1. Main Contents

- Mandatory Declaration and Retention of "Beneficial Owner" Information: A beneficial owner is defined as an individual who holds actual ownership of the charter capital or exercises control over the enterprise. Enterprises are obligated to collect, update, retain, and provide this information to state authorities upon request. Managing state authorities will store this information in the National Business Registration System for anti-money laundering purposes and will provide it free of charge to competent agencies upon request.

 (Legal basis: Clause 2, Article 1 of Law No. 76/2025/QH15 (adding Clause 5a to Article 8 of the Law on Enterprises))

- Strict Handling of False Charter Capital Declarations: The law officially prohibits enterprises from failing to fully contribute charter capital as committed while intentionally omitting procedures to register a reduction in charter capital. Furthermore, intentionally overvaluing contributed assets relative to their actual value is classified as a severe violation.

 (Legal basis: Clause 5, Article 1 of Law No. 76/2025/QH15 (amending and supplementing Clause 5, Article 16 of the Law on Enterprises))

- Expanding Prohibited Categories from Enterprise Establishment and Management: The law specifies and expands prohibited categories to include cadres, civil servants, and public employees (except where permitted by laws on science, technology, and digital transformation). Additionally, individuals under temporary detention or undergoing administrative handling measures at compulsory rehabilitation centers or compulsory educational institutions are prohibited from participating in enterprise management.

(Legal basis: Clause 6, Article 1 of Law No. 76/2025/QH15 (amending and supplementing Article 17 of the Law on Enterprises))

2. Major Impacts

These new regulations mark a fundamental shift toward transparency in corporate ownership structures. They compel organizations to dismantle "cross-ownership" or "nominee ownership" schemes by accurately declaring the ultimate beneficial owner.

Simultaneously, stricter enforcement against non-contribution of committed charter capital will eliminate "phantom capital" registered merely to inflate financial capacity. This cleanses the business environment and reduces fraud risks for commercial partners.

3. Non-Compliance Risks

- Rejection of Registration Dossiers: Business registration authorities will reject applications for changes to business registration details (for LLCs and non-listed joint stock companies) if the dossier lacks the list and information of Beneficial Owners.

- Personal Liability of Legal Representatives: Legal representatives face personal liability, including compensation or statutory penalties for damages resulting from failing to truthfully collect and update corporate data.

- Inspection and Penalty Exposure: Enterprises maintaining unbacked charter capital levels while ignoring statutory procedures to register capital reductions risk administrative fines, inspections, and enforcement measures.

4. Practical Cases & Transitional Rules

- Transitional Provisions for Pre-Existing Enterprises: Enterprises established before July 1, 2025, are not required to conduct a separate procedure solely to update beneficial owner information immediately. Updating this information can be integrated into the enterprise's next application or notice of changes to business registration details following that milestone date. 

(Legal basis: Clause 1, Article 3 of Law No. 76/2025/QH15)

- 5-Year Information Retention Requirement: Enterprises and corporate managers must establish record-keeping protocols to retain beneficial owner information for at least 5 years, even after the enterprise has completed dissolution or bankruptcy procedures, to accommodate government verification requests.

 (Legal basis: Clause 26, Article 1 of Law No. 76/2025/QH15 (adding Clause 1 to Article 216 of the Law on Enterprises))