Beneficial owners of a Vietnamese company
Decree No. 296/2026/ND-CP — the three tests, the look-through to the individuals behind a foreign holding company, the declaration and its fines
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Since 1 July 2025, every Vietnamese company with legal personality must know who ultimately owns or controls it, keep that information and declare it to the business registry. On 23 July 2026, Decree No. 296/2026/ND-CP rewrote the test. The company now looks through each tier of its ownership until it reaches individuals; the members of a family, or the parties to an agreement, who together hold 25% are all declared; and where nobody qualifies, somebody must still be named. For a foreign-invested company held through a Hong Kong, Singapore or BVI company the change is concrete: until July it usually declared no individual at all; it must now name the people behind its parent.
What changed on 23 July 2026?
The obligation comes from Law No. 76/2025/QH15, which amended the Law on Enterprises from 1 July 2025: the beneficial owner (chủ sở hữu hưởng lợi) is the individual who actually owns the charter capital or has the right to control the company (Law on Enterprises, art. 4(35)), and the company must collect, update and keep that information and provide it on request (art. 8(5a) of the same law). Decree No. 168/2025/ND-CP set the criteria; Decree No. 296/2026/ND-CP, in force on the day it was signed, replaced them.
| Point | Until 22 July 2026 | Since 23 July 2026 |
|---|---|---|
| Who is declared | Individuals holding 25% or more directly had to be declared; the control test only “if any” | Every individual reaching 25% directly, indirectly or both; then the control test; then a fallback |
| A shareholder that is a company | No individual to declare behind it; a joint-stock company declared its corporate shareholders of 25% or more | Each tier is reviewed until individuals are reached (art. 18(1)); the declaration of corporate shareholders is abolished |
| Families and agreements | Holdings not added together | A family, or parties to an agreement, who together reach 25% are each a beneficial owner |
| Point | Until 22 July 2026 | Since 23 July 2026 |
|---|---|---|
| Nobody qualifies | Nothing to declare | The manager with the greatest authority to act for the company is named |
| Holding for someone else | Not addressed | Prohibited: owners, members and shareholders do not hold capital in their name for another person (art. 4(1)) |
Who is a beneficial owner?
Always a natural person: “one or more individuals who directly or indirectly ultimately own or exercise effective control over the enterprise” (art. 17). Individuals who represent State capital in the company are excluded. The three tests are applied in order; a later test is used only when the earlier one finds nobody, or when there are grounds to think that the person it found is not the real owner.
How is a foreign holding company traced?
Article 18(1) requires the founders and the company to review “each tier of the ownership structure until the individual with ultimate ownership or control is identified”. A holding company in Hong Kong, Singapore or the British Virgin Islands is therefore a tier, not an answer. The decree does not say how an indirect holding is computed. In practice, in a simple chain without special rights, the percentages are multiplied down the chain and any direct holding is added; preferred voting shares, options, convertible instruments and voting agreements call for the control test as well.
| Structure | Who is declared |
|---|---|
| The same holding company owned 20% each by five unrelated individuals | Nobody passes the ownership test. The control test follows — who appoints the directors of the holding company and of the Vietnamese company? Failing an answer, the Vietnamese company’s senior manager |
| Five shareholders of 10% each, two of them married and a third their son | The three members of the family together hold 30%: all three are declared |
| A trust or similar arrangement in the chain | Its beneficial owners are determined under the anti-money-laundering rules: settlor, trustee, beneficiaries, protector and any individual with ultimate control (art. 18(1); Resolution No. 66.23/2026/NQ-CP) |
| A parent listed on a stock exchange | Decree No. 296 provides no exemption. The anti-money-laundering rules carve listed companies out of their own test; the registry rules have no equivalent |
What is declared, and when?
For each beneficial owner the file states the full name, date of birth, nationality, ethnicity, sex, contact address, the percentage owned or the control right held, and the details of the identity document (Law on Enterprises, art. 25(5)). The list is filed on form No. 10, the list of beneficial owners of the enterprise, annexed to Circular No. 68/2025/TT-BTC and replaced in August 2026 by Circular No. 121/2026/TT-BTC.
| Situation | When | Basis |
|---|---|---|
| A new company | In the incorporation file | Law on Enterprises, arts. 20 to 23 |
| A company registered before 1 July 2025 | With its next registration change or notification — or earlier, on its own initiative. There is no calendar deadline | Law No. 76/2025/QH15, art. 3(1) |
| A beneficial owner changes, or a declared percentage | Notify the provincial registry within 10 days of the change | Decree No. 168, art. 52(1) |
| Every company | Keep the list in its records, at the head office or where the charter provides | Law on Enterprises, art. 11(1)(h) |
| Listed companies and companies registered for securities trading | Exempt from notifying changes | Law on Enterprises, art. 31(1)(c) |
Decree No. 296 has no transitional provision for declarations already made. Every filing since 23 July 2026 applies the new test, and a declaration made under the old one — typically, no individual behind a corporate shareholder — will not survive the next change. Reviewing it now costs less than discovering the gap at the next filing.
Who can see the declaration?
Nobody outside the State. The beneficial owners do not appear on the enterprise registration certificate, and the national portal excludes them from the information any person may obtain (Decree No. 168, art. 74(1) and (4)). Competent authorities obtain them free of charge for anti-money-laundering purposes (Law on Enterprises, art. 33(1a)), and the provincial registry supplies them on request to the anti-money-laundering department of the State Bank of Vietnam (Decree No. 168, art. 21(4)). Banks, which must identify beneficial owners under the Law on Anti-Money Laundering (No. 14/2022/QH15, art. 10), have no access to the registry’s data: they ask the company.
The registry and the bank apply tests that are close but not identical. A single ownership chart, with the reasoning behind each test, avoids two inconsistent answers about the same company.
What does a failure cost?
Decree No. 288/2026/ND-CP, signed on 21 July 2026 and in force the same day, amended Decree No. 122/2021/ND-CP on administrative sanctions in planning and investment and wrote the beneficial owner into it. The amounts below are those for an enterprise; the authority also orders the missing information to be filed.
| Breach | Fine | Decree No. 122, as amended |
|---|---|---|
| No declaration on incorporation | VND 50 to 100 million (USD 1,910 to 3,820) | art. 46(4)(c) |
| Company registered before 1 July 2025 that does not add the information at its next filing | VND 70 to 100 million (USD 2,680 to 3,820) | art. 44(6) |
| Untruthful or inaccurate information | VND 30 to 70 million (USD 1,150 to 2,680) | art. 43 |
| Change not notified | VND 30 to 70 million | art. 44(5) |
| Change notified late | From a warning (1 to 10 days) to VND 50 to 60 million (91 days or more) | art. 44(1) to (4) |
| Information not provided on request | VND 50 to 70 million | art. 48 |
Holding capital for another person has been prohibited since 23 July 2026, and Decree No. 288 sets no fine specific to it. A nominee recorded in the declaration as the owner, on the other hand, exposes the company to the fine for an inaccurate declaration.
What else does Decree No. 296 change for a foreign investor?
| Change | Decree No. 168, as amended |
|---|---|
| The company may be registered before the investment registration certificate is issued or amended. The file then contains no copy of the certificate, and the application includes an undertaking that the market-access conditions for foreign investors are met | art. 24(6); Law on Investment No. 143/2025/QH15, art. 19(2) |
| Filing through an authorised person: both the principal and the agent authenticate electronically for a change of legal representative, of owners or members, of founding shareholders or of foreign shareholders | art. 12(5) |
| No copies of what the registry already holds: documents it can retrieve from the national databases are no longer requested | art. 4(7) |
What should be done now?
Sources. Law on Enterprises No. 59/2020/QH14 as amended by Law No. 76/2025/QH15, in force 1 July 2025, arts. 4(22), 4(35), 8(5a), 11, 20 to 25, 31, 33 and 216; Law No. 76/2025/QH15, art. 3(1) · Government of Vietnam, Decree No. 168/2025/ND-CP of 30 June 2025 on enterprise registration, arts. 4, 12, 17 to 19, 21, 24, 52 and 74, as amended by Decree No. 296/2026/ND-CP of 23 July 2026 (Nghị định 296/2026/NĐ-CP) · Decree No. 122/2021/ND-CP as amended by Decree No. 288/2026/ND-CP of 21 July 2026, arts. 43, 44, 46 and 48 · Circular No. 68/2025/TT-BTC, form No. 10, as amended by Circular No. 121/2026/TT-BTC · Law on Anti-Money Laundering No. 14/2022/QH15, arts. 3 and 10; Resolution No. 66.23/2026/NQ-CP of 24 July 2026 · Law on Investment No. 143/2025/QH15, art. 19 — Vietnamese texts as published by Thư viện Pháp luật and LuatVietnam; Báo Chính phủ, 23 July 2026, on Decree No. 288. Commentary consulted: Allen & Gledhill, Rajah & Tann Asia, KPMG, Crowe Vietnam, Vietnam Briefing (July to September 2026).
This note states the law as published at 9 October 2026 and is not legal advice on a particular structure. Articles cited without a text are those of Decree No. 168/2025/ND-CP as amended by Decree No. 296/2026/ND-CP. Conversions at VND 26,160 to USD 1, the Vietcombank selling rate of 8 October 2026. Lo On Shing Consultants Limited, Hong Kong — BR 64679960.