On 23 July 2026, the Government issued Decree No. 296/2026/ND-CP amending and supplementing certain provisions of Decree No. 168/2025/ND-CP on enterprise registration. Decree No. 296/2026/ND-CP took effect immediately on 23 July 2026 and introduces a number of notable changes concerning beneficial ownership, disclosure of enterprise information, online enterprise registration procedures, and suspension of business operations.
Among these changes, the new provisions on beneficial ownership are particularly relevant to enterprises with complex ownership structures, foreign-invested enterprises, and corporate groups operating under parent company–subsidiary structures.
- How is a beneficial owner of an enterprise determined under Decree No. 296/2026/ND-CP?
Under Decree No. 296/2026/ND-CP, a beneficial owner of an enterprise with legal personality is an individual or individuals who ultimately directly or indirectly own or exercise effective control over the enterprise, excluding individuals representing the State’s capital contribution in the enterprise.
The Decree establishes a sequential set of criteria for determining the beneficial owner.
First: An individual who directly or indirectly owns 25% or more of the charter capital or voting shares
An individual is identified as a beneficial owner where such individual, whether directly, indirectly, or through a combination of direct and indirect ownership, owns 25% or more of the enterprise’s charter capital or 25% or more of its voting shares.
For indirect ownership, the determination must be made through one or more intermediary organizations or other legal arrangements.
Where a group of individuals has a family relationship as prescribed by the Law on Enterprises or has an agreement to jointly own 25% or more of the charter capital or voting shares, the enterprise must consider identifying the relevant individuals within such group as beneficial owners.
Second: An individual who exercises effective control over the enterprise
Ownership percentage alone is not sufficient to determine beneficial ownership in every case.
Where no individual satisfies the 25% ownership threshold, or where there are grounds to determine that an individual meeting the ownership threshold is not the beneficial owner, the enterprise must continue to identify the individual who exercises effective control over the enterprise.
Effective control may be demonstrated through one or more rights, including:
- The right to appoint, remove or dismiss a majority or all members or the Chairperson of the Members’ Council or Board of Directors;
- The right to appoint, remove or dismiss the Director or General Director;
- The right to amend or supplement the company’s charter;
- The right to change the organizational structure of the enterprise;
- The right to decide on the enterprise’s financial, investment and operational policies; or
- The right to decide on the reorganization or dissolution of the enterprise.
This provision is particularly important for enterprises with multi-layer ownership structures, where the individual who ultimately controls the enterprise may not be directly named as a shareholder or member in the enterprise registration records.
Third: Where no individual can be identified under the above criteria
Where no individual can be identified based on ownership or effective control, the enterprise shall identify the manager of the enterprise with the greatest authority to act on behalf of the enterprise as the beneficial owner.
Accordingly, the new framework requires enterprises to determine beneficial ownership through a sequential assessment rather than relying solely on the individuals directly recorded in the enterprise registration documents.
- Enterprises should proactively review their ownership structure to identify beneficial owners
A key point businesses should note is that the responsibility for identifying beneficial owners rests with the enterprise founder and/or the enterprise.
The enterprise must review each level of its ownership structure until it identifies the individual who ultimately owns or exercises effective control over the enterprise.
This requirement may have significant practical implications for foreign-invested enterprises (FIEs).
For example:
Vietnam Company A is 100% owned by Singapore Company B. Company B is, in turn, owned by one or more other legal entities. In this case, Company A should not necessarily stop its review at Company B. It may need to examine the ownership structure above Company B in order to identify the individual who ultimately owns or exercises effective control over the Vietnamese enterprise.
Therefore, FIEs with multi-layer ownership structures, foreign parent companies, investment funds or multiple intermediary legal entities should pay particular attention to the identification and disclosure of beneficial ownership information.
- Disclosure and notification obligations concerning beneficial ownership
Under Decree No. 296/2026/ND-CP, the enterprise founder and/or enterprise is responsible for identifying and declaring and notifying the business registration authority of information concerning its beneficial owner.
The determination follows the following sequence:
(i) An individual satisfying the ownership criteria;
(ii) if no beneficial owner can be identified based on ownership, or there are grounds to determine that the individual identified under the ownership criteria is not the beneficial owner, the individual exercising effective control over the enterprise shall be identified; and
(iii) if no such individual can be identified, the enterprise manager with the greatest authority to act on behalf of the enterprise shall be identified.
Accordingly, beneficial ownership is not merely an additional item of information to be inserted into an enterprise registration form. It requires the enterprise to conduct a substantive review of its ownership structure and actual control arrangements.
- Other notable changes under Decree No. 296/2026/ND-CP
In addition to beneficial ownership requirements, Decree No. 296/2026/ND-CP introduces several other changes that businesses should take into consideration.
Electronic enterprise registration documents have legal validity equivalent to paper documents
The Decree provides that enterprise registration dossiers submitted online in the form of electronic documents or electronic data have the same legal validity as paper-based enterprise registration dossiers.
This provision further promotes the digitalization of enterprise registration procedures and reduces reliance on physical documents during the registration process.
Enhanced electronic authentication for enterprise registration procedures
Authorized persons and persons authorized to carry out enterprise registration procedures are responsible before the law for the legality, accuracy and truthfulness of the authorization.
In addition, electronic authentication is required for certain important procedures, including enterprise establishment, changes to the legal representative, changes to the owner or members, and certain changes relating to shareholders.
Businesses should therefore review their internal authorization and electronic authentication procedures to ensure that relevant personnel can properly carry out online enterprise registration procedures.
New requirements concerning suspension of business operations
Decree No. 296/2026/ND-CP provides that each period of business suspension may not exceed 12 months, while the total consecutive period of business suspension may not exceed 24 months.
In particular, within five working days from the expiry of the notified suspension period, the legal representative must confirm the resumption of business operations and undertake that the enterprise has fully complied with its enterprise registration obligations.
If the enterprise fails to provide such confirmation, the business registration authority may request the enterprise to provide a report. Where the enterprise fails to submit the required report within the prescribed period, this may result in the revocation of its Enterprise Registration Certificate and the requirement to carry out dissolution procedures.
Enterprises currently suspending their business operations should therefore carefully monitor their suspension periods and related statutory deadlines.
- Additional flexibility for foreign investors in establishing enterprises
Another notable development for foreign investors is that Decree No. 296/2026/ND-CP provides for cases where a foreign investor establishes an enterprise before completing the procedure for obtaining or amending an Investment Registration Certificate (IRC) in accordance with investment regulations.
In such cases, the enterprise registration dossier does not require a copy of the Investment Registration Certificate.
Instead, the application for enterprise registration must include a commitment to satisfy market access conditions applicable to foreign investors in accordance with Vietnamese law.
This mechanism may provide additional flexibility in certain investment transactions and corporate restructuring arrangements involving foreign investors.
However, investors should still assess the requirements under investment laws, sector-specific regulations and foreign market access conditions before determining the appropriate implementation structure.
- What should businesses do following the entry into force of Decree No. 296/2026/ND-CP?
From a corporate governance and compliance perspective, businesses should consider taking the following steps:
First, review the enterprise’s entire direct and indirect ownership structure.
Second, identify the individual who ultimately owns or exercises effective control over the enterprise based on the new criteria.
Third, for foreign-invested enterprises, review the ownership structure of the foreign parent company and intermediary entities until the ultimate individual owner or controller is identified.
Fourth, review the information currently registered with the business registration authority to ensure consistency between the enterprise registration records, actual ownership structure and beneficial ownership information.
Fifth, enterprises currently suspending business operations should establish an internal mechanism to monitor suspension periods and the deadline for confirming resumption of business operations.
Sixth, businesses should review their internal authorization procedures and electronic authentication arrangements for enterprise registration matters.
- MLT Lawyers – Supporting Businesses in Complying with the New Regulations
Decree No. 296/2026/ND-CP took effect on 23 July 2026 and directly affects various enterprise registration, amendment and corporate information management procedures.
In particular, for enterprises with complex ownership structures or foreign investment, identifying the beneficial owner may require a comprehensive review of the entire ownership chain and actual control arrangements.
MLT Lawyers provides legal advisory and support services to businesses in connection with:
- Reviewing direct and indirect ownership structures;
- Identifying and declaring beneficial ownership information;
- Advising on updates to enterprise registration information;
- Handling procedures for changes to enterprise registration contents;
- Advising on corporate structuring and restructuring;
- Providing legal advice to foreign-invested enterprises;
- Reviewing and updating corporate legal records to ensure compliance with new regulatory requirements.
Has your business reviewed its beneficial ownership information under the new regulations?
MLT Lawyers is ready to assist businesses in reviewing their ownership structures, identifying applicable disclosure obligations and developing an appropriate compliance strategy based on the specific corporate structure and circumstances of each enterprise.
Legal Basis
- Decree No. 296/2026/ND-CP dated 23 July 2026 of the Government, amending and supplementing certain provisions of Decree No. 168/2025/ND-CP on enterprise registration;
- Decree No. 168/2025/ND-CP dated 30 June 2025 of the Government on enterprise registration;
- Law on Enterprises No. 59/2020/QH14 and its amendments and implementing regulations.
Disclaimer: This article is provided for general legal information purposes only and does not constitute legal advice for any specific case. The application of Vietnamese law should be assessed based on the specific facts, ownership structure and legal status of each enterprise.
Contact MLT Lawyers today for detailed consultation and tailored legal solutions to ensure your business complies fully with Vietnam’s Personal Data Protection Law 2025.
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