Vietnam Beneficial Ownership Crackdown: 42,911 Companies Flagged for Inspection, Fines up to VND 100 Million (Official Letter 3164/DNTN-GS)

Updated: October 2026

1. The Ministry of Finance has sent provinces a list of 42,911 companies with no beneficial owner declaration

On 7 October 2026, the Agency for Private Enterprise and Collective Economy Development under the Ministry of Finance issued Official Letter No. 3164/DNTN-GS to the Departments of Finance of all provinces and cities. Attached is a list of 42,911 enterprises that were established or registered changes from 1 July 2025 onwards but have no beneficial owner (BO) information on file.

These enterprises are the priority targets for inspection. The letter asks provincial business registration offices to review, inspect and report results without delay. The exercise follows Official Letter 13767/BTC-DNTN of 3 September 2026, which implements Decision 948/QD-TTg and directs registration offices to focus on beneficial ownership checks in the last four months of 2026.

2. Where the companies on the list are registered

According to the statistics attached to Official Letter 3164/DNTN-GS, Ho Chi Minh City and Hanoi alone account for about 40% of the list:

This is not only a small-business issue. Almost half of the companies on the list have registered capital of VND 10 billion or more.

3. Provinces are now setting deadlines: Quang Ninh requires filing by 31 October 2026

On 12 October 2026, the Quang Ninh Department of Finance issued Official Letter No. 11059/STC-QLDN requiring enterprises to identify and declare their beneficial owners under Articles 3 and 4 of Decree 296/2026/ND-CP, no later than 31 October 2026. The declaration uses Form No. 10 issued with Circular 121/2026/TT-BTC of 21 August 2026, which amends Circular 68/2025/TT-BTC.

Other provinces may set their own deadlines. Companies should watch for notices from the Department of Finance where their head office is registered, and file early rather than wait for a reminder.

4. Penalty: VND 70 to 100 million

Decree 288/2026/ND-CP of 21 July 2026 amends Decree 122/2021/ND-CP on administrative penalties and adds sanctions for this obligation. As quoted in Official Letter 11059/STC-QLDN, a company faces a fine of VND 70,000,000 to VND 100,000,000 for failing to supplement information on its beneficial owners, and the information used to identify them (if any), when it makes its next registration of changes or notification of changes to its enterprise registration. This applies to companies established before 1 July 2025.

In addition to the fine, the company will be required to file the missing information.

5. Who counts as a beneficial owner

A beneficial owner is the individual who ultimately owns or controls the company. The obligation applies to enterprises with legal personality under the Law on Enterprises 59/2020/QH14 (as amended by Laws 03/2022/QH15 and 76/2025/QH15) and Decree 168/2025/ND-CP (as amended by Decree 296/2026/ND-CP). Companies apply three tests in order:

1. Ownership test. An individual who directly, indirectly or both holds 25% or more of charter capital or 25% or more of voting shares. Indirect ownership means holding through other organisations or other legal arrangements. A family group or a group of individuals acting under an agreement may be aggregated to reach the 25% threshold. In a partnership, every general partner is a beneficial owner.
2. Control test. If no one meets the first test, the company identifies the individual with actual control: the right to appoint or remove a majority or all of the members’ council, board of directors, director or general director; amend the charter; change the organisational structure; decide financial, investment and business policy; or reorganise or dissolve the company.
3. Senior manager test. If neither test identifies anyone, the company declares its most senior manager.

Representatives of state capital are not beneficial owners. Sole proprietorships (private enterprises) are outside the scope of the declaration.

6. Foreign-invested companies must trace the chain to the ultimate individual

For a foreign-invested enterprise, the member or shareholder named on the enterprise registration certificate is usually an overseas parent company. Naming the parent is not enough. The company must follow the ownership chain, through intermediate holding companies or funds, to the individual who ultimately owns or controls it.

Illustrative example: ABC Vietnam Co., Ltd. is 100% owned by ABC Holdings (Singapore). Mr X, a Japanese national, owns 100% of ABC Holdings. The beneficial owner of ABC Vietnam is Mr X, not ABC Holdings.

Common difficulties:

• The overseas parent is slow to provide its shareholder register or a group structure chart.
• Multi-layer or widely held structures in which no individual reaches 25%. In that case the company moves to the control test or the senior manager test.
• Personal data (identity documents, nationality, residence) must be collected and kept in line with Vietnamese rules.

7. What companies should do now

1. Check whether your company is on the list. The list attached to Official Letter 3164/DNTN-GS can be searched by enterprise code.
2. Identify your beneficial owners by applying the three tests in order. Foreign-invested companies should ask the parent for the ownership chain down to the individual level.
3. Prepare and file the supplementary notification on Form No. 10 of Circular 121/2026/TT-BTC within the deadline set by your provincial Department of Finance.
4. Keep the supporting records used to identify the beneficial owners, be ready to provide them to the authorities on request, and update the declaration when the ownership structure changes.

8. Conclusion

Beneficial ownership declaration has moved from a rule on paper to active enforcement, with a named list of companies and a clear penalty. Foreign-invested companies with multi-layer overseas structures should start early: obtaining the information from the parent group usually takes longer than expected.

TrustlineAX can check whether your company is on the list, identify beneficial owners through the ownership chain and prepare the filing. Contact hello@trustlineax.com, call +84 376 375 068 or send us an enquiry.

Disclaimer

This article is based on Official Letter No. 3164/DNTN-GS of 7 October 2026 of the Agency for Private Enterprise and Collective Economy Development, Official Letter No. 11059/STC-QLDN of 12 October 2026 of the Quang Ninh Department of Finance, and the legal documents they cite. Statistics are taken from the list attached to Official Letter 3164/DNTN-GS. The example is hypothetical and for illustration only. This article is for general reference, does not replace the original legal texts and is not advice on any specific case.