Dear Clients and Partners,
The landscape of corporate transparency in Vietnam has shifted significantly. As of 2026, the amendments to the 2025 Law on Enterprise have fully taken root, bringing with them a rigorous standard for "Beneficial Owner" (BO) declarations. For many businesses operating in Vietnam, what used to be a secondary compliance task has now become a high-stakes legal requirement.
At BLaw Vietnam, we have observed a surge in inquiries as the Department of Planning and Investment (DPI) begins its first major wave of audits under these new rules. Transparency is no longer optional; it is the cornerstone of the government’s efforts to combat money laundering and tax evasion. However, because the 2025 Law introduces technical nuances that differ from previous years, many seasoned HR and legal teams are inadvertently falling into compliance traps.
Through the following article, we aim to demystify these requirements and highlight the seven most common mistakes currently being made by enterprises. Understanding these pitfalls will help you optimize your corporate governance and ensure your business remains on the right side of the law.
1. The "25% Direct Ownership" Trap
One of the most frequent errors we see is the assumption that a Beneficial Owner is strictly someone who holds 25% or more of the shares directly on the company’s charter. Under the 2025 Law on Enterprise, the definition has expanded.
The law now looks past the immediate shareholder list to find the "ultimate" natural person. If Company A owns 100% of your Vietnam entity, and Individual X owns 30% of Company A, Individual X is your Beneficial Owner. Many firms fail to map out these indirect ownership chains, especially when they involve complex offshore holding structures. If you are not looking at the "ultimate" individual at the end of the chain, your declaration is legally incomplete.
2. Ignoring De Facto Control and "Shadow" Influence
The 2025 amendments place a heavy emphasis on control rather than just ownership. You might have an individual who owns 0% of the shares but has the contractual right to appoint the majority of the Board of Directors or holds a power of attorney that allows them to dictate financial decisions.
Under the new regulations, this individual is a "de facto" beneficial owner. Mistakenly omitting these "shadow" controllers is a red flag for regulators. This is particularly relevant for startups or companies backed by private equity where investment agreements grant significant veto powers to individuals who do not appear on the official shareholder registry.
3. Storing Mandatory Records Outside the Head Office
It is a common practice in the digital age to keep all corporate records on a secure cloud server or at a regional headquarters in Singapore or Hong Kong. However, the 2025 Law on Enterprise explicitly mandates that Beneficial Owner declaration dossiers: including copies of IDs, ownership charts, and internal resolutions: must be kept in physical or accessible electronic form at the registered head office in Vietnam.
During a spot check, if your local team cannot produce these documents immediately because they are "waiting for HQ to send them," you are in violation. This mistake often surfaces during licensing renewals or tax inspections, leading to unnecessary delays and penalties.
4. Applying Outdated Circular 105 Templates
Legal compliance is often a game of forms. A critical mistake we’ve identified in the first half of 2026 is the continued use of forms prescribed under the old Circular 105. The 2025 Law is supported by the new Circular 68/2025, which introduced specific fields for "ultimate domination rights" and more granular data on foreign tax residency.
Using the old forms doesn't just look unprofessional; it constitutes a failure to report the specific data points required by the current law. If you haven't updated your internal compliance kit to reflect Circular 68/2025, your filings may be rejected or, worse, flagged for "insufficient disclosure." This is as critical as keeping up with current corporate tax deduction rules.
5. Failing to Synchronize with the National Business Registration Portal
Many businesses believe that identifying the BO internally is enough. However, the 2025 Law requires that this information be synchronized with the National Business Registration Portal (NBRP).
A common mistake is having a perfectly accurate internal "Register of Beneficial Owners" that does not match the data submitted to the DPI. Inconsistencies between your internal records and the public portal can trigger an automatic audit. We highly recommend that you streamline your reporting processes to ensure that every time an internal change occurs, the portal is updated simultaneously.
6. Incomplete Documentation of Chain of Ownership
When declaring a BO who is an indirect owner (e.g., a shareholder of a shareholder), the 2025 Law requires "verifiable evidence" of that chain. Many companies simply list the name of the ultimate individual without providing the supporting documents, such as:
- Certified copies of the certificates of incorporation of all intermediate holding companies.
- Updated shareholder registers for each layer of the hierarchy.
- Translated and legalized ID documents of the BO.
Submitting a name without the "paper trail" is a mistake that leads to the DPI deeming the declaration "unverified." Given the complexity of international document legalization, failing to prepare this documentation in advance can leave your company in a state of non-compliance for months.
7. Delayed Reporting of Changes
The window for reporting changes to beneficial ownership has tightened. Under the 2025 framework, any change in the status, percentage of control, or personal details (like a new passport number) of a BO must be reported within a very narrow timeframe: often aligned with the new 3-day or 10-day reporting cycles seen in other 2026 regulations.
Many managers wait until the end of the fiscal year or the next annual general meeting to update these details. This delay is a mistake. With the integration of AI-driven data mining by Vietnamese authorities: as discussed in our guide on Vietnam’s AI data mining rules: discrepancies in ownership data are caught much faster than in previous years.
The Consequences of Non-Compliance in 2026
The "wait and see" approach is no longer viable. The 2025 Law on Enterprise has granted authorities the power to impose significant administrative fines, but the repercussions go beyond mere monetary loss. Non-compliance can lead to:
- Operational Blocks: Difficulty in opening or maintaining bank accounts, as banks are now mandated to verify BO declarations before processing transactions.
- Reputational Damage: Being listed on a "non-compliant" registry, which can affect your ability to participate in public tenders or M&A transactions.
- Criminal Liability: In extreme cases where non-disclosure is linked to tax evasion or money laundering, the "legal representative" of the Vietnam entity could face personal liability.
In addition to these risks, failing to manage your BO declarations properly can complicate your overall tax health. For instance, if your BO information is inconsistent, it may trigger closer scrutiny of your transfer pricing documentation.
How BLaw Vietnam Can Support You
Navigating the transition from the old regime to the 2025 Law on Enterprise requires a proactive and technical approach. At BLaw Vietnam, we are thrilled to offer a comprehensive "BO Compliance Audit" to help you identify and fix these seven mistakes before they become liabilities.
Our team of highly qualified legal experts can:
- Map Your Ownership: Conduct a thorough review of your corporate structure to identify all direct and indirect beneficial owners.
- Draft Documentation: Prepare the necessary dossiers and resolutions in accordance with Circular 68/2025.
- Liaise with Authorities: Manage the submission and synchronization process with the DPI and the National Business Registration Portal.
- Ongoing Monitoring: Ensure that any future changes in your global structure are reflected in your Vietnam filings within the legal deadlines.
Through the above article, it is clear that while the new regulations add a layer of complexity, they also provide an opportunity to enhance your corporate transparency and build a more resilient business in Vietnam.
If you are unsure whether your current declarations meet the 2026 standards, or if you are using the correct forms for your 2025 Law on Enterprise updates, do not hesitate to reach out. We are here to ensure your transition is efficient, cost-effective, and fully compliant.
Contact BLaw Vietnam today for a consultative session on your beneficial owner reporting obligations.
Best regards,
Long (Realtor)
Owner, BLaw Vietnam