🇻🇳 Legislation1 Jul 2025
Vietnam's amended Enterprise Law requires companies to disclose beneficial owners
Vietnam's Law No. 76/2025/QH15 amending the Law on Enterprises took effect on 1 July 2025 with Decree 168/2025/ND-CP on enterprise registration. Companies must collect and file information on their beneficial owners, generally individuals owning 25% or more of capital or voting shares or with power over key decisions. New companies file at registration, and existing companies when they next register or notify a change. Listed, public and state-owned companies are exempt.
The reform aims to align Vietnam with FATF Recommendation 24 on beneficial ownership, as part of its effort to leave the FATF grey list.
What changed
- Definition: a beneficial owner is an individual who directly or indirectly owns charter capital or controls the enterprise.
- Test: under Decree 168/2025, generally 25% or more of charter capital or voting shares, or the power to make key decisions.
- Filing: new companies give beneficial owner information on registration. Companies registered before 1 July 2025 give it when they next register or notify a change, or earlier if they choose.
- Joint stock companies: must declare corporate shareholders holding 25% or more of voting shares, on Form 11 of Circular 68/2025/TT-BTC.
- Exemptions: listed, public and state-owned companies.
- False or inflated declarations in company records are prohibited.
Who is affected
Vietnamese companies, including foreign-invested enterprises, and their legal representatives.