The Government of Vietnam has introduced a three-tier hierarchy for identifying ultimate beneficial owners, alongside wider digital and procedural reforms to business registration, under a decree that took effect on 23 July 2026.
Vietnam has amended its business registration regime through Decree No. 296/2026/ND-CP, issued by the Government on 23 July 2026, introducing a strict three-tier hierarchy for identifying ultimate beneficial owners (UBOs) alongside a wider set of procedural and digital reforms.
The Decree amends and supplements Decree No. 168/2025/ND-CP, dated 30 June 2025, and came into force on the date of issuance.
The changes are aimed at streamlining administrative processes, advancing digitisation, strengthening legal accountability, and aligning corporate data structures with national database frameworks.
Under the previous Decree No. 168/2025/ND-CP, UBO rules were more general in nature. Decree 296 replaces this with a structured framework requiring enterprises to work through three defined tiers before declaring their beneficial owner or owners, who are defined as one or more natural individuals who ultimately own or actually control a legal entity.
Tier 1 – Ownership
An individual is classified as a UBO where they own 25% or more of an enterprise’s charter capital or total voting shares, whether this ownership is direct, indirect, or a combination of both. Indirect ownership covers holdings of 25% or more channelled through other organisations or legal arrangements. Where a group of individuals linked by family ties or a written contract collectively holds 25% or more of the charter capital or voting shares, every individual in that group is deemed a UBO. All partnership members are automatically treated as UBOs, irrespective of their capital contribution ratio or actual voting rights.
Tier 2 – Actual control
Where no individual satisfies the Tier 1 ownership threshold, or where evidence indicates that those identified under Tier 1 are not the genuine UBOs, enterprises must instead identify UBOs on the basis of actual or legal control. Control is established through the power to appoint, dismiss or remove the majority or all of the board of directors (including its chairman), the board of members (including its chairman), the Director or the General Director; to amend or supplement the company’s charter; to alter the organisational structure; to determine financial, investment and operational policy; or to organise the restructuring or dissolution of the company.
Tier 3 – Highest management authority
Where neither Tier 1 nor Tier 2 applies, the enterprise must instead declare the manager holding the highest executive authority – such as the general director, director or chairman, depending on the company charter – to act on the company’s behalf.
Decree 296 places the onus of proactive diligence on enterprises themselves. Founders and enterprises are required to trace ownership systematically through each tier of the corporate structure until the natural individual or individuals holding ultimate ownership or control are identified. Where a trust, fund or other legal arrangement recognised under anti-money laundering (AML) legislation is involved, the UBO of that arrangement must be identified in accordance with national AML law.
When submitting registration or notice documents, enterprises must follow a strict declaration order: Tier 1 UBOs first; if Tier 1 does not apply, Tier 2; and only where neither Tier 1 nor Tier 2 applies, Tier 3. Enterprises must also maintain and archive an updated UBO list, which may be kept in either physical or secure digital form, and must notify the provincial Business Registration Office of any change to a declared UBO’s personal information or ownership ratio, alongside a revised UBO list.
As under the pre-amended Decree No. 168, UBO information must still be declared at the time of initial company registration, and any subsequent change must be reported to the Business Registration Office within 10 days.
Wider procedural and digital reforms
Beyond the UBO framework, Decree 296 introduces a range of measures to reduce red tape and reinforce accountability. Enterprise founders remain legally responsible for the truthfulness, legality and accuracy of declared information, and owners, shareholders and members are strictly prohibited from contributing capital in another person’s name. Provincial business registration offices must now draw directly on the National Database on Business Registration and other national or specialised databases, and can no longer demand physical copies of documents such as Business Registration Certificates, Tax Registration Certificates or Investment Registration Certificates unless the database information is missing, incomplete or inaccurate. For wholly state-owned single-member limited liability companies, conventional resolutions or authorisations may be replaced by official documents issued by the competent state capital management authority.
Electronic authentication has also been made mandatory: both the authorising party and the authorised representative must complete electronic verification to register a business or process changes involving legal representatives, owners, limited liability company members, private enterprise owners, partnership members, or founding and foreign shareholders in unlisted, non-traded joint-stock companies. Where an electronic identity account is unavailable, physical copies of the authoriser’s Identity Card, Citizen Identity Card or passport must instead be submitted with the registration dossier.
The Decree further authorises commune-level bodies to handle household business registration, either through a designated professional department under the commune-level People’s Committee or the Committee itself, each operating with its own official account and seal. Online household registration dossiers now carry the same legal validity as paper filings, with processing timelines running from the working day following successful submission.
New rules also govern suspensions, resumptions and dissolutions. Enterprises must notify the provincial registration office at least three working days before a planned suspension or an early resumption of business. A single suspension period may not exceed 12 months, and the total consecutive suspension period is capped at 24 months. Within five working days of a suspension period ending, the company’s legal representative must confirm resumption and commit to having met registration obligations via the national portal, with failure to do so risking revocation of the Business Registration Certificate. Dissolution dossiers must be submitted within five working days of settling all outstanding debts, and unlisted, non-traded joint-stock companies must include a copy of their shareholder register.
On bankruptcy, provincial registration authorities must update an enterprise’s legal status, along with that of its branches and representative offices, in the National Database within three working days of receiving a relevant court decision – changing status to “undergoing bankruptcy procedures” when proceedings open, and to “fully terminated operations” once bankruptcy is declared, with updates synchronised automatically with the national Tax System.
Other terminology and administrative changes include replacing the requirement for a “notarised Vietnamese translation” with a “Vietnamese translation with the certified signature of the translator”, and shortening several processing and response timelines from three working days to two. Shareholder details for unlisted, non-traded joint-stock companies must now be retained in the National Database for six years following dissolution, and foreign investors establishing enterprises ahead of receiving or adjusting their Investment Registration Certificates must submit a written commitment to meet market access conditions.
Dossiers received but not yet approved before 23 July 2026 will generally continue to be processed under Decree No. 168/2025/ND-CP, while the 24-month consecutive suspension cap and the five-day resumption confirmation requirement also apply to enterprises that were already suspended before Decree 296 took effect.
