On July 23, 2026, the Government issued Decree No. 296/2026/ND-CP amending and supplementing Decree No. 168/2025/ND-CP on enterprise registration, specifically revising and adding regulations regarding enterprise beneficial owners.

Accordingly, Decree No. 296/2026/ND-CP amends and supplements several regulations concerning the determination and declaration of enterprise beneficial owners. The details are as follows:

• Firstly, Decree No. 296/2026/ND-CP mandates that enterprises determine and declare their beneficial owners through a rigorous three-step review process:

1. 1. Determination based on an individual’s ownership percentage of charter capital or total voting shares (including direct or indirect ownership) of 25% or more;
   2. Determination based on an individual’s authority to appoint, dismiss, or remove key personnel, amend the Charter, decide on financial policies, or reorganize the enterprise;
   3. If determination cannot be made under criteria 1 and 2, the enterprise is required to designate the manager with the highest level of authority as the beneficial owner (excluding representatives of state capital).

• Secondly, Decree No. 296/2026/ND-CP sets forth regulations regarding the aggregation of capital percentages held by a group of individuals.

1. 1. For the first time, Decree No. 296/2026/NĐ-CP applies the principle of aggregating ownership ratios for groups of individuals with family ties (as defined in Clause 22, Article 4 of the Law on Enterprises). Accordingly, all individuals within a family group whose combined charter capital or voting shares amount to 25% or more (whether held directly, indirectly, or through a combination of both) are subject to disclosure requirements.
   2. Alternatively, regarding groups of individuals who have entered into an agreement to jointly hold – directly, indirectly, or through a combination of both—25% or more of the charter capital or voting shares, the enterprise must identify the individuals within such a group as beneficial owners.

• Thirdly, specific regulations apply to partnerships: All partners in a partnership are automatically considered beneficial owners of the enterprise, regardless of the value of their capital contributions or their decision-making authority.