Since 1 July 2025, the new law amending the Enterprise Law of Vietnam (the “amended Enterprise Law”) and its guiding documents, Decree 168, which introduces for the first time the legal concept of the “ultimate beneficial owner (“UBO”)” in the Vietnamese law. This legal development marks a significant step toward greater corporate transparency and prevention of financial crimes, while also aligning Vietnam’s regulatory framework with international standards.
The UBO generally refers to any individual who ultimately holds ownership of charter capital or exercises de facto control over an enterprise. Under Decree 168, a UBO is any individual who:
- Directly owns at least 25% of the charter capital of a company, or indirectly owns the same percentage through one or more intermediary entities; or
- Exercises significant control over key corporate decisions, for instance, the appointment or removal of a majority or of all members of the Management Board, the legal representative, the director/general director, or decisions relating to the restructuring or dissolution of the company.
All enterprises are required to proactively identify, collect, and declare the UBO information to the provincial Business Registration Division (BRD).
UBO information must be submitted to the BRD either upon the enterprise’s incorporation or whenever an update is filed during the course of the enterprise’s operations. It is essential to clearly identify and document the ultimate ownership chain, prepare the necessary disclosures, and ensure full compliance to mitigate risks and avoid potential business disruptions.
Foreign investors should exercise caution, especially in cases involving complex ownership structures where UBOs may be obscured by intermediary entities. Businesses should review their corporate structures now to ensure timely UBO compliance ahead of the deadline.
If you need assistance, RBA WTS Vietnam is ready to provide expert guidance to meet your needs. Please contact us for support or a personalized consultation.
