🚨 HAS YOUR COMPANY DECLARED ITS BENEFICIAL OWNERS? AVOID LEGAL RISKS AND ADMINISTRATIVE FINES OF UP TO VND 100 MILLION

📌 In early October 2026, the Agency for Private Enterprise and Collective Economy Development under the Ministry of Finance issued Official Letter No. 3164/DNTN-GS, accompanied by a list of 42,911 enterprises that were established or registered changes to their enterprise information between July 1, 2025, and October 7, 2026, but had not yet declared their beneficial ownership information. This intensive review and inspection campaign is being conducted during the final four months of 2026 (from September through December 2026) to implement Decision No. 948/QD-TTg of the Prime Minister.

⚠️ If an enterprise is subject to the declaration requirement but fails to declare or delays declaring its beneficial ownership information, it may face administrative fines ranging from VND 50 million to VND 100 million under Decree No. 288/2026/ND-CP.

🔎 I. Which Enterprises Must Declare Beneficial Ownership Information in 2026?

Under the applicable regulations, the declaration requirements are clearly differentiated based on the enterprise’s date of establishment:

🔹 Enterprises established on or after July 1, 2025: Must declare their beneficial ownership information as part of their enterprise registration application upon establishment.

🔹 Enterprises established before July 1, 2025: Must supplement their beneficial ownership information when completing their next procedure to register or notify changes to enterprise registration information, or may voluntarily submit the supplementary information earlier.

🔹 Joint-stock companies: In addition to beneficial ownership information, joint-stock companies must declare information about organizational shareholders holding at least 25% of the total voting shares.

📅 Declaration deadlines are not uniformly applied nationwide. Instead, they are determined by the Department of Finance in each locality. For example, under Official Letter No. 11059/STC-QLDN and Official Letter No. 9464/STC-DKKD, the Quang Ninh Department of Finance requires declarations to be submitted before October 31, 2026, while the Phu Tho Department of Finance sets the deadline as November 15, 2026.

📚 II. Criteria for Identifying Beneficial Owners under Decree No. 296/2026/ND-CP

Pursuant to Article 17 of Decree No. 168/2025/ND-CP, as amended by Article 3 of Decree No. 296/2026/ND-CP, a beneficial owner is an individual who ultimately directly or indirectly owns or exercises actual control over an enterprise possessing legal personality. Individuals representing state-owned capital are excluded from this definition.

Enterprises should identify their beneficial owners by applying the following criteria:

🔹 Ownership criterion (25% or more)

An individual directly or indirectly holds at least 25% of the charter capital or at least 25% of the total voting shares of the enterprise. Where a group of individuals who are family members (such as spouses, parents, children, or siblings) or who have an agreement under a contract collectively hold at least 25% of the ownership interests, each individual in that group is identified as a beneficial owner.

🔹 Actual control criterion

This criterion applies where no individual meets the ownership criterion. An individual may exercise actual control through one or more of the following rights:

• Appointing, dismissing, or removing a majority or all members or the Chairperson of the Board of Directors or Members’ Council, or the Director or General Director;

• Amending or supplementing the company’s charter;

• Deciding on the enterprise’s organizational structure, financial policies, investments, and business operations; or

• Deciding on the reorganization or dissolution of the enterprise.

📌 Where no beneficial owner can be identified under either of the above criteria: The enterprise must designate the individual holding the highest level of managerial authority within the enterprise as its representative for this purpose. Individuals representing state-owned capital are excluded.

📌 For partnerships: All general partners are considered beneficial owners, regardless of their capital contribution ratios or voting rights.

✅ III. What Should Enterprises Do?

Step 1: Immediately check whether the enterprise is included in the list of 42,911 enterprises subject to the beneficial ownership declaration review under Official Letter No. 3164/DNTN-GS.

Step 2: Identify the enterprise’s beneficial owners in accordance with the applicable laws and regulations.

Step 3: Submit the required beneficial ownership information and list to the Business Registration Authority.

Step 4: Maintain the beneficial ownership list at the enterprise’s head office and/or register or notify any changes to beneficial ownership information within 10 days of such changes.

⚖️ CONCLUSION

Declaring beneficial ownership information is not merely a mandatory administrative procedure for complying with enterprise registration regulations; it also helps enterprises mitigate legal risks and potential liabilities relating to tax administration.

Enterprises should promptly check whether they are included in the list of 42,911 enterprises, confirm the applicable deadline set by their local Department of Finance, and identify their beneficial owners in accordance with the criteria under Decree No. 296/2026/ND-CP to ensure compliance with the law.

THE LAM LAW LLC
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