Nguyen Danh Cong – Partner
Nguyen Quang Thai – Junior Associate
Since 01 July 2025, the transparency of Beneficial Owner (“BO”) information has become a central legal requirement in corporate governance. Accordingly, to tighten compliance, the Government issued Decree No. 288/2026/ND-CP amending and supplementing a number of articles of Decree No. 122/2021/ND-CP on the sanctioning of administrative violations in the field of planning and investment (“Decree 288”), establishing a strict penalty framework for violations related to updating, maintaining, and providing BO information.
In particular, reviewing and standardizing BO information is currently highly urgent. On 03 September 2026, the Ministry of Finance issued Official Letter No. 13767/BTC-DNTN on accelerating the implementation of Decision No. 948/QD-TTg of the Prime Minister, requiring provincial business registration authorities to focus on inspecting BO-related contents of enterprises in the last 4 months of 2026.
Accordingly, on 07 October 2026, the Agency for Private Enterprise and Cooperative Development issued Official Letter 3164/DNTN-GS on inspecting the declaration of beneficial owner information of enterprises, requesting the Departments of Finance of provinces and centrally-run cities to direct business registration authorities to urgently inspect and review BO information. Notably, this Official Letter is accompanied by a list of enterprises established or having registered changes since 01 July 2025, but lacking BO information, which require priority focus in compliance inspections. Therefore, enterprises need to pay attention to the following obligations and corresponding penalties to proactively avoid risks:
1. Obligation to declare and update BO information
Enterprise founders and enterprises must declare and notify BO information to the provincial business registration authority and self-determine the BO as the individual with controlling rights over the enterprise (if any). The act of failing to declare BO information and information to determine the BO (if any) when registering for enterprise establishment is subject to a fine ranging from VND 50,000,000 to VND 100,000,000 and a mandate to supplement the missing information.
For enterprises registered for establishment before 01 July 2025, the supplementation of BO information and information to determine the BO (if any) shall be carried out at the next time the enterprise registers or notifies changes to enterprise registration contents, unless proactively supplemented earlier. If the information is not supplemented at the next registration or notification, a fine ranging from VND 70,000,000 to VND 100,000,000 shall be applied.
2. Obligation to notify changes and accurately declare BO information
The Law on Enterprises 2020 and Decree No. 168/2025/ND-CP require enterprises to notify changes in BO information or declared ownership ratios within 10 days from the date the change occurs. Delays in fulfilling this obligation will be penalized based on the specific severity of the violation:
a. 01 to 10 days late: Warning.
b. 11 to 30 days late: Fine from VND 10,000,000 to VND 20,000,000.
c. 31 to 90 days late: Fine from VND 30,000,000 to VND 40,000,000.
d. 91 days or more late: Fine from VND 50,000,000 to VND 60,000,000.
If the enterprise completely fails to notify changes to BO information, the applicable fine will range from VND 30,000,000 to VND 70,000,000, and it will be forced to carry out notification procedures as regulated.
Additionally, the accuracy of BO information is strictly controlled by state agencies. Enterprises will face a fine ranging from VND 30,000,000 to VND 70,000,000 for untruthful or inaccurate declaration of BO information in change notification dossiers or related enterprise registration dossiers.
3. Obligation to maintain and provide BO information
In addition to the obligation to declare and update BO information, enterprises are required to:
a. Maintain the List of BOs in paper or electronic form at the headquarters. Failure to keep this document will result in a fine of VND 40,000,000 to VND 70,000,000 and a mandate to restore and fully maintain the records.
b. Provide complete and accurate information when requested by competent state authorities. Failure to provide complete information or providing it late will result in a fine of VND 20,000,000 to VND 30,000,000. More seriously, failing to provide information or providing untruthful or inaccurate information will result in a fine of VND 50,000,000 to VND 70,000,000.
4. Recommendations for enterprises
Under pressure from the peak inspection period at the end of 2026 and the risk of heavy financial penalties, enterprises (especially FDI enterprises with complex, multi-layered ownership structures) need to urgently take internal review steps. In particular, for enterprises on the list for focused inspection of BO information under Official Letter 3164/DNTN-GS, the following must be urgently implemented:
a. Immediately check BO information and update it right away if not yet declared, while ensuring the accuracy of the BO information already declared on the system.
b. Ensure that the List of BOs and documents proving actual control rights are being fully maintained in accordance with standards at the head office.
c. Establish an internal monitoring process to ensure that any changes in the ownership ratio structure or controlling personnel are notified to state agencies within 10 days from the date of occurrence.
d. Prepare a complete set of dossiers related to BOs to provide them immediately, transparently, and accurately upon sudden inspection or examination requests, avoiding the risk of penalties due to delays or providing insufficient information.
Overall, Decree 288/2026/ND-CP shows a trend of strengthening the management of transparency in corporate ownership structures through the addition of penalty sanctions and the promotion of activities to inspect compliance with the obligation to declare beneficial owner information. In the context of the ongoing peak inspection campaign at the end of 2026, enterprises, especially FDI enterprises, must urgently review their current BO data, systematize evidentiary documents, and establish internal monitoring mechanisms to eliminate legal risks as well as unnecessary financial damages.
