1. Beneficial Owner of an Enterprise

Pursuant to Clause 35, Article 4 of the Law on Enterprises 2020, as amended in 2025 (“LOE”), a beneficial owner of an enterprise with legal entity status (hereinafter referred to as the “beneficial owner of the enterprise”) is an individual who actually holds ownership of the charter capital or exercises control over such enterprise. Under this definition, the beneficial owner does not apply to business types without legal entity status, such as sole proprietorships, but applies to single-member limited liability companies, multi-member limited liability companies, partnerships, and joint stock companies. However, in cases where the individual is the direct representative of the State owner at an enterprise in which 100% of charter capital is held by the State, or the representative of State capital in a joint stock company or multi-member limited liability company, as prescribed by laws on the management and investment of State capital in enterprises, such individual shall not be deemed the beneficial owner of the enterprise.

2. Identification of the Beneficial Owner

Article 17 of Decree No. 168/2025/ND-CP on enterprise registration (“Decree 168/2025/ND-CP”) provides the criteria for determining the beneficial owner of an enterprise as follows:

Case 1: An individual directly or indirectly owns 25% or more of the charter capital or 25% or more of the total voting shares of the enterprise.

1.1. An individual directly owns 25% or more of the charter capital or 25% or more of the total voting shares of the enterprise
Example: Company N is a two-member limited liability company with a charter capital of VND 1,000,000,000 and two members: Member A contributes VND 800,000,000, accounting for 80% of the charter capital; Member B contributes VND 200,000,000, accounting for 20% of the charter capital.
⇒ Therefore, A is the beneficial owner of Company N, holding 80% ownership; B is not considered a beneficial owner of Company N.

1.2. An individual indirectly owns 25% or more of the charter capital or 25% or more of the total voting shares of the enterprise
An individual is considered to be a beneficial owner through indirect ownership if they hold 25% or more of the charter capital or 25% or more of the total voting shares of the enterprise via another entity.

Example: Company X has a charter capital of VND 300,000,000, divided into 30,000 ordinary shares. Among them:

LLC A owns 20,000 shares. LLC A is wholly owned by individual B (contributing 100% of its charter capital). ⇒ Company A holds 66.67% of the total voting shares in Company X, and individual B, through Company A, indirectly owns (100% × 66.67%) = 66.67% of the voting shares.

Individual C owns 8,000 shares ⇒ C holds 26.67% of the total voting shares.

Individual D owns 2,000 shares ⇒ D holds 6.67% of the total voting shares.

⇒ Therefore, B is the beneficial owner of Company X due to indirectly holding more than 25% of the total voting shares through Company A.

Case 2: An individual has the power to control the decision-making on at least one of the following matters:

• Appointment, dismissal, or removal of the majority or all members of the Board of Directors, the Chairman of the Board of Directors, the Chairman of the Members’ Council; the legal representative, the director or general director of the enterprise;
• Amendment or supplementation of the enterprise’s charter;
• Change of the organizational and management structure of the company;
• Reorganization or dissolution of the company.

With respect to the determination of what constitutes “control,” Vietnamese law has not yet provided specific guidance. According to the Implementation Guidebook on Beneficial Ownership issued by the Agency for the Development of the Private Sector and Collective Economy, “control” refers to a situation in which an individual has the ability to decide on matters of the enterprise such that, without this individual’s consent, those matters cannot be approved – even if the required voting threshold is otherwise met. Control may be exercised through private agreements among members or shareholders (commonly known as “shareholders’ agreements” or “members’ agreements”).

3. Obligations of Enterprises in declaring Beneficial Ownership information

According to Article 18 of Decree 168/2025/ND-CP, the founder of the enterprise, the enterprise itself are responsible for declaring and notifying the provincial Business Registration Authority of the information regarding the enterprise’s beneficial owner, including:

• Individuals who are shareholders owning 25% or more of the total voting shares;
• Individuals who are members owning 25% or more of the charter capital in a partnership or a multi-member limited liability company;
• Individuals who are the owners of a single-member limited liability company;
• The founder of the enterprise or the enterprise itself must identify, if any, and declare and notify the beneficial owner of the enterprise.

Note: For joint stock companies, in addition to declaring and notifying information about the beneficial owner, the founder of the enterprise or the enterprise must also declare and notify information regarding any organizational shareholder that owns 25% or more of the total voting shares. Information regarding such organizational shareholder must include: name of the organization, enterprise code/establishment decision number, date and place of issuance, registered office address, and percentage of ownership in total voting shares.

4. Notification of changes to Beneficial Ownership information and submission of information to identify the Beneficial Owner

Article 52 of Decree 168/2025/ND-CP provides that, in case there is any change in the information of the beneficial owner of an enterprise or in the declared ownership percentage, the enterprise is responsible for notifying the provincial Business Registration Authority within 10 days from the date of such change.

The application dossier must include the following documents:

• A Notification of change to enterprise registration information;
• A List of Beneficial Owners of the enterprise.