New Regulations on Beneficial Ownership of Enterprises under Legal Instruments Issued in Late July 2026
Although the concept of beneficial ownership was introduced under the Law on Anti-Money Laundering No. 07/2012/QH13, the concept of the beneficial owner of an enterprise was only formally incorporated into Vietnam’s Enterprise Law through Law No. 76/2025/QH15 amending the Law on Enterprises and subsequently elaborated under Decree No. 168/2025/ND-CP on enterprise registration.
As part of Vietnam’s continued efforts to strengthen its anti-money laundering (“AML“) framework and fulfil its international commitments regarding corporate transparency and tax information exchange, the Government issued several important legal instruments in late July 2026, including:
- Resolution No. 66.23/2026/NQ-CP dated 24 July 2026, introducing special mechanisms and policies to address legal obstacles in the AML framework in order to satisfy Vietnam’s urgent international commitments relating to exchange of information upon request for tax purposes (“Resolution 66.23“), effective from 24 July 2026;
- Decree No. 296/2026/ND-CP dated 23 July 2026, amending and supplementing Decree No. 168/2025/ND-CP on enterprise registration (“Decree 296“), effective from its date of issuance; and
- Decree No. 288/2026/ND-CP dated 21 July 2026, amending and supplementing Decree No. 122/2021/ND-CP on administrative penalties in the planning and investment sector (“Decree 288“), effective from its date of issuance.
These legislative instruments introduce significant amendments relating to the identification of beneficial owners, enterprises’ obligations to declare and maintain beneficial ownership information, and the administrative sanctions applicable to non-compliance, thereby further strengthening transparency requirements in relation to corporate ownership structures.
In this Legal Brief, BFSC Law LLC highlights the key amendments introduced by these legal instruments and discusses several practical issues that enterprises should take into consideration when implementing the new requirements.
(1) Nominee Shareholding Arrangements for Capital Contributions to Newly Established Enterprises Are No Longer Permitted
One of the notable amendments introduced by Decree 296 is the express prohibition against nominee capital contributions during the establishment of an enterprise.
Specifically, Decree 296 requires that owners, shareholders and members of an enterprise must fully comply with the capital contribution requirements prescribed under Article 34.2 of the Law on Enterprises and must not contribute capital in the name of another person.
Together with the administrative penalties introduced under Decree 288 for inaccurate or non-compliant enterprise registration filings, this amendment is expected to significantly reduce the long-standing practice of nominee shareholding arrangements in the establishment of enterprises, thereby enhancing the transparency of both legal ownership and beneficial ownership information.
It should be noted, however, that Decree 296 currently addresses only nominee arrangements relating to capital contributions upon incorporation. It does not extend to situations where a person holds shares or capital contributions on behalf of another person following the establishment of the enterprise, such as through share transfers or acquisitions of capital interests. This remains a regulatory gap that may require further legislative clarification in the future.
(2) New Three-Tier Approach to Identifying the Beneficial Owner of an Enterprise
Resolution 66.23 and Decree 296 fundamentally revise the methodology for determining the beneficial owner of an enterprise.
Under the new framework, one or more individuals shall be identified as the beneficial owner of an enterprise by applying the following three-tier hierarchy, in sequential order of priority.
2.1. Identification Based on Ownership of Charter Capital or Voting Shares
Under Resolution 66.23 and Decree 296, an individual shall be regarded as the beneficial owner of an enterprise if that individual owns 25% or more of the charter capital or 25% or more of the total voting shares of the enterprise through any of the following forms of ownership:
- Direct ownership;
- Indirect ownership; or
- A combination of direct and indirect ownership.
Compared with Decree 168, the new regulations broaden the concept of indirect ownership. In addition to indirect ownership through intermediary entities, indirect ownership may now also arise through legal arrangements as defined under the anti-money laundering legislation.
Resolution 66.23 and Decree 296 further expand the beneficial ownership concept by recognising groups of individuals connected through family relationships, as defined under Article 4.22 of the Law on Enterprises, or through contractual arrangements. Where such individuals collectively satisfy the applicable ownership threshold, each of them may be identified as a beneficial owner of the enterprise.
For partnerships, Decree 296 introduces a specific rule whereby every general partner is deemed to be a beneficial owner, irrespective of that partner’s capital contribution ratio or voting rights.
2.2. Identification Based on Actual Control over the Enterprise
Where no individual satisfies the ownership threshold described in Section 2.1, or there are grounds to conclude that an individual identified under the ownership criterion is not the true beneficial owner, Resolution 66.23 and Decree 296 require the beneficial owner to be determined based on actual control over the enterprise.
Such control may be established through one or more of the following rights:
The power to appoint, remove or dismiss the majority or all members, or the Chairperson, of the Board of Directors or Members’ Council;
The power to appoint, remove or dismiss the Director or General Director;
The authority to amend or supplement the enterprise’s charter;
The authority to determine changes to the organisational structure of the enterprise;
The authority to determine the enterprise’s financial, investment and operational policies; or
The authority to decide upon the reorganisation or dissolution of the enterprise.
Notably, neither Resolution 66.23 nor Decree 296 clarifies the circumstances under which an individual meeting the ownership threshold may nevertheless be regarded as not being the true beneficial owner. This issue is likely to require further regulatory guidance during the implementation of the new framework.
2.3. Identification Based on the Enterprise Manager Exercising the Highest Level of Authority
Where the beneficial owner cannot be identified under either of the criteria set out in Sections 2.1 and 2.2, Resolution 66.23 and Decree 296 provide that the enterprise manager exercising the highest level of authority to act on behalf of the enterprise shall be identified as the beneficial owner.
This criterion serves as the final mechanism for identifying a beneficial owner and is intended to ensure that every enterprise is capable of identifying at least one natural person as its beneficial owner in accordance with applicable law.
(3) Mandatory Obligation to Identify the Beneficial Owner of Every Enterprise
In addition to introducing a new hierarchy for identifying beneficial owners, Decree 296 also expressly imposes, for the first time, a statutory obligation on both enterprise founders and enterprises to identify their beneficial owners.
Accordingly, enterprise founders and enterprises are required to review each level of the ownership structure until the natural person who ultimately owns or exercises ultimate effective control over the enterprise is identified.
Where the ownership structure includes a legal arrangement as defined under the anti-money laundering legislation, the beneficial owner of such legal arrangement shall be identified in accordance with the relevant anti-money laundering regulations.
It is evident from the amendments introduced by Decree No. 296/2026/ND-CP that the identification of beneficial owners is no longer a mere formality but has become a mandatory compliance obligation for enterprises. Enterprises are required to conduct a comprehensive review of their ownership structure in order to identify the individual who ultimately owns or exercises effective control over the enterprise.
When read together with the obligation to prepare and maintain the List of Beneficial Owners under Article 18 of Decree 168 (as amended), the new regulations appear to indicate that every enterprise is expected to identify at least one natural person as its beneficial owner, and that the responsibility for making such determination rests with the enterprise and its founders.
(4) New Administrative Penalties Relating to Beneficial Ownership Information
To reinforce compliance with the new beneficial ownership regime, Decree 288 introduces a number of administrative sanctions applicable to violations concerning the declaration, maintenance and provision of beneficial ownership information.
Specifically, an enterprise may be subject to administrative penalties where it:
(i) fails to declare information relating to the beneficial owner or information used to identify the beneficial owner in the enterprise registration dossier, the notification of changes to beneficial ownership information, or the notification of changes to information used to identify the beneficial owner;
(ii) fails to maintain the List of Beneficial Owners at its registered office as required by law;
(iii) submits incomplete information or fails to provide the required information within the prescribed time limit upon request from the competent authorities, including information relating to beneficial ownership; or
(iv) fails to provide information upon request or provides false or inaccurate information to the competent authorities, including information relating to beneficial ownership.
The above violations are subject to administrative fines ranging from VND 20 million to VND 70 million, together with the applicable remedial measures prescribed by law.
(5) BFSC Commentary
The legal instruments issued in late July 2026 represent a significant step forward in Vietnam’s ongoing efforts to strengthen its beneficial ownership transparency framework, particularly in support of the country’s international commitments relating to anti-money laundering (“AML”) and exchange of information for tax purposes.
Compared with the previous regulatory framework, Resolution 66.23 and Decree 296 fundamentally revise the methodology for identifying the beneficial owner of an enterprise by introducing a hierarchical approach based not only on ownership thresholds but also on actual control and, where necessary, the enterprise manager exercising the highest level of authority. At the same time, enterprises are now subject to an express obligation to review their ownership structure and identify the natural person who ultimately owns or exercises effective control over the enterprise.
The introduction of specific administrative penalties under Decree 288 further reinforces the compliance regime. The new sanctions make it clear that the declaration, maintenance and provision of beneficial ownership information will become an important aspect of corporate governance and regulatory compliance for enterprises operating in Vietnam.
Nevertheless, several issues remain open for further clarification. In particular, the new regulations do not explain the circumstances in which an individual satisfying the ownership threshold may nevertheless be regarded as not being the true beneficial owner. Likewise, the prohibition against nominee arrangements currently applies only to capital contributions upon incorporation and has not yet been extended to nominee shareholding arrangements arising from subsequent transfers of shares or capital contributions.
BFSC expects that these issues will be further clarified through future legislative amendments or official guidance to facilitate consistent implementation of the new beneficial ownership regime.
(6) Practical Recommendations
In light of these regulatory developments, BFSC Law LLC recommends that enterprises proactively review their ownership structure and internal governance arrangements to identify their beneficial owners in accordance with the newly introduced criteria, rather than relying solely on shareholding percentages or capital contribution ratios.
For enterprises with multi-layer ownership structures, foreign investors, legal arrangements or contractual control mechanisms, the beneficial ownership analysis should be conducted at an early stage to ensure the accuracy of enterprise registration records and to facilitate compliance with any information requests from the competent authorities.
Enterprises should also establish and maintain an up-to-date List of Beneficial Owners, implement internal procedures for maintaining and updating beneficial ownership information, and periodically review any changes in ownership or control to ensure timely compliance with the applicable notification obligations.
For investment transactions, mergers and acquisitions, corporate restructurings and other transactions involving changes in ownership or control, beneficial ownership analysis should be incorporated into the legal due diligence process and transaction planning to minimise legal risks and ensure compliance with the evolving regulatory framework.
Disclaimer
This article is provided solely for general information purposes and reflects the authors’ understanding of the relevant legal framework as of the date of publication. It does not constitute legal advice and should not be relied upon as a substitute for legal advice in relation to any specific transaction or factual circumstances.
For advice regarding beneficial ownership requirements, enterprise registration, corporate governance, anti-money laundering compliance or other corporate legal matters, please contact BFSC Law LLC. Our lawyers would be pleased to assist you in assessing the implications of the new regulations and developing practical compliance solutions tailored to your business.
Author: Phan Quang Chung