Article by Mr. Dang Hoan My & Ms. Vu Pham Huyen My - Indochine Counsel
New Enterprise Regulations in Vietnam
The Vietnamese Government is stepping up its efforts to advance digital transformation and strengthen anti-money laundering (AML) safeguards in order to build a transparent and resilient financial system. These efforts have driven significant regulatory changes across various sectors, including the enterprise sector. Among these changes, the most notable new requirements, clearly reflecting the Government’s priorities, are the disclosure of Ultimate Beneficial Owners (UBOs) and the registration of enterprise VNeID accounts.
Requirement on UBO Disclosure
The concept of the UBO was introduced in the Amended Law on Enterprises 2025 and clarified in Decree 168/2025/ND-CP with two categories:
i) Direct UBO: Individuals who either (i) directly own at least 25% of the charter capital or voting shares of an enterprise, or (ii) have the ability to control key corporate decisions (e.g., appointment of key executives, amendment of charter, or corporate restructuring).
ii) Indirect UBO: Individuals who own at least 25% of the charter capital or voting shares through another legal entity. For instance, a foreign individual who wholly owns an offshore company that, in turn, wholly owns a Vietnamese subsidiary, is deemed the indirect UBO of the Vietnamese company.
Based on these criteria, enterprises must declare information on direct UBOs and on organizational shareholders holding at least 25% of the voting shares in a joint-stock company. Indirect UBO disclosure is not yet mandatory, though it may become so as Vietnam continues to align with global AML standards.
Requirement on Enterprise VNeID Account Registration
The new rules also require enterprises to obtain an enterprise VNeID account, which serves as the company’s official digital identity for conducting administrative procedures on national portals. Currently, the system has been rolled out for tax filings and is expected to expand across other areas of state–business interaction in the near future.
However, the enterprises with foreign legal representatives is currently facing practical hurdles. Since an enterprise VNeID account can only be obtained if the legal representative has a personal VNeID Level 2 account. For foreigner, the personal VNeID account is only granted to individuals holding a valid temporary or permanent residence card issued in Vietnam. Many foreign legal representatives, however, are non-residents, making it difficult for the enterprises to satisfy this requirement. As such, this requirement is posing practical challenges for enterprises with foreign legal representatives in completing the registration of their enterprise VNeID accounts.
Conclusion
The tightened UBO disclosure rules mean that investors planning to establish enterprises in Vietnam should carefully review ownership structures and identify UBOs in advance to ensure timely compliance. Although indirect UBO disclosure is not yet mandatory, investors should stay informed as future reforms may expand the scope of obligations.
For investors intending to appoint foreign individuals as legal representatives, it is advisable to secure personal VNeID Level 2 accounts for them as early as possible. Doing so will facilitate enterprise VNeID registration upon establishment and reduce risks of administrative delays in dealings with state authorities.
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