DECLARATION OF BENEFICIARY OWNERS: WHAT DO BUSINESSES NEED TO DO TO AVOID FINES OF UP TO 100 MILLION VND?

The enterprise has just received an official letter from the Department of Finance requesting to "identify and declare information about the beneficial owner", the deadline is only a few days, with a warning of a fine of 70 to 100 million VND? Many businesses are confused about how to declare - a situation that many businesses are facing in October 2026.

Official Letter No. 3164/DNTN-GS dated 07/10/2026 of the Department of Development of Private Enterprises and Collective Economy (Ministry of Finance) has sent localities a list of enterprises established or registered for change from 01/7/2025 but there is no information to declare beneficial owners, to prioritize inspection in the last 4 months of the year. On that basis, many Departments of Finance have issued official letters requesting enterprises to complete the declaration. 

Read more: List Of Enterprises With No Beneficial Owner Information On Record

1. Who is the beneficial owner? 

The beneficial owner is an individual who actually owns the capital or has the right to control the enterprise in fact, regardless of whether or not his or her name appears on the enterprise registration certificate. The representative of the state capital interests does not fall into this category^[1].

The main purpose is to make the ownership structure transparent and serve the prevention and combat of money laundering. Therefore, the competent state agency is requested to the Business Registration Authority to provide this information^[2].

2. Criteria for determination and application in order

Determination of beneficial owners shall comply with Article 3 of Decree 296/2026/ND-CP as follows:

The most easily overlooked point is indirect ownership. Enterprises must review each layer in the ownership structure until they meet the last individual^[6] and the order of declaration also follows the above three criteria.

See more: Decrees 296/2026/ND-CP and 288/2026/ND-CP: New regulations, stronger sanctions on declaration of beneficial owners

3. What should businesses do and when?

3.1. Newly established enterprises: submit the list of beneficial owners (if any) in the registration dossier^[7].

3.2. Enterprises established before 01/7/2025: supplement information at the same time as the latest registration of changes or notice of changes in enterprise registration contents; can actively supplement earlier if there is a need^[8].

3.3. When information changes (capital transfer, capital increase, change of parent company, etc.): notify the Business Registration Authority, except for listed companies and securities trading registration companies^[9].

3.4. New form: List of beneficiary owners according to Form No. 10 Appendix I issued together with Circular 121/2026/TT-BTC (effective from August 21, 2026).

3.5. Members must ensure full information including: full name, date of birth, nationality, ethnicity, gender, contact address, legal documents, ownership rate or information about controlling rights^[10].

3.6. Internal retention: enterprises are obliged to collect, update, retain information and provide it when requested by competent agencies^[11]; save the declared list in paper or electronic form^[12].

3.7. Whether the supplementary dossier is approved immediately or is requested to be amended depends on the assessment of the Business Registration Office where the enterprise is located, so the enterprise should submit it early so that there is still time for correction.

4. New fine level according to Decree 288/2026/ND-CP

Decree 288/2026/ND-CP takes effect on July 21, 2026, amending Decree 122/2021/ND-CP regulating sanctions in the field of planning and investment. Directly related acts:

4.1. A fine of VND 70 million to VND 100 million shall be imposed for failing to supplement information on the beneficiary owner (if any) at the latest registration/notification of change, with enterprises established before July 1, 2025^[13].

4.2. A fine of 30 million VND to 70 million VND shall be imposed for failing to notify the change of information of the beneficial owner^[14].

4.3. A fine of VND 30 million to VND 70 million shall be imposed for acts of untruthful and inaccurate declaration in the registration dossier, including information on beneficiary owners.^[15]

4.4. A fine of VND 50 million to VND 70 million shall be imposed for failing to provide, or providing false information at the request of competent agencies^[16].

4.5. In addition to fines, enterprises are still forced to supplement or register changes in information^[17]. The specific fine level in each case is decided by the competent authority, depending on the circumstances of the violation.

5. Practical checklists for businesses 

5.1. Check whether the enterprise is on the review list: it has been registered for establishment or changed since July 1, 2025 but has not declared the beneficial owner; look up on the National Business Registration Portal or contact the Business Registration Office.

5.2. Carefully read the official letter of the Department of Finance where the head office is located to submit the dossier on time.

5.3. Note the indirect and aggregate ownership ratio by family group, co-ownership contract group to compare with the threshold of 25%.

5.4. Review charters, shareholder agreements, investment contracts to find actual controlling rights (veto power, right to appoint directors, etc.).

5.5. Make a list of beneficiary owners according to the new form in Circular 121/2026/TT-BTC and submit it through the enterprise registration system.

5.6. Monitor the response of the Business Registration Office, correct the dossier if required.

5.7. Keep original records (diagrams, calculations, papers) and set up an update process every time there is a capital transfer or change of parent company.

5.8. For investors, especially foreign investors: prepare the ownership chart of the group and personal information for final control; when acquiring or contributing capital to a Vietnamese company, it is recommended to include the update of the beneficial owner in the list of things to do after the transaction.

6. Common errors

6.1. Only declare the person whose name is on the registration paper. If the member or shareholder is a company or enterprise, the individual must check and review the management representative. 

6.2. Many businesses think that the capital contribution is less than 25%, there is no need to declare. But, when no one reaches the threshold, the business still has to determine the person who has the actual dominant power, or the manager with the greatest authority.

6.3. Misunderstanding that the Company has not changed, it has not been done. Enterprises that have carried out change procedures since 01/7/2025 but leave this information blank are the group being inspected and at risk of being fined.

6.4. Use the old declaration form as Form No. 10 according to Circular 68/2025/TT-BTC.

6.5. Declared the beneficiary owner but forgot to update.

6.6. Do not keep internal records. When a state agency requests an explanation, the enterprise needs to prove why it identifies one person and not another.

7. Conclusion

Declaring the beneficial owner is not just filling out an additional form. For enterprises with institutional shareholders, foreign capital or separate shareholder agreements, identifying the right person needs time to trace and compare records. Businesses should start immediately, ahead of the deadline set by the Department of Finance where the business is located. If you have any questions, please contact Lexsol for assistance in reviewing specific cases before carrying out procedures.