Check your beneficial owner (“chủ sở hữu hưởng lợi”, or BO) filing for five errors. They concern corporate names, tracing, aggregation, control checks and records. Review your registration history, map ownership to individuals, apply the three tiers, and locate the company’s own BO list.
By Attorney-at-Law Vu Manh Quynh, Managing Partner, ECOVIS Vietnam Law
Key takeaways
- The beneficial owner test identifies individuals, including through indirect ownership. [CL]
- Tier 1 includes a 25% ownership or voting threshold, aggregation of family or agreement groups, and all general partners. Individuals representing state capital are excluded. [CL]
- Check actual control under tier 2 before identifying the highest-authority manager under tier 3. [CL]
- Check both the submitted information and the BO list retained by the company.
- No transitional rule was found for conduct before 21 July 2026; each file needs its own assessment. [AS]
What should you review before checking the five errors?
Start with your company’s registration number, registration history, and BO information already submitted. Review registrations and change notices since 1 July 2025, when BO information became required at incorporation or amendment. [CL]
Search the registration number in the list attached to Official Letter 3164/DNTN-GS. The letter identifies 42,911 companies incorporated or amended since that date without BO information on file.
The letter itself makes no finding of breach; the list supports priority inspection. [CL] Use it as a starting point for reviewing the underlying file.
1. Have you declared the parent company instead of an individual?
What goes wrong: The filing names a corporate parent as the beneficial owner. That stops the review at a company rather than identifying an individual.
Why it matters: Tier 1 identifies individuals holding at least 25% of capital or voting shares, directly or indirectly. It also aggregates holdings of family members, as defined in the Law on Enterprises, or of individuals acting under an agreement. All general partners are included. [CL]
A parent company’s name does not identify the individual required by the BO test. [CL] For a foreign-invested company, review the ownership structure behind that parent.
How to check: Read the BO information actually submitted, rather than relying on the ownership chart alone. Check whether the entry names a company or an individual.
If it names the parent, trace the ownership structure further. Apply the three tiers before deciding which individual belongs in the filing.
2. Have you stopped tracing ownership at the first overseas layer?
What goes wrong: The ownership chart identifies the immediate foreign shareholder but ends there. The review never reaches the individuals behind the overseas structure.
Why it matters: Tier 1 covers indirect holdings as well as direct holdings. [CL] A review limited to the immediate shareholder leaves that indirect ownership question unanswered.
The task is therefore broader than identifying which company owns the Vietnam entity. It includes mapping ownership up to the individuals.
How to check: Follow each ownership branch beyond the first overseas company. Check whether the chart reaches individuals or still ends with corporate entities.
Mark any unfinished branches for further review. Then assess the completed ownership structure against tier 1 before moving to the remaining tiers.
3. Have you overlooked related holdings that need aggregation?
What goes wrong: The review considers holdings separately without checking family or agreement groups. It treats each holding as the complete basis for the tier 1 assessment.
Why it matters: The tier 1 test includes aggregation for family or agreement groups. [CL] Looking only at separate holdings can therefore leave part of the required assessment unfinished.
The threshold is 25% or more of capital or voting shares, including direct and indirect holdings. Family members are those defined in Article 4(22) of the Law on Enterprises. [CL]
How to check: Review whether the ownership assessment addresses family or agreement groups. Check that the conclusion considers aggregation, rather than merely listing separate percentages.
Keep unresolved relationships visible during the review. Do not treat an unanswered aggregation question as a completed tier 1 check.
4. Have you moved to the highest-authority manager without checking actual control?
What goes wrong: The review moves straight from ownership percentages to naming a manager. It skips the separate question of actual control.
Why it matters: Tier 2 identifies the individual with actual control if no one meets tier 1. Tier 3 applies only if neither earlier tier identifies anyone. [CL]
Under tier 3, the relevant person is the manager with the highest authority. [CL] The sequence matters when reviewing how the filing reached its conclusion.
How to check: Look for a separate actual-control assessment after the tier 1 review. Check whether the file explains the move from ownership to control, then to management.
A statement that no individual meets the ownership threshold does not answer the actual-control question. Revisit that question before treating the tier 3 selection as complete.
5. Have you filed BO information without retaining the company’s own list?
What goes wrong: The company submits BO information but does not keep its own BO list on file. The review focuses entirely on submission.
Why it matters: Keeping the company’s BO list is a separate requirement. [CL] Filing and retaining records should therefore appear as separate checks in your review.
How to check: Locate the BO list held by the company. Compare it with the submitted information and the ownership assessment used for the filing.
Confirm that the company can retrieve the list from its own records. Treat locating it as a practical verification step, rather than assuming submission completed the recordkeeping task.
What penalty amounts should your review keep in view?
Decree 288/2026/ND-CP provides fines of up to VND 100 million per breach. Remedial orders, such as supplementing information or retaining the BO list, depend on the conduct. [CL]
Two amounts are directly relevant to the errors above:
| Filing or recordkeeping issue | Fine for organisations |
|---|---|
| Untrue or incorrect BO information | VND 30–70 million |
| Failure to retain the BO list | VND 40–70 million |
These are organisational amounts; individuals pay half. [CL] The table does not determine whether a particular company’s file establishes a breach.
What are the answers to common filing questions?
Does appearing on the inspection list establish a breach?
No. Official Letter 3164/DNTN-GS makes no finding of breach; its attached list identifies companies for priority inspection. [CL]
Can a manager be identified under tier 3?
Under Vietnam’s beneficial owner rules, tier 3 identifies the manager with the highest authority only if tiers 1 and 2 identify nobody. [CL] Review ownership and actual control first.
How should conduct before 21 July 2026 be assessed?
No transitional rule was found in the available text for conduct before 21 July 2026. Each file needs its own assessment. [AS]
Where can a company begin its review?
Use the beneficial owner filing self-check alongside your registration history, ownership chart, and retained BO list. For questions about your filing, use the ECOVIS Vietnam Law contact form.
Sources
- Decree 168/2025/ND-CP, Article 17, as replaced by Article 3 of Decree 296/2026/ND-CP, and Article 19.
- Law on Enterprises, Article 4(22).
- Decree 288/2026/ND-CP.
- Decree 122/2021/ND-CP, Article 4(2).
- Official Letter 3164/DNTN-GS.
Last reviewed: 22 October 2026 · Reviewer: Attorney-at-Law Vu Manh Quynh, Managing Partner
This article provides general information only and does not constitute legal advice.
