Beneficial ownership in Vietnam: what Official Letter 3164/DNTN-GS means for your company

Official Letter 3164/DNTN-GS (7 October 2026) lists 42,911 enterprises with no beneficial owner (BO) information on file. Listing is not a finding of breach. Check each registration number, review the filing history and supplement the declaration under the 25% test. A company incorporated before 1 July 2025 that fails to supplement BO information faces a fine of VND 70–100 million (the amount for an organisation; individuals pay half).

Timeline. Ministry of Finance Letter 13767/BTC-DNTN (3 September 2026) asks provincial business registration offices to focus inspections of BO information on the last four months of 2026. Letter 3164 sends the list to provincial Departments of Finance for prompt review, with the Tax Department asked to coordinate. It sets no deadline of its own for companies. [CL]

Labels: [CL] current law · [MP] market practice · [AS] assumption.

What the list shows

The figures below are computed by ECOVIS Vietnam Law from the company list attached to the letter. No company names are published.

Indicator	Enterprises	Share
Total (unique registration numbers)	42,911	100%
Limited liability companies (by name)	28,500	66.4%
Joint stock companies (by name)	11,574	27.0%
Ho Chi Minh City	9,371	21.8%
Hanoi	7,826	18.2%
Recorded date before 21 July 2026	38,785	90.4%
Recorded date on or after 21 July 2026	4,126	9.6%

Limits: the file has no foreign-ownership field, so FDI companies cannot be isolated; it has one date column whose meaning (incorporation or latest amendment) is not stated in the letter; company type is inferred from name keywords. [AS]

Who must be declared: the three-tier test

Base: Decree 168/2025/ND-CP, Article 17, as replaced by Article 3 of Decree 296/2026/ND-CP (in force 23 July 2026). [CL]

Tier	Test	Note for FDI companies
1	Individual holding 25% or more of capital or voting shares, directly or indirectly; family and agreement groups aggregated; all general partners of a partnership	Trace through every corporate layer to the individual
2	If no one meets tier 1: individual with actual control	Needs documents proving control
3	If still none: the manager with the highest authority	Declared only after tiers 1 and 2 are excluded

Form: Form No. 10, “List of beneficial owners of the enterprise”, Annex I to Circular 68/2025/TT-BTC as replaced by Circular 121/2026/TT-BTC (in force 21 August 2026).

Penalties and the timing question

Decree 288/2026/ND-CP amends Decree 122/2021/ND-CP and took effect on signing (21 July 2026). The amounts below are those for organisations; under Decree 122/2021/ND-CP, Article 4(2), individuals pay half. [CL]

Conduct	Fine for an organisation (VND million)
No BO declaration at incorporation	Within the Article 46(4) range: 50–100, plus order to supplement
Company incorporated before 1 July 2025 fails to supplement BO information	70–100, plus order to supplement
Untruthful or inaccurate BO information	30–70
No registration of a change	30–70
Late change notice: 11–30 / 31–90 / 91+ days (1–10 days: warning)	10–20 / 30–40 / 50–60
BO information on request: incomplete or late / none or untruthful	20–30 / 50–70
Failure to retain corporate documents, including the BO list	40–70, plus order to retain

90.4% of listed dates precede 21 July 2026. We found no transitional rule for conduct before that date in the text available to us, so each file needs its own assessment. [AS]

Personal exposure: exit suspension

Under Tax Administration Law 108/2025/QH15 (Art. 17(5)) and Decree 252/2026/ND-CP (Art. 28), BOs and legal representatives may face exit suspension when the company owes VND 500 million or more in tax, overdue 120 days or more and under enforcement, or 120 days after a notice that it is not operating at its registered address. The tax authority gives 30 days’ prior notice through the company’s e-tax account. [CL]

30-day checklist

• Search every group company’s registration number in the list attached to the letter.
• Collect initial and latest registration certificates, filings since 1 July 2025 and prior BO declarations.
• Confirm the incorporation date and compare the listed date with the original record.
• Map ownership to individuals, including indirect holdings and aggregated groups; apply the three tiers.
• File the supplementary declaration (Form No. 10) and keep the acknowledgement.
• Keep the company’s BO list on file.
• Align the legal representative, BO and registered address with tax records; check overdue tax.
• Name a person to answer registration authority queries.

Self-check: six questions, about ten minutes

FAQ

Does being listed mean a fine?

Not automatically. Letter 3164 asks registration authorities to prioritise review; whether a fine applies depends on the company’s filing history.

Our company predates 1 July 2025 and never amended anything. Must we file now?

Beneficial owner information is supplemented at the next registration of changes or notification, or voluntarily earlier (Law 76/2025/QH15, Article 3(1)). A company that amended its registration since 1 July 2025 without beneficial owner information may appear on the list.

What if nobody reaches 25%?

Move to tier 2, the individual with actual control. If there is none, declare tier 3, the manager with the highest authority to act for the company.

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Last reviewed: 22 October 2026 · Reviewer: Attorney-at-Law Vu Manh Quynh, Managing Partner · Next review: within 6 months or on new guidance for Decree 288/2026.

About ECOVIS Vietnam Law. ECOVIS Vietnam Law (Cong ty Luat TNHH Ecovis Law) has a single office in Ho Chi Minh City and is a member of ECOVIS International, a network with over 19,000 people in more than 90 countries (global.ecovis.com, 22 October 2026). Accounting and audit services are provided by other member firms of the network, not by ECOVIS Vietnam Law.

Disclaimer. This page is prepared by ECOVIS Vietnam Law for general information only and reflects Vietnamese law as verified on 22 October 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.