Vietnam-Based Enterprises Must Disclose and Retain Information on Beneficial Owners Starting from 1 July 2025

On 17 June 2025, the National Assembly officially passed the Law amending and supplementing certain articles of the Law on Enterprises, which will take effect from 1 July 2025 (“Amended Enterprise Law 2025”). One of the most notable changes in the Amended Enterprise Law 2025 is the formal recognition of the concept of a “beneficial owner of an enterprise”, along with the establishment of a legal framework for identifying, recording, and reporting information about such individuals. This marks a significant step toward enhancing corporate ownership transparency and aligns with global governance trends and Vietnam’s international commitments in the fight against money laundering and terrorist financing.

This legislative update also comes at a time when Vietnam has been placed under enhanced monitoring (commonly known as the “Grey List”) by the Financial Action Task Force (FATF) since June 2023, due to remaining deficiencies in its anti-money laundering and counter-terrorism financing regulations. The adoption and enforcement of rules on beneficial ownership is a critical requirement to strengthen compliance capacity and improve Vietnam’s global standing.

New Legal Definition Added to the Law on Enterprises

According to Article 4.35 of the Amended Enterprise Law 2025, a “beneficial owner” of an enterprise is defined as an individual who has the “actual ownership of charter capital” or the “power to control the enterprise”. This definition provides a legal ground for identifying individuals who truly own or control the enterprise, even if they do not appear in the company’s official registration documents.

The Government is expected to issue a decree detailing the criteria, reporting procedures, and recordkeeping obligations for beneficial ownership in due course[1].

Obligation to Disclose Beneficial Ownership Information

Under the Amended Enterprise Law 2025, starting from 1 July 2025, enterprises will be legally obligated to:

• Collect, update, and retain information on beneficial owners[2];
• Declare beneficial ownership information when registering the company[3];
• Notify the business registration authority of any subsequent changes to the beneficial ownership information[4].

Accordingly, from 1 July 2025, information about real owners “behind” the enterprise becomes a mandatory part of the enterprise’s legal dossier. Any failure to declare, or the provision of inaccurate or dishonest declarations, may result in penalties under Decree 122/2021/ND-CP (“Decree 122”).

Accordingly, an enterprise may be subject to an administrative fine ranging from VND 20,000,000 to VND 30,000,000 for providing dishonest or inaccurate information in its business registration application or application for changes to business registration[5], or a fine of VND 20,000,000 to VND 30,000,000 for failing to notify changes to business registration information as required by law[6].

As this is the first time Vietnamese law has formally recognized legal obligations relating to beneficial ownership, the Government may issue a decree to amend Decree 122 and include additional administrative sanctions applicable to violations related to beneficial ownership. This is especially relevant as Vietnam strives to meet international recommendations on anti-money laundering and terrorist financing.

Implementation roadmap for enterprises

Enterprises established prior to 1 July 2025 are not required to declare beneficial ownership information immediately, but must do so when carrying out their next business registration change procedure.

Our commentary

The adoption of the Amended Enterprise Law 2025 demonstrates the National Assembly’s strategic vision and commitment to elevating Vietnam’s global position, while also completing the legal framework for corporate governance in line with international best practices. However, the new law would also give rise to the following legal concerns:

• How will legal liability be defined and allocated between the beneficial owner and the person listed as the legal owner in the business registration file? In other words, in cases where the enterprise or its legal owner is held liable, could the beneficial owner also bear liability? If so, how would this responsibility be allocated and on what legal basis, given the current legislation may not yet provide adequate clarification?
• Additionally, could the increased identification and accountability of beneficial owners blur the distinction between legal personality and individual liability – a foundational principle of modern corporate law?

If not properly clarified through further legal instruments, this new mechanism could significantly increase legal exposure for individuals who are beneficial owners of parent companies, particularly within multi-entity groups or holding structures with independently operated subsidiaries. As a result, enterprises will need to invest more seriously in corporate governance, compliance monitoring, and risk management across the entire group to avoid being held jointly liable for violations committed by subsidiaries.

Although the Government is still in the process of issuing detailed regulations on the criteria and procedures for declaring beneficial ownership, enterprises should proactively review their ownership and control structures, and prepare systems to accurately store and update relevant information. Failure to declare, or incorrect declaration of such information, may result in not only administrative penalties but also broader legal and reputational risks.

[1] Article 217.6 of the Amended Enterprise Law 2025
[2] Article 8.5a and Article 11.1(h)
[3] Article 20 and Article 23
[4] Article 31
[5] Article 43 of Decree No. 122/2021/ND-CP
[6] Article 49.5 of Decree No. 122/2021/ND-CP