Beneficial owners (UBO) in Vietnam: who counts and how to declare under Decree 296/2026

Updated Oct 22, 2026

A beneficial owner — chủ sở hữu hưởng lợi in Vietnamese, often called the UBO (ultimate beneficial owner) — is an individual who directly or indirectly owns or ultimately controls a Vietnamese company with legal personality in practice, excluding individuals who represent state capital. Since 23 July 2026 the identification rules are those rewritten by Articles 3–4 of Decree 296/2026/NĐ-CP (296/2026/NĐ-CP): the company traces every layer of ownership and applies the tests in order — 25% ownership, then actual control, then the manager with the greatest authority. This guide walks through each step with examples, then covers Form 10 and when to declare.

What is a beneficial owner in Vietnam?

Article 17 of Decree 168/2025/NĐ-CP, as amended by Article 3 of Decree 296/2026/NĐ-CP (296/2026/NĐ-CP), defines the beneficial owner of a company with legal personality as one or more individuals who directly or indirectly own or ultimately control the company in practice, excluding individuals who represent state capital in the company.

Three points follow: a beneficial owner is always an individual, never a company; the person named on the enterprise registration certificate is not automatically the beneficial owner; and state-capital representatives are excluded. The duty to collect, update and keep beneficial-owner information was added to the Law on Enterprises by Law 76/2025/QH15, effective 1 July 2025 (76/2025/QH15).

The three-step test, in order

Under Articles 17–18 of Decree 168/2025/NĐ-CP (168/2025/NĐ-CP) as replaced by Articles 3–4 of Decree 296/2026/NĐ-CP (296/2026/NĐ-CP), the company reviews each layer of ownership up to the ultimate individuals and applies these tests in sequence:

• Step 1 — Ownership: individuals who own, directly, indirectly or both, 25% or more of charter capital or of voting shares — including individuals in a family group or contractual group that together reaches that threshold. General partners have their own criterion.
• Step 2 — Actual control: if no one meets the ownership test, or there are grounds to think a 25% holder is not the ultimate beneficial owner, identify the individuals who actually control the company.
• Step 3 — Fallback: if no one meets either test, identify the manager with the greatest authority in the company, excluding state-capital representatives.

What counts as actual control?

A 25% shareholding list alone does not prove the declaration is complete. Actual control can include the power to:

• Appoint, dismiss or remove the company's management positions;
• Amend the company charter;
• Change the management structure;
• Decide financial, investment and business policy;
• Reorganise or dissolve the company.

Worked examples

Example 1 — Two-member LLC: A contributes 60% and B 40% of charter capital. Both own 25% or more directly, so A and B are both beneficial owners.

Example 2 — 100% foreign-owned company: company X in Singapore owns 100% of the Vietnamese company, and Mr C owns 100% of X. Mr C indirectly owns 100%, so the beneficial owner is Mr C — not company X. Naming the parent company instead of the individual is the most common mistake.

Example 3 — Joint-stock company with five 20% shareholders: no one alone reaches 25%. If two of them are spouses, that family group holds 40% and both are beneficial owners. If no group reaches the threshold and no one has actual control, the company declares the manager with the greatest authority.

When must a company declare its beneficial owners?

At incorporation: the list of beneficial owners is filed with the registration dossier.

Companies set up before 1 July 2025: most never declared and are now being asked to. Government Resolution 312/NQ-CP of 5 October 2026 (Appendix II, clause 1, point q) (312/NQ-CP) targets complete beneficial-owner information for over 80% of companies established before 1 July 2025 by the end of 2026; in Da Nang, the Department of Finance asks companies to finish before 30 November 2026 (letter 14848/STC-DN&ĐKKD).

When the information changes: if declared beneficial-owner information or ownership percentages change — for example after a capital transfer — the company notifies the provincial business registration office within 10 days of the change, filing a notice and the list of beneficial owners.

Penalties: under Decree 288/2026/NĐ-CP (288/2026/NĐ-CP), a company established before 1 July 2025 that does not supplement beneficial-owner information when filing its latest registration change faces VND 70–100 million; untruthful or inaccurate declarations, VND 30–70 million; a change notice 11 or more days late, from VND 10 million.

Form 10 — what the beneficial-owner list contains

The list of beneficial owners follows Form 10 issued with Circular 121/2026/TT-BTC (121/2026/TT-BTC): each person's identity details, contact address and the basis of their ownership or control — not just a name and a line about control rights.

Two details that are often missed: if a personal identification number is entered in column 5, the nationality and ethnicity columns are left blank (note 1 of the form); and column 17 records the person's actual control rights. A supplementary filing for an operating company usually goes with a Form 12 request under the same circular.

Common mistakes

What we see most often when reviewing filings:

A one-page version to print and work through: Beneficial-owner filing checklist (printable)

• Stopping at a corporate shareholder or member instead of tracing to the ultimate individuals;
• Listing only 25% holders and ignoring family groups, contractual groups and actual control;
• Declaring the legal representative just because they are named on the certificate, when they meet none of the tests;
• Missing the 10-day notice after a capital transfer changes ownership percentages.