Must single-member limited liability companies declare their beneficial owners?

1. Must single-member limited liability companies declare their beneficial owners?

Clause 3, Article 21 of the 2020 Law on Enterprises No. 59/2020/QH14, as amended by Clause 8, Article 1 of Law No. 76/2025/QH15 Amending and Supplementing a Number of Articles of the Law on Enterprises, provides:

Article 21. Registration dossiers for limited liability companies

1. An enterprise registration application.

2. The company charter.

3. A list of members; a list of beneficial owners of the enterprise (if any).

4. Copies of the following papers:

a) Legal papers of individuals, for members being individuals and the legal representative;

b) Legal papers of organizations, for members being organizations, and documents appointing authorized representatives; legal papers of individuals, for authorized representatives of members being organizations.

For members being foreign organizations, copies of their legal papers must be consularly legalized;

c) An investment registration certificate, for foreign investors in accordance with the Law on Investment.

Accordingly, the registration dossier for the establishment of a limited liability company must include a list of beneficial owners of the enterprise (if any).

Under Clause 1, 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 beneficial owners and declare and notify information on such beneficial owners to the business registration agency.

Therefore, single-member limited liability companies must also identify and declare information on their beneficial owners as prescribed. Specifically:

• Where the owner is an individual: The individual owning 100% of the company’s charter capital is identified as its beneficial owner. (Under Clause 1, Article 74 of the 2020 Law on Enterprises and Clause 1, Article 17 of Decree No. 168/2025/ND-CP, as amended by Decree No. 296/2026/ND-CP.)
• Where the owner is an organization: The company must review its ownership structure to identify the individual having ultimate and actual ownership or control. (Under Clause 1, Article 18 of Decree No. 168/2025/ND-CP, as amended by Decree No. 296/2026/ND-CP.)
• Where no individual satisfies the above criteria: The company shall declare an individual being an enterprise manager with the highest authority to act on behalf of the company, except an individual representing state capital. (Under Clause 3, Article 17 and Point c, Clause 2, Article 18 of Decree No. 168/2025/ND-CP, as amended by Decree No. 296/2026/ND-CP.)

Thus, single-member limited liability companies must identify and declare information on their beneficial owners as prescribed, based on their ownership structure and actual control over the company.

2. What criteria are used to identify the beneficial owners of an enterprise?

Under Article 17 of Decree No. 168/2025/ND-CP, as amended and supplemented by Article 3 of Decree No. 296/2026/ND-CP, the beneficial owners of an enterprise are identified according to the following criteria:

(1) Individuals with ownership of at least 25%

A beneficial owner is 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.

Indirect ownership refers to an individual’s ownership of capital or voting shares in the enterprise through organizations or other legal arrangements.

In addition, certain specific cases are determined as follows:

• Groups of individuals having a family relationship or jointly owning capital or shares under a contract: If a group of individuals having a family relationship as specified in Clause 22, Article 4 of the 2020 Law on Enterprises, or under a contract, jointly owns at least 25% of the charter capital or at least 25% of the total voting shares, all individuals in the group are identified as beneficial owners.
• Partnerships: All general partners are beneficial owners, regardless of their capital contribution ratios or voting rights.

(2) Individuals having actual control over the enterprise

If no individual satisfies the above ownership criteria, or if there are grounds to believe that an individual identified according to the ownership criteria is not the beneficial owner, the enterprise shall proceed to identify the individual having actual control.

Such control is exercised 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, a majority or all members, or the chairperson, of the Board of Members, the Director or General Director.
• To decide on amendments or supplements to the enterprise’s charter.
• To decide on changes to the enterprise’s organizational structure.
• To decide on the enterprise’s financial, investment and operational policies.
• To decide on the reorganization or dissolution of the enterprise.

Thus, 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 actual control over the enterprise.

(3) The enterprise manager with the highest authority

If no individual satisfies either the ownership criteria or the actual control criteria above, the enterprise must identify an individual being an enterprise manager with the highest authority to act on behalf of the enterprise.

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

Accordingly, beneficial owners are identified in the following order: ownership is considered first; if no beneficial owner can be identified on that basis, actual control is considered; and only as a final step is the enterprise manager with the highest authority identified.

3. Must enterprises notify changes in information on their beneficial owners?

Point c, Clause 1 and Clause 2, Article 31 of the 2020 Law on Enterprises, as amended by Clause 13, Article 1 of Law No. 76/2025/QH15 Amending and Supplementing a Number of Articles of the Law on Enterprises, provide:

Article 31. Notification of changes in enterprise registration contents

1. An enterprise shall notify the business registration agency of any change in the following contents:

a) Business lines;

b) Founding shareholders and shareholders being foreign investors of a joint-stock company, except a listed company or a company having its securities registered for trading;

c) Information on beneficial owners of the enterprise, except a listed company or a company having its securities registered for trading;

d) Other contents in the enterprise registration dossier.

2. An enterprise shall notify changes in enterprise registration contents within 10 days from the date of change.

Accordingly, enterprises must notify the business registration agency of changes in information on their beneficial owners, except listed companies and companies having their securities registered for trading.

The notification time limit is 10 days from the date of change.

Thus, a single-member limited liability company must notify the business registration agency of changes in its declared beneficial owner information, such as a change in the individual identified as its beneficial owner or a change in that individual’s information.

Notification of changes shall follow the procedures prescribed in Article 52 of Decree No. 168/2025/ND-CP.

Note: For single-member limited liability companies established before July 1, 2025, information on beneficial owners or information used to identify beneficial owners (if any) shall be supplemented when the company next carries out procedures for registration or notification of changes in enterprise registration contents. The company may also proactively supplement such information earlier if it wishes, in accordance with Article 3 of Law No. 76/2025/QH15.

The above provides information on whether single-member limited liability companies must declare their beneficial owners.