Who is the beneficial owner of a company? New declaration rules
What a beneficial owner is, the criteria under the amended Law on Enterprises 2025 and Decree 168/2025, the information to declare and when to provide it.
From 1 Jul 2025, the amended Law on Enterprises (Law No. 76/2025/QH15) and Decree 168/2025/ND-CP require companies to provide information on their beneficial owners. This is an important new point that every company formation dossier must take into account.
Who Is a Beneficial Owner?
The beneficial owner of an enterprise with legal entity status is the individual who actually owns the charter capital or has controlling power over the enterprise. This rule aims to make clear who really stands behind a company, in support of anti-money laundering.
Beneficial owner: meeting just 1 of the 2 criteria is enough
- Owns 25% or more of the charter capitalDirectly, or indirectly through another entity
- Has controlling powerAppoints or dismisses a majority of the Board of Directors, the Chairperson of the Members' Council or the Director; amends the charter; changes the management structure
Identification Criteria
- An individual who directly or indirectly owns 25% or more of the charter capital of the enterprise; or
- Individuals with the power to control key decisions such as appointing or removing a majority of the Board of Directors, the Chairperson of the Members' Council, or the Director/General Director; amending or supplementing the charter; or changing the management structure.
Example of identifying a beneficial owner
Mr. A60%Company X50%
Ms. B20%
Company YCompany making the declaration
- Mr. A is the beneficial ownerIndirect ownership: 60% × 50% = 30%30% ≥ 25% of charter capital
- Ms. B does not meet the ownership thresholdDirect ownership: 20% < 25%Unless she controls the company
Information to Declare
Full name, date of birth, nationality, ethnicity, gender, contact address, ownership percentage or control rights, and the legal document details of the beneficial owner.
When Must It Be Provided?
- Newly established companies: declare it together with the enterprise registration dossier.
- Companies established before 1 Jul 2025: add it when carrying out the next registration amendment or change notification.
- When the information changes: update it as required by regulations.
Record-Keeping Obligation
Companies must keep information on their beneficial owners and provide it to competent state authorities on request. The retention period is at least 5 years from the date the company is dissolved or goes bankrupt.
Does your company need to add beneficial owner information? We handle it together with the amendment of business registration at no extra charge.
Legal basis
- Decree 168/2025/ND-CP
Content reviewed by Lawyer Đoàn Minh Đức (Director – Managing Lawyer); updated 12 Oct 2026.
This article is for reference only, based on regulations as of the update date. For advice on your specific case, please contact a lawyer.
