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Failure to declare beneficial owner infomation may expose enterprises to fines of up to VND100 million

Since July 01, 2025, beneficial owners (“ BOs ”) have become an important aspect of enterprise registration law, enhancing transparency in ownership structures and actual control. Decree No. 288/2026/ND-CP further introduces sanctions for failure to declare, late updates, inaccurate declarations, or failure to retain BO information.   Accordingly, enterprises should ensure accurate BO identification, timely declaration and updates, and proper record retention to avoid fines of up to VND 100,000,000.     1. Obligation to declare and update BO information: Under Article 8.5a of the Law on Enterprises 2020, enterprises are required to collect, update and retain BO information and provide it to competent State authorities upon request. Articles 18.1 and 18.2 of Decree No. 168/2025/ND-CP provide that enterprise founders and enterprises must declare and notify BO information to the provincial-level Business Registration Authority and identify BOs who have controlling rights over the ent...
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Effectiveness of Customs Control Measures for Goods Infringing Intellectual Property Rights

As international trade and cross-border e-commerce continue to expand, counterfeit goods and goods infringing intellectual property rights may pass through multiple countries before reaching consumers. This not only directly affects the lawful rights and interests of rights holders but also poses risks to consumers and the business environment.   In addition to measures for handling goods infringing intellectual property rights after they have entered the market, Vietnamese law permits border control measures to be applied to exported and imported goods suspected of infringing intellectual property rights. This mechanism enables suspicious goods to be detected and handled during customs procedures.   However, the practical effectiveness of customs control measures depends significantly on the ability to identify infringing goods, the quality of information provided by rights holders, the ability to respond promptly when a suspicious shipment is detected, and coordination among the re...
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Investment capital accounts under Circular 38/2026/TT-NHNN: Compliance guide for investors

The State Bank of Vietnam has issued Circular 38/2026/TT-NHNN , replacing Circular 06/2019/TT-NHNN and taking effect on August 18, 2026, thereby establishing a new regulatory framework for the opening, closing, and use of investment capital accounts. This article clarifies key new provisions, identifies common risks, and offers practical compliance guidance for investors and enterprises.   1. Standardized terminology, expanded scope, and expanded categories of eligible entities   The first fundamental change is the standardization of the legal term from “direct investment capital account” to “foreign investment capital account in Vietnam” (referred to as the investment capital account ). Under Clause 3, Article 3 and Clause 5, Article 18 of Circular 38/2026/TT-NHNN , this term replaces the previous designations throughout the applicable foreign exchange regulations.   Regarding its scope, Clause 1, Article 1 of Circular 38/2026/TT-NHNN adds investment activities from international ...
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Identifying beneficial owners under Decree No. 296/2026/ND-CP

In the trend toward greater transparency in corporate governance and identifying the individuals ultimately behind investment activities, regulations on beneficial owners (“ BOs ”) play an important role in enterprise registration law. On July 23 rd , 2026, the Government issued Decree No. 296/2026/ND-CP amending and supplementing Decree No. 168/2025/ND-CP on enterprise registration (“ Decree 296 ”), further refining the mechanism for identifying BOs by looking not only at ownership percentages but also at actual control.   These provisions are particularly relevant to foreign direct investment (“ FDI ”) enterprises with multi-tier ownership structures, as identifying BOs requires looking through the ownership chain and governance rights.   1. The 25% threshold is an important identification criterion:   Under Article 3 of Decree 296 , a BO is an individual who ultimately, directly or indirectly, owns or exercises actual control over an enterprise with legal entity status, except...
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