Under Decree No. 296/2026/ND-CP of the Government of Vietnam, how have the regulations on beneficial owners of enterprises been amended and supplemented?
On July 23, 2026, the Government of Vietnam promulgated Decree No. 296/2026/ND-CP amending and supplementing Decree No. 168/2025/ND-CP on enterprise registration, including amendments and supplements to the regulations on beneficial owners of enterprises.
According to the Decree, from July 23, 2026, the regulations on beneficial owners of enterprises are amended and supplemented as follows:
The beneficial owner of an enterprise with juridical personality is one or more individuals who ultimately and effectively own or control the enterprise, either directly or indirectly, excluding individuals representing state capital in the enterprise (hereinafter referred to as the “beneficial owner of the enterprise”). A beneficial owner means one or more individuals identified as follows:
(1) An individual who directly or indirectly, or both directly and indirectly, owns at least 25% of the enterprise’s charter capital or at least 25% of its total voting shares.
An indirect owner is an individual who owns at least 25% of the enterprise’s charter capital or at least 25% of its total voting shares through organizations or other legal arrangements.
Where a group of individuals who have family relationships as specified in Clause 22 Article 4 of the Law on Enterprises, or who enter into a contract, jointly own, directly or indirectly or both directly and indirectly, at least 25% of the enterprise’s charter capital or at least 25% of its total voting shares, the enterprise shall identify all individuals in that group as its beneficial owners.
For a partnership, all general partners shall be identified as beneficial owners of the enterprise, regardless of their respective proportions of contributed charter capital or voting rights in the enterprise.
(2) Where no individual satisfies the criteria specified in (1), or where there are grounds to establish that an individual identified according to those criteria is not the enterprise’s beneficial owner, the enterprise shall identify its beneficial owner through other means available under the law or in practice. Control shall be exercised through one or more of the following rights: the right to appoint, dismiss, or remove a majority or all members, or the chairperson, of the Board of Directors; the right to appoint, dismiss, or remove a majority or all members, or the chairperson, of the Members’ Council; the right to appoint, dismiss, or remove the Director or General Director; the right to amend or supplement the enterprise’s charter; the right to change the enterprise’s organizational structure; the right to decide the enterprise’s financial, investment, and operational policies; the right to decide on the reorganization or dissolution of the enterprise.
(3) Where no individual satisfies the criteria specified in (1) and (2), the enterprise shall identify as its beneficial owner the individual who is an enterprise manager holding the greatest authority to act on behalf of the enterprise, excluding an individual representing state capital in the enterprise.
See more details in Decree No. 296/2026/ND-CP effective as of July 23, 2026.
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