What Are Enterprises Required to Do Under the Regulations on Beneficial Owners?

1. Who is a Beneficial Owner of an Enterprise?

1.1. Definition of a Beneficial Owner

A beneficial owner of an enterprise is an individual who has actual ownership of the enterprise’s charter capital or exercises control over the enterprise, regardless of whether their name appears in the official business registration documents. This is stipulated in Clause d, Article 1, Law No. 76/2025/QH15.

However, this regulation does not apply to:

• The representative of the direct owner of an enterprise wholly owned by the State.
• The representative of the State’s capital contribution in joint-stock companies or limited liability companies with two or more members, as prescribed by the laws on the management and investment of State capital in enterprises.

In simple terms, a beneficial owner is an individual who has actual control or benefits from the enterprise, whether directly or indirectly.

1.2. Who Qualifies as a Beneficial Owner of an Enterprise?

According to Article 17 of Decree 168/2025/NĐ-CP, a beneficial owner is an individual who meets at least one of the following criteria:

Ownership of Charter Capital or Voting Shares:

• Directly or indirectly owns 25% or more of the enterprise’s charter capital or total voting shares.
• Indirect ownership refers to ownership through another organization.

Control Over the Enterprise:

• Has the authority to appoint, dismiss, or remove the majority or all of the following positions: members of the board of directors, chairman of the board of directors, chairman of the members’ council, legal representative, director, or general director.
• Has the authority to decide on amendments or supplements to the enterprise’s charter.
• Has the authority to decide on changes to the enterprise’s management structure.
• Has the authority to decide on the reorganization or dissolution of the enterprise.

2. What Must Enterprises Do to Comply with Beneficial Ownership Regulations?

Starting from July 1, 2025, the amended Enterprise Law (Law No. 76/2025/QH15) and Decree 168/2025/NĐ-CP mandate that enterprises fulfill the following obligations regarding beneficial owners:

Review Ownership Structure: Enterprises must identify individuals who qualify as beneficial owners based on the criteria outlined in Article 17 of Decree 168/2025/NĐ-CP.

Compile a List of Beneficial Owners: Enterprises must prepare a list of beneficial owners using Form No. 10, Annex I, issued with Circular 68/2025/TT-BTC, and submit it with the enterprise registration dossier or whenever changes occur.

Declare and Notify Information:

• Enterprises must declare and notify the provincial Business Registration Authority of information about beneficial owners in accordance with Article 18 of Decree 168/2025/NĐ-CP.
• For enterprises established before July 1, 2025, information about beneficial owners must be supplemented before or at this date.
• For enterprises established on or after July 1, 2025, information about beneficial owners must be declared during the enterprise registration process.

Maintain Records: Enterprises must maintain information about beneficial owners in paper or electronic form, as prescribed in Article 19 of Decree 168/2025/NĐ-CP.

3. Procedures for Declaring Beneficial Owners

3.1. Declaration During Enterprise Establishment

For enterprises established on or after July 1, 2025, information about beneficial owners must be included in the enterprise registration dossier, specifically: The list of beneficial owners, using Form No. 10, Annex I, issued with Circular 68/2025/TT-BTC.

3.2. Declaration During Operations

According to Clause 1, Article 52 of Decree 168/2025/NĐ-CP, enterprises must follow these steps when there are changes to beneficial owner information or ownership ratios:

Declaration Dossier

• Notice of Change in Enterprise Registration Information: Use Form No. 12, Annex I, issued with Circular 68/2025/TT-BTC.
• List of Beneficial Owners: Use Form No. 10, Annex I, issued with Circular 68/2025/TT-BTC.

Submission Location

• The dossier must be submitted to the provincial Business Registration Authority.
• Submission deadline: Within 10 days from the date of change in beneficial owner information or ownership ratios previously declared.

Processing Procedure

Upon receiving a valid dossier, the provincial Business Registration Authority will:

• Issue a receipt and schedule a result delivery date.
• Update the information in the National Business Registration Information System within 01 working day from the date of receiving a valid dossier.
• Issue a Certificate of Confirmation of Changes to Enterprise Registration Information if requested by the enterprise.

Compliance with regulations on beneficial owners is a mandatory legal obligation for all enterprises starting from July 1, 2025. Enterprises must proactively review, declare, and update accurate and timely information to ensure compliance with legal requirements and avoid unnecessary legal risks.

Disclaimer:

This article is intended for informational purposes only and does not constitute legal advice from HTH & Partners. The content represents the views of HTH & Partners and is subject to change without prior notice.

The legal provisions referenced in this article were valid at the time of publication but may have been amended or repealed by the time of reading. We strongly recommend consulting a qualified legal professional before applying any information contained herein.