I am the legal representative of XYZ Limited Liability Company, which has a charter capital of VND 10 billion, consisting of three capital-contributing members: Mr. A contributing VND 5 billion (50%), Ms. B contributing VND 3 billion (30%), and Mr. C contributing VND 2 billion (20%). When the company was registered, it declared Mr. A and Ms. B as beneficial owners. After a period of operation, Ms. B transferred all of her capital contribution to Mr. D. In this case, is the company required to update the information on beneficial ownership with the Business Registration Authority? If yes, what is the procedure for doing so?
Answer
According to Clause 1, Article 17 of Decree 168/2025/ND-CP, the criteria for identifying the beneficial owner of an enterprise are individuals who meet one of the following two criteria:
- An individual who directly or indirectly owns 25% or more of the charter capital or 25% or more of the total voting shares of the enterprise;
- An individual who has the power to control the approval of at least one of the following matters: the 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, director, or general director of the enterprise; amendment or supplementation of the enterprise’s charter; changes to the company’s management structure; reorganization or dissolution of the company.
Based on the information you provided and the above regulation, Ms. B is identified as the beneficial owner of the Company because she holds more than 25% of the charter capital.
Therefore, when Ms. B transfers her entire capital contribution to Mr. D, he becomes the individual directly owning 25% of the Company’s charter capital.
According to Clause 1, Article 52 of Decree 168/2025/ND-CP: “Within 10 days from the occurrence of any change in information on beneficial owners or their holdings declared with the provincial-level business registration authority as prescribed in clauses 1, 2 Article 18 hereof, the enterprise shall send a notification dossier to the provincial-level business registration authority…”
Therefore, the enterprise has the responsibility to carry out the notification procedure with the provincial business registration authority whenever there is a change in the information of the beneficial owner.
1.Dossier includes:
- Notice of change in enterprise registration information, using Form No. 12 issued under Circular No. 68/2025/TT-BTC;
- List of the beneficial owners of enterprise, using Form No. 10 issued under Circular No. 68/2025/TT-BTC.Procedure for implementation:
2. Procedure for implementation:
Step 1: Complete the dossier as required and submit it to the provincial Business Registration Authority.
Step 2: The provincial Business Registration Authority issues a receipt for the dossier and provides a date for returning the result.
Step 3: Within 1 working day from the date of receiving a valid dossier, the Business Registration Authority will update the information on the National Business Registration Information System.
Legal basis: clause 1 Article 52 Decree 168/2025/ND-CP
Note: The Company should pay attention to the 10-day deadline from the date of any change in the information on the beneficial owner to notify the provincial Business Registration Authority. Therefore, the Company is advised to proactively prepare and submit the dossier in a timely manner to ensure that the information update is carried out in full compliance with legal regulations.
Consultation: Company services
