Beneficial ownership: identification criteria comprehensively revised from 23 July 2026 under Decree No. 296/2026/ND-CP

From 23 July 2026, Decree No. 296/2026/ND-CP replaces Articles 17 and 18 of Decree No. 168/2025/ND-CP on enterprise registration in their entirety - the two provisions governing beneficial owners (BOs) of enterprises. The focus shifts from ownership percentages formally registered in a person's name to the individual who ultimately owns or controls the enterprise in practice. Enterprises with multi-tier ownership structures, shareholders from the same family, shareholders' agreements, trusts or nominee arrangements are directly affected.

1. Key changes to the identification of BOs

Aggregation of direct and indirect ownership. The new rules define a BO as an individual who directly, indirectly, or both directly and indirectly owns at least 25% of the charter capital or at least 25% of the total voting shares. Point a, Clause 1, Article 17 of the former regulations used exclusionary wording ("directly or indirectly"), allowing an individual holding 15% directly and 15% indirectly to argue that neither method separately met the threshold. Under the new criteria, the combined 30% meets the threshold.

Broader channels of indirect ownership. Clause 2, Article 17 of the former regulations recognised indirect ownership only "through another organisation". An indirect owner is now an individual who owns at least 25% through organisations or other legal arrangements, thereby covering trusts and arrangements without legal personality.

Aggregation by group - an entirely new rule. A group of individuals related by family ties under Clause 22, Article 4 of the Law on Enterprises or by contract who together own at least 25% of the charter capital or voting shares are all treated as BOs. The scope of family relationships is extensive: spouses; biological and adoptive parents; parents-in-law; biological and adopted children; sons- and daughters-in-law; siblings; brothers-in-law and sisters-in-law; and the siblings of a spouse.

Example: A joint stock company has four shareholders who are siblings, each holding 10% of the voting shares. Under the former criteria, none met the 25% threshold. Under the new criteria, the group holds 40%, and all four individuals must be declared as BOs.

Partnerships. All general partners are BOs, irrespective of their charter capital contribution ratio or voting rights.

Legal basis: Article 3 of Decree No. 296/2026/ND-CP amending Clause 1, Article 17 of Decree No. 168/2025/ND-CP

2. Identification process

Decree No. 168/2025/ND-CP allowed two independent criteria to be applied in parallel (25% ownership or controlling rights). The amended Points a, b and c, Clause 2, Article 18 (as amended by Article 4 of Decree No. 296/2026/ND-CP) now prescribe the following order of declaration:

The list of controlling rights under Step 2 has been expanded to include a new category of rights: deciding the enterprise's financial, investment and operating policies, in addition to the rights to appoint, dismiss or remove senior management personnel; amend the charter; change the organisational structure; reorganise; and dissolve the enterprise.

This process gives rise to two obligations requiring enterprises' attention:

1. Enterprise registration dossiers must always declare at least one BO; there is no longer any circumstance in which the field may be left blank because the BO "cannot be identified".
2. Under Clause 1, Article 18 (as amended), an enterprise must review each level of its ownership structure until the individual who ultimately owns or controls it in practice is identified. Where the structure includes a legal arrangement, identification must be conducted in accordance with anti-money laundering legislation.

3. Two related changes to declaration obligations

Abolition of declarations for shareholders that are organisations holding at least 25%. The provision in Clause 3, Article 18 of Decree No. 168/2025/ND-CP was not retained when Article 18 was replaced in its entirety. At the same time, Clause 9, Article 19 of Decree No. 296/2026/ND-CP repeals Clause 2, Article 52, which required changes in the information of shareholders that are organisations to be notified within 10 days. From 23 July 2026, enterprises are required to declare only individuals as BOs.

Prohibition on nominee capital contributions. Clause 1, Article 4 of Decree No. 168/2025/ND-CP (as amended by Clause 1, Article 1 of Decree No. 296/2026/ND-CP) requires owners, shareholders and company members to comply fully with the rules on assets contributed as capital under Clause 2, Article 34 of the Law on Enterprises and prohibits them from holding capital contributions in their names on behalf of another person. Previously, this conduct was regulated only indirectly.

4. Alignment with anti-money laundering legislation

On 24 July 2026, the Government issued Resolution No. 66.23/2026/NQ-CP on special mechanisms and policies for resolving difficulties and obstacles in anti-money laundering legislation in support of international commitments on the exchange of information for tax purposes. The Resolution amends Article 7 of Decree No. 19/2023/ND-CP in a manner that closely aligns with Decree No. 296/2026/ND-CP: the aggregated 25% threshold, indirect ownership through organisations or legal arrangements, aggregation by family or contractual groups, and the same three-step structure.

As a result, the BO criteria declared to the Business Registration Authority and the customer due diligence criteria applied by banks, securities companies and insurance companies are now substantially aligned, allowing enterprises to use a single BO documentation package for both purposes.

5. Entry into force

Article 20 of Decree No. 296/2026/ND-CP addresses only dossiers received before the effective date, while Article 21 contains transitional provisions only for business suspension periods; there is no separate transitional provision for BOs. All dossiers submitted from 23 July 2026 must apply the new criteria, including dossiers prepared beforehand.

For enterprises that declared BOs under the former criteria but obtain a different list upon reassessment, the legislation does not directly specify when the information must be updated. Clause 1, Article 52 of Decree No. 168/2025/ND-CP requires notification within 10 days from the date of any change to the declared BO information or ownership percentage, but does not distinguish changes arising from actual developments from those arising from amended legal criteria. Pending further guidance, a prudent approach is to conduct an immediate review and submit an early notification, rather than waiting until the next procedure is undertaken. Any uncertainty should be discussed in advance with the provincial Business Registration Authority.

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💡 Recommendations for enterprises

1. Reassess the BO List declared in August 2026 under Clauses 1, 2 and 3 of Article 17 (as amended). If the outcome differs from the previous declaration, consider submitting an early notification to the Business Registration Authority.
2. Prepare a complete multi-tier ownership structure chart, calculate indirect ownership percentages through each intermediary level and through trust arrangements, and aggregate them with direct ownership percentages.
3. Cross-check the list of shareholders and members against Clause 22, Article 4 of the Law on Enterprises to identify family-related groups, and conduct a similar review of shareholders' or members' agreements currently in force. Partnerships should include all general partners.
4. Terminate nominee capital contribution arrangements and regularise the ownership structure so that it reflects the actual owners.
5. Maintain a single, aligned BO documentation package for both enterprise registration declarations and the customer due diligence requirements of financial institutions. Update internal procedures to ensure that all changes are notified within 10 days under Clause 1, Article 52.

This newsletter has been prepared by Crowe Vietnam for general information purposes only and does not constitute advice for any specific circumstances. Enterprises should refer to the original legal instruments and seek professional advice before applying the information to their particular situations.