Order of priority for declaring beneficial owners of enterprises in 2026

1. Latest order for declaring beneficial owners of enterprises in 2026

Under Clause 2, Article 18 of Decree No. 168/2025/ND-CP, as amended by Article 4 of Decree No. 296/2026/ND-CP, enterprise founders and enterprises shall identify and declare information on beneficial owners to the business registration agency in the following order of priority:

(1) Priority shall be given to declaring individuals with ownership of at least 25%

First, enterprises shall identify and declare information on individuals satisfying the ownership criteria specified in Clause 1, Article 17 of Decree No. 168/2025/ND-CP (as amended by Article 3 of Decree No. 296/2026/ND-CP).

Specifically, individuals identified as beneficial owners include:

• An individual who directly or indirectly, or both directly and indirectly, owns at least 25% of the charter capital or at least 25% of the total voting shares of the enterprise.
• An individual who indirectly owns at least 25% of the charter capital or at least 25% of the total voting shares of the enterprise through organizations or other legal arrangements.
• Individuals in a group having a family relationship as specified in Clause 22, Article 4 of the Law on Enterprises, or jointly owning, under a contract, at least 25% of the charter capital or at least 25% of the total voting shares. In this case, all individuals in the group are identified as beneficial owners.
• For a partnership, all general partners are beneficial owners, regardless of their capital contribution ratios or voting rights.

(2) If no beneficial owner can be identified based on ownership, declare individuals with an actual controlling interest in the enterprise

If no individual satisfies the above ownership criteria, or if there are grounds to find that an individual identified according to these criteria is not the beneficial owner, the enterprise shall proceed to identify and declare one or more individuals with an actual controlling interest in the enterprise.

Under Clause 2, Article 17 of Decree No. 168/2025/ND-CP (as amended by Article 3 of Decree No. 296/2026/ND-CP), an actual controlling interest is determined through one or more of the following rights:

• To appoint, relieve from duty or remove from office a majority or all members, or the chairperson, of the Board of Directors or the Board of Members, or the Director or General Director.
• To amend or supplement the charter of the enterprise.
• To change the organizational structure of the enterprise.
• To decide on the financial, investment and operational policies of the enterprise.
• To decide on the reorganization or dissolution of the enterprise.

Accordingly, an individual who does not own at least 25% of the charter capital or voting shares may still be identified as a beneficial owner if that individual has an actual controlling interest in the enterprise as prescribed.

(3) If no beneficial owner can be identified under either of the above criteria, declare the enterprise manager with the highest authority

If no individual satisfies the ownership or actual controlling interest criteria, the enterprise shall identify and declare information on an individual being an enterprise manager with the highest authority to act on behalf of the enterprise.

This provision does not apply to an individual representing state capital at the enterprise.

Accordingly, the order for identifying and declaring beneficial owners is as follows:

Step 1: Identification based on ownership

Priority shall be given to declaring individuals satisfying the ownership threshold of at least 25% or falling under other cases specified in Clause 1, Article 17 of Decree No. 168/2025/ND-CP (as amended by Article 3 of Decree No. 296/2026/ND-CP).

Step 2: Identification based on an actual controlling interest

If no individual satisfies the criteria in Step 1, or if there are grounds to find that the identified individual is not the beneficial owner, the enterprise shall declare one or more individuals with an actual controlling interest in the enterprise.

Step 3: Identification of the enterprise manager with the highest authority

If no individual satisfies either of the above criteria, the enterprise shall declare information on an individual being an enterprise manager with the highest authority to act on behalf of the enterprise, except an individual representing state capital at the enterprise.

2. What penalties apply to enterprises established before July 01, 2025 that fail to declare beneficial owners?

Under Clause 6, Article 44 of Decree No. 122/2021/ND-CP, as amended by Article 2 of Decree No. 288/2026/ND-CP, enterprises established before July 01, 2025 may be subject to a fine of between VND 70 million and VND 100 million if they fail to supplement information on beneficial owners (if any) or information to identify beneficial owners (if any) when next carrying out procedures for registration or notification of changes to enterprise registration information.

Accordingly:

• Where an enterprise carries out procedures for changes: If an enterprise established before July 01, 2025 carries out procedures for registration or notification of changes to enterprise registration information, such as a change of its head office address, but fails to supplement information on beneficial owners as prescribed, it may be subject to a fine of between VND 70 million and VND 100 million.
• Where an enterprise does not carry out procedures for changes: If, from July 01, 2025, an enterprise has no changes requiring procedures for registration or notification of changes to enterprise registration information, it is not yet required to supplement information on beneficial owners and is not subject to penalties for failing to supplement such information.

In addition to the fine, under Clause 7, Article 44 of Decree No. 122/2021/ND-CP, as amended and supplemented by Article 2 of Decree No. 288/2026/ND-CP, violating enterprises shall also be compelled to supplement information on beneficial owners or information to identify beneficial owners as prescribed.

3. How are the right to establish enterprises and the obligation to make enterprise registration regulated?

Under Article 5 of Decree No. 168/2025/ND-CP, the right to establish enterprises and the obligation to make enterprise registration are prescribed as follows:

• The establishment of enterprises in accordance with law is a right of individuals and organizations and is protected by the State.
• Enterprise founders or enterprises are obliged to fully and promptly fulfill their obligations regarding enterprise registration and public disclosure of information on the establishment and operation of enterprises as prescribed in this Decree and relevant legal documents.
• Business registration agencies and other agencies are strictly prohibited from causing difficulties for organizations and individuals when receiving dossiers and settling enterprise registration procedures.

The above provides information on the latest order for declaring beneficial owners of enterprises in 2026..