A beneficial owner of a Vietnamese company is an individual who directly or indirectly owns 25% or more of its charter capital or voting shares, or who ultimately controls it in practice, under Decree 296/2026/ND-CP, in force since 23 July 2026. For a foreign-invested company, that means tracing past the foreign parent to the people at the top of the group and declaring them to the Business Registration Office. Skipping the declaration at formation costs VND 50–100 million (~USD 1,900–3,800).
The obligation came in with the amended Law on Enterprises (Law 76/2025/QH15) from 1 July 2025 and applies to companies set up before that date too. It sits alongside the other formation steps covered in our guide to setting up a business in Vietnam. This article covers who counts, how to trace ownership through offshore holding companies, and what happens when the filing is late or wrong.
How Vietnam Identifies a Beneficial Owner: Three Tiers
Beneficial owners are always individuals. A parent company, fund, or trust is never the end of the search, and individuals who hold state capital on the State’s behalf are excluded. Decree 296 replaced the original definition in Decree 168/2025/ND-CP with a test that runs in a fixed order, so every company ends up declaring at least one person.
| Tier | Who is declared | When this tier applies |
|---|---|---|
| 1. Ownership | Individuals owning 25% or more of charter capital or voting shares, directly, indirectly, or both | Always checked first |
| 2. Control | Individuals who control the company in practice | Nobody meets tier 1, or there are grounds to believe the tier 1 person is not the real owner |
| 3. Senior manager | The one manager with the greatest authority to act for the company | Nobody meets tier 1 or tier 2 |
Tier 1: the 25% ownership test
Indirect ownership counts. An individual who holds 25% through one or more companies, or through another legal arrangement, is a beneficial owner even though their name never appears on the Vietnamese company’s member register.
Two grouping rules apply. Family members (as defined in the Law on Enterprises) are assessed together, and so are individuals who have signed a contract to own the company jointly. If the group reaches 25%, each person in it is a beneficial owner. Four siblings holding 10% each make a 40% group, so all four are declared.
Partnerships follow a simpler rule: every general partner is a beneficial owner, whatever their capital share.
Tier 2: control in practice
Tier 2 has two triggers. The first is that nobody reaches 25%. The second is that the company has grounds to believe the person who meets tier 1 is not the real beneficial owner, for example a nominee.
Control means holding one or more of these powers:
- appointing or removing most or all members of the Board of Directors or Members’ Council, its chair, or the (General) Director;
- amending the company charter or changing its organizational structure;
- deciding financial, investment, and operating policy;
- deciding to reorganize or dissolve the company.
Tier 3: the fallback
If nobody passes tier 1 or tier 2, the company names one individual: the manager with the greatest authority to act on its behalf.
Tier 3 is a disclosure fallback. The decree names the manager because no owner or controller could be identified, and it doesn’t say the manager owns anything.
Tracing Beneficial Ownership Through a Foreign Parent Company
Beneficial ownership in a foreign-invested company is traced layer by layer: the company and its founders must review each level of the ownership structure until they reach the individual with ultimate ownership or control (Decree 296, Article 4). Where the chain includes a trust or similar legal arrangement, the beneficial owner of that arrangement is identified under Vietnam’s anti-money laundering rules.
Decree 296 doesn’t prescribe a formula for indirect percentages. The hypothetical chain below, which is an illustration and not a client case, estimates indirect stakes by multiplying the holding at each layer.
Both individuals clear 25%, so the Vietnam LLC declares A and B, not the Singapore or BVI companies. Change one fact and the answer shifts. Suppose the BVI company were owned by a fund with five investors at 20% each. If the fund is a trust-type legal arrangement, its beneficial owners are identified under the anti-money laundering rules first. If no individual still reaches 25%, tier 2 applies and the company declares whoever controls the fund’s decisions.
Declaration steps
- Review each layer of the ownership structure, from the Vietnamese company up to the individuals with ultimate ownership or control, and apply the three tiers in order.
- Prepare foreign documents. Legal documents of a foreign corporate member or shareholder must be consularly legalized, or, since 11 September 2026, carry an apostille if issued by a country where the Apostille Convention applies with Vietnam. Documents in a foreign language also need a Vietnamese translation with the translator’s signature certified.
- Declare the beneficial owners on the Ministry of Finance’s beneficial owner list form, filed in the enterprise registration dossier with the Business Registration Office under the provincial Department of Finance. The form records each person’s identity details, direct and indirect percentages, and the tier applied. The declaration goes in the enterprise registration dossier whether the company registers before or after its Investment Registration Certificate (IRC): since Decree 296, a foreign investor may register the company first and commit in the application to meeting market access conditions.
- Report changes within 10 days of the change in beneficial owner information (Decree 168, Article 52).
- Keep the records. The Law on Enterprises requires the company to collect, update, and store beneficial owner information, hand it to competent authorities on request, and keep it for at least 5 years after dissolution or bankruptcy.
Companies registered before 1 July 2025 add their beneficial owner details the next time they register a change to their Enterprise Registration Certificate (ERC). The amendment procedures are in our guide to IRC and ERC amendments.
When the 10-day filing applies
The 10-day duty runs from a change in beneficial owner information, so it follows the list of qualifying individuals rather than every transaction. Because indirect ownership and control count, the change can happen above the Vietnamese company. Applying the three tiers, these changes alter the list:
- A transfer at any layer that takes an individual’s direct or indirect stake across 25%.
- A new right to appoint the board, the chair, or the (General) Director, or to amend the charter, which can create a tier 2 owner without any change in percentages.
- A change of the manager declared under tier 3.
Penalties and Personal Risks for Beneficial Owners
Fines for beneficial owner breaches sit in Decree 122/2021/ND-CP as amended by Decree 288/2026/ND-CP. The amounts below are the fines for the company.
| Violation | Fine |
|---|---|
| Not declaring beneficial owners at formation | VND 50–100 million (~USD 1,900–3,800) |
| Company formed before 1 July 2025 not supplementing beneficial owner information at its next change registration | VND 70–100 million (~USD 2,700–3,800) |
| Untruthful or inaccurate information in the registration dossier, including beneficial owner data | VND 30–70 million (~USD 1,150–2,700) |
Personal exposure goes beyond the fine
When a company is under tax enforcement with debt of VND 500 million (~USD 19,000) or more that is 120 days or more overdue, its legal representative and its beneficial owner can both be temporarily suspended from leaving Vietnam, after 30 days' notice (Decree 252/2026/ND-CP).
Nominee arrangements carry a separate risk. Since 23 July 2026, owners, members, and shareholders must not hold capital in a company on someone else’s behalf. Declaring a nominee as the beneficial owner would put inaccurate beneficial owner information in the dossier, which falls under the VND 30–70 million fine above. The legal representative liability guide covers how to replace a nominee who refuses to cooperate.
Before You File: Three Checks
A beneficial owner filing for a foreign-invested company comes down to three checks:
- The test runs in order. Ownership at 25% first, then control, then the manager with the greatest authority. A company with no qualifying owner or controller still names that manager.
- Foreign parents are looked through. The declaration names individuals, so every holding layer above the Vietnamese company has to be reviewed.
- Changes have a 10-day clock. A change in who qualifies counts even when it happens above the Vietnamese company and nothing changes on its own register.
Rules are current as of October 2026. This article is general information, not legal advice for a specific structure.
Indochina Link Vietnam prepares beneficial owner declarations as part of company formation and registration amendments for foreign investors. To review a group structure before your next filing, schedule a free consultation with our corporate advisory team.
