its legal representative, or a person authorised by either must log in and submit the information through the Government’s digital portal using their Level 2 VNeID account as required under Decree 69.
