The amended and supplemented Law on Enterprises 2025, approved by the 15th National Assembly on June 17, 2025, has introduced many new regulations related to the identification, declaration, notification and storage of information about the beneficial owner of the enterprise. These regulations are intended to increase transparency in business operations, especially in identifying individuals or organizations that actually benefit from the business's operations. This article will analyze the points that businesses need to pay attention to to properly comply with the regulations on social security in accordance with the current enterprise law.
1. Understand the concept and criteria for determining the beneficial owner
A beneficial owner is defined as an individual who meets one of the following criteria:
(1) Direct ownership of 25% or more of the charter capital of the enterprise (applicable to limited liability companies and partnerships).
(2) Directly owning 25% or more of the total number of voting shares of the enterprise (applicable to joint-stock companies).
(3) Indirectly owning 25% or more of charter capital or shares with voting rights through other organizations.
(4) Have control over important corporate decisions, such as through member/shareholder agreements, veto powers, or a special role as a founding shareholder.
Enterprises need to clearly define the information system based on these criteria to ensure accurate declaration and notification of information. For example, in the case of a two-member limited liability company with a charter capital of VND 1 billion, if member A contributes VND 800 million (accounting for 80%), then A is considered as a commercial company. Similarly, in a joint-stock company, shareholders who own 25% or more of shares with voting rights will be considered as beneficial owners.
However, businesses need to consider both direct and indirect ownership. The determination of indirect ownership requires enterprises to calculate the ownership rate through the ownership chain, multiply the ownership ratios at each ownership level to come up with the corresponding ratio. In addition, dominance is based not only on the ratio of capital but also through special agreements or the role of individuals in the company, such as the veto power of the board of directors.
2. Enterprises must comply with regulations on environmental protection
Not all types of businesses are required to declare, notify and store information on social information. According to the current enterprise law, enterprises of the following types must perform this obligation, including:
- Limited liability company (one member or two or more members).
- Joint stock companies (except for listed companies or companies registered for securities trading).
- Partnership.
On the contrary, the following enterprises are not required to declare or notify information on the business registration system to the provincial business registration agency:
- State-owned enterprises.
- Sole proprietorship.
- The company is listed.
- The company is registered for securities trading.
These regulations force enterprises to clearly define their type to know whether they are subject to the declaration of environmental protection in order to comply in practice.
However, there is still no specific guidance from the competent authorities on the declaration of specific enterprises that are not licensed by the corporate law such as law firms, auditing firms, and banks.
3. Obligation to declare and notify information of the customer service
Enterprises must fulfill the obligations to declare, notify and store information in accordance with the provisions of Decree No. 168/2025/ND-CP and Circular No. 68/2025/TT-BTC. These obligations include:
3.1. Declaration of information on the establishment of the enterprise
- Time of implementation: The founder of the enterprise must declare the information of the customer service at the time of establishment registration.
- How to declare: Information is filled in Form No. 3 (section 11) or Form No. 10 of Circular No. 68/2025/TT-BTC, including information such as full name, date of birth, gender, number of legal documents, capital/share ownership ratio, and controlling rights (if any).
- Example: For a limited liability company, the enterprise needs to determine that the member owns 25% or more of the charter capital or has the right to dominate and declare in columns 9 and 11 of Form No. 10.
3.2. Notice of change of customer information
- Time of implementation: Enterprises must notify the change of information of the customer service in the following cases:
(1) When there is a change in the contents of enterprise registration (e.g. change of charter capital, transfer of shares, change of members).
(2) Within 10 days from the completion of the change, if the change results in the arising or change of beneficial owners information.
(3) For enterprises established before July 1, 2025, they must supplement their information from this date.
- Method of notification: Use Form No. 12 (sections a, b) or Form No. 10 of Circular No. 68/2025/TT-BTC. Enterprises need to clearly state the ownership ratio or controlling rights and attach relevant documents.
3.3. Storage of information
The enterprise must fully store the information of the business registration document and provide it when requested by the business registration authority. The information to be stored includes: personal information of the customer (full name, date of birth, legal documents), capital/share ownership ratio, and controlling rights.
Businesses need to pay attention to ensuring that the declared information is accurate and complete, because errors can lead to violations of the law. In addition, for joint-stock companies, it is necessary to clearly identify shareholders who are organizations that own 25% or more of the total number of shares with voting rights to declare according to Form No. 11.
Ministry of Finance. Source: Government News
4. Special circumstances leading to changes in beneficial owners
Enterprises need to pay special attention to cases that may change or arise information on social information. In these cases, the law also forces enterprises to declare and comply with regulations on environmental protection.
4.1. Transformation of enterprise types
The transformation of the type of enterprise can be from a single-member limited liability company to a joint-stock company or a limited liability company with two or more members or vice versa. In fact, when a single-member limited liability company mobilizes additional capital from other organizations or individuals to transform into a joint-stock company, the enterprise must declare new information according to Form No. 10.
When converting, the enterprise needs to determine the financial system based on the new charter capital ratio or dominant right and declare it according to Form No. 3 (section 11) or Form No. 10.
The law requires that the time of changing procedures as well as declaring the dossier is within 10 days from the completion of the conversion.
4.2. Change of charter capital or shares
Changes in charter capital (increase or decrease) may result in a change in the ownership ratio of members or shareholders, thereby affecting the list of beneficial owners.
For example, in case a two-member limited liability company receives more contributed capital from a new member or reduces capital due to the return of contributed capital, it is necessary to notify the change of the beneficial owner according to Form No. 12.
4.3. Change of members or shareholders
In a partnership, if the general partner is changed, the enterprise must update the information of the general manager. In a joint-stock company, the transfer of shares leading to a change in shareholders owning 25% or more of shares with voting rights should be notified.
Enterprises need to closely monitor changes in the ownership structure or dominant rights to promptly notify the business registration authority. In addition, cases of type change or change of charter capital are often accompanied by procedures for registering changes in enterprise registration contents, so businesses can combine the beneficial owner notice to save time and costs during operation.
5. Process of carrying out beneficial owners procedures
The process of notifying or declaring beneficial owners information includes the following steps:
(1) Preparation of documents:
Enterprises need to prepare documents by filling in all the prescribed forms (Form No. 3, 10, 11, or 12 of Circular No. 68/2025/TT-BTC). At the same time, attach supporting documents (if necessary), such as legal documents of the beneficial owner or governing agreement.
(2) Application:
Submit at the provincial business registration office or through the online business registration system. When submitting an application, businesses need to carefully check the application before submitting it to avoid errors or lack of information, as this may lead to the application being rejected. The deadline for filing applications (10 days from the completion of the change) should be strictly followed to avoid violations.
(3) Processing of dossiers:
The business registration authority will receive, check and update data into the National Enterprise Registration Information System within 1 working day from the receipt of a valid dossier. However, the reality shows that the competent authority needs a lot of processing time, possibly from 3-5 working days, especially in the context of the current merger of administrative boundaries.
(4) Get results:
The enterprise will receive a Certificate of change in the enterprise registration content (if requested).
6. Notes for foreign-invested enterprises
For enterprises with foreign shareholders or investors, the determination of the beneficial owner should pay attention to the fact that (1) If the beneficial owner is a foreign shareholder, the enterprise must declare information according to Form No. 5 (Section 12) of Circular No. 68/2025/TT-BTC. (2) It is necessary to ensure that information on legal documents of foreign shareholders (such as passports, investment licenses) is provided fully and accurately. This requires the enterprise to coordinate with foreign shareholders to collect information on the dossier, as this can be more complicated due to the requirements for translation and notarization of documents used in Vietnam.
The provision on beneficial owners in the amended Law on Enterprises 2025 is an important step towards enhancing transparency and accountability in business activities in Vietnam. Enterprises need to pay special attention to the identification, declaration and notification of accurate and timely information, as well as the full storage of data as required. Understanding the criteria, processes, and timing of implementation will help businesses avoid violating the law and maintain effective business operations. Enterprises should regularly update legal information and coordinate with business registration offices and law firms to ensure full compliance with obligations related to legal services in case of necessity.
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