Effortless Guide to Successfully Setting Up a Company in Da Nang: 10 Essential Steps for Foreign Investors

 Da Nang, Vietnam’s coastal , is rapidly becoming a preferred destination for foreign entrepreneurs and investors. Whether one seeks to expand a business, tap into a skilled yet cost-effective workforce, or enjoy a relaxed lifestyle while running a company remotely, Da Nang offers an abundance of opportunities. However, the journey of setting up a company in Da Nang requires a clear understanding of Vietnam’s regulatory framework, legal procedures, and compliance obligations. Foreign investors often face challenges related to investment conditions, minimum capital requirements, hiring local employees, and securing an office space. Navigating these complexities without professional assistance can be overwhelming, making it crucial to engage local English-speaking lawyers who can facilitate a seamless registration process.

Choosing the Right Business Structure

One of the first and most important steps in establishing a business in Da Nang is choosing the right company structure. Foreign investors have several options depending on their business needs and expansion goals. The most common and practical choice for many is the Limited Liability Company (LLC), which can be wholly foreign-owned and is relatively simple to manage. For larger enterprises that aim to raise capital through shareholders, the Joint Stock Company (JSC) is a suitable alternative.

Some foreign companies, particularly those interested in market research or liaison activities, may opt for a Representative Office (RO), which allows them to establish a presence in Vietnam without engaging in direct business operations.  Although RO (different from company) is not a legal entity in Vietnam laws, it is worth mentioning for the purpose of simplicity and cost effective solutions in many cases which following procedures might not apply.  Each business structure comes with its own set of regulations, and selecting the most suitable entity is a crucial decision that impacts the ease of doing business in Da Nang.

Applying for the Investment Registration Certificate (IRC)

Once the business structure is determined, foreign investors must apply for an Investment Registration Certificate (IRC) from the Da Nang Department of Planning and Investment (DPI). This certificate serves as official approval for foreign investment in Vietnam. The application process involves submitting a detailed business plan, proof of financial capability, and legal documents of the investor.

Some industries are subject to foreign ownership restrictions, and investment projects are assessed based on their contribution to the local economy. The processing time for an IRC typically ranges from fifteen to thirty working days. Delays often occur when applications are incomplete or when authorities require further clarification on the feasibility of the business. Seeking legal assistance during this stage can significantly expedite approval and prevent potential roadblocks.

Obtaining the Business Registration Certificate (BRC)

Following the issuance of the IRC, the next critical step is obtaining a Business Registration Certificate (BRC), which officially establishes the company as a legal entity in Vietnam. This registration requires the submission of various documents, including the company’s charter, the list of shareholders or members, and an application form in compliance with Vietnam’s Enterprise Law.

One of the key challenges at this stage is ensuring that the company name is unique and adheres to local regulations. Additionally, businesses operating in specific industries, such as food and education, may require additional licenses. The processing time for the BRC usually takes between five to ten working days. Engaging a lawyer to pre-check the company name and business scope can help streamline the process and avoid unnecessary rejections.

Registering the Company Seal and Tax Code

After securing the BRC, the company must proceed with administrative tasks such as registering a company seal and obtaining a tax identification number (TIN). These steps are essential for conducting business transactions and complying with Vietnamese tax regulations. Corporate taxes, including Value-Added Tax (VAT) and Corporate Income Tax (CIT), must be declared according to local laws. Tax compliance can be particularly complex for foreign-owned businesses, requiring accurate financial reporting and adherence to strict deadlines. Many foreign investors find it beneficial to hire an accountant or legal consultant who can handle tax filings and maintain compliance with Vietnamese financial regulations.

Opening a Corporate Bank Account

Opening a corporate bank account is another mandatory requirement for businesses operating in Da Nang. This process involves choosing a reputable Vietnamese bank, submitting the required documentation, and fulfilling compliance checks. Some banks may require the legal representative of the company to be present for account setup, adding an additional layer of procedural complexity. Without a business bank account, companies cannot process transactions, deposit capital contributions, or meet regulatory requirements. Working with a lawyer during this stage ensures that the process is handled efficiently and that investors select a bank that aligns with their business needs.

Contributing the Required Capital

Another crucial requirement for foreign-owned businesses in Vietnam is contributing the declared capital within ninety days of company registration. While there is no official minimum capital requirement for most industries, investors must declare a reasonable amount that reflects the operational needs of the company.

Certain industries, such as finance and real estate, may have higher capital requirements due to regulatory standards. Failure to contribute the capital within the designated timeframe can lead to penalties or even the revocation of the business license. Lawyers specializing in business law can provide strategic advice on capital structuring to ensure compliance while maintaining financial flexibility.

Securing an Office Space

Securing an office space is an essential part of establishing a business presence in Da Nang. Vietnamese law requires companies to have a registered business address, and the choice of office location depends on the nature of the business. Startups and technology firms may opt for virtual offices, while more established companies may require physical office space.

Industrial businesses, on the other hand, must operate from designated industrial zones. Leasing agreements must be legally notarized and registered with authorities to be valid. Some business activities may also require site inspections or additional approvals before commencing operations. Investors are advised to work with local legal professionals to ensure their lease agreements comply with Vietnamese real estate laws and regulatory requirements.

Hiring Local Employees and Work Permits

For those planning to hire local employees, compliance with Vietnamese labor laws is essential. Employers must draft proper labor contracts, register for social insurance contributions, and adhere to local employment regulations.

Hiring foreign employees adds another layer of complexity, as work permits and residency visas are required for non-Vietnamese workers. The process of obtaining a work permit for a foreign executive typically takes four to six weeks, and the employer must demonstrate that the foreign hire possesses expertise not readily available in the local labor market. Many investors find it beneficial to work with an HR consultant or legal advisor to navigate employment laws and ensure a smooth hiring process.

Obtaining Additional Business Licenses

Depending on the industry, additional business licenses may be required before operations can commence. For example, restaurants and food service businesses must obtain food safety permits, while educational institutions need an education license. Securing these permits involves compliance inspections and meeting industry-specific regulations. Overlooking licensing requirements can lead to operational delays or fines, making it crucial to verify all necessary permits before launching the business. Consulting a local legal expert can help ensure all regulatory obligations are met in a timely manner.

Ensuring Ongoing Compliance and Reporting

Once the company is fully operational, investors must focus on ongoing compliance and regulatory reporting. Businesses in Vietnam are required to submit annual financial statements, file tax declarations, and maintain updated employment records. Non-compliance with these requirements can result in severe penalties, including fines or suspension of business activities. Ensuring proper corporate governance and engaging professional legal or accounting services is highly recommended to maintain compliance with Vietnamese laws.

Conclusion

Setting up a company in Da Nang presents exciting opportunities, but it is a process that demands careful planning and a thorough understanding of regulatory requirements. Partnering with local English-speaking lawyers ensures that legal procedures are handled efficiently, investment conditions are optimized, and compliance risks are minimized.

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Why Investors Would Find Phu Quoc a Place for Investment?

 The improvement in infrastructure system along with the preferential policies have stimulated investors to come to  set up company in Phu Quoc.

Phu Quoc, an island in Kien Giang of Vietnam is in the top of three islands having tourism potential in Southeast Asia comparable to Phuket in Thailand and Bali in Indonesia.  Phu Quoc has become a magnet for attracting huge investment flows from foreign investors in the area of real estate, entertainment, casinos, restaurant or food and beverage service business.

Phu Quoc has temperate weather throughout the year. There are also fresh and friendly forest – sea ecology and the modern transport system on the island with international airport and international hospital. Moreover, many infrastructure projects and international schools are under construction, which are necessary and favorable conditions to invite and attract investors to the Pearl Island for doing business.

Why set up company in Phu Quoc?

Capital inflows to Phu Quoc have really exploded after the “knots” in investment were removed. The new airport went into operation that can welcome larger aircraft and serve more flights, in which there are more international direct flights from China, Singapore, Russia and Cambodia. The 51km long radial route on the island has been basically completed; the road around the island and the branch roads are also being deployed. The power grid was pulled from the mainland to the island, replacing the very high cost gasoline power in the past.

The real estate and tourism consultants all agree that Phu Quoc fully convergent elements of an attractive beach for tourist with year-round sunshine, many beautiful beaches such as Long Beach, Truong Beach, Khem Beach and immense virgin forest. Moreover, Phu Quoc has a strategic location with just 1-2 hours flight to the key tourism markets in Southeast Asia.

Both investment and tourism in Phu Quoc have entered the acceleration phase. By the end of July 2015, Phu Quoc has attracted nearly 200 investment projects, including 136 projects that are being implemented in the area of over 5,100 ha with total registered capitals of 6.5 billion USD. Just one part of those projects become reality then it will make Phu Quoc to become a leading tourist destination in Vietnam, ahead of Da Nang and Nha Trang, competing with the top destinations in the area as Phuket and Bali.

Some of the largest Vietnam corporations such as Vingroup, Sun Group, CEO Group, BIM Group are implementing the huge projects that could alter the appearance of the island. In which the giant in real estate sector – Vingroup has invested projects as: Vinpearl Resort on an area of 300 ha in Long Beach, the combining of golf course and safari zoo on an area of more than 2,000 ha, and the 80 ha commercial complex.

The improvement in infrastructure system along with the preferential business and legal environments i.e. favourable land rental rates, corporate income tax, exemption of visa for foreign tourists make Phu Quoc island of Kien Giang, Vietnam a new attractive place for investment.

The actual time for processing paper at the State authority would also last longer in practice when the State authority evaluate the project plan of the investor to ensure that its investment purpose is achievable economically and in accordance to the regulations of Vietnam.  It is advised that the client engage professional law firms in Vietnam to assist with advisory and to apply investment certificate in Vietnam for doing business in Vietnam.

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How to Set Up Company in Hanoi?

 The Law on investment  has a lot of investment incentive policies in economic sectors in Vietnam for foreign investors hence encouraged them to do business in Vietnam including to set up company in Hanoi, Hai Phong, Da Nang, Ho Chi Minh City, Binh Duong and other cities and provinces all over the country.

Why investors set up company in Hanoi?

Hanoi is the capital of Vietnam and has some characteristics that fit certain investors’ business needs.  

According to the results of the Vietnam Provincial Competitiveness Index (PCI) in 2021, Hanoi ranked 10th (68.6 points) in the ranking of 63 provinces and cities.  In particular, Hanoi is highly appreciated for its infrastructure, business support services. 

How to set up company in Hanoi?

Foreign investors that invest in Vietnam in general and Hanoi in particular for the first time must have investment projects and fill in investment registration or examination procedures at state agencies in charge of investment in order to be granted Investment Registration Certificates (“IRC”) and Enterprise Registration Certificate (“ERC”).

Company with 100% foreign capital has founded and operated from the date of issuance of the investment certificate.The investor applies for IRC in Hanoi need to have a possible project which is accepted by the Government (The Department of Planning and Investment of Hanoi City).

The dossier on applying for IRC:

For Investment Registration Certificate, the investor must prepare the dossier included:

i) An application form for execution of the investment project, including a commitment to incur all costs and risks if the project is not approved;

ii) A document about the investor’s legal status;

iii) Document(s) proving the financial capacity of the investor including at least one of the following documents: the investor’s financial statements for the last two years; commitment of a parent company to provide financial support; commitment of a financial institution to provide financial support; guarantee for the investor’s financial capacity; other document proving the investor’s financial capacity;

iv) Proposal for the investment project including the following main contents: investor or method of investor selection, investment objectives, investment scale, investment capital and plan for raising capital, location, duration and schedule of the investment project, information about the current use of land in the location of the project and proposed demand for land use (if any), demand for labor, proposal for investment incentives, impact and socio – economic efficiency of the project and preliminary assessment of environmental impact (if any) in accordance with regulations of law on environmental protection.

If the law on construction requires formulation of a pre-feasibility study report, the investor is entitled to submit the pre-feasibility study report instead of a proposal for the investment project.

v) If the project does not require the State to allocate or lease out land or to permit land repurposing, a copy of the document regarding the land use rights or other document identifying the right to use the location for execution of the investment project is required to be submitted;

vi) Contents of the explanation for the technology to be used in the investment project if the project requires appraisal and collection of opinions on the technology in accordance with the Law on Technology Transfer;

vii) The business cooperation contract if the investment project is executed under a business cooperation contract;
viii) Other documents relating to the investment project, and requirements on the eligibility and capacity of the investor in accordance with regulations of law (if any).

After having the project, the investor needs to apply for Enterprise Registration Certificate (ERC).

The dossier to apply for ERC included:

i) An application for enterprise registration;

ii) The enterprise’s charter;

iii) A list of members of a limited liability company with two or more members or a list of general partners;

iv) A notarized copy of identity card or valid passport of individual member;

v) A notarized copy of the Enterprise Registration Certificate of the organization’s member;

vi) A notarized copy of valid identity card or passport of the organization’s legal representative;

vii) The copy of Investment Registration Certificate.

The time for applying the IRC is 15 working days and the time for applying the company ERC is 03 working days after the date of submitting the valid dossier.

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Benefits of Investors in Setting up a Business in Da Nang

 Da Nang is one of the five major cities in Vietnam, having a geographical location that is particularly conducive to rapid and sustainable economic development. Da Nang has important transportation routes such as the China-ASEAN international railway crossings, seaports and international airports. Foreign investors will find many benefits in setting up business in Da Nang.

Why it is attractive for setting up business in Da Nang?

Da Nang is one of the tourist centers of the country, having rich tourism potential including natural tourism resources and humanities. Da Nang has many famous scenic spots such as Hai Van pass, Son Tra mountain, Ba Na hills, Ngu Hanh Son, Cham Museum or My Khe beach have been voted by Forbes magazine as one of the six most beautiful beaches in the world. These conditions are favorable for the development of diversified forms of tourism such as travel, research, cultural.

Da Nang has infrastructure development, four types of roads are popular: high way, rail way, international airport and international seaport.

Da Nang has the sea lanes to most major ports in Vietnam and around the world. It helps investor more convenient to arrange logistics in Vietnam and other countries.

Moreover, Da Nang’s water supply, electricity supply and communication system have developed rapidly and are increasingly modernized, ranking third in the whole country after Hanoi and Ho Chi Minh City.  Da Nang has Da Nang Port, which help investor in import/export activities easily.

The advantage of the policy mechanism is that Da Nang has also had great support the mechanism and policies for socio-economic development of Da Nang. Since Da Nang was recognized as a national grade I city in 2003, Da Nang has implemented guidelines, regulatory directions and the issuance of specific regulatory mechanisms that support investors in setting up business in Da Nang.

With the support from the Central Government, Da Nang authorities have also developed appropriate policies and mechanisms to facilitate the development of the economy, such as the one-stop-shopping mechanism. For examples: Procedures related to investment, investment locations, land clearance and handover plan, the granting of business registration certificates and investment preference certificates would be carried out under the one-stop-shopping mechanism at the provincial municipal all of them are resolved at Da Nang Administration Center.

With open minded approach, the legal setting in Da Nang is such that investors making meaningful investments and investments favored by the Da Nang’s government can negotiate practical and favorable arrangements from preferential export taxes to work force advantages.

Tradition of unity, consensus of people and the dynamism and creativity of the leadership are the advantages that has mobilized the strength, the most important and decisive resource for the development of Da Nang. The determination of leaders, city authorities in building programs, projects with the support of the people, investors, enterprises, etc that help investors who will invest in Da Nang enjoy the highest benefits in setting up business in Da Nang in particular, and doing business in Vietnam in general.

How lawyers in Da Nang can help investors in setting up business in Da Nang?

Having lawyers in Da Nang with a thorough understanding of local laws and the intricacies of doing business operations at the local level can provide valuable insight and ensure investors have the peace of mind they need to have successful business operations. Knowing local customs, traditions, and how to navigate the obstacles where contacting a Da Nang-based lawyer can help investors get a local perspective and determine proper business set-up strategies. Additionally, an experienced Da Nang lawyer can assist with advising the correct business company type and appropriate license if necessary; being familiar with the various laws at a municipal level; working with local officials to acquire all applicable permits and be aware of all regulatory factors, including taxation; and be always prepared in the event of any dispute to ensure that client complies with local regulations. Thus a lawyer with a deep knowledge and understanding of Da Nang can provide invaluable assistance that will lead investors to successfully running their businesses in the region.

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What Are Conditions for E-commerce Business in Vietnam?

 

E-commerce business in Vietnam is conditional business area

Currently, in the context of increasingly developing technology, online transactions are also taking place more often, quickly and conveniently, and the connection between buyers and sellers has become no longer a distance.  But how to set up e-commerce business in Vietnam?  E-commerce lawyers in Vietnam will share some ideas below on conditions to set up e-commerce business in Vietnam and other matters.

The number of enterprises doing their business in the field of e-commerce has increased significantly in recent years.  Many foreign investors are also eyeing Vietnam for investment.  The question is to how to set up e-commerce business in Vietnam taking advantage of the growing market and in the meantime recruiting technology talents from Vietnam for their e-commerce business which has the potential to tap on global market.  

In Vietnam, e-commerce activity means conducting part or the whole of the process of commercial activity by electronic means connected to the Internet, mobile telecommunications network or other open networks.

The forms of organization of e-commerce activities includes:

- Sales conducted thorough e-commerce website: It is an e-commerce website developed by traders, organizations or individuals by themselves to serve their commercial promotion, sales or service provision.

- E-commerce service provision website:  It is an e-commerce website developed by traders or organizations to provide an environment for other traders, organizations or individuals to conduct their commercial activities. The e-commerce service provision website includes: E-commerce trading floor; Online auction website; Online promotion website and other types of website as regulated by the Vietnam Ministry of Industry and Trade.

How to set up e-commerce business in Vietnam?

The Law on Investment in Vietnam stipulates that e-commerce business is one of the conditional business lines. Therefore, if an enterprise wishes to set up e-commerce company in Vietnam, register and conduct business activities in this field, it must meet the following conditions:

Traders, organizations and individuals wishing to set up sales e-commerce websites must be traders, organizations or individuals who have been granted personal tax identification numbers; Having websites with valid domain names and complying with regulations on management of information on the Internet and having notified the Ministry of Industry and Trade of the set-up of sales e-commerce websites.

In order to conduct business activities based on websites providing e-commerce services, traders and organizations need to be registered for business at a competent agency in accordance with law and have websites with valid domain names and complying with regulations on management of information on the Internet.

In addition, traders and organizations also need to have a service provision project which clearly states the following contents: (i) Model of organization of operations, including service provision, promotion and marketing both online and offline; (ii) Structure, utilities and main information sections on the service website; (iii) Rights and responsibilities of the trader or organization providing e-commerce services and service users.

Enterprises that wishes to do e-commerce business need to register to set up a website to provide e-commerce services and be certified by the Ministry of Industry and Trade to register in accordance with the law.

Further, the enterprises also have to apply for investment registration certificate and business registration certificate in Vietnam at the Department of Planning and Investment. 

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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 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

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