Beneficial Owner: New 2025 Enterprise Law Rules

The Beneficial Owner is an individual with factual ownership or control over an enterprise. This is a key new point in the Enterprise Law 2020 (amended 2025). Effective 01/07/2025, enterprises have a legal duty to collect, update, and declare Beneficial Owner information. This Long Phan Consulting Company article analyzes the identification criteria and compliance process.

The Beneficial Owner Concept

Vietnamese law has officially adopted the Beneficial Owner regulation. This concept aims to enhance business transparency. Correctly identifying the Beneficial Owner is the basis for new legal declaration obligations for enterprises.

Under Clause 35, Article 4, Enterprise Law 2020 (amended 2025), the Beneficial Owner of a legal entity (enterprise) is the individual with factual ownership of the charter capital or control over that enterprise. This excludes representatives of direct state ownership (in 100% state-owned enterprises) and representatives of state capital in joint-stock companies or multi-member limited liability companies, per state capital management laws.

>>> See more at: Procedures for adjusting investment projects when merging businesses

Criteria for Beneficial Owner Identification

Based on Clause 1, Article 17, Decree 168/2025/ND-CP, the Beneficial Owner of an enterprise is an individual meeting one of the following criteria:

• Criterion 1: Capital Ownership. The individual directly or indirectly owns 25% or more of the charter capital or 25% or more of the total voting shares of the enterprise. This is the clearest criterion, based on the shareholder or member register. The law defines “indirect ownership” as owning 25% or more of the capital (or voting shares) of an enterprise through one or more other organizations. Enterprises must analyze the ownership chain to identify the final individual.
• Criterion 2: Control. The individual holds control over passing at least one of the following issues:
  • Appointing, dismissing, or removing the majority or all members of the Board of Directors (BOD), Chairperson of the BOD, or Chairperson of the Members’ Council (MC).
  • Appointing, dismissing, or removing the Legal Representative, Director, or General Director.
  • Amending or supplementing the company’s Charter.
  • Changing the company’s management organizational structure.
  • Reorganizing or dissolving the company.

Beneficial Owner Declaration Deadlines

Under Clause 1, Article 18, Decree 168/2025/ND-CP, the obligation to declare the Beneficial Owner applies on a specific schedule, effective 01/07/2025. Enterprises must understand these timelines for compliance.

The law distinguishes two groups with different declaration times:

• For new enterprises (established from 01/07/2025): Declaring the Beneficial Owner is mandatory at the time of establishment. The company registration dossier must include the List of Beneficial Owners (if any).
• For established enterprises (before 01/07/2025): These enterprises are not required to file immediately on 01/07/2025. Instead, a flexible transition period applies. The enterprise must supplement information on the Beneficial Owner (if any) and identification information (if any). This supplement is done concurrently with the next procedure for changing business registration content or notifying of changes.

Additionally, under Clause 1, Article 52, Decree 168/2025/ND-CP, enterprises have an “updating” obligation. This means any change to the Beneficial Owner during operation requires the enterprise to carry out the procedure to notify the Business Registration Office of the change.

>>> See more at: Project land transfer consulting services for businesses

Procedure for Declaring the Beneficial Owner

Declaration requires enterprises to collect information and report it to the Business Registration Office (BRO). Articles 17, 18, and 19 of Decree 168/2025/ND-CP detail the required content. The enterprise is responsible for the accuracy, completeness, and timeliness of the declared information.

The basic process includes these steps:

• Step 1: Identify the Beneficial Owner. The enterprise (or its founder) must self-identify the individuals who are its beneficial owners. This identification uses quantitative criteria (25% capital/shares) and qualitative criteria (control).
• Step 2: Collect Information. After identification, the enterprise must collect the individual’s full information. The list of beneficial owners includes:
  • Full name; Date of birth;
  • Nationality; Ethnicity; Gender;
  • Contact address;
  • Ownership ratio or control;
  • Personal legal document information.
• Step 3: Declare with the BRO. The enterprise files the declaration with the provincial-level BRO. The content (per Article 18, Decree 168) includes:
  • Declaration of individuals: Shareholders/members owning 25% or more; the owner of a single-member LLC; individuals with control (if any).
  • Declaration of identification information: If a shareholder/member is an organization owning 25% or more, the enterprise must declare that organization’s information (Name, Tax Code, address, ownership ratio).
  • Declaration follows Form No. 10 and Form No. 11, Appendix I, issued with Circular 68/2025/TT-BTC (dated 01/07/2025).

>>> See more at:

• Step 4: Retain Information. The enterprise must retain the List of Beneficial Owners declared with the BRO. This dossier must be kept at the head office (or other location specified in the Charter). Storage can be physical paper or electronic. The retention period must comply with legal regulations.

Consulting Services

The regulations on Beneficial Owner identification and declaration under the Enterprise Law (amended) create legal challenges for enterprises, especially those with complex ownership structures or foreign investment. To help enterprises comply and mitigate risk, Long Phan Consulting Company provides comprehensive consulting services, ensuring transparency, efficiency, and suitability for each specific business model.

Long Phan Consulting Company assists clients with the following:

• Analyzing the detailed capital ownership structure (direct and indirect) of the enterprise through multiple layers.
• Reviewing the Charter, shareholder agreements, and authorization documents to accurately identify individuals with “control” (qualitative criteria).
• Preparing detailed legal reports on individuals identified as beneficial owners according to the criteria of Decree 168/2025/ND-CP.
• Collecting and preparing complete dossiers and information (legal papers, addresses) as required by law.
• Drafting the List of Beneficial Owners and related documents for submission to the Business Registration Office.
• Advising on procedures and executing information updates when the Beneficial Owner changes during operation.
• Advising on building internal regulations for collecting, updating, and securing Beneficial Owner information.
• Establishing a system for retaining dossiers and the List of Beneficial Owners at the head office (paper or electronic) per regulations.
• Representing the enterprise to explain and provide Beneficial Owner information to competent state agencies upon request.

Frequently Asked Questions

Below are common questions about the enterprise Beneficial Owner.

How is the Beneficial Owner defined under the new Enterprise Law?

The Beneficial Owner is the individual with factual ownership of the charter capital or control over the enterprise (excluding state capital representatives). (Basis: Clause 35, Article 4, Enterprise Law 2020 (amended 2025))

What is the capital ownership threshold to be a Beneficial Owner?

An individual is identified as a Beneficial Owner if they directly or indirectly own 25% or more of the charter capital (or 25% or more of total voting shares) of the enterprise. (Basis: Clause 1, Article 17, Decree 168/2025/ND-CP)

When must new enterprises (established from 01/07/2025) declare their Beneficial Owner?

New enterprises must declare the Beneficial Owner (if any) at the time of establishment. This information is a mandatory part of the business registration dossier. (Basis: Clause 1, Article 18, Decree 168/2025/ND-CP)

When must enterprises established before 01/07/2025 add Beneficial Owner information?

The enterprise must add this information concurrently with the next procedure for changing business registration content (or notification of change). (Basis: Clause 1, Article 18, Decree 168/2025/ND-CP)

What must an enterprise do if its Beneficial Owner information changes?

When any change to the Beneficial Owner occurs, the enterprise must carry out the procedure to notify the Business Registration Office of the change. (Basis: Clause 1, Article 52, Decree 168/2025/ND-CP)

Conclusion

Complying with the Beneficial Owner declaration regulations under the Enterprise Law (amended) is a mandatory legal obligation from 01/07/2025. Non-compliance can lead to unnecessary risks. For specialized support in identification, dossier preparation, and procedure execution, please contact Long Phan Consulting Company via hotline 1900636389 for timely advice.