VI A beneficial owner of an enterprise is, in general, understood as an individual who ultimately exercises control over the enterprise or an individual who is entitled to receive a substantial portion of the benefits arising from the enterprise’s activities. Decree No. 296/2026/ND-CP, amending and supplementing a number of provisions of Decree No. 168/2025/ND-CP, introduces more specific regulations on the criteria for identifying beneficial owners of enterprises, as well as the declaration, notification, and retention of beneficial ownership information. To help enterprises understand and comply with the current legal regulations accurately and efficiently, Pham Consult provides below a detailed overview of the latest regulations on beneficial owners of enterprises effective from 23 July 2026.
1. Criteria for Identifying Beneficial Owners of Enterprises from 23 July 2026
In practice, for enterprises with complex ownership structures or the involvement of foreign investors, identifying the individual who is ultimately entitled to receive a substantial portion of the benefits arising from the enterprise’s activities has been a matter that causes considerable difficulties for parties involved in corporate legal relationships.
To address these difficulties, Article 3 of Decree No. 296/2026/ND-CP, amending and supplementing Article 17 of Decree No. 168/2025/ND-CP, provides specific criteria for identifying the beneficial owner of an enterprise. Accordingly, one or more individuals shall be identified as beneficial owners of an enterprise if they satisfy one of the following criteria regarding the ability to directly or indirectly own or ultimately exercise actual control over the enterprise:
- An individual who directly or indirectly, or both directly and indirectly, owns 25% or more of the charter capital or 25% or more of the total voting shares of the enterprise.
- An indirect beneficial owner is an individual who owns 25% or more of the charter capital or 25% or more of the total voting shares of the enterprise through organizations or other legal arrangements.
- A group of individuals having a family relationship as prescribed in Clause 22, Article 4 of the 2020 Law on Enterprises, or individuals who jointly own, directly or indirectly, or both directly and indirectly, 25% or more of the charter capital or 25% or more of the total voting shares of the enterprise pursuant to a contract.
Note: For a partnership, all general partners shall be considered beneficial owners of the enterprise, regardless of their capital contribution ratio or voting rights in the enterprise.
Where an individual does not satisfy the above criteria, or where there are grounds to establish that an individual identified based on the above criteria is not the beneficial owner of the enterprise, the enterprise shall identify the beneficial owner through other methods prescribed by law or based on actual circumstances. The determination of ultimate actual control may be based on one or more of the following rights:
- The right to appoint, remove, or dismiss the majority or all members or the Chairperson of the Board of Directors; the majority or all members or the Chairperson of the Members’ Council; the Director or General Director;
- The right to amend or supplement the enterprise’s charter; change its organizational structure; decide on its financial, investment, and operational policies; or reorganize or dissolve the enterprise.
However, where, after conducting a review, the enterprise is still unable to identify any individual who satisfies the criteria for determining the beneficial owner of the enterprise, the enterprise shall identify as the beneficial owner an enterprise manager with the greatest authority to act on behalf of the enterprise, except for an individual representing the State’s capital contribution in the enterprise.
2. Declaration, Notification, and Retention of Beneficial Ownership Information from 23 July 2026
Accurately identifying the beneficial owner is only the first step. The enterprise’s key legal responsibility is to establish a transparent mechanism for managing such information and continuously updating it with the competent state authority.
Pursuant to Clause 1, Article 18 of Decree No. 168/2025/ND-CP, as amended and supplemented by Decree No. 296/2026/ND-CP, the person establishing the enterprise and the enterprise are responsible for identifying the beneficial owner in accordance with the law and declaring and notifying the business registration authority of information concerning the enterprise’s beneficial owner. Specifically, the person establishing the enterprise and the enterprise must identify the beneficial owner by reviewing each level of the enterprise’s ownership structure until an individual who ultimately holds ownership rights or exercises actual ultimate control is identified.
Note: Where the ownership structure involves a legal arrangement as prescribed by the law on prevention and combatting of money laundering, the beneficial owner of such legal arrangement shall be identified in accordance with the law on prevention and combatting of money laundering.
Pursuant to Clauses 2 of Articles 18 and 19 of Decree No. 168/2025/ND-CP, as amended and supplemented by Decree No. 296/2026/ND-CP, the declaration and notification of information contained in the List of Beneficial Owners of the Enterprise must be retained by the enterprise in either hard-copy or electronic form and must be carried out according to the following procedures:
- The person establishing the enterprise or the enterprise shall declare and notify the business registration authority of information concerning individuals who satisfy the criteria regarding the ability to directly or indirectly own or ultimately exercise actual control over the enterprise.
- In the following cases, the person establishing the enterprise or the enterprise shall declare and notify the business registration authority of information concerning one or more individuals who satisfy the criteria regarding actual controlling rights:
- An individual does not satisfy the criteria regarding the ability to directly or indirectly own or ultimately exercise actual control over the enterprise.
- There are grounds to establish that an individual identified based on the criteria regarding the ability to directly or indirectly own or ultimately exercise actual control over the enterprise is not the beneficial owner of the enterprise.
- Where no individual satisfies the criteria for identifying the beneficial owner of the enterprise, the person establishing the enterprise or the enterprise shall declare and notify the business registration authority of information concerning the individual who is the enterprise manager with the greatest authority to act on behalf of the enterprise, except for an individual representing the State’s capital contribution in the enterprise.
