VI The beneficial owner of an enterprise is generally understood as an individual who ultimately exercises control over, or has the right to enjoy a substantial portion of the benefits derived from, the enterprise’s activities. Decree No. 296/2026/ND-CP amending and supplementing certain 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 fully understand and accurately and promptly comply with the current legal regulations, Pham Consult provides below a detailed overview of the latest regulations on beneficial owners of enterprises applicable from July 23, 2026.
1. Criteria for Identifying Beneficial Owners of Enterprises from July 23, 2026
In practice, in enterprises with complex ownership structures or the involvement of foreign investors, identifying the individual who ultimately enjoys a substantial portion of the benefits derived from the enterprise’s activities may present challenges for the relevant parties.
To address these issues, Article 3 of Decree No. 296/2026/ND-CP amending and supplementing Article 17 of Decree No. 168/2025/ND-CP sets out 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 control in practice over such enterprise:
- An individual who directly or indirectly, or through a combination of direct and indirect ownership, owns at least 25% of the charter capital or at least 25% of the total voting shares of the enterprise.
- An indirect beneficial owner is an individual who owns at least 25% of the charter capital or at least 25% 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 Law on Enterprises 2020, or individuals who have entered into an agreement to jointly own, directly or indirectly, or through a combination of direct and indirect ownership, at least 25% of the charter capital or at least 25% of the total voting shares of the enterprise.
Note: For a partnership, all general partners shall be considered beneficial owners of the enterprise, regardless of their respective capital contribution ratios or voting rights in the enterprise.
Where an individual does not satisfy the above criteria, or there are grounds to establish that an individual identified under 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 the actual circumstances. The determination of ultimate control in practice may be based on one or more of the following rights:
- The right to appoint, dismiss, or remove a majority or all members or the chairperson of the Board of Directors; a 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 organize the restructuring or dissolution of the enterprise.
However, where, after conducting a review, the enterprise is still unable to identify an individual who satisfies the criteria for determining the beneficial owner of the enterprise, the enterprise shall identify as the beneficial owner the enterprise manager with the highest authority to act on behalf of the enterprise, except for an individual representing state capital in the enterprise.
2. Declaration, Notification, and Retention of Beneficial Ownership Information from July 23, 2026
Accurately identifying the beneficial owner is only the first step. The enterprise’s core legal responsibility is to establish a transparent mechanism for managing such information and continuously updating it with the competent business registration authority.
Under Clause 1, Article 18 of Decree No. 168/2025/ND-CP, as amended and supplemented by Decree No. 296/2026/ND-CP, founders and enterprises are responsible for identifying the beneficial owner of the enterprise in accordance with the law and declaring and notifying the business registration authority of the beneficial ownership information. Specifically, founders and enterprises are responsible for identifying the beneficial owner by reviewing each level of the enterprise’s ownership structure until the individual who ultimately holds ownership rights or exercises ultimate control in practice is identified.
Note: Where the ownership structure involves a legal arrangement as prescribed by the laws on anti-money laundering, the beneficial owner of such legal arrangement shall be determined in accordance with the laws on anti-money laundering.
Under 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 the List of Beneficial Owners of the Enterprise must be retained by the enterprise in either paper or electronic form and must be carried out according to the following procedures:
- The founder or enterprise shall declare and notify the business registration authority of the information of the individual who satisfies the criteria regarding the ability to directly or indirectly own or ultimately exercise control in practice over the enterprise.
- In the following cases, the founder or enterprise shall declare and notify the business registration authority of the information of 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 control in practice over the enterprise.
- There are grounds to establish that the individual identified based on the criteria regarding the ability to directly or indirectly own or ultimately exercise control in practice over the enterprise is not the beneficial owner of the enterprise.
- Where no individual satisfies the criteria for determining the beneficial owner of the enterprise, the founder or enterprise shall declare and notify the business registration authority of the information of the individual who is the enterprise manager with the highest authority to act on behalf of the enterprise, except for an individual representing state capital in the enterprise.
