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During the operation of foreign-invested enterprises (FDI) in Vietnam, a common question often arises: when conducting import or export activities, do companies need to register HS codes in their Investment Registration Certificate (IRC) or Enterprise Registration Certificate (ERC)? In practice, many companies encounter difficulties related to this issue, especially those established many years ago when the legal regulations on import, export, and distribution rights were managed differently from the current framework. In a recent case we advised on, an FDI company obtained its Investment Registration Certificate more than 18 years ago. In the old investment license, the licensing authority specifically listed the HS codes of goods that the company was allowed to import. However, when the company later imported several new products, it did not review the HS code list stated in the license. As a result, the shipment was temporarily held by the customs authority because the HS codes of the imported goods were not included in the list recorded in the investment license. This situation raises an important question: is it still necessary to register HS codes in the investment license today?
In investment and business activities in Vietnam, the individuals whose names appear in corporate records are not always the ones who ultimately control or benefit from the enterprise. In practice, many investment structures involve nominee arrangements, where a person holds shares or acts as the legal representative on behalf of the actual investor. However, with the global trend toward greater transparency in corporate governance and anti-money laundering (AML) compliance, the concept of the “Beneficial Owner” (BO) has become increasingly significant under Vietnamese law. Identifying the individual who ultimately owns or controls a company is no longer merely a matter of internal governance; it may also give rise to legal responsibilities and financial obligations for that individual. This article analyzes the concept of beneficial ownership, the legal risks associated with nominee arrangements in Vietnam, and recent regulatory trends that investors should take into consideration.