1. Criteria for determining the beneficial owner of an enterprise
- The individual directly or indirectly owns at least 25% of the charter capital or 25% of the total voting shares of the enterprise. Indirect ownership is understood as the situation where an individual holds such proportion through another organization, meaning that the individual does not appear by name in the enterprise’s register but controls or dominates the intermediary entity that holds shares or capital contribution in the enterprise (clause 2, Article 17).
- The individual has the power to control the adoption of key decisions of the enterprise, including:
+ Appointment, dismissal, or removal of the majority or all members of the Board of Directors, the Chairperson of the Board of Directors, the Chairperson of the Members’ Council, the legal representative, the Director, or the General Director;
+ Decisions on amendments or supplements to the Charter;
+ Changes in the management structure;
+ Reorganization or dissolution of the enterprise.
Legal basis: Article 17 Decree 168/2025/ND-CP
2. Method and declaration of beneficial ownershipof an enterprise
Pursuant to Article 18 of Decree No. 168/2025/NĐ-CP, the founder or the enterprise itself must declare and notify the information on beneficial owners to the provincial Business Registration Authority, including:
- Individuals holding 25% or more of the total voting shares;
- Individuals holding 25% or more of the charter capital in a multi-member limited liability company or partnership;
- The individual being the owner of a single-member limited liability company.
In addition, enterprises must self-identify persons having control rights as defined in point b, clause 1, Article 17, and declare information on organizational shareholders holding 25% or more of the voting shares, including their name, enterprise code, date and place of issuance, registered address, and ownership percentage.
3. Obligation to supplement information for enterprises established before July 1, 2025
a,General enterprises
According to point c in the section “Notification of changes in Beneficial Owner information of the Enterprise / Notification of changes to determine the Beneficial Owner” in Form No. 12 of Circular 68/2025/TT-BTC, for enterprises established before July 1, 2025, it is required to supplement information according to the new provisions in Clause 1, Article 3 of Law 76/2025/QH15 and declare it using Form No. 10.
b,Joint-stock companies
According to point d in the section “Notification of changes in Beneficial Owner information of the Enterprise / Notification of changes to determine the Beneficial Owner” in Form No. 12, joint-stock companies established before July 1, 2025, if they have information to identify the Beneficial Owner, must supplement the information to identify the ultimate beneficiary according to Clause 1, Article 3 of Law 76/2025/QH15 and declare it using Form No. 11.
4. When is the Beneficial Owner declaration procedure required
According to Clause 1, Article 3 of the Law on Amendments and Supplements to a Number of Articles of the Enterprise Law No. 76/2025/QH15, “Addition of information on beneficial owners (if any) of an enterprise that has been established and duly registered before the effective date of this Law or information used for determining such beneficial owners of the enterprise (if any) shall be made when the enterprise submits the next application for registration of changes to enterprise registration information or notification of changes to enterprise registration information, unless a sooner addition of information is requested by the enterprise.”
Therefore, when an enterprise carries out procedures to Register Changes/Notify Changes to its enterprise registration content, it must simultaneously complete the Beneficial Owner declaration procedure.
Consulting reference: Business Law Services
