Summary
If your group has a representative office or branch in Vietnam, you have a new filing obligation — and it is not under Decree 296/2026/ND-CP.
Vietnam now runs two separate beneficial ownership regimes. Decree 296/2026/ND-CP governs what a Vietnamese-incorporated company, including a foreign-invested enterprise (FIE), declares to the business registration authority. Representative offices and branches file elsewhere: under Decree 252/2026/ND-CP and Circular 90/2026/TT-BTC, effective 1 July 2026, they declare the legal owner and the beneficial owner of the foreign parent company abroad to the tax authority, on Form BK07-ĐKT, within ten working days of licence issuance or of any change. Supporting records are kept for at least five years.
The form asks not only who the beneficial owner is, but the basis on which that person was identified. In ECOVIS Vietnam Law’s experience, the error groups are most likely to make is naming the Chief Representative in Vietnam.
Two regimes, two authorities, two forms
This is the distinction that decides where a foreign group files.
| Who files | Whose beneficial owner | Files with | Principal basis |
|---|---|---|---|
| Company incorporated in Vietnam, including an FIE | Its own | Business registration authority | Law on Enterprises; Decree 168/2025/ND-CP as amended by Decree 296/2026/ND-CP |
| Branch or representative office of a foreign company | The foreign parent company’s | Tax authority | Articles 6, 7 and 8 of Decree 252/2026/ND-CP; Circular 90/2026/TT-BTC; Form BK07-ĐKT; guidance in Official Letter 4937/CT-NVT of 17 July 2026 |
| Bank or other reporting entity performing know-your-customer (KYC) checks | The customer’s, and related structures’ | Collected by the reporting entity | Anti-Money Laundering (AML) Law; Resolution 66.23/2026/NQ-CP |
A representative office in Vietnam does not file beneficial ownership data with the business registration authority. Its obligation runs through tax registration.
What a representative office or branch must declare
Articles 6, 7 and 8 of Decree 252/2026/ND-CP, read with Circular 90/2026/TT-BTC, require branches and representative offices of foreign companies in Vietnam to declare and keep current two distinct data sets about the parent abroad.
Legal owner — the organisation or individual registered as holding the capital, shares or equivalent ownership under the law of the parent’s place of incorporation.
Beneficial owner — determined by reference to Vietnam’s Anti-Money Laundering Law, the Law on Enterprises and their implementing instruments.
A Luxembourg holding company may be the legal owner of a German parent while one or more individuals above it are the beneficial owners. Form BK07-ĐKT requires the two to be reported separately.
For the legal owner, the form asks: entity type, legal name, registration document or code, address, ownership percentage, voting rights and other means of control. For the beneficial owner: full name, identity document, nationality, residential address, ownership percentage where applicable, means of control — and the basis on which that person was identified as beneficial owner.
That last field is the one to plan for. The tax authority is not only asking for a name; it is asking the group to be able to show its reasoning.
A worked example
A German group operates through Maschinenbau GmbH (Munich). Its shares are held by Alpenholding S.à r.l. (Luxembourg), which is in turn held by three siblings at 20% each. The group has a representative office in Ho Chi Minh City, headed by a Chief Representative who is a German national on a Vietnamese work permit.
| Field on Form BK07-ĐKT | Answer |
|---|---|
| Legal owner of the foreign company | Alpenholding S.à r.l., Luxembourg — registration number, address, 100% of shares in the GmbH |
| Beneficial owner | Not resolved by the 25% ownership test — no individual reaches 25% directly, and 20% each indirectly falls short |
| Next step | Apply the control test: who appoints the Alpenholding board, who holds veto rights under the shareholders’ agreement, whether the three siblings are connected persons whose holdings aggregate |
| Likely outcome | If the siblings are family members whose holdings aggregate to 60%, all three are declared. If control sits with one sibling under a shareholders’ agreement, that person is declared on the control test |
| Not the answer | The Chief Representative in Ho Chi Minh City |
| Basis of identification | The shareholders’ agreement and the Luxembourg registry extract — named in the form, retained on file |
The example shows why the “basis of identification” field matters more than the name field. Two competent advisers can reach different answers on these facts; what the file has to show is which test was applied and on what evidence.
Deadlines, transition and retention
| Event | Deadline |
|---|---|
| Newly licensed representative office or branch | Form BK07-ĐKT with the initial tax registration, within 10 working days of the Vietnamese authority issuing the establishment licence |
| Change in the declared information | Update within 10 working days of the change arising |
| Retention of supporting records | At least five years from the end of the relevant calendar year or reporting period, available to the tax authority throughout operations |
Filing is made electronically, through the National Public Service Portal or the tax administration system; paper filing is the exception where electronic submission is not possible.
For establishments already tax-registered before 1 July 2026, the tax authority has been instructed to review its records and guide those establishments through the supplementary declaration. Because that is administrative implementation guidance rather than a transitional deadline written into the Decree, many groups are preparing the file now rather than waiting to be contacted.
Consequences, and who carries them
The filer is the Vietnamese establishment, not the parent. The representative office or branch declares as taxpayer, in its own name, information about a company it does not control. The local office therefore needs a reliable channel to group legal or the family office — and the group has to accept that a Vietnamese filing deadline now runs off events that happen at shareholder level abroad.
On the business registration side, the sanctions are now specific and graduated. Decree 288/2026/ND-CP, signed and effective on 21 July 2026, rewrote the penalty articles of Decree 122/2021/ND-CP to name beneficial ownership expressly:
| Conduct | Basis (Decree 122/2021 as amended) | Fine |
|---|---|---|
| Late notification of a change in beneficial ownership information — 1 to 10 days | Article 44.1 | Warning |
| — 11 to 30 days | Article 44.2 | VND 10–20 million |
| — 31 to 90 days | Article 44.3 | VND 30–40 million |
| — 91 days or more | Article 44.4 | VND 50–60 million |
| Failure to notify a change in beneficial ownership information at all | Article 44.5 | VND 30–70 million |
| Failure to supplement beneficial ownership information at the enterprise’s most recent change registration or notification — enterprises established before 1 July 2025 | Article 44.6 | VND 70–100 million |
| Untruthful or inaccurate declaration of beneficial ownership information | Article 43 | VND 30–70 million |
| Failure to provide beneficial ownership information on request, or providing it untruthfully | Article 48.3 | VND 50–70 million |
| Incomplete or late provision on request | Article 48.1 | VND 20–30 million |
| Failure to retain company documents, including the list of beneficial owners | Article 52.2(e) | VND 40–70 million |
Each of these carries a remedial measure compelling the filing or the record to be made. Every range in the table is the level applicable to organisations. Under Article 4.2 of Decree 122/2021, an individual who commits the same act is fined one-half of the organisation range — VND 35–50 million where the organisation range is VND 70–100 million. VND 100 million is also the statutory ceiling for the enterprise registration field under Article 4.1(c), so the top tier sits at the maximum the law allows for an organisation.
Two things are worth reading carefully in that table. The VND 70–100 million ceiling is not a general penalty for having no beneficial owner on file: it is aimed at enterprises established before 1 July 2025 that passed through a change registration without supplying the information. And the graduated ladder in Article 44 means a change at group shareholder level that goes unreported for three months costs more than one reported late by a week — the exposure is a function of the reporting channel, not of the ownership structure.
On the tax side — the pipeline that applies to representative offices and branches — the tariff sits in the tax penalty regime, not in Decree 288. It should be confirmed for the specific case rather than assumed from the business registration figures above. What is not in doubt is that the obligation is enforceable and the clock is ten working days.
Is this information public?
No — and this is usually the first question from family-owned European groups.
Under Decree 168/2025/ND-CP, beneficial ownership information is not published on the National Business Registration Portal. Competent State authorities may request it from the business registration authority, without charge, for State management and anti-money laundering purposes. Other organisations and individuals have no right to request it.
The data is disclosed to the State, not to the market. That distinction is worth making explicitly to a family shareholder who reads “beneficial ownership register” and thinks of the public registers in some European jurisdictions.
What Decree 296 changed, in brief
For the Vietnamese-incorporated side of a group, Decree 296/2026/ND-CP was signed on 23 July 2026 and took effect the same day, amending Decree 168/2025/ND-CP. It moves the question from who holds the shares to who ultimately owns or controls the company, applied in a fixed sequence:
| Step | Test | Criterion |
|---|---|---|
| 1 | Ownership | An individual holding 25% or more of charter capital or 25% or more of voting shares — directly, indirectly, or by a combination of both |
| 2 | Actual control | Where the ownership test does not identify an individual, the individual holding ultimate control in practice |
| 3 | Senior-manager fallback | Where neither test identifies an individual, the manager with the greatest authority to act on behalf of the enterprise |
Indirect ownership is expressly in scope: an indirect owner is an individual reaching the threshold through organisations or other legal arrangements. Stopping at a Singapore, Dutch or German holding company because it is the registered shareholder does not answer the question the rule asks. Where individuals connected by family relationship under the Law on Enterprises, or by contract, together reach 25%, each is identified. In a partnership (công ty hợp danh), all general partners are beneficial owners regardless of contribution ratio.
The same Decree amends Article 4 of Decree 168/2025 to prohibit holding a capital contribution in a company in one’s own name on behalf of another person. Groups that have relied on nominee arrangements at the Vietnamese entity level should review them against that prohibition rather than against the 25% threshold alone.
25% is not a safe harbour
A company with no 25% shareholder does not therefore have no beneficial owner.
Where the ownership test identifies no individual, the analysis moves to control. Control is defined by decision rights: appointing or removing a majority of the management body, amending the charter, restructuring, deciding financial, investment or operational policy, and reorganising or dissolving the company. A shareholder agreement conferring a veto over budget and investment decisions can matter more than a percentage. Only where both tests fail does the fallback apply.
Where groups get this wrong
Naming the Chief Representative. The individual to be declared is the beneficial owner of the foreign parent. Leading the Vietnam office is not the test.
Stopping at the trustee or the fund vehicle. Where a trust, foundation or private-equity structure sits above the parent, naming the trustee company does not complete the analysis; the AML framework looks to the individuals holding the relevant roles and ultimate control.
Treating the ownership chart as the file. A chart showing shareholders is a starting point. For Form BK07-ĐKT purposes the “basis of identification” field assumes a documented reasoning trail.
Letting the answers diverge. The beneficial owner declared to the tax authority, given to the bank at KYC, recorded in corporate filings and held in the group compliance database should not differ without a defensible explanation.
Questions for the board before signing a declaration
- Who is the legal owner of our parent company, who is the ultimate beneficial owner, and which test produced that conclusion — ownership, control, or the fallback?
- What documents evidence it, and are they current?
- Does this answer match what our banks already hold from KYC?
- Who owns the ten-working-day clock when ownership changes at group level — and how does the Vietnam office learn of it?
- Who signs in Vietnam, and what has that person been given to rely on?
Building a defensible file
| # | Document | Usually held by |
|---|---|---|
| 1 | Ownership chart resolved to the ultimate individuals | Group legal / family office |
| 2 | Registry extracts or corporate records for each entity in the chain | Local counsel in each jurisdiction |
| 3 | Shareholder register or equivalent of the parent | Parent company secretary |
| 4 | Voting rights, shareholders’ agreements, special control rights | Group legal |
| 5 | Trust, fund or foundation documentation where one sits in the chain | Trustee / fund administrator |
| 6 | Memorandum recording how the ownership, control and fallback tests were applied | Counsel — Vietnamese or group, dated |
| 7 | Filed Form BK07-ĐKT and evidence of each update | Vietnam representative office or branch |
The practical shift is that beneficial ownership is no longer a field completed when a form falls due. For a group with a subsidiary, branch or representative office in Vietnam it is maintained between filings rather than reconstructed for each one.
Related: beneficial-owner filings are one of the post-incorporation compliance items worth asking any prospective adviser about — see criterion 7 in Choosing a German-Speaking Legal Adviser in Vietnam.
Frequently asked questions
Does a representative office in Vietnam file under Decree 296/2026/ND-CP?
No. A representative office or branch of a foreign company in Vietnam declares its foreign parent’s legal owner and beneficial owner to the tax authority, on Form BK07-ĐKT, under Articles 6, 7 and 8 of Decree 252/2026/ND-CP and Circular 90/2026/TT-BTC — not to the business registration authority.
Does Decree 296 require every existing Vietnamese company to re-declare its beneficial owner?
No. The Ministry of Finance confirmed on 1 September 2026 that an enterprise which has already declared its beneficial owner, and whose beneficial owner has not changed, is not required to declare again. A notification obligation arises when the actual beneficial owner changes.
Can we name our Singapore holding company as the beneficial owner?
Under Vietnamese law a beneficial owner must be an individual. A holding company may be the legal owner; the beneficial owner is identified by looking through it to the individuals above.
Who signs Form BK07-ĐKT, and who is responsible for it?
The Vietnamese representative office or branch files as taxpayer and is responsible for the accuracy of the declaration and for retaining the supporting documents. Because the underlying facts sit with the parent, the signatory in Vietnam should be given a written basis from group level before signing.
Is beneficial ownership information about our group made public in Vietnam?
No. Under Decree 168/2025/ND-CP beneficial ownership information is not published on the National Business Registration Portal. Competent State authorities may request it for State management and anti-money laundering purposes; other organisations and individuals may not.
What are the consequences of not declaring in Vietnam?
On the business registration side, Decree 288/2026/ND-CP, effective 21 July 2026, penalises a late notification of a change in beneficial ownership information on a sliding scale from a warning up to VND 50–60 million for an organisation, VND 30–70 million for failing to notify at all, and VND 70–100 million where an enterprise established before 1 July 2025 did not supplement the information at its most recent change registration. Each carries a remedial measure compelling the filing. The amounts stated are those applicable to organisations; under Article 4.2 of Decree 122/2021 an individual who commits the same act is fined one-half of the organisation range. For a representative office or branch the obligation sits in tax registration and the applicable tariff should be confirmed for the specific case.
Our parent is listed with a widely dispersed shareholder base. Do we still declare a beneficial owner?
In most cases yes, but by a different route: where no individual reaches the ownership threshold, the control test and then the senior-manager fallback apply. Vietnam’s anti-money laundering (AML) framework contains particular treatment for listed entities; whether it is available to a specific group should be assessed on that group’s facts.
How is a beneficial owner different from our legal representative in Vietnam?
The legal representative is the person authorised to act for the Vietnamese entity. The beneficial owner is the individual who ultimately owns or controls it — or, for a representative office, who ultimately owns or controls the foreign parent. They are different questions and frequently different people.
For a review of your group’s beneficial ownership position and the Form BK07-ĐKT filing for your Vietnam representative office or branch, contact ECOVIS Vietnam Law at [email protected].
Attorney Vu Manh Quynh is the Managing Partner of ECOVIS Vietnam Law in Ho Chi Minh City, advising international investors on Foreign Direct Investment (FDI), corporate governance and regulatory compliance in Vietnam. Further questions of this kind are collected in the Vietnam FDI Legal FAQ Hub.
Reviewed by: Attorney Vu Manh Quynh, Managing Partner · Last reviewed: 6 September 2026
This article is prepared by ECOVIS Vietnam Law for general information only and reflects Vietnamese law as verified on 6 September 2026. It is not legal advice and does not create a lawyer–client relationship. Vietnamese law and its administration change frequently and outcomes depend on specific facts; obtain advice on your situation before acting. © ECOVIS Vietnam Law.
