Beneficial Owner of an Enterprise: New Declaration Obligation under the 2025 Amended Enterprise Law

One notable novelty of the Law amending and supplementing a number of articles of the Enterprise Law (Law No. 76/2025/QH15) is the first-time introduction of the concept of “beneficial owner of an enterprise” and the obligation to declare and keep information about this person. This is an important change that every enterprise — particularly those with complex ownership structures or foreign investment — should understand to stay compliant.

Mục 01Background and objectives

Law No. 76/2025/QH15 was passed by the National Assembly on 17 June 2025 and took effect on 1 July 2025. Adding rules on beneficial owners aims to meet international standards on anti-money laundering and counter-terrorist financing, and to enhance transparency over the actual ownership of enterprises.

Mục 02Who is a beneficial owner?

A beneficial owner of an enterprise with legal-entity status is an individual who has actual ownership of the charter capital or control over that enterprise, except for the representative of the direct owner at an enterprise wholly (100%) owned by the State under the law on management and investment of state capital in enterprises.

In other words, this is the individual behind the scenes who actually owns or controls the enterprise, even if not named directly on the registration documents. The rule aims to “look through” intermediary ownership layers to identify the person who truly benefits and controls.

Mục 03New obligations of enterprises

From 1 July 2025, enterprises have additional obligations related to beneficial owners, including:

• Declaring information about the enterprise’s beneficial owner to the business registration authority.
• Collecting, updating and keeping information about beneficial owners.
• Providing information to competent state authorities to identify the beneficial owner upon request.
• Notifying changes to the business registration authority when beneficial-owner information changes (except for listed companies and companies registered for securities trading as prescribed).

Mục 04Information to be declared

The list of beneficial owners typically includes basic information about the individual, such as: full name; date of birth; nationality; ethnicity; gender; contact address; ownership ratio or control right; and information on the individual’s legal documents.

Mục 05What should enterprises do to comply?

• Review the ownership structure to identify the individual who is the beneficial owner based on actual ownership of charter capital or control right.
• Collect, standardise and keep beneficial-owner information in the enterprise’s records.
• Declare to the business registration authority as prescribed, and update/notify upon changes.
• For enterprises with multiple ownership layers or foreign elements, consider legal advice to correctly identify the beneficial owner and avoid incomplete or incorrect declaration.

Mục 06Notes for foreign-invested enterprises

Enterprises with multi-tier ownership structures — through an overseas parent company or investment fund — should pay particular attention to identifying the ultimate individual beneficiary. Getting this right not only meets legal obligations in Vietnam but also supports transparency in relationships with banks, partners and regulators.

Mục 07FAQ

What is a beneficial owner?

An individual with actual ownership of the charter capital or control over the enterprise, under Law No. 76/2025/QH15.

When does the declaration obligation apply?

From 1 July 2025, when Law No. 76/2025/QH15 took effect.

What information must be declared?

Basic information about the individual beneficial owner, such as full name, date of birth, nationality, contact address, ownership ratio or control right, and legal documents.

Must listed companies notify changes?

The obligation to notify changes to beneficial-owner information has an exception for listed companies and companies registered for securities trading as prescribed.

Mục 08HTIC by your side

The beneficial-owner rules impose new compliance requirements, especially for enterprises with complex ownership structures or foreign elements. HTIC Law Firm helps enterprises review ownership structures, identify beneficial owners, standardise records and perform declaration/updating obligations correctly. Contact HTIC for a compliance solution suited to your business model.

Legal basis: Law amending and supplementing a number of articles of the Enterprise Law (Law No. 76/2025/QH15), passed on 17 June 2025, effective 1 July 2025.