Published in August 2026
Tran Cong Quoc
Partner
The 2025 amendments to the Law on Enterprises introduced, for the first time, the concept of a beneficial owner (ultimate beneficial owner – UBO) and the requirement for enterprises to declare beneficial ownership information.
Prior to the issuance of Decree No. 296/2026/ND-CP, the beneficial ownership declaration regime focused primarily on individuals directly holding 25% or more of an enterprise’s charter capital, as well as individuals having the ability to exercise control over the enterprise. The regulations, however, did not require enterprises to conduct a comprehensive review of each level of their ownership structure to identify the ultimate natural person who ultimately owns or exercises actual control over the enterprise.
Decree No. 296/2026/ND-CP has substantially expanded this obligation.
Effective 23 July 2026, enterprises are required to review each level of their ownership structure to identify the natural person(s) who ultimately own or exercise actual control over the enterprise. Rather than focusing only on direct shareholders or controllers, businesses are now expected to trace ownership and control through intermediate entities until the ultimate beneficial owner is identified.
Where no individual can be identified as the beneficial owner after applying the ownership and control criteria prescribed by Decree No. 296/2026/ND-CP, the enterprise must designate the individual holding the highest level of managerial authority as the beneficial owner for declaration purposes.
This represents a significant shift in Vietnam’s corporate transparency regime. Beneficial ownership identification is no longer a declaration exercise based solely on direct ownership or control. Instead, enterprises are now required to undertake a substantive review of their ownership and control structure before determining and declaring their beneficial owner.
What should businesses do?
Existing enterprises should proactively:
- review their ownership chain across all ownership levels;
- identify the natural person(s) who ultimately own or exercise actual control over the enterprise;
- maintain supporting documentation supporting the determination of beneficial ownership; and
- update their beneficial ownership records and declarations to ensure compliance with the new requirements.
For multinational groups, investment holding structures, private equity funds, family-owned businesses and enterprises with multiple ownership layers, this exercise may require considerably more analysis than under the previous regime.
The key takeaway is clear: Decree No. 296/2026/ND-CP shifts the focus from identifying direct owners or controllers to identifying the ultimate natural person who ultimately owns or exercises actual control over the enterprise. Existing enterprises should therefore review their ownership structures and beneficial ownership records to ensure compliance with the new regulatory requirements.