Ultimate Beneficial Owner (UBO) Reporting in Vietnam: Filing triggers, revised criteria and penalties

Please note that Official Letter 3164/DNTN-GS includes a list of enterprises newly established or having registered changes since 1 July 2025 that have not provided UBO declaration information. It also directs the relevant local authorities to prioritize these listed enterprises in their inspection activities. Against this backdrop, enterprises should revisit their UBO compliance status and understand when reporting obligations may arise.

This update covers:

1. When the UBO reporting obligation arises
2. The impact of the revised UBO identification criteria
3. Why UBO reporting is not a one-off compliance exercise
4. Potential penalties
5. Our observations

1. When does the UBO reporting obligation arise?

Under the Amended Law on Enterprises 2025, the obligation depends on whether the enterprise was established before or after 1 July 2025:

Accordingly, the absence of UBO information on the business registration system does not automatically mean that an enterprise is currently non-compliant.

2. Impact of the revised UBO identification criteria effective from 23 July 2026

Decree 296/2026/ND-CP revises the criteria for identifying UBO set out in Decree 168/2025/ND-CP.

• No automatic re-filing: Based on the Ministry of Finance’s published response, changes in the legal identification criteria do not automatically create an obligation to re-file UBO information solely because the criteria have changed.
• Review against the revised rules: However, enterprises should review their ownership and control structures against the revised rules. They should also assess whether the identity of the UBO would differ under the new criteria.
• Multi-tier groups: This is particularly relevant for enterprises operating within multi-tier group structures or complex ownership arrangements.

3. UBO reporting is not a one-off compliance exercise

UBO compliance should be treated as an ongoing process rather than a one-time filing obligation.

Enterprises should periodically reassess UBO status whenever events occur that may affect ownership or control, such as:

• Capital transfers;
• Capital increases or reductions;
• Group restructuring transactions;
• Changes in voting rights;
• Changes in control arrangements;
• Changes in governing or management structures.

Importantly, such events may occur not only at the Vietnamese entity level but also at the parent company or broader group level.

4. Potential penalties

Enterprises should also be aware of the administrative penalties for UBO-related non-compliance under Decree 288/2026/ND-CP (effective from 21 July 2026), including:

5. Our observations

Recent guidance from the Ministry of Finance and local authorities may create the impression that all enterprises must immediately update UBO information. However, the legal position is more nuanced.

• Enterprises within the reporting cases: Enterprises should review their circumstances to determine whether they fall within the cases requiring UBO information to be declared, as outlined above. If so, they should update the relevant information as soon as possible.
• Other enterprises: Enterprises that do not fall within these cases should also take note and begin reviewing and identifying their UBO information in preparation for any future filing requirements. They may also consider making the declaration proactively. Identifying UBOs can sometimes be complex and time-consuming, so addressing this matter in advance can help avoid delays in future enterprise registration or changes to registered enterprise information.
• Internal monitoring process: Finally, a key compliance consideration is whether enterprises have established an internal process to monitor changes in ownership and control on an ongoing basis.

How can we help?

Should you require any assistance in reviewing or complying with your UBO-related obligations, contact our Legal  and Tax team to discuss your ownership and control structure and UBO reporting in Vietnam.

Please refer to the full updates in the Download section below.