Is it mandatory to disclose information about a company’s beneficial owner? What are the current regulations?
Under the current regulations, the disclosure of information about a company’s beneficial owner is mandatory for companies established from July 1, 2025.
(1) Companies established from July 1, 2025
Specifically, Clauses 3 of Articles 20, 21 and 22 of the Law on Enterprises 2020, as amended by Clauses 7, 8 and 9 of Article 1 of the Law Amending and Supplementing the Law on Enterprises 2025 (effective from July 1, 2025), provide as follows:
Article 20. Dossiers for registration of a partnership
3. List of members; list of beneficial owners of the enterprise (if any).
Article 21. Dossiers for registration of a limited liability company
3. List of members; list of beneficial owners of the enterprise (if any).
Article 22. Dossiers for registration of a joint-stock company
3. List of founding shareholders; list of foreign shareholders; list of beneficial owners of the enterprise (if any).
Accordingly, in the enterprise establishment registration dossier for limited liability companies, partnerships, and joint-stock companies, the list of beneficial owners of the enterprise is one of the documents required to be submitted.
Therefore, for enterprises established from July 1, 2025, if they have a beneficial owner, they are required to disclose information about the beneficial owner of the enterprise.
👉 In summary: Under the current regulations, disclosure of information about the beneficial owner of an enterprise is mandatory for enterprises established from July 1, 2025.
(2) Enterprises established before July 1, 2025
However, Article 3 of the Law Amending and Supplementing the Law on Enterprises 2025 provides as follows:
Transitional provisions
1. For enterprises registered for establishment before the effective date of this Law, the supplementation of information about the beneficial owner of the enterprise (if any) and information for identifying the beneficial owner of the enterprise (if any) shall be carried out concurrently at the time the enterprise carries out the procedures for registration of changes to the enterprise registration contents or submits the nearest notification of changes to the enterprise registration contents, except where the enterprise requests to supplement such information earlier.
2. For private placements of corporate bonds for which the pre-offering information disclosure contents were submitted to the Stock Exchange before the effective date of this Law, such placements shall continue to be carried out in accordance with the provisions of the Law on Enterprises No. 59/2020/QH14, as amended and supplemented by certain provisions under Law No. 03/2022/QH15.
Accordingly, for enterprises that were established previously (before July 1, 2025), they are only required to supplement information about the beneficial owner of the enterprise (if any) when carrying out procedures for registration of changes to the enterprise registration contents or submitting the nearest notification of changes to the enterprise registration contents (from July 1, 2025 onward).
Is failure to disclose information about the beneficial owner when establishing an enterprise subject to penalties?
Under the current regulations, an enterprise that has a beneficial owner but fails to disclose information about the beneficial owner at the time of enterprise registration may be subject to administrative penalties.
Pursuant to Clause 4, Article 46 of Decree No. 122/2021/ND-CP, as supplemented by Clause 1, Article 3 of Decree No. 288/2026/ND-CP, the failure to disclose information about the beneficial owner of the enterprise (if any), or information for identifying the beneficial owner, at the time of enterprise registration, is subject to penalties.
Accordingly:
👉 A fine ranging from VND 50 million to VND 100 million shall be imposed on an enterprise that has a beneficial owner but fails to disclose the required information when registering its establishment.
Therefore, when carrying out enterprise establishment registration procedures, enterprises should identify and fully disclose information about their beneficial owner, where applicable, to avoid penalties.
Are enterprises established before July 1, 2025 subject to penalties for failing to supplement information about the beneficial owner?
For enterprises established before July 1, 2025, the law provides transitional provisions regarding the supplementation of beneficial-owner information.
Pursuant to Clause 6, Article 44 of Decree No. 122/2021/ND-CP, as amended by Article 2 of Decree No. 288/2026/ND-CP, enterprises falling under this case must supplement information about the beneficial owner (if any) when carrying out procedures for registration of changes to the enterprise registration contents or submitting the nearest notification of changes to the enterprise registration contents from July 1, 2025.
If the enterprise fails to supplement the required information, it shall be subject to penalties.
=> A fine ranging from VND 70 million to VND 100 million shall be imposed for failure to supplement information about the beneficial owner of the enterprise (if any), or information for identifying the beneficial owner, at the time of carrying out the procedures for registration of changes to the enterprise registration contents or submitting the nearest notification of changes to the enterprise registration contents.
In summary
- Enterprises established from July 1, 2025: Failure to disclose information about the beneficial owner when registering the enterprise establishment → fine of VND 50–100 million.
- Enterprises established before July 1, 2025: When carrying out procedures for registration of changes to the enterprise registration contents from July 1, 2025 onward, failure to supplement information about the beneficial owner → fine of VND 70–100 million.
- Note: The above fines apply to organizations. If the violating entity is an individual, the applicable fine shall be 50% of the fine imposed on an organization.
