From 1 July 2025, every FDI enterprise in Vietnam must declare its beneficial owner, an entirely new obligation that many foreign investors have not yet caught up with. For a foreign-invested company, whose ownership structure often runs through several layers of parent companies abroad, a single incomplete or inaccurate declaration is enough to render a freshly issued enterprise registration confirmation invalid.
Your company is 100% foreign-owned, so does this rule really apply to you, or only to large enterprises? Who exactly is the "beneficial owner" when the person truly standing behind the company sits in a parent entity several ownership layers away overseas? And if your administrative staff fill in the paperwork using an old template, could the company be unknowingly missing a newly arising obligation? These are questions many FDI business owners are asking in 2026, largely not because they have done anything wrong, but because the rules are changing faster than a company without its own legal function can keep up. This article explains clearly who must declare, how to declare, when, and the mistakes that render a filing invalid.
What a beneficial owner is and why FDI enterprises fall within the scope
Before 1 July 2025, Vietnamese law had no concept of a "beneficial owner" in the field of enterprise registration. The concept was introduced for the first time through the Law Amending and Supplementing a Number of Articles of the Law on Enterprises (Law No. 76/2025/QH15) and detailed in Decree 168/2025/NĐ-CP on enterprise registration, both effective from 1 July 2025. The aim is to meet international standards on anti-money laundering and counter-terrorist financing, after Vietnam committed to making transparent the information about the people who truly stand behind each enterprise.
One key point to grasp immediately: a beneficial owner is always an individual, a specific human being, not a parent company or a capital-contributing legal entity, and not automatically the legal representative named on the enterprise registration certificate.
This obligation attaches to an "enterprise having legal-entity status", that is, limited liability companies and joint-stock companies. This is precisely the form of almost every FDI enterprise operating in Vietnam, whether a 100% foreign-owned company, a joint venture, or a subsidiary of a foreign group. In other words, the answer to the question in the title is yes: FDI enterprises are required to declare their beneficial owner, regardless of whether they are large or small.
One point that reassures many investors: declaring a beneficial owner does not mean making that information public. Under the Law on Enterprises, information on beneficial owners is provided at the request of competent state authorities to serve anti-money laundering work, and ordinary organisations and individuals are not given this information. It is state management data, not publicly posted information.
Who is the beneficial owner of an FDI company: the 25% threshold and controlling rights
The Law defines the concept only at the level of principle and then assigns the Government to provide the detail. Therefore, to know precisely who must be declared, an enterprise must read the criteria in Decree 168/2025/NĐ-CP. The Decree sets out two groups of criteria, and meeting just one of the two is enough to be identified as a beneficial owner.
For FDI enterprises, it is the phrase "indirect ownership" that is the hard part. Decree 168/2025 explains that an individual with indirect ownership is a person who owns 25% or more of the charter capital or voting shares of the enterprise through another organisation. This means that when a company in Vietnam is held by a parent company abroad, you may not stop at the parent company, but must look through each layer of ownership to find the individual who truly holds 25% or more at the final layer. A holding structure of two or three tiers across several countries can make tracing this specific human being far more complex than for a domestic enterprise.
The Decree also specifies the group of individuals that the founder or the enterprise must declare:
| Type of enterprise | Individual to be declared as beneficial owner |
|---|---|
| Joint-stock company | A shareholder owning 25% or more of the total voting shares |
| Multi-member limited liability company, partnership | A member owning 25% or more of the charter capital |
| Single-member limited liability company | The individual who is the company owner |
Beyond the cases based on ownership ratio above, the enterprise must also self-identify and declare any individual with controlling rights under the second criterion, even where that person does not hold up to 25% of the capital. This is a point that is easily overlooked, because controlling rights may come from a shareholders' agreement, the charter or internal arrangements rather than appearing in the capital contribution ratio.
The procedure and deadlines for declaring a beneficial owner
When the declaration must be made depends on whether the enterprise is newly established or already operating. For enterprises established from 1 July 2025 onward, the list of beneficial owners is part of the establishment registration dossier and must be submitted from the outset. For FDI enterprises established before this milestone, that is, the majority of companies now operating, the law provides a softer roadmap.
As to content, the Law on Enterprises adds an obligation for the enterprise: to collect, update and retain information on its beneficial owner, and to provide it to competent state authorities upon request (Article 8). The list of beneficial owners must include the following basic information:
The dossier is filed with the provincial Business Registration Office. After declaring, the enterprise must also retain the list of beneficial owners itself, in paper or electronic form; the responsibility does not end once the filing is submitted. For a foreigner who does not yet have a Vietnamese personal identification number, the dossier must include a copy of a valid passport or a document of equivalent value to prove the personal details that have been declared.
Legal risks and common mistakes of FDI enterprises
This is a new group of obligations, so most of the risk comes not from an intention to avoid it but from unfamiliarity with the procedure. Below are the situations DEDICA sees as most likely to arise for foreign-invested enterprises.
First, wrongly assuming you fall outside the scope. Many small-scale enterprises or single-member companies believe the rule applies only to large groups. In reality, the obligation applies to every enterprise having legal-entity status, and FDI companies should be all the more attentive because they belong to a group that regulators watch closely for transparency of capital flows.
Second, identifying the wrong subject. A common mistake is to declare the foreign parent company or the legal representative in place of the individual truly standing behind, or to stop at the first parent-company layer while ignoring indirect ownership through subsequent layers. With a multi-tier holding structure, overlooking an individual who holds controlling rights at an upper layer is a very real risk.
Third, letting the administrative or HR function handle the change-of-registration dossier using an old template. When the template and process have not been updated, the dossier easily lacks the list of beneficial owners, leading to requests for amendment and supplementation and to prolonged processing time.
Fourth, and most serious, is declaring untruthfully or inaccurately. Decree 168/2025 provides that if the content declared in the enterprise registration dossier is untruthful or inaccurate, the certificate or confirmation of change issued on the basis of that dossier may be determined to be invalid, and the business registration authority notifies the tax authority and competent authorities to coordinate in handling the matter.
Fifth, forgetting to update when the ownership structure changes. A transfer of capital, the addition of a new shareholder, or a restructuring of the group abroad can all change the beneficial owner. When that happens, the enterprise has only 10 days to notify the update, a deadline that is very easy to let slip if no one is tracking it.
DEDICA's role in declaring beneficial owners for FDI enterprises
Under a retainer-based legal advisory model, that is, an outsourced legal department, DEDICA follows legal changes such as the beneficial owner obligation closely and gives enterprises early warning before deadlines, so that a new rule does not turn into a compliance failure. Specifically on this matter, we review the multi-tier ownership structure of an FDI enterprise to correctly identify the individual who is the beneficial owner, including cases of indirect ownership through a parent company abroad, prepare the list and dossier in line with the requirements, coordinate in carrying out the declaration procedure with the business registration authority, and track the 10-day milestone whenever the ownership structure changes.
The difference is that the final work product is always reviewed by an experienced lawyer before hand-over, rather than relying on a single junior legal staff member handling it alone. The team supports English and Chinese, so foreign investors face no language barrier when discussing a sensitive capital ownership structure. Placing the cost of a retainer package next to the risk of an invalidated dossier and having to redo it, most enterprises find this a far more reasonable preventive expense than the cost of resolving an incident once it has arisen.
Conclusion
FDI enterprises in Vietnam, in the form of a limited liability company or a joint-stock company, are all required to declare their beneficial owner under rules effective from 1 July 2025. There are three things to get right: first, correctly identify the individual who is the beneficial owner according to the threshold of direct or indirect ownership of 25% or more, or according to controlling rights, looking through the layers of parent companies abroad; second, declare at the right time, a new enterprise filing at establishment and an operating enterprise adding the information together with its next registration of a change; third, update within 10 days whenever the ownership structure changes. The three mistakes to avoid are assuming you fall outside the scope, misidentifying the beneficial owner by declaring the parent company or the legal representative instead of the real individual, and declaring incompletely or inaccurately so that the dossier is determined to be invalid. The most practical action right now is to review the entire ownership chain of the enterprise before the next registration of a change, so as not to have to start over.
Every FDI enterprise has its own ownership structure, and tracing the correct individual who is the beneficial owner through several layers of companies abroad is not always simple. DEDICA Law Firm accompanies enterprises as an outsourced legal department, from reviewing the ownership structure and identifying the correct subject to be declared, to carrying out the procedure and tracking the update milestones, with English and Chinese support. Contact DEDICA to have a lawyer review your enterprise's specific situation before your upcoming registration of a change.
This article is for reference based on the law in force at the time of writing. Each enterprise has a different ownership structure and legal risk profile; please consult a DEDICA lawyer for advice tailored to your specific case.
