Vietnam Introduces Mandatory UBO Disclosure Rules Under Decree 296/2026

Vietnam has strengthened its beneficial ownership requirements through Decree No. 296/2026/ND-CP, introducing mandatory identification and disclosure of ultimate beneficial owners (UBOs). Effective from 23 July 2026, the decree replaces the previous “if any” approach with a structured process requiring enterprises to actively determine who ultimately owns or controls them.

Businesses must now review their entire ownership chain rather than rely solely on shareholder registers. An individual may qualify as a beneficial owner by directly or indirectly holding at least 25% of charter capital or voting rights. Family members or individuals acting together may also meet the threshold collectively, while all general partners of partnerships are considered beneficial owners.

Where no individual meets the ownership threshold, companies must identify who exercises effective control. Relevant indicators include the authority to appoint or remove senior management, amend company charters, change organizational structures, determine financial or operational policies, or approve reorganization or dissolution.

If neither ownership nor control identifies a UBO, the individual with the highest managerial authority authorized to act for the enterprise must be reported, excluding representatives of state capital.

Reporting obligations differ by incorporation date. Enterprises established on or after 1 July 2025 must declare beneficial ownership during registration. Older businesses that have not previously disclosed a UBO must provide the information during their next registration update. Companies that have already submitted UBO information must report subsequent changes within 10 days.

Where legal arrangements fall under Vietnam’s AML framework, enterprises must apply relevant AML requirements when identifying beneficial owners.

The reform turns UBO disclosure into an ongoing compliance responsibility. Businesses should map complex ownership structures, retain evidence supporting their determinations and establish procedures for continuously monitoring ownership and control changes.

Global Precedents in Beneficial Ownership Disclosure Reforms

Vietnam’s reforms reflect a broader global shift toward greater corporate transparency. The UK operates its People with Significant Control framework, while FATF has strengthened beneficial ownership standards under Recommendation 24. Other jurisdictions have also expanded UBO reporting requirements to prevent anonymous companies from facilitating money laundering, corruption and financial crime.