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Vietnam – Changes to UBO Registration Requirements
Vietnam has amended its Law on Enterprise, introducing new requirements for entities to disclose Ultimate Beneficial Owner (UBO) information. These requirements, effective from the 1st of July 2025, represent a significant step in Vietnam’s efforts to enhance corporate transparency and align with international business standards.
Applicability
The UBO disclosure requirements apply to Companies and Branches incorporated under the Law on Enterprises. Representative Offices are exempt from these provisions. This regulation affects both new entity incorporations and existing entities making changes to their business information.
Definition of UBO
Under Law No. 76, a UBO is defined as an individual who:
- Directly or indirectly owns 25% or more of the enterprise’s charter capital or voting shares.
- Has the right to control key decisions in the enterprise, including:
- Appointment or removal of the majority of the Board of Directors, Chairperson, legal representatives, or top executives
- Amendment of the enterprise charter
- Changes to the organization structure
- Reorganization or dissolution of the enterprise
This definition excludes representatives of state-owned enterprises and state capital in joint stock or multi-member limited liability companies.
Registration Requirements
1. Initial UBO Registration:
- Enterprises incorporated before the 1st of July 2025: Must register UBO information when making any changes to their business registration information.
- Enterprises incorporated after the 1st of July 2025: Must register UBO information during the incorporation process.
2. Ongoing Requirements:
- Notify the Department of Finance of any changes to UBO information within 10 days.
- Joint stock companies must declare information about institutional shareholders holding 25% or more of voting shares.
- If no UBO is identified, the enterprise must declare this fact.
Required UBO Information
Entities must provide comprehensive UBO details to the Department of Finance, including full name, date of birth, nationality, gender, contact address, ownership ratio, and identification documents.
Public Availability of UBO Information
UBO information will not be publicly available. Only competent authorities are permitted to request this information from business registration authorities.
The Risks of Non-Compliance
- Monetary sanctions of up to VND30,000,000.
- Delay in processing applications for establishing an enterprise or amending business registration information until UBO is registered.
How Mercator® by Citco Can Help
Mercator offers comprehensive assistance with the UBO registration process, transfer of entity for annual UBO maintenance, and preparation of internal UBO register.
Contact mercator@citco.com for more information.
