Along with the increasing requirements for transparency in corporate ownership structures and governance activities, regulations on identifying, declaring and notifying beneficial ownership information are imposing more specific obligations on enterprises. Under Decree No. 296/2026/ND-CP, the identification of beneficial owners is based not only on ownership percentages of charter capital and shares, but also on actual control over important corporate decisions. So, what criteria must enterprises use to identify beneficial owners? How should the relevant information be declared, and what should enterprises pay attention to when applying the new regulations? The following article provides detailed guidance on the key requirements that enterprises need to understand to ensure compliance.

1. New Regulations on Declaring Beneficial Ownership Information of Enterprises from July 23, 2026

As of July 23, 2026, Decree No. 296/2026/ND-CP officially takes effect, amending and supplementing a number of provisions of Decree No. 168/2025/ND-CP on enterprise registration. One of the notable changes concerns the regulations on identifying, declaring and notifying beneficial ownership information of enterprises.

Accordingly, enterprises are responsible for reviewing their ownership structures, identifying individuals who directly or indirectly ultimately own or exercise actual control over the enterprise, and declaring the relevant information to the Business Registration Authority in accordance with applicable regulations.

To help enterprises proactively fulfill their obligations, this article analyzes the key changes to the criteria for identifying beneficial owners, the procedures for declaring such information, and the transitional provisions that require particular attention.

2. How Are Beneficial Owners of Enterprises Identified?

Pursuant to Article 17 of Decree No. 168/2025/ND-CP, as amended and supplemented by Article 3 of Decree No. 296/2026/ND-CP, a beneficial owner of an enterprise having legal entity status is one or more individuals who ultimately directly or indirectly own or exercise actual control over that enterprise. Beneficial owners are identified based on the following criteria:

2.1. Individuals owning at least 25% of charter capital or voting shares

An individual is identified as a beneficial owner if they directly, indirectly, or through a combination of direct and indirect ownership, hold at least 25% of the enterprise’s charter capital or at least 25% of the total voting shares.

In the case of indirect ownership, an individual may hold ownership rights through other organizations or legal arrangements.

In addition, where a group of individuals who have family relationships as defined under the 2020 Law on Enterprises, or who have entered into an agreement to jointly own at least 25% of the charter capital or voting shares, the enterprise must identify the individuals in that group as beneficial owners.

Note: For partnerships, all general partners are identified as beneficial owners, regardless of their capital contribution ratios or voting rights.

2.2. Individuals exercising actual control over the enterprise

Where no individual meets the above ownership criteria, or there are grounds to believe that an individual identified based on the ownership criteria is not the actual beneficial owner, the enterprise must continue identifying individuals who exercise controlling influence through other means, whether under the law or in practice.

Such control rights may include:

• Appointing, dismissing or removing the majority or all members or the Chairperson of the Board of Directors or Members’ Council, the Director or the General Director.

• Deciding on amendments or supplements to the enterprise’s charter.

• Deciding on changes to the organizational structure.

• Deciding on the enterprise’s financial, investment and operational policies.

• Deciding on the reorganization or dissolution of the enterprise.

Therefore, the identification of beneficial owners must not be based solely on capital contribution or shareholding percentages. Enterprises must also assess the actual extent of an individual’s influence over and control of the enterprise’s operations.

2.3. The enterprise manager with the highest level of authority

Where no individual meets either of the two groups of criteria relating to ownership and actual control, the enterprise must identify an individual who is the manager with the highest level of authority and is authorized to act on behalf of the enterprise.

This provision does not apply to individuals representing state capital contributions in enterprises.

3. Procedures for Declaring and Notifying Beneficial Ownership Information

Under Article 18 of Decree No. 168/2025/ND-CP, as amended by Article 4 of Decree No. 296/2026/ND-CP, enterprise founders and enterprises are responsible for identifying beneficial owners and declaring and notifying the relevant information to the Business Registration Authority. The declaration process is carried out through the following steps:

Step 1: Identify individuals who meet the ownership criteria.

The enterprise reviews its ownership structure to identify individuals who directly or indirectly own at least 25% of its charter capital or at least 25% of the total voting shares.

Step 2: Identify individuals exercising actual control, where necessary.

If no individual meets the ownership criteria, or there are grounds to believe that the individual identified under those criteria is not the actual beneficial owner, the enterprise must continue identifying one or more individuals who exercise controlling influence based on the actual control criteria.

Step 3: Identify the manager with the highest level of authority.

If no individual meets either of the two groups of criteria mentioned above, the enterprise must declare the information of the manager with the highest level of authority who is authorized to act on behalf of the enterprise.

In particular, enterprises must review each level of their ownership structure until they identify the individual who ultimately owns or exercises actual control over the enterprise. Where the ownership structure involves a legal arrangement governed by anti-money laundering legislation, the beneficial owner of that arrangement must be identified in accordance with the corresponding legal provisions.

4. Transitional Provisions Enterprises Should Note Under Decree No. 296/2026/ND-CP

In addition to the regulations on beneficial owners, Decree No. 296/2026/ND-CP also adjusts certain transitional provisions relating to the duration of business suspension.

4.1. The total continuous period of business suspension must not exceed 24 months

The provision limiting the total continuous period of business suspension to no more than 24 months also applies to enterprises that notified the authorities of their business suspension before Decree No. 296/2026/ND-CP took effect.

Specifically:

• Where the total period has not exceeded 24 months: The enterprise may continue registering for business suspension, provided that the total continuous suspension period, including the period previously registered, does not exceed 24 months.

• Where the total period has already exceeded 24 months: The enterprise is not permitted to register for any further business suspension after the expiry of the most recently notified suspension period.

4.2. Regulations on confirmation of resumption of business operations

For enterprises that notify the authorities of their business suspension from the effective date of Decree No. 296/2026/ND-CP onward, the regulations on confirming the resumption of business operations upon expiry of the suspension period shall be applied in accordance with Clause 3, Article 11 of this Decree.

Therefore, enterprises should closely monitor their registered suspension periods and proactively complete the relevant procedures to avoid affecting their legal status and business operations.

5. What Should Enterprises Prepare to Comply with the New Regulations?

The amendments under Decree No. 296/2026/ND-CP demonstrate increasingly clear requirements for transparency in corporate ownership structures and control rights. To minimize errors during the declaration process, enterprises should proactively:

• Review the list of capital-contributing members, shareholders and their actual ownership percentages.

• Examine all levels of indirect ownership through organizations or legal arrangements.

• Assess the actual control rights exercised by individuals, particularly their authority to appoint management personnel and determine operational policies.

• Correctly identify individuals who qualify as beneficial owners in accordance with the prescribed order of priority.

• Prepare and retain relevant information and supporting documents for declaring and notifying the Business Registration Authority.

• Monitor changes in ownership structures and control rights to ensure that information is updated promptly in accordance with regulations.

6. Conclusion

Decree No. 296/2026/ND-CP introduces important guidance on identifying and declaring beneficial ownership information, emphasizing the need to identify individuals who ultimately own or exercise actual control over an enterprise, rather than relying solely on capital contribution percentages. Enterprises should proactively review their ownership structures, control rights and management information to ensure that declarations are accurate and complete. Timely compliance not only helps minimize legal risks but also contributes to greater transparency in corporate governance and business operations.