Starting from 1 July 2025, the amended Law on Enterprises 2025 introduces new obligations regarding the identification, declaration, and management of beneficial owners. These changes aim to improve corporate transparency, combat financial crime, and bring Vietnam’s corporate governance framework in line with international standards. All businesses, especially those with complex ownership or foreign capital, should carefully understand and comply with these new requirements.
According to the Law on Enterprises 2025, a beneficial owner of an enterprise having juridical person status (hereinafter referred to as the “beneficial owner”) means an individual who has actual ownership of charter capital of, or has controlling interest in, that enterprise - except a direct representative of the owner in a wholly state-owned enterprise or a representative for the State’s portion of capital in a joint-stock company or a multi-member limited liability company, in accordance with regulations of law on management and use of state capital in enterprises.”
Companies must declare and retain the following personal details of each beneficial owner:
This information must be accurate, complete, and kept up to date throughout the life of the company.
A person is considered a beneficial owner if they meet at least one of the following conditions:
Direct ownership qualifies an individual as a beneficial owner:
Indirect ownership through one or more legal entities also qualifies, although such owners are not required to be declared. Indirect ownership is calculated by multiplying the ownership percentages through each level of the ownership chain. If the final result equals or exceeds 25%, the individual is recognized as an indirect beneficial owner.
An individual is also considered a beneficial owner if they exercise control over the company’s strategic decisions, even without meeting the 25% ownership threshold. This “controlling influence” includes the ability to:
This control may be exercised through formal shareholder agreements, informal influence based on reputation, founding status, or advisory power. In essence, if a person’s consent is required for key decisions to be passed—despite formal voting majorities—they are considered to have effective control and must be declared as a beneficial owner.
From July 1, 2025 onward, existing companies must submit beneficial ownership information during the next business registration update. If desired, companies may voluntarily submit this information earlier as a separate procedure. Once declared, beneficial owner information must be updated promptly whenever changes occur during the company’s operation.
All newly formed companies must declare information about their beneficial owners at the time of establishment. Any changes after incorporation must also be reported promptly, following the same procedures as existing companies.
The new provisions on beneficial ownership under the 2025 Law on Enterprises mark a critical shift in Vietnam’s corporate regulatory environment. By requiring companies to look beyond legal ownership and identify the individuals who truly control or benefit from their operations, the law promotes transparency, combats financial crimes, and strengthens investor confidence.
Fidinam provides business consulting services on declaring beneficial owner information in accordance with current laws. We assist enterprises – whether established before or after 1 July 2025 – in complying with the amended Law on Enterprises 2025.
For any support needs, please feel free to contact us for timely and detailed consultation.