Owners benefit from businesses according to new regulations

Legal Consulting Department of Lao Dong Newspaper answers:

Article 3 of Decree 296/2026/ND-CP (effective from July 23, 2026) amending and supplementing Article 17 of Decree No. 168/2025/ND-CP stipulates as follows:

The beneficial owner of a business with legal status is one or more individuals directly or indirectly owning or ultimately controlling that business in practice, excluding individuals representing state capital in the business (hereinafter referred to as the beneficial owner of the business). The beneficial owner is one or more individuals defined as follows:

1. Individuals directly or indirectly or both directly and indirectly owning 25% or 25% or more of the total number of voting shares of the enterprise.

The indirect owner is an individual who owns 25% or more of the charter capital or 25% or more of the total number of voting shares of the enterprise through organizations or other legal agreements.

In case a group of individuals has family relations as prescribed in Clause 22, Article 4 of the Enterprise Law or a contract jointly owns directly or indirectly or both directly and indirectly 25% or more of the charter capital or 25% or more of the total number of voting shares of the enterprise, the enterprise identifies the individuals in this group as beneficial owners of the enterprise.

For partnerships, all partnership members are beneficial owners of the enterprise regardless of their charter capital contribution ratio or voting rights in the enterprise.

2. In case an individual does not meet the criteria specified in Clause 1 of this Article, or there is evidence that the individual identified according to the criteria specified in Clause 1 of this Article is not the beneficial owner of the enterprise, the enterprise determines the beneficial owner through other methods according to law or in practice. Control is exercised through one or more of the following rights: The right to appoint, dismiss or dismiss a majority or all members or chairmen of the board of directors, a majority or all members or chairmen of the board of directors, directors, general directors; amending and supplementing the charter of the enterprise; changing the organizational structure; deciding on financial policies, investment and operations of the enterprise; reorganizing, dissolving the enterprise.

3. In case no individual meets the criteria in Clauses 1 and 2 of this Article, the enterprise identifies an individual as the enterprise manager with the greatest authority to act on behalf of the enterprise, except in cases where an individual represents state capital in the enterprise.

Thus, from July 23, 2026, the determination of beneficial owners of enterprises will be carried out according to the above regulations.