Further Discussions On The New Provisions On Beneficial Owners
In this post, we continue to discuss certain aspects of the new provisions on beneficial owners (BOs or commonly called as “UBOs”) under the new amendments to the Enterprise Law 2020 passed in June 2025 (2025 Enterprise Law Amendment) and the new Decree 168/2025 on enterprise registration. We have discussed some of the issues in our earlier post.
UBOs with joint controls
Under the 2025 Enterprise Law Amendment and Decree 168/2025, the criteria to determine whether an individual is an UBO seem to apply to a single individual only. As such, it is not clear if the information about related persons of such individual (e.g., his/her relatives) should be taken into account when determining an UBO. For example, it is not clear if an individual together with his/her spouse hold more than 25% voting rights of an enterprise should be declared as an UBO. A literal reading of Decree 168/2025 suggests that declaration of UBOs is not required in case of joint control. However, such an approach is likely not consistent with the purpose of the provisions on UBOs.
Obligation to collect and maintain internal records on BOs
Under the 2025 Enterprise Law Amendment, an enterprise has the obligation to collect, update and maintain information about the UBOs of such enterprise (UBOs Information) and must supply the UBOs Information to competent authorities when requested. Under Decree 168/2025, an enterprise must on its own determine UBOs who do not hold 25% but still controls how certain decisions by the relevant enterprise are made. However, in fact, an enterprise may not have all the relevant information to determine who could qualify as an UBO. In addition, there is no express obligations on the part of the relevant members, shareholders or owners of an enterprise to supply UBO Information to the enterprise. Therefore, the law is not clear on how an enterprise could collect UBOs Information if it is unable to collect such information. For example, two shareholders may enter into a shareholder agreement or voting agreement without disclosing such information to the relevant enterprise. Therefore, the relevant enterprise may not be able to know that such shareholders are UBOs to make the required notification to the authorities.
This post is written by Nguyen Quang Vu.