Exciting Strategic Wins from the Vietnam Personal Data Protection Law 2025 for Tech Leaders

  Fines are rising. Risks are growing. But with the right mindset, so is opportunity. A new legal framework is changing the way businesses must handle personal data.

This article breaks down the key takeaways, risk points, and action steps every business leader should know about the Vietnam Personal Data Protection Law.

Whether you operate locally or work with customers across borders, this law affects how you collect, use, and share information.

By the end of this guide, you would see how aligning with the law is not just about avoiding penalties, it is about complance in Vietnam for building trust and competitive strength.

Why Vietnam Personal Data Protection Law Is A Big Change

New rules often feel complex. But this one is simple at its core: respect personal data, or face the consequences.

The Vietnam Personal Data Protection Law sets strict standards for how businesses must handle the personal data of individuals. It applies broadly, including to companies based outside the country that process local user data. The consequences for violations are serious. Businesses can face fines of up to five percent of their previous year’s total revenue. If the violation involves trading personal data, the fine may reach ten times the financial gain from that transaction.

This means data protection is no longer just a technical issue or an IT department’s concern. It is a leadership responsibility. If your organization interacts with individuals in Vietnam, whether by providing services, collecting emails, or storing customer records, then this law also applies to you.

The good news is that the law also provides a structure for businesses to follow. Those that take the time to understand and act on it will not only reduce their risk, they will earn the trust of their customers and partners.

Vietnam Personal Data Protection Law

What You Gain From This Brief of Vietnam Personal Data Protection Law

This article gives business leaders a brief view of what the Vietnam Personal Data Protection Law means in practice, and how to respond. You’ll gain:

• A clear understanding of the law’s purpose and structure
• Practical strategies for reducing risk and avoiding costly mistakes
• Examples that make the law real, even without technical details
• Guidance for preparing for internal readiness across teams
• Key answers to questions many business leaders are asking right now

Whether you are managing legal, operations, or marketing, the lessons here will help you turn compliance into capability. And throughout, you would see how the Vietnam Personal Data Protection Law can support, not slow your growth.

From Risk to Readiness For Vietnam Personal Data Protection Law

A Wake-Up Call for Digital Sovereignty

Vietnam’s digital economy has grown at high speed, millions of users online, apps and platforms expanding, and personal data collected at scale. But as the digital world expanded, so did its shadows.

Scammers, often from outside the country, began using stolen data to target Vietnamese people. Fake job offers, financial traps, identity fraud, powered by leaked names, phone numbers, and national IDs. These were not just individual scams. They became a systemic threat to public trust.

That is when it became clear: Vietnam needed a shield.

The Vietnam Personal Data Protection Law was the wake-up call. Not just a legal document, but a national decision. A signal that Vietnam would no longer be a passive participant in the global data economy. That it would take back control, protecting its citizens, defining its rules, and claiming digital sovereignty.

This context matters. It helps businesses see that this law is not just a compliance issue. It’s a strategic pivot by the government, one that smart companies will align with, not resist.

An Example Stories of Two Companies

Imagine a company collecting customer data to improve its service. One day, that information is leaked. The company has no proof of consent. No internal process. No one knows what to do.

Now picture a different company. It collects only necessary data. It’s transparent. It has a plan. If something goes wrong, it acts within hours, not days.

Both companies operate in the same market. But only one is ready. That’s the difference the Vietnam Personal Data Protection Law makes, not just in penalties, but in business continuity and brand trust.

What theVietnam Personal Data Protection Law Requires and Why It Matters

Scope and Application

The law covers any organization that collects, stores, uses, or shares the personal data of people in Vietnam. It applies even if the organization is located elsewhere, as long as it works with local users or customers.

Consent and User Rights

Consent must be active, informed, and purpose-specific. No hidden terms. No default opt-ins. Users must understand what data is collected, why, and how it will be used, and must be free to say no.

Assessments and Documentation

Organizations must create written explanations for their data practices, especially if data is transferred across borders. These assessments help authorities evaluate whether your business is handling data properly.

Breach Reporting

If personal data is leaked or misused, you have just 72 hours to report it. Delays not only bring legal trouble but damage trust. Preparation is non-negotiable.

Enforcement of 5 % of Annual Revenue

Violations can result in major financial penalties, up to 5 percent of annual revenue, or 10 times the profit gained through illegal data use. The law is enforced by the Ministry of Public Security of Vietnam.

Small Business Consideration

Some requirements may be eased temporarily for smaller companies. But the obligation to act responsibly, and to respond to breaches, still applies to everyone.

Why This Vietnam Personal Data Protection Law, and Why Now?

Many business leaders ask: Why is Vietnam doing this now?

Because the risks have changed. And Vietnam has changed, too.

• The country is now one of the region’s fastest-growing digital economies.
• Personal data is the currency of the future, and the weapon of choice for fraudsters.
• Citizens have been targeted by scams using stolen data.
• The government has seen how lack of rules weakens both public safety and economic stability.

This law is part of a wider movement: Vietnam’s push to define its digital future, not inherit it. It’s about balancing open markets with sovereign control.

And for foreign businesses, that’s not a wall, it is a welcome mat. It shows that Vietnam is serious about becoming a trustworthy, modern, competitive destination.

What to Do Next With Vietnam Personal Data Protection Law

Start with mindset. This is not just a checklist. It is a leadership test.

• Understand how personal data flows in your business.
• Create visibility, not confusion.
• Make compliance part of your brand, something customers see, not just regulators.
• Assign responsibility and build a response plan.
• Review your language. Does your consent form sound like a contract or a conversation?
• Ask your teams if the company needs this data and do users know what the company does with it.

Treating the Vietnam Personal Data Protection Law as a partnership, not punishment, will set you apart.

A Step-by-Step Path to Prepare for Vietnam Personal Data Protection Law

Even if every company is different, the journey toward compliance often follows a similar path. Here are six clear steps your business can follow to align with the Vietnam Personal Data Protection Law.

You do not need to complete them all at once, but moving forward with consistency is key.

Step 1: Understand Your Data

Identify what personal data you collect, where it comes from, and how it moves through your organization.

Step 2: Review Why You Collect It

Clarify your reasons for collecting each type of data. Only keep what’s necessary.

Step 3: Create Clear Consent Processes

Ensure users can say yes or no freely and in plain language. Avoid default opt-ins.

Step 4: Appoint Someone to Be in Charge

Assign a trusted person or team to manage data protection and communication with regulators.

Step 5: Prepare for Incidents

Have a simple, clear plan ready in case of a data breach. Speed matters.

Step 6: Write It Down

Document your practices. This shows intent and builds trust inside and outside your business.

Frequently Asked Questions (FAQ)

Q: Does the Vietnam Personal Data Protection Law require data to be stored locally?

A: Not in all cases. But authorities may require local storage or access for certain data types.

Q: Can we include consent in general terms and conditions?

A: No. Consent must be separate, active, and purpose specific.

Q: What if our company is outside Vietnam?

A: If you handle personal data of Vietnamese users, the law applies, no matter where you are based.

Q: Are small companies exempt?

A: Some obligations may be delayed for small firms, but responsible data handling is still required.

Q: What happens if we do not report a breach in time?

A: You risk higher fines and damage to your reputation. Having a plan makes all the difference.

Legal Readiness Is Business Strength

This is not just a law. It’s a moment.

Vietnam has drawn a digital boundary and invited the world to cross it, with respect, with care, with alignment.

The Vietnam Personal Data Protection Law is not a burden. It is a blueprint for growth with trust. For building businesses that last. For earning loyalty in a region that rewards those who act responsibly.

Foreign companies that prepare early and work in harmony with these new rules will be seen not just as compliant, but as credible, future ready, and welcomed.

About ANT Lawyers, a Law Firm in Vietnam

We help clients overcome cultural barriers and achieve their strategic and financial outcomes, while ensuring the best interest rate protection, risk mitigation and regulatory compliance. ANT lawyers has lawyers in Ho Chi Minh city, Hanoi,  and Danang, and will help customers in doing business in Vietnam.

Source: https://antlawyers.vn/privacy/vietnam-personal-data-protection-law-new.html

Greenwashing in Vietnam: 5 Legal Triggers That Can Undo Your Deal and How to Fix

  They told you everything was green.

The ESG policy looked right. And you signed the deal. Then the audit report leaked. Then the complaints started flowing.

And you learned the hard way, what looked like sustainability was just storytelling.

The practice of greenwashing in Vietnam is no longer a branding issue. It is a legal and transactional threat. Contracts can collapse. Investment protections can erode. Market access can vanish. And international buyers would walk away.

In here, let’s together bring in a Vietnam lawyer’s view of how greenwashing in Vietnam becomes a legal trap, and how to defuse it using contractual agreements.

We’ll explore five common legal issues hidden in ESG claims, how Vietnamese business culture sometimes complicates these issues, and how to convert ESG risk into legal resilience in Vietnam.

Greenwashing in Vietnam

Greenwashing in Vietnam is a Deal Risk, Not a PR Problem

Sometime ago, environmental talk was just a marketing bonus for ESG for exporters from Vietnam. Today, ESG compliance in Vietnam is made into law, trade agreements, financing conditions, and shareholder expectations. And that is where the real risk lies.

Because once ESG makes its way into a contract clause, it stops being soft. It becomes enforceable.

What might be difficult to notice is that, greenwashing in Vietnam sometimes, it is a selective truth. Highlighting a solar panel, hiding wastewater discharge. Claiming about fair wages, omitting the subcontractor practices. These partial truths form the basis of what lawyers call misrepresentation.

But there is another layer, Vietnamese business culture itself. The emphasis on building trust through relationships, the comfort with informal verbal assurances, and the reluctance to challenge a long-standing partner’s claims, all of these contribute to oversight that ESG claims can go unchallenged. ESG in Vietnam, for many companies, is still seen as branding rather than binding commitment.

How Legal Drafting Can Shield You from ESG Fiction

This is about what happens when things go wrong, and how to protect your deal before the greenwashing in Vietnam headlines hit.

We will discuss our opinions on how to:

• Recognize the different legal faces of greenwashing in Vietnam
• Use Vietnamese civil and commercial law to shift liability
• Consider using clauses that allow you to audit, terminate, and seek indemnity
• Prevent ESG surprises through due diligence
• Navigate cultural sensitivities while reinforcing contractual clarity

It’s ESG insurance, but instead of paperwork, it’s contract.

A Realistic Scenario Investors Face in Vietnam

Imagine this.

You are negotiating a joint venture with a Vietnamese company. Their claim is all materials are eco-certificated.

You invest.

Later, you receive a claim letter from an oversea client because it turns out, only part of the product meets the requirements which make the whole product is subject to ban regulation. The certificates are self-issued.

This is not just greenwashing in Vietnam, it is contractual fraud by omission. And unless your agreements had ESG-specific warranties, your legal options are limited.

Now put in the cultural challenge when your partner insists this was not a big issue and offers to fix it next season. In Vietnamese business culture, preserving the relationship often outweighs immediate compliance. But foreign investors cannot afford that, especially when legal obligations to clients and regulators are clear-cut.

5 Legal Triggers Where ESG Greenwashing in Vietnam Can Undo Your Deal

Let’s break this down into five key areas where greenwashing in Vietnam becomes a live legal trap for investors and business partners.

Misrepresentation and Fraud in Contract Formation

Under the Civil Code of Vietnam, contracts can be annulled if signed based on misinformation or deception. ESG claims that were material to the decision to invest, if later shown to be false, can form legal grounds for damages.

But the problem is ESG representations are often not treated like financial figures, so they’re left vague. And in Vietnamese practice, in many cases, mutual trust may even override written terms unless explicitly challenged.

Breach of Representations and Warranties

Careful drafted Share Purchase Agreement, Jointventure contracts, and supply agreements often include reps and warranties, statements of fact guaranteed by the other party. If ESG claims were included, and later proven false, they can form a breach.

Greenwashing in Vietnam undercuts these promises. But enforcing them may require pushing past the cultural discomfort of confrontation, something Vietnamese parties often resist unless clearly spelled out in the agreement.

Material Adverse Change (MAC) Clauses

You may have inserted a MAC clause for general compliance. But ESG breaches, especially if they result in license suspension, regulatory fines, or reputational damage, can qualify as a “material change” under Vietnamese law.

Without clear contractual timelines, these can delay enforcement and allow ESG risks to accumulate without you knowing in time.

Regulatory Penalties and Public Disclosure

Vietnamese laws like the Law on Environmental Protection, the Law on Advertising, and the Law on Consumer Protection contain strict clauses on misleading environmental claims.

Authorities are increasing scrutiny on sustainability deception. If your partner is caught greenwashing in Vietnam, investigations can halt operations, revoke licenses, and trigger retroactive liabilities, where you, as investor or buyer, get pulled in.

Do not expect a written confession or open admission in Vietnamese culture.

Crosswashing in Vietnam and Selective ESG Reporting

Crosswashing in Vietnam is when a company showcases a single positive ESG initiative, like renewable energy use, but hides parallel abuses, like water pollution.

This creates a legal trap, because even if their reports are technically true, they may be misleading by omission which can be interpreted as deceptive intent under unfair competition law. 

Practical Legal Steps to Protect Against ESG Deception

Step 1: Define ESG in the Contract

Do not just say that the Company shall comply with ESG standards. Define them:

• Refer to Vietnamese laws
• Cite specific international frameworks
• Apply them across the supply chain
• State that these obligations are material, non-negotiable, and subject to inspection

Step 2: Draft the Greenwashing Clause

You need to review the contract and consider the clause which the seller represents that all ESG-related disclosures are materially accurate and complete. Any misrepresentation, whether by commission or omission, shall constitute a material breach, entitling the buyer to terminate and seek indemnity.

This helps make greenwashing in Vietnam is not just reputational, it is actionable.

Step 3: Holdbacks for ESG Milestones

Reserve a portion of payment tied to ESG compliance after some time, verified by third-party audit. This bypasses cultural hesitation to confront and ties ESG to cash flow, something no party ignores.

Step 4: Create Audit Rights with Surprise Inspections

Contracts should allow:

• Unannounced audits
• Document checks
• Worker interviews
• On-site testing

Greenwashing in Vietnam thrives where oversight is passive. This makes it proactive.

Step 5: Conduct ESG Due Diligence Like Financial Due Diligence

• Ask probing questions
• Verify permits
• Speak to employees
• Understand local norms

Sometimes, the red flag is not what is shown, but what is never asked. Do not assume local partners will volunteer bad news.

Make ESG Part of Your Legal and Cultural Intelligence

Greenwashing in Vietnam is no longer subtle. But it is also a cultural puzzle. In a business environment where harmony is prized over confrontation and trust is shown before verification, legal safeguards must do.

You do not need to mistrust your partners. But you do need to put your trust in writing, and back it with audit rights, clear terms, and enforcement paths.

Hence, in conclusion, greenwashing in Vietnam is not just a branding issue, it is a legal and commercial risk that can quietly undermine contracts, investor confidence, and regulatory standing. In a business culture where informal agreements and trust-based relationships are common, vague or misleading ESG claims can slip by unnoticed until it would be too late. The solution is not suspicion, but structure. Clear legal language, enforceable ESG clauses, and practical audit mechanisms can protect your investments. As ESG expectations rise globally, those who anticipate and address these risks legally will lead with resilience, clarity, and compliance in Vietnam’s fast-changing market.

Frequently Asked Questions (FAQ)

What defines greenwashing in Vietnam?

When companies exaggerate or misrepresent eco-friendly or ethical practices to influence business decisions, without substantive compliance or transparency.

Are ESG misrepresentations legally actionable?

Misleading green claims violate consumer, advertising, and competition laws. Contracts with ESG warranties also provide legal remedies.

How do you identify greenwashing before contracting?

Ask for permits, audit reports, and third-party certifications. Cross-check claims through site visits and staff interviews.

What is crosswashing?

Crosswashing occurs when companies publicly highlight one green initiative while continuing harmful practices elsewhere.

Can international investors face consequences from local greenwashing?

Investors may lose contracts, face lawsuits, or suffer reputational harm if their partners are exposed for false ESG claims.

About ANT Lawyers, a Law Firm in Vietnam

We help clients overcome cultural barriers and achieve their strategic and financial outcomes, while ensuring the best interest rate protection, risk mitigation and regulatory compliance. ANT lawyers has lawyers in Ho Chi Minh city, Hanoi,  and Danang, and will help customers in doing business in Vietnam.

Source: https://antlawyers.vn/update/greenwashing-in-vietnam-5-legal-triggers.html

Beneficial Ownership Regulations in Vietnam: 5 Powerful Truths Foreign Investors Must Face in 2025

  Have you once considered using nominee structure to simplify business operations or protect the ultimate beneficial owner? 

Now, who owns what is not a mystery anymore in Vietnam!

At least, not legally.

On June 17, 2025, the National Assembly of Vietnam officially passed amendments to the Law on Enterprises. For the first time, the law introduced beneficial ownership regulations, a binding requirement for companies to identify and disclose their beneficial owners, the individuals who truly own or control a business. This change is part of Vietnam’s broader push to align with international standards and eliminate shadow ownership structures.

This legal update marks a major step forward in Vietnam’s effort to enhance corporate transparency, combat money laundering, and improve investor confidence. While beneficial ownership regulations in Vietnam have been discussed in theory for years, they are now an integral part of the country’s enterprise law framework.

However, not all the details are in place yet. Some obligations are clear. Others are still waiting for guiding decrees from the government. Foreign investors should be aware and act now, but with clarity about what’s certain, what’s coming, and what’s best practice in the meantime.

In here, we will together explore the five most critical truths that international investors when doing business in Vietnam must understand about beneficial ownership regulations in Vietnam based on what’s been passed, what’s expected, and what’s wise to prepare for.

Beneficial Ownership Regulations

Beneficial Ownership Is Now a Legal Obligation in Vietnam

For years, investors could rely on nominee shareholders, complex holding structures, or offshore layers to remain discreet. While legal ownership was declared in public documents, the real power and profit often belonged to someone else entirely.

Vietnam’s 2025 amendment to the Law on Enterprises ends that “solutions”.

The newly added provisions of beneficial ownership regulations require all companies, domestic and foreign, to collect, store, update, and disclose information on their beneficial owners when requested by competent authorities. This requirement on beneficial ownership regulations is not optional. It applies to companies of all sizes and sectors, including those backed by foreign capital.

The law marks a major shift from the traditional approach of self-reporting legal owners. It recognizes that true ownership may lie beneath the surface, and that economic control, not paperwork, tells the real story.

Complying with the Law Will Boost Your Business Credibility

The goal of these beneficial ownership regulations in Vietnam is not to punish legitimate business owners. On the contrary, it is to build trust in the market. For foreign investors, this means greater predictability, safer transactions, and easier integration with international financial and compliance systems.

Vietnam is under pressure to tighten its legal system and escape the Financial Action Task Force (FATF) “grey list”. Greater transparency around ownership is one of the key benchmarks. That’s why authorities are acting fast, and why foreign investors should act ahead to stay compliant with the beneficial ownership regulations.

Complying with beneficial ownership regulations in Vietnam early helps:

• Secure smooth company registration or restructuring
• Reduce delays in opening bank accounts
• Avoid red flags during tax audits or inspections
• Demonstrate good faith in joint ventures or cross-border M&A

In short, companies that are transparent from the beginning will face fewer roadblocks later. And in today’s regulatory climate, that can be a decisive advantage.

What the New Beneficial Ownership Regulations in Vietnam Look Like

Let’s break down what the law says, and what it does not say yet about the beneficial ownership regulations in Vietnam.

What’s Certain:

• The definition of a beneficial owner is now part of Vietnamese law. It refers to any natural person who directly or indirectly owns or controls a company or benefits financially from its activities.
• All companies must now maintain accurate and updated records of their beneficial owners and provide this information upon request by state authorities.
• The legal responsibility to do so falls on the company and its legal representative.

This part of the law on beneficial ownership regulations will be in force starting July 2025. The obligation is real and immediate.

What’s Not Yet Specified:

• The thresholds or conditions under which a person qualifies as a beneficial owner (e.g., owning 25% of capital, voting rights, profits, or control).
• The exact procedure for declaring beneficial ownership, such as which forms to submit or how often to update records.
• The penalties for failure to comply, or for false declarations, which are expected to be set out in a future Decree or Circular.

Common Global Standard:

In the absence of domestic thresholds, most countries follow FATF guidelines, which define a beneficial owner as someone who:

• Owns 25% or more of a company’s shares or voting rights, or
• Exercises effective control over the company, even if indirectly, or
• Benefits from 25% or more of the company’s income or assets

This benchmark is widely accepted and recommended for practical compliance until the official Decree on beneficial ownership regulations is issued.

Real-Life Scenario:

We had come across a situation which foreign investors owns company through an offshore structure. The client attempted to open a bank account at a foreign owned bank in Vietnam.  The application was rejected because ultimate BO is not disclosed enough under the bank’s international standard practice. The client then switched to a local bank in Vietnam to open a bank account in Vietnam, and the application went through quickly.  However, likely soon, when Vietnamese implementation rules on beneficial ownership regulations, that would not happen.

Legal Sources, Risks, and How Enforcement Will Work

Vietnam’s shift toward beneficial ownership disclosure is backed by a coordinated legal campaign. The amended Law on Enterprises (2025) is only one part of the bigger puzzle.

Legal Foundation:

• Law on Enterprises (amended 2025) which establishes the legal requirement for all businesses to identify and maintain information on their beneficial owners.
• Law on Anti-Money Laundering, which already requires financial institutions to perform Know-Your-Customer (KYC) due diligence and report suspicious ownership structures.
• Upcoming Decree & Circulars on beneficial ownership regulations will will fill in key blanks, such as thresholds, submission requirements, and administrative processes.

Enforcement Will Be Multi-Layered:

• Licensing authorities  may refuse to register or amend company records without proper BO disclosure.
• Banks may deny account openings or flag accounts where BO information is missing or unclear.
• Tax authorities may consider non-disclosure a red flag for fraud or evasion.
• Police or security agencies may investigate ownership structures involving foreign entities in sensitive sectors.

Risk of Non-Compliance:

• Administrative fines
• Delays or rejection in investment licensing
• Denial of work permits or legal representative changes
• Freezing of bank accounts or refusal to release capital
• Loss of reputation with business partners and regulators

In time, it is expected that beneficial ownership records will be integrated into Vietnam’s national business registry system. Auditors, financial institutions, and even foreign tax authorities may rely on this data.

What Foreign Investors Must Do Immediately

Even though some technical details on beneficial ownership regulations are still pending, foreign investors should not wait for the decree before acting. The legal requirement on beneficial ownership regulations to identify beneficial owners is already in place, and early compliance is smart risk management.

Practical Steps You Should Take Now:

1. Map Your Ownership Chain

– Create a full ownership diagram from the foreign parent company down to the Vietnamese entity

– Highlight any “nominee” structures or indirect holding vehicles

2. Identify the Natural Persons Behind the Company

– Look for anyone with significant shareholding, profit rights, or decision-making influence

– Use the 25% standard as a conservative threshold

3. Collect and Document Key Information

– Full name, nationality, and legal ID (passport or national ID)

– Permanent address and contact information

– Legal basis for ownership or control

4. Update Internal Records

– Maintain a separate Beneficial Owner file within your company registry

– Review and update it annually or after any major transaction

5. Engage Legal and Tax Advisors

– Review shareholder agreements, capital contributions, and trustee arrangements

– Ensure BO disclosure aligns with cross-border reporting obligations

6. Monitor for Updates

– Watch for the upcoming implementing Decrees

– Update your compliance program once the final rules are issued

Transparency Is Not Optional Anymore

Beneficial ownership regulations in Vietnam mark a new era in legal compliance and corporate accountability. This is not a temporary trend. It is part of a permanent shift toward transparent, ethical business practice, both within Vietnam and globally.

Foreign investors should welcome this clarity on beneficial ownership regulations. It levels the playing field. It removes unfair advantages held by anonymous operators. And most importantly, it builds trust between investors, partners, and the Vietnamese state.

Acting now is essential. So you are suggested not to wait for the government to tell you exactly how to comply with beneficial ownership regulations. Prepare yourself based on best practices. Get ahead of the curve. And build your business in Vietnam on a legal foundation that earns trust, at home and abroad.

What Is the Difference Between BO and UBO, and Why It Matters in Vietnam

When discussing beneficial ownership, two terms often appear: Beneficial Owner (BO) and Ultimate Beneficial Owner (UBO). While sometimes used interchangeably in everyday conversation, they carry important legal and compliance distinctions, especially as Vietnam moves to align its laws with international standards.

Beneficial Owner (BO)

A beneficial owner is any natural person who, directly or indirectly, owns, controls, or benefits from a company or legal entity, even if they are not officially listed in corporate registration documents.

In Vietnam’s 2025 amended Law on Enterprises, this term is legally introduced as beneficial owner (BO). The law now requires companies to collect, store, and provide this information upon request to comply with beneficial ownership regulations.

Ultimate Beneficial Owner (UBO)

An ultimate beneficial owner is the final natural person at the end of a chain of ownership or control. In other words, the UBO is not a company, trust, or nominee, but the real human who ultimately owns or controls the legal entity, regardless of how many layers of entities or intermediaries exist in between.

What Vietnam Law Covers:

• Although the term used in Vietnam’s law is beneficial owner (BO), both the intent of the law and upcoming regulations are expected to focus on identifying the UBO, in line with FATF Recommendation
• This aligns Vietnam with international best practices where regulators, banks, and enforcement bodies look through corporate chains to find the real natural person in control

Why This Distinction Matters:

• When reporting to Vietnamese authorities or banks, you should be ready to disclose the UBO, not just the BO at the first layer
• Corporate structures designed to obscure UBOs will likely trigger delays, refusals, or investigation
• Using both terms correctly in legal filings and compliance policies shows you understand and respect Vietnam’s evolving transparency framework

Frequently Asked Questions (FAQ)

1. Does the new law on beneficial ownership regulations apply to foreign investors?

Yes. All companies in Vietnam, including foreign-invested enterprises, must comply with the beneficial ownership regulations.

2. Is the 25% threshold officially required for beneficial ownership regulations in Vietnam?

Not yet. The 25% figure is widely used globally and expected to be adopted in future regulations, but the current law does not set a specific number.

3. Can I use a nominee to help go around the law that restrict ownership and comply with beneficial ownership regulations?

Nominee structures to go around the law seems not to be efficient any longer. The law requires disclosure of the actual person who owns or benefits from the business to comply with beneficial ownership regulations in Vietnam.

4. When will the Decree on beneficial ownership regulations in Vietnam with details be released?

Typically, implementing Decrees follow 3 to 6 months after a new law is passed. Watch for updates.

5. What if I fail to disclose my beneficial owner?

You may face fines, delays in licensing, refusal of bank services, or investigation by regulators.

Step-by-Step Summary Checklist for Foreign Investors to Comply with Beneficial Ownership Regulations

Draw your full corporate ownership map

Use the 25% rule as a working standard

Identify and document your beneficial owners

File disclosures proactively if required by licensing authorities

Prepare internal systems for record-keeping and annual updates

Consult with lawyers in Vietnam and stay alert for new guidance from the government

About ANT Lawyers, a Law Firm in Vietnam

We help clients overcome cultural barriers and achieve their strategic and financial outcomes, while ensuring the best interest rate protection, risk mitigation and regulatory compliance. ANT lawyers has lawyers in Ho Chi Minh city, Hanoi,  and Danang, and will help customers in doing business in Vietnam.

Source: https://antlawyers.vn/bo/beneficial-ownership-regulations-truths.html