Vietnam Decrees 296 & 288: What Foreign Investors Need to Know

The Gap Between Corporate Records and Actual Ownership Has Always Existed. Vietnam’s New Regulations Are Designed to Close It.

For years, beneficial ownership disclosure in Vietnam was primarily an obligation on financial institutions and reporting entities. Enterprises themselves were not required to declare beneficial ownership information as part of their registration filings. That has changed. 

On 23 July 2026, Vietnam’s Decree 296 replaced the rules for identifying who owns and controls a company. It expressly prohibits contributing capital in your own name on someone else’s behalf and requires enterprises to trace ownership layer by layer to an individual. Under Decree 288, in force from 21 July 2026, getting it wrong carries fines of up to VND 100 million.

Vietnam’s New Beneficial Ownership Regulations: What Has Changed?

Three significant changes distinguish the new framework from what came before.

1. Beneficial ownership identification is now part of enterprise registration

Previously, enterprises were not required to declare beneficial ownership information in their registration filings. Anti-money laundering obligations rested with credit institutions and relevant service providers, not the enterprises themselves. 

From July 2026, beneficial ownership information forms part of an application for enterprise establishment or, where required, a filing for changes to enterprise registration information. Enterprises must identify, declare and retain up-to-date information as a matter of regulatory obligation.

2. The identification process is more detailed and follows a defined sequence

Decree No. 296/2026/ND-CP requires enterprises to work through their ownership structure level by level until the individual who ultimately owns or controls the enterprise is identified. The process is carried out in three steps. 

Step 1: Identification based on ownership: An individual who directly, indirectly, or both directly and indirectly holds at least 25% of charter capital or voting shares. Ownership interests held through multiple levels, and multiple branches must be calculated and aggregated. Groups of individuals related by family ties or who jointly own at least 25% pursuant to an agreement are also covered. 

Step 2: Identification based on control: If no individual meets the ownership threshold, or where there are grounds to conclude that an individual meeting the threshold is not the ultimate beneficial owner, the enterprise must identify the individual who has power to control the management structure, charter, organisational structure, financial and investment policies, or any reorganisation or dissolution. 

Step 3: Identification of the most senior managing individual: Only where no individual can be identified under either of the above criteria may the enterprise identify the individual holding the highest level of managerial authority to act on behalf of the enterprise.

3. Penalties are more specific and higher than before

Decree No. 288/2026/ND-CP introduces defined sanctions for a range of violations. Fines imposed on organisations may reach VND 100 million. 

Key penalties include:

• VND 70 million to VND 100 million for an enterprise established before 1 July 2025 that fails to supplement beneficial ownership information when next carrying out registration or change procedures.
• VND 30 million to VND 70 million for providing false or inaccurate beneficial ownership information, or for failing to notify changes.
• Late notification of beneficial owner changes: a warning for 1-10 days late; VND 10 million to VND 20 million for 11-30 days late; VND 30 million to VND 40 million for 31-90 days late; and VND 50 million to VND 60 million for 91 days or more.
• VND 40 million to VND 70 million for failure to retain the List of Beneficial Owners as required.
• Registry requests: VND 10 million to VND 30 million for providing insufficient information or providing it late, and VND 50 million to VND 70 million for failing to provide information or providing untruthful information.

What This Means if You Onboard or Do Business With Vietnamese Companies

Vietnamese companies now have a legal duty to identify the individuals behind them, and Decree 296 expressly prohibits contributing capital in your own name on someone else’s behalf. That raises the bar for your own due diligence. A register showing one local name is not, on its own, evidence of who ultimately owns the company, and the ban does not remove the need to check. Two questions for your next Vietnamese onboarding: does your file go beyond the first shareholder layer? And can you show how you reached your UBO conclusion? 

What Foreign Investors Should Do to Comply

Compliance with the beneficial ownership regime is a data and governance challenge as much as a legal one. Completing the registration form at the point of filing is not sufficient if the underlying ownership information has not been structured, verified and maintained throughout the year. 

Practical steps to consider:

• Map ownership to the ultimate individual level: Prepare an ownership chart that separately identifies each branch of direct and indirect ownership, along with voting rights. The chart must be capable of supporting the three-step identification process required by Decree No. 296/2026/ND-CP.
• Review all instruments that may give rise to effective control: This includes the corporate charter, shareholders’ agreements, fund management agreements, powers of attorney, and any veto or appointment rights. Ownership percentage alone is not the end of the analysis.
• Establish an update mechanism with parent companies and investors: Require relevant parties to provide information on a periodic basis and to notify any transfer, restructuring or change of control promptly, so that the 10-day notification deadline can be met.
• Maintain records of the methodology used: This should include calculations of ownership percentages through each level, identification documents, and the basis for the conclusion reached where no individual meets the 25% threshold. These records form part of the evidential basis for the beneficial ownership determination.
• Designate an internal point of contact: Someone should be responsible for monitoring the 10-day notification deadline and coordinating across the legal, corporate secretarial, and tax functions, as well as any overseas record-keeping teams.

How AsiaVerify Supports UBO Checks for Vietnamese Companies

AsiaVerify provides corporate verification and risk intelligence across 14 APAC markets, including Vietnam. For Vietnamese companies, UBO Discovery retrieves ownership data from the in-country registry and traces ownership layer by layer, using an ownership threshold you set, to identify ultimate beneficial owners. Cross-border tracing is supported where a corporate shareholder is registered in another jurisdiction covered by AsiaVerify. 

This helps teams onboarding Vietnamese counterparties move beyond the first shareholder layer and document how they reached their UBO conclusion. 

Explore UBO Discovery for Vietnam