Beneficial ownership and transparency: the 25% test, tracing through the chain, the register, ten-day notifications, the nominee ban and what banks will ask

Where the rules come from

Law No. 76/2025/QH15, in force from 1 July 2025, introduced the concept of the beneficial owner of an enterprise (chủ sở hữu hưởng lợi của doanh nghiệp) into the Law on Enterprises, defining it as an individual who actually owns the charter capital or exercises control over the enterprise, and excluding representatives of State ownership. Decree No. 168/2025/ND-CP of 30 June 2025 sets the tests and the procedure, and Decree No. 296/2026/ND-CP, in force from 23 July 2026, refined the forms, added electronic authentication for filings and expressly prohibited holding capital in another person's name. The regime is Vietnam's response to its placing on the Financial Action Task Force's list of jurisdictions under increased monitoring in June 2023, and it sits alongside the customer due diligence rules that banks apply under Law No. 14/2022/QH15 on Anti-Money Laundering. It applies to every enterprise registered in Vietnam, foreign-owned or domestic, with limited adjustments for listed companies.

The three tests

A beneficial owner is always an individual, never a company, and the decree applies three tests in sequence. Ownership. Any individual who directly or indirectly owns 25% or more of the charter capital or of the total voting shares of the enterprise. Direct and indirect holdings are added together; indirect holdings are traced up through intermediate companies, partnerships, funds and trusts by multiplying the percentages at each level; and the holdings of the individual's family members and of persons acting together with the individual under a contract or arrangement are aggregated. Control. If no individual meets the ownership test, any individual who has the right to control the enterprise, in particular the right to appoint or remove a majority of the board of directors or members' council, the legal representative or the director, or to approve or veto the enterprise's decisions, whether through ownership, contract or otherwise. Senior management. If no individual meets either test, the individual who holds the most senior management position, typically the chairman or the general director. All general partners of a partnership are beneficial owners. For a company owned at the top of its chain by a listed parent, a widely held fund or a discretionary trust, the tracing often ends in the control or senior-management test rather than the ownership test, and the company must document why.

What a company must do

1. Trace and declare at registrationThe ERC application includes a declaration of beneficial owners, with full name, date of birth, nationality, ethnicity (for Vietnamese nationals), identity document, contact and residential address, and the percentage or nature of the interest, and a separate list of the organisations and individuals that directly hold 25% or more of the charter capital or voting shares.
2. Keep the information at the head officeThe company maintains the beneficial ownership list, updates it on learning of a change, keeps it at the head office or another place specified in the charter, and produces it to the business registration office, the tax authority, the State Bank, the anti-money-laundering authority, banks and other reporting entities and law enforcement on request. The registry retains the information for at least five years after the company is dissolved or goes bankrupt.
3. Notify changes within ten daysAny change in beneficial owners or in their declared details is notified to the business registration office within ten days, through the National Business Registration Portal with electronic authentication, together with any related change of members or shareholders. Listed companies and companies registered for securities trading are exempt from this notification because their ownership is disclosed under securities law.
4. Existing companiesCompanies registered before 1 July 2025 declare their beneficial owners when they next register or notify any change to their registration, or earlier if they choose; the obligation to keep the information applies regardless.
5. Answer the bank, and keep answeringLicensed banks identify and verify beneficial owners before opening the investment capital account and the current account and refresh the information periodically and on trigger events; a change not reported to the bank can freeze transactions.

Nominees and side arrangements

Decree No. 296/2026/ND-CP expressly prohibits holding capital or shares in another person's name. Together with the beneficial ownership tests, this closes the traditional route around foreign market access caps and around the 50% threshold, in which a Vietnamese individual held shares for a foreign investor under a side agreement, a power of attorney and a pre-signed transfer. The nominee contract is unlawful in object and unlikely to be enforced by a Vietnamese court or arbitral tribunal; the foreign principal may be unable to recover the stake if the nominee defaults, dies or is pursued by creditors; the company's ERC is exposed to revocation in serious cases; and both parties face administrative penalties, with false declaration of beneficial ownership now a prohibited act under the Law on Enterprises. Arrangements that confer control without ownership, such as loan agreements with sweeping consent rights, call options at nominal prices, irrevocable powers of attorney and management contracts, fall within the control test and will be examined by banks and, in an acquisition, by the buyer's lawyers; where they are commercial in substance they are declared under the control limb rather than concealed.

Who can see the information

Beneficial ownership information is held by the business registration office and shared with the tax authority, the State Bank, the anti-money-laundering authority and law enforcement; it is not published on the public company search in the way that members, charter capital and the legal representative are, although the list of direct 25% holders appears in the registration record. Banks, auditors, notaries, securities companies, real estate brokers and other reporting entities obtain it from the company as part of their own due diligence under the anti-money-laundering law. Foreign parents should expect requests for group charts, register extracts, fund and trust documents and identity documents for the individuals at the top of the chain, and should prepare a standard beneficial ownership pack, refreshed annually, before the first bank meeting.