Let’s face it: keeping up with the legal landscape in Vietnam often feels like trying to catch a high-speed train while it’s already halfway down the track. Just when you think you’ve mastered the compliance routine, a new set of regulations drops. If you are a business owner or a foreign investor, you probably know that "transparency" is the buzzword for 2026. But it’s not just a buzzword; it’s a full-scale shift in how we do business here.
At BLaw Vietnam, we see these changes as a major win for the "Vietnam brand," even if the paperwork feels a bit daunting at first. The government is pushing hard to get off international "grey lists" and prove that Vietnam is a mature, transparent market. To help you navigate these waters without getting lost in the legalese, we’ve broken down the 10 most critical things you need to know about the new disclosure rules.
1. Bilingual Financial Disclosures Are No Longer Optional
Starting January 1, 2025, for large listed organizations, and extending to others by 2027, periodic information must be disclosed simultaneously in both Vietnamese and English. If you’ve been relying on "translated versions" that come out weeks after the official Vietnamese filing, those days are over.
For foreign investors, this is a game-changer. It ensures that the global market receives information at the exact same time as local stakeholders. This move is specifically designed to enhance Vietnam’s global standing and attract more foreign capital into the stock market. If your internal reporting team isn't yet equipped for high-level English financial terminology, now is the time to invest in training or professional support.
2. The Beneficial Ownership Transparency Mandate
Effective July 1, 2025, all Vietnam-domiciled enterprises are legally required to identify, record, and report information about their "beneficial owners." This means the authorities want to know exactly which real individuals are pulling the strings behind the corporate veil.
In the world of corporate governance Vietnam, this is perhaps the most significant shift we’ve seen in a decade. You can no longer simply list a holding company as the owner; you must trace the ownership chain up to the individual natural persons. For complex structures involving multiple offshore jurisdictions, this requires meticulous documentation.
3. Understanding the "Why": The FATF Grey List
You might wonder why the government is suddenly so interested in your ownership structure. The primary driver is Vietnam’s placement on the Financial Action Task Force (FATF) "grey list" in June 2023. This list identifies countries with deficiencies in anti-money laundering (AML) and counter-terrorism financing (CTF) regulations.
To get off this list, Vietnam must prove it has a robust system for tracking where money is coming from and where it is going. By complying with these disclosure rules, your business isn't just following the law; it’s helping stabilize the entire national economy.
4. Personal Data Protection Law (PDPL) Takes Full Effect
The PDPL, which was passed in June 2025, becomes fully enforceable on January 1, 2026. This law applies not just to local firms but to any foreign entity collecting data from Vietnamese residents. If your business handles customer data, employee records, or even marketing leads, the disclosure requirements regarding how you process and protect that data are now extremely strict.
Transparency here means providing clear privacy notices and obtaining explicit consent. Failure to disclose data breaches or unauthorized data processing can lead to severe reputational damage and legal penalties. For foreign entities, this often requires a complete overhaul of their data governance policies.
5. Hefty Penalties for Non-Compliance
The government is putting its money where its mouth is: or rather, it’s taking yours if you don’t comply. Enterprises that fail to declare beneficial ownership information or provide inaccurate declarations face administrative fines ranging from VND 20,000,000 to VND 30,000,000 (approximately $800-$1,200 USD).
While the fine itself might seem manageable for a large corporation, the real cost lies in the "blacklisting" and the increased scrutiny your business will face from tax authorities and regulators. In the context of M&A Vietnam legal advice, a history of non-disclosure is a massive red flag that can tank a deal or significantly lower your valuation.
6. A Phased Implementation Strategy
The government understands that smaller players need more time. While large listed public companies must start bilingual disclosures in 2025, smaller public companies have until January 1, 2027. This phased rollout allows the market to adjust and permits service providers to scale up their support. However, we recommend starting early. Waiting until the final deadline often leads to rushed filings and mistakes.
If you're still in the early stages of your venture, you might find our guide on how to start your FDI business in Vietnam with $1000 only a helpful starting point for understanding entry-level compliance.
7. Expanded Access to Information Framework
A new Draft Amendment on Access to Information (January 2026) proposes broadening the scope of entities responsible for disclosing information. This will likely include public service units that provide essential services like electricity, water, and health.
For businesses that partner with the state or operate in regulated utilities, this means a higher level of transparency regarding contracts and service levels. It’s part of a broader push to ensure that "public interest" information is readily available to both citizens and the business community.
8. The "Public Interest Override" for Disclosures
The 2026 reforms introduce a "public interest/public health" necessity basis. This means that certain information: normally kept confidential: might be subject to mandatory disclosure if it pertains to serious wrongdoing or risks to life or health.
From a corporate governance perspective, this requires businesses to be more diligent than ever about environmental and safety standards. If a company is found to be hiding risks that affect the public, "confidentiality" will no longer serve as a legal shield.
9. Higher Scrutiny on Trade Secrets
Under the proposed 2026 reforms, government agencies are expected to require much clearer justifications for confidentiality claims. In the past, companies could often label large swaths of documents as "confidential" to avoid disclosure.
Moving forward, partial disclosure through redaction will become the default expectation. You will need to demonstrate why a specific piece of information constitutes a trade secret and how its disclosure would cause actual harm to your business. This is why having a "highly qualified" legal partner is essential to ensure you are disclosing what you must while protecting what you can.
10. ESG and Sustainability Reporting Upgrades
Finally, Vietnam is aligning itself with international standards like the ISSB and GRI. The State Securities Commission is amending Circular 96 to strengthen sustainability disclosure requirements. Listed companies will soon be required to report on their environmental footprint, social impact, and governance structures (ESG) with much higher granularity.
This is particularly relevant for those involved in M&A Vietnam legal advice, as modern investors are increasingly prioritizing ESG scores when choosing where to put their capital. High-quality ESG reporting is no longer just for the "green" companies; it’s a requirement for any business looking to compete on a global stage.
How BLaw Vietnam Can Help
Navigating these ten points can be overwhelming, especially when you are trying to focus on growing your business. Whether it’s ensuring your tax planning for foreign-invested legal entities is up to date or restructuring your board for the new corporate governance code, BLaw Vietnam is here to help.
We offer a range of services designed to streamline your compliance:
- Corporate Governance Consulting: We help you align your board practices with the 2026 disclosure requirements.
- M&A Legal Advisory: We provide comprehensive due diligence to ensure transparency on both sides of a transaction.
- Tax and Financial Reporting: From monthly tax declarations to optimizing costs within the legal framework, our team ensures your numbers are transparent and compliant.
Through the above article, it is clear that the 2026 legal framework represents a significant step forward for Vietnam. While it brings more responsibility for business owners, it also brings more security for investors and a more stable environment for everyone.
Ready to ensure your business is fully transparent and compliant?
Don’t wait for the deadlines to approach. Contact BLaw Vietnam today for a consultation on how to optimize your disclosure practices and protect your investments.
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