The Law Amending and Supplementing a Number of Articles of the Law on Enterprises No. 76/2025/QH15 dated June 17, 2025, which takes effect on July 1, 2025, introduces additional regulations on beneficial owners of enterprises. Accordingly, a beneficial owner of an enterprise with legal status (hereinafter referred to as the “beneficial owner of the enterprise”) is an individual who effectively owns the charter capital or has controlling rights over the enterpriseexcept for: • The individual representing the ownership directly at an enterprise in which the State holds 100% of the charter capital, and • The individual representing the State’s capital portion at joint-stock companies or multi-member limited liability companies, as provided under laws on management and investment of State capital in enterprises
The criteria for identifying beneficial owners are specified in Article 17 of Decree No. 168/2025/NĐ-CP dated June 30, 2025, as follows:
A beneficial owner of an enterprise with legal status is an individual who meets one of the following criteria:
- 1. Ownership Threshold: • Directly or indirectly owns at least 25% of the charter capital or 25% of the total voting shares of the enterprise. • Indirect ownership means holding such capital or shares through another organization.
- 2. Control Rights: • Has the right to influence decisions on at least one of the following: • Appointment, dismissal, or removal of the majority or all members of the Board of Directors, Chairperson of the Board, Members’ Council, legal representative, director, or general director; • Amendments or supplements to the company charter; • Changes to the enterprise’s management structure; • Reorganization or dissolution of the company
Responsibilities of Enterprises
- 1. Declaration of Beneficial Ownership:
Enterprises are responsible for declaring information on their beneficial owners and any relevant data used to determine them. The founder or the enterprise must declare and notify the provincial business registration authority of the following:
- a. Individuals holding 25% or more of the total voting shares;
- b. Individuals holding 25% or more of the charter capital in partnerships or multi-member limited liability companies;
- c. Individuals who are the sole owners of single-member limited liability companies
- 2. Declaration of Organizational Shareholders: Enterprises must also declare and notify the provincial business registration authority of any organizations that own 25% or more of the total voting shares
3. Record-Keeping Obligations: Enterprises must maintain a list of declared beneficial owners and ensure that this information is kept on file as reported to the provincial business registration authority.