Legal alert
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).
Why this matters now
- Inspections are under way. Registration offices are asked to focus on beneficial owner information in the last four months of 2026.
- Fines are per breach, up to VND 100 million (about USD 3,800) for a company (Decree 288/2026/ND-CP). A company incorporated before 1 July 2025 that fails to supplement BO information faces VND 70–100 million (about USD 2,700–3,800), plus an order to supplement.
- Wrong or missing records also count. Untruthful or inaccurate BO information: VND 30–70 million (about USD 1,200–2,700). Not keeping the company’s own BO list: VND 40–70 million (about USD 1,500–2,700).
- These amounts apply to organisations; individuals pay half. USD figures are rounded at VND 26,000 = USD 1.
Being listed is not a finding of breach. Whether a fine applies depends on your company’s filing history.
Do this now: check your company’s position
- Request a list check using your company name, tax code and email.
- Complete the guide’s six-question self-check; no email is needed.
- Gather registration records and previous BO declarations; use the contact form for company-specific questions.
Being listed is not a finding of breach.
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
Is your company on the 42,911-company urgent inspection list?
Check if your company is on the listWhat 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 amended 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, or grounds show a tier-1 individual is not the beneficial owner: 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 amended 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
Your answers stay in this browser. Nothing is sent or stored. No email is needed.
Frequently asked questions
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 and identify the individual with actual control if no one meets the tier-1 ownership test or there are grounds to believe that an individual identified under that test is not the beneficial owner. 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) is headquartered in Ho Chi Minh City, with teams in Hanoi and Hai Phong, serving clients throughout Vietnam, 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 available through other ECOVIS International member firms.
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.
Labels: CL = current law · MP = market practice · AS = assumption.
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