Dear Clients and Partners,
As we move further into 2026, the corporate landscape in Vietnam is undergoing one of its most significant transformations in a decade. For years, the concept of "control" within a company was relatively straightforward: often tied directly to the names listed on the Enterprise Registration Certificate (ERC). However, with the full implementation of the 2025 Enterprise Law, the rules of the game have shifted. The focus has moved from nominal ownership to the identification of those who hold the actual reins of power.
At BLaw Vietnam, we understand that navigating these legislative shifts can feel overwhelming. Whether you are a foreign investor looking to optimize your corporate structure or a local enterprise seeking to maintain compliance, understanding the new disclosure requirements is no longer optional: it is a business imperative.
The Evolution of Transparency: From Nominal to Substantial
Historically, corporate transparency in Vietnam focused on legal ownership. If a person or entity held shares, they were the owners. However, this model often left a "gray area" regarding the individuals who exerted influence behind the scenes: often referred to as Ultimate Beneficial Owners (UBOs).
The 2025 Enterprise Law, supported by subsequent decrees throughout late 2025 and early 2026, aligns Vietnam with international standards set by the Financial Action Task Force (FATF) and the OECD. This shift ensures that Vietnam remains a competitive and trusted destination for global capital. By requiring businesses to disclose who truly controls the entity, the government aims to mitigate risks associated with money laundering, tax evasion, and "shadow" investments.
What Defines "Control" Under the New Framework?
Under the 2025 regulations, "control" is no longer defined solely by holding 51% of voting shares. The law now employs a multi-faceted test to identify controlling interests:
- Direct Ownership: Holding 25% or more of the charter capital or total voting shares.
- Indirect Control: The ability to influence the appointment of the Board of Directors or the General Director through side agreements or complex holding structures.
- De Facto Control: Exercising decisive influence over the company’s strategic decisions, financial policies, or operational management, regardless of shareholding percentage.
Why the Sudden Change? Understanding the Global Context
You might wonder why these changes are happening now. As our research indicates, 2025 was a landmark year for transparency worldwide. From the New York LLC Transparency Act in the United States to enhanced SEC disclosure requirements for corporate governance, the global trend is moving toward "de-masking" corporate entities.
Vietnam’s 2025 Enterprise Law is the local response to this global movement. For your business, this means that the "nominee" structures that were once common are now under intense scrutiny. To streamline your operations and avoid administrative bottlenecks, your disclosure filings must now match the economic reality of your business leadership.
Key Disclosure Requirements You Need to Know
The new law introduces several mandatory reporting tracks that every business leader must be aware of. Failure to adhere to these can lead to significant delays in licensing, fines, or even the suspension of business certificates.
1. The Mandatory UBO Declaration
Every enterprise registered in Vietnam must now maintain and update a Registry of Beneficial Owners. This document must be submitted to the Business Registration Office (BRO) and updated within 10 days of any change in the control structure. This is a departure from the previous "annual update" cycle, requiring a much more proactive approach from your legal and administrative teams.
2. Disclosure of Related-Party Agreements
The 2025 law places a heavier emphasis on disclosing agreements between the company and its controlling shareholders. If a shareholder with "control" enters into a contract with the company, this must be disclosed to the Board and, in many cases, recorded in the public filing system to prevent conflicts of interest.
3. Reporting on Indirect Ownership Chains
For multinational corporations, the new law requires a clear "map" of the ownership chain up to the individual level. If your Vietnam entity is owned by a Singapore holding company, which is in turn owned by a Cayman Islands fund, you must now disclose the individuals at the very top who exercise control over that fund.
Impact on Mergers, Acquisitions, and Tax Planning
For those involved in M&A activities, the 2025 Enterprise Law changes the due diligence process entirely. Buyers are no longer just looking at the target company's assets; they are scrutinizing the target's compliance with UBO disclosures. An undisclosed "controller" can be a significant "red flag" that devalues a deal or creates future legal liabilities.
Furthermore, these disclosures are closely linked to tax compliance. The General Department of Taxation now has direct access to the UBO registry, allowing them to better identify "transfer pricing" risks and "deemed dividend" scenarios. By ensuring your control disclosures are accurate, you effectively enhance your tax position and reduce the likelihood of intrusive audits.
How Your Business Can Prepare for 2026 Compliance
Preparation is the key to maintaining a "proven track record" of compliance in Vietnam. We recommend the following steps:
- Conduct a Corporate Audit: Review your current shareholding and management structures to identify anyone who meets the new "control" criteria.
- Update Internal Charters: Ensure your company’s Charter reflects the new reporting obligations to empower your legal representative to make necessary filings.
- Document Side Agreements: If your business relies on shareholder agreements or voting trusts, ensure these are reviewed by experts like Long Hoang or Ha Tran to ensure they do not trigger unintended disclosure violations.
- Implement a 10-Day Policy: Establish an internal protocol to report any changes in ownership or control to your legal counsel immediately, ensuring you meet the 10-day statutory filing window.
How BLaw Vietnam Can Help
At BLaw Vietnam, we pride ourselves on being more than just legal advisors; we are your strategic partners. Our team of highly qualified professionals has spent the last year analyzing every article of the 2025 Enterprise Law to provide our clients with actionable, efficient solutions.
We can help you:
- Identify your Ultimate Beneficial Owners under the new legal definitions.
- Draft and File the necessary UBO declarations with the Business Registration Office.
- Restructure complex ownership chains to ensure they remain compliant while remaining tax-efficient.
- Advise on the labor implications of management changes through our labor services.
Our approach is designed to be cost-effective and minimize disruption to your daily operations. We believe that transparency, when handled correctly, is a competitive advantage that builds trust with banks, partners, and regulators.
Conclusion
Through the above article, it is clear that the 2025 Enterprise Law is not just a minor update: it is a fundamental shift in how business is conducted in Vietnam. By prioritizing the disclosure of actual control, the government is creating a more stable and transparent market. However, for the individual business, this means a higher burden of administrative diligence.
In addition to the technical requirements, the human element of your business is equally important. Whether you are working with Tien Tran, Hanh Hoang, or Suong Doan, you can rest assured that your corporate governance is in expert hands.
Don’t wait for a compliance audit to find out your disclosures are outdated. Let us help you navigate these changes with confidence and ease.
Contact us today to schedule a consultation and ensure your business is ready for the future of corporate transparency in Vietnam.
BLaw Vietnam
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