Article 17 of Decree 168/2025 (OLD)

Article 3 of Decree 296/2026 (NEW)

1. Criteria for identifying the beneficial owner of an enterprise

The beneficial owner of a legal entity enterprise (hereinafter referred to as the beneficial owner of the enterprise) is an individual who meets one of the following criteria:

a) An individual who directly or indirectly owns 25% or more of the charter capital or 25% or more of the total voting shares of the enterprise;

b) An individual who has the right to control the approval of at least one of the following matters: Appointment, dismissal or removal of the majority or all members of the board of directors, chairman of the board of directors, chairman of the members' council; legal representative, director or general director of the enterprise; amendment or supplementation of the enterprise's charter; change of the company's organizational management structure; reorganization, dissolution of the company.

2. An individual who indirectly owns as stipulated in point a, clause 1 of this Article is an individual who owns 25% or more of the charter capital or 25% or more of the total voting shares of the enterprise through another organization.

The beneficial owner of a legal entity enterprise is one or more individuals who directly or indirectly own or ultimately control that enterprise in practice, excluding individuals representing state capital in the enterprise (hereinafter referred to as the beneficial owner of the enterprise). The beneficial owner is one or more individuals identified as follows:

1. An individual who directly or indirectly or both directly and indirectly owns 25% or more of the charter capital or 25% or more of the total voting shares of the enterprise.

An indirect owner is an individual who owns 25% or more of the charter capital or 25% or more of the total voting shares of the enterprise through other organizations or legal arrangements.

In cases where a group of individuals has a family relationship as stipulated in clause 22, Article 4 of the Law on Enterprises or a contract to jointly own directly or indirectly or both directly and indirectly 25% or more of the charter capital or 25% or more of the total voting shares of the enterprise, the enterprise shall identify the individuals in this group as the beneficial owners of the enterprise.

For partnerships, all general partners are beneficial owners of the enterprise regardless of their capital contribution ratio or voting rights in the enterprise.

2. In cases where an individual does not meet the criteria stipulated in clause 1 of this Article, or there are grounds to believe that the individual identified according to the criteria stipulated in clause 1 of this Article is not the beneficial owner of the enterprise, the enterprise shall identify the beneficial owner through other methods according to law or in practice. Control is exercised through one or more of the following rights: The right to appoint, dismiss or remove the majority or all members or the chairman of the board of directors, the majority or all members or the chairman of the members' council, the Director, the General Director; to amend or supplement the enterprise's charter; to change the organizational structure; to decide the enterprise's financial, investment and operational policies; to reorganize, dissolve the enterprise.

3. In cases where no individual meets the criteria in clauses 1 and 2 of this Article, the enterprise shall identify an individual who is the enterprise's manager with the greatest authority to act on behalf of the enterprise, except for individuals representing state capital in the enterprise.

Decree 168 only simply states the criteria for identifying direct and indirect beneficial owners

Detailed regulations: individuals who directly or indirectly own or ultimately control in practice. Including:

-          Total capital (shares) of all individuals with family relationships from 25% or more.

-          All general partners are beneficial owners regardless of the ratio

-          Through actual rights (Clause 2)

-          If not according to clauses 1, 2, then the person with the greatest authority to act on behalf of the enterprise will be the BO

Article 18 of Decree 168/2025/ND-CP (old)

Article 4 of Decree 296/2026/ND-CP (new)

1. Enterprise founders, enterprises declare and notify the provincial business registration authority of the enterprise's beneficial owner information as follows:

a) An individual who is a shareholder owning 25% or more of the total voting shares;

b) An individual who is a member owning 25% or more of the charter capital of a partnership, a limited liability company with two or more members;

c) An individual who is the owner of a single-member limited liability company.

2. Enterprise founders, enterprises self-identify the enterprise's beneficial owner as stipulated in point b, clause 1, Article 17 of this Decree and declare and notify the provincial business registration authority (if any).

3. Enterprise founders, enterprises declare and notify the provincial business registration authority of information about shareholders that are organizations owning 25% or more of the total voting shares. Information about organizational shareholders includes: Organization name, enterprise code/establishment decision number, date of issue, place of issue, head office address, percentage of total voting shares owned.

1. Enterprise founders, enterprises are responsible for identifying the enterprise's beneficial owner as stipulated in Article 17 of this Decree and declaring and notifying the Business Registration Authority of the enterprise's beneficial owner information.

Enterprise founders, enterprises are responsible for identifying the enterprise's beneficial owner by reviewing each level in the enterprise's ownership structure until an individual with ultimate ownership or control in practice is identified. In cases where the ownership structure involves legal arrangements as stipulated by anti-money laundering laws, the beneficial owner of the legal arrangement shall be identified according to anti-money laundering laws.

2. The declaration of beneficial owner information shall be carried out in the following order:

a) Enterprise founders, enterprises declare and notify the Business Registration Authority of information about individuals who meet the ownership criteria stipulated in clause 1, Article 17 of this Decree;

b) In cases where an individual does not meet the criteria stipulated in clause 1, Article 17, or there are grounds to believe that the individual identified according to the criteria stipulated in clause 1, Article 17 is not the beneficial owner of the enterprise, enterprise founders, enterprises declare and notify the Business Registration Authority of information about one or more individuals who meet the criteria for actual controlling rights stipulated in clause 2, Article 17 of this Decree;

c) In cases where no individual meets the criteria stipulated in clauses 1, 2, Article 17, enterprise founders, enterprises declare and notify the Business Registration Authority of information about the individual stipulated in clause 3, Article 17 of this Decree.

identifying ultimate ownership or control in practice.