Enterprises Must Declare Beneficial Ownership Information from July 1, 2025

Law No. 76/2025/QH15, which amends and supplements the Law on Enterprises 2020, was passed by the National Assembly and will take effect from July 1, 2025. This law clearly stipulates the obligation of enterprises to declare, update, and retain information on their beneficial owners. The regulation aims to enhance corporate transparency, strengthen anti-money laundering efforts, and improve accountability in business activities. Accurate and complete identification of beneficial owners is mandatory and serves as an essential basis for supervising enterprises under current laws.

1. Obligation to Supplement Information for Enterprises Established Before July 1, 2025

According to Article 3 of the Law on Enterprises, companies registered before July 1, 2025 are required to supplement:

• The beneficial owner(s) of the enterprise (if any);

• Information used to determine the beneficial owner(s) of the enterprise (if any).

This obligation must be fulfilled concurrently when the enterprise:

• Carries out procedures for changing business registration content; or

• Files the most recent notification of changes to business registration content, unless the enterprise opts to declare earlier.

➡ Enterprises must comply with this obligation from July 1, 2025.

2. Definition of Beneficial Owner

A beneficial owner of a legal entity is an individual who actually owns charter capital or has control over the enterprise, except:

• The representative of state ownership in enterprises wholly owned by the State;

• The representative of state capital in joint-stock companies or multi-member limited liability companies, under the law on state capital management and investment.

Enterprises Must Declare Beneficial Ownership Information from July 1, 2025

3. Rights and Obligations of State Authorities and Enterprises

State Authorities:

• Are entitled to request the Business Registration Authority to provide beneficial ownership information via the National Business Registration Information System to serve anti-money laundering purposes;

• Are exempt from any fees for such requests.

Business Registration Authority:

• Must retain information on beneficial owners for at least 5 years from the date the enterprise is dissolved or declared bankrupt.

Enterprises:

• Must collect, update, and retain beneficial ownership information;

• Provide such information to competent authorities upon request;

• Retain the list of beneficial owners (if any) at the head office or another location specified in the company's charter as required by law.

Company incorporation documents and notifications of business registration changes must include the list of beneficial owners (if any), which must contain the following details:

• Full name;

• Date of birth;

• Nationality and ethnicity;

• Gender;

• Contact address;

• Ownership ratio or controlling rights;

• Identity documents of the beneficial owner.

(See more in Law No. 76/2025/QH15)

4. Declaration Guidelines under Decree No. 168/2025/NĐ-CP

When registering a business, the applicant must declare information on:

• The beneficial owner(s); and

• Information used to determine the beneficial owner(s).

(1) Criteria for Determination:

A beneficial owner is an individual who meets one of the following conditions:

• (i) Directly or indirectly owns at least 25% of the charter capital or voting shares; or

• (ii) Has control over key decisions of the enterprise, including:

  • Appointment, dismissal, or removal of most or all members of the Board of Directors, Chairperson, Members’ Council, legal representative, Director or General Director;

  • Amendments or supplements to the company charter;

  • Changes to the company’s governance structure;

  • Reorganization or dissolution of the enterprise.

Indirect ownership under (i) refers to ownership through another legal entity.

(2) Declaration and Notification:

The company founder or enterprise must declare and notify the provincial Business Registration Authority of the following:

• Any individual shareholder holding at least 25% of voting shares;

• Any individual member owning at least 25% of charter capital in partnerships or multi-member LLCs;

• Any individual owner of a single-member LLC;

• Any individual who meets the control criteria under (ii) above (if any);

• Any organizational shareholder holding at least 25% of voting shares (details include: entity name, enterprise code/establishment decision number, date and place of issuance, registered address, and ownership ratio).

(3) Retention Requirements:

The enterprise must retain the beneficial owners list in either:

• Paper form; or

• Electronic form.

(As stipulated in Articles 17, 18, and 19 of Decree No. 168/2025/NĐ-CP)

5. Vietlink Law Firm’s Ongoing Legal Advisory Services

In the context of frequent legal changes and increasingly strict compliance requirements—such as the obligation to declare, update, and retain beneficial ownership information—enterprises must not only understand the law correctly but also act accurately, sufficiently, and promptly. Vietlink Law Firm offers ongoing legal advisory services to support businesses in:

• Advising on proper identification of beneficial owners in accordance with legal criteria;

• Assisting in the preparation and submission of declarations to provincial Business Registration Authorities;

• Periodically reviewing and updating beneficial ownership information, or upon business registration changes;

• Reviewing and amending the company charter and internal records to ensure legal compliance and information transparency;

• Ensuring full compliance with Law No. 76/2025/QH15 and Decree No. 168/2025/NĐ-CP, thereby minimizing legal risks related to accountability and disclosure.

Vietlink’s ongoing legal services are the optimal solution for businesses to operate with confidence, mitigate risks early, adapt swiftly to regulatory changes, and enhance professionalism and transparency in modern corporate governance.

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