Vietnam strengthens beneficial ownership and enterprise registration requirements
10 September 2026
On 23 July 2026, Vietnam issued Decree No. 296/2026/ND-CP (“Decree 296”), amending Decree No. 168/2025/ND-CP on enterprise registration. Decree 296 took effect on the same date.
Among other changes, Decree 296 introduces more detailed requirements for identifying and declaring the ultimate beneficial owners (“UBOs”) of enterprises and introduces certain new limits and requirements for business suspension. The amendments clarify how enterprises with more complex ownership and control structures must identify their UBOs, including by looking through each level of their ownership structure to identify the individuals who ultimately own or exercise effective control over the enterprise.
Identifying UBOs
Under the amended framework, a UBO of an enterprise with legal person status is one or more individuals who directly or indirectly ultimately own or exercise effective control over the enterprise. Individuals representing State capital in an enterprise are excluded.
Decree 296 establishes a tiered approach to identifying UBOs.
Ownership test
An individual is a UBO if he or she directly or indirectly, or through a combination of direct and indirect ownership, holds at least 25% of the enterprise’s charter capital or at least 25% of its total voting shares. Indirect ownership includes ownership of at least 25% of the charter capital or voting shares of an enterprise through organisations or other legal arrangements.
Decree 296 also addresses situations in which ownership may be divided among individuals. Where a group of individuals connected by a family relationship as specified under the Law on Enterprises, or by contract, together directly or indirectly, or through a combination of direct and indirect ownership, hold at least 25% of the charter capital or voting shares, the enterprise must identify the individuals in that group as its UBOs.
For partnerships, all general partners are treated as UBOs regardless of their respective capital contributions or voting rights.
Effective control test
Where no individual meets the ownership test, or there are grounds for concluding that an individual identified under that test is not in fact a UBO, the enterprise must identify the individual or individuals who ultimately exercise effective control over it through other means, whether under law or in practice.
Effective control may arise through one or more specified rights, including rights relating to:
- appointing, removing or dismissing a majority or all members, or the chair, of the board of directors or members’ council, or the director or general director;
- amending or supplementing the enterprise’s charter;
- changing its organisational structure;
- determining its financial, investment or operational policies; or
- reorganising or dissolving the enterprise.
Senior management test
If no individual satisfies either the ownership or effective control test, the enterprise must identify as its UBO the individual enterprise manager with the greatest authority to act on behalf of the enterprise. An individual representing State capital is again excluded.
Declaration of UBO information
Enterprise founders and the enterprises themselves are responsible for identifying their UBOs and declaring and notifying the relevant information to the Business Registration Authority.
Importantly, Decree 296 requires the enterprise or its founder to review each level of the enterprise’s ownership structure until the individual or individuals with ultimate ownership or effective control are identified. Where the ownership structure includes a legal arrangement falling within anti-money laundering legislation, the beneficial owner of that arrangement is determined in accordance with anti-money laundering requirements.
Decree 296 sets out the following steps to be undertaken in relation to the declaration of UBO information:
- The enterprise must first identify and declare individuals satisfying the 25% ownership test.
- If no individual meets that test, or there are grounds for considering that an individual identified under it is not the UBO, the enterprise must declare the individual or individuals satisfying the effective control test.
- Only where neither test identifies a UBO does the requirement move to the enterprise manager with the greatest authority.
New limits and requirements for business suspension
Decree 296 introduces a new limit on the period for which an enterprise may consecutively suspend its business. While each notified suspension period may continue to be for up to 12 months, the total period of consecutive business suspension must not exceed 24 months.
An enterprise wishing to extend a previously notified suspension must notify the provincial business registration authority at least three working days before the further suspension period begins. During a period of suspension, the enterprise must also continue to register or notify changes to its enterprise registration information in accordance with applicable requirements.
Decree 296 also introduces a new requirement following the expiry of a notified suspension period. Within five working days, the enterprise’s legal representative must confirm the resumption of business and undertake that the enterprise has fulfilled its enterprise registration obligations through the National Enterprise Registration Portal. If the enterprise fails to provide this confirmation, the business registration authority must request a report from the enterprise. Failure to submit the report within six months after the applicable deadline may result in revocation of the Enterprise Registration Certificate, following which the enterprise must carry out dissolution procedures.
Transitional provisions apply to enterprises that notified a business suspension before 23 July 2026. Periods of suspension registered before that date count towards the new 24-month limit. An enterprise whose total consecutive suspension period has not exceeded 24 months by the end of its most recently notified suspension may register a further suspension provided that the aggregate period does not exceed 24 months. Where the total consecutive suspension period has already exceeded 24 months by the end of the most recently notified period, the enterprise may not register a further suspension.
The new requirement to confirm resumption of business following the expiry of a suspension period applies to enterprises that notify their business suspension on or after 23 July 2026.
Other enterprise registration changes
Decree 296 also introduces a number of other amendments to the enterprise registration framework.
Decree 296 supplements and clarifies the documents required when notifying changes in foreign shareholders of an unlisted joint stock company that is not registered for securities trading. Specifically, it now permits the submission of either an original or a copy of the underlying transaction documents and expressly adds the share donation contract where the change results from a donation of shares.
Company owners, members, and shareholders must comply with the requirements governing assets contributed as capital and may not hold themselves out as contributing capital on behalf of another person. Enterprise founders and enterprises remain responsible for the legality, truthfulness, and accuracy of information declared in enterprise registration applications and reports.
The amendments also seek to simplify and digitalise aspects of enterprise registration. Provincial business registration authorities are generally required to obtain information already available in the National Enterprise Registration Database and other national or specialised databases rather than requiring applicants to resubmit copies of specified documents. Where the information cannot be retrieved or is incomplete or inaccurate, supporting documents may nevertheless be required.
Decree 296 also revises procedures for online enterprise registration, including the use of electronic identification accounts and electronic authentication, and provides that electronic enterprise registration documents and data have the same legal validity as paper registration documents.
For foreign investors, Decree 296 provides that where a foreign investor establishes an enterprise before completing procedures for the issuance or amendment of an Investment Registration Certificate in accordance with investment legislation, the enterprise registration application need not include a copy of that certificate. In such cases, the application for enterprise registration must include an undertaking that the applicable market access conditions for foreign investors are satisfied.
Key takeaways
The amendments significantly clarify the practical process for identifying UBOs under Vietnam’s enterprise registration regime. In particular, the new rules require enterprises to look beyond immediate shareholders and members and examine successive layers of ownership and other mechanisms of control.
Enterprises should review their ownership and control structures against the new tests, particularly where there are intermediate corporate shareholders, indirect holdings, family or contractual arrangements resulting in aggregate ownership of at least 25%, or rights that enable an individual to exercise effective control without satisfying the ownership threshold. Enterprises should also ensure that UBO information declared to the business registration authority reflects the hierarchy prescribed by Decree 296.