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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7 Essential Truths to Open an Indirect Investment Account in Vietnam and Grow with Confidence

 Do you  want to invest overseas into Vietnam? Do you want to open an indirect investment account in Vietnam with total confidence? In here, we lay out from legal steps to best practices. You will understand the risks, avoid mistakes, and learn how to handle it, without the need to travel to Vietnam to open an indirect investment account in Vietnam.

So Why Vietnam? 

OK. Vietnam is calling. 

Vietnam has taken a strategic role in the global market. 

Investors from around the world are taking notice especially amid geopolitical tensions i.e. tariffs, new forms of competing between nations and continents for supply chains of critical products, financial and human capital, technology, data and digital infrastructure.

There are ways for foreign investors especially those who want to invest without setting up a company in Vietnam, to get access to Vietnam’s financial markets. 

But before you can invest in Vietnamese securities as a foreigner, one thing is required. You must open an indirect investment account in Vietnam. Without this specific account, foreign capital cannot enter the market legally. Transactions may be blocked. Dividends cannot be received. Profits cannot be repatriated.

We will you through the full process: what this account is, who needs it, how to open an indirect investment account in Vietnam, what documents to prepare, what mistakes to avoid, and how to stay compliant.

Whether you are an individual investor or managing a fund, this is the step-by-step guide you need to begin your investment journey in Vietnam with legal confidence and strategic clarity.

Vietnam Welcomes Foreign Capital, But With Structure

Vietnam has gained global attention for its vibrant economy, expanding middle class, and fast-growing capital markets. Foreign investors, both institutional and individual are actively seeking access to these opportunities.

The Vietnamese legal system offers two main channels for foreign investment: direct and indirect. Direct investment means setting up a company in Vietnam or acquiring equity in a company in Vietnam and participating in its management. Indirect investment allows foreigners to buy listed stocks, corporate bonds, government securities, and fund units without owning or running any company in Vietnam.

To separate these flows, Vietnamese law requires indirect investors to channel their capital through a regulated account. That account must be held in Vietnamese dong (VND), opened at a commercial bank licensed for foreign exchange operations.

The purpose of the account is not administrative, it is foundational. It ensures capital flows are traceable, legal, and fully aligned with foreign exchange control laws which are quite strict in Vietnam under the management of the State Bank of Vietnam.

To participate in Vietnam’s securities markets legally and efficiently, every non-resident investor must open an indirect investment account in Vietnam.

What You’ll Gain by Reading This Guide

This will help you cut through the complexity and act with confidence.

You will learn exactly what an indirect investment account is, how it works, who needs one, and why and how to open an indirect investment account in Vietnam. You will understand the legal foundations behind it, and how to navigate the steps to open an indirect investment account in Vietnam from inside or outside. You will see what documents to prepare, what risks to avoid, and how to keep the account in good legal standing once opened.

Most importantly, this guide will help you avoid the common but costly mistake of trying to invest without proper legal access. By the end, you will be equipped to take the right steps, in the right order, with full clarity.

The Investor Who Missed the First Step

Imagine an investor after months of research selects several high-performing Vietnamese companies and places a buy order through a broker. But the investor could not initiate a wire transfer to fund the purchase because there was no proper investment account established to receive and process the funds. The bank cannot accept the capital. The investment opportunity slips away.

Only later does the investor learn to do from the beginning: open an indirect investment account in Vietnam. With this account in place, the funds would have been received without issue. The order would have gone through. The capital would have entered the market legally and cleanly.

This story is avoidable.

The Legal and Operational Rules You Must Know 

The indirect investment account is a regulated Vietnamese bank account. It is held in local currency (VND) and is used solely for foreign portfolio investments. It is not a general-purpose account. It is not used for business income, salary payments, or personal transfers.

Every foreign investor who wants to participate in Vietnam’s capital markets without forming a business must open this account first.

Funds sent from abroad are received into this account. Investments in stocks, bonds, and funds are paid from this account. Dividends, interest, and capital gains are returned into it. And finally, when investors wish to exit the market, profits are repatriated from this account, after tax clearance and documentation.

Vietnamese law does not allow foreign investors to use personal bank accounts or random VND accounts for these activities. The indirect investment account is the only legal vehicle approved for these purposes.

To open an indirect investment account in Vietnam is not difficult, but it must be done properly.

Before applying to a bank, investors must first register for a trading code with the Vietnam Securities Depository and Clearing Corporation (VSDC). This code identifies the investor in the securities system and is required for all market transactions.

Once the code is issued, investors prepare documents to submit to the bank. These typically include the following to open an indirect investment account in Vietnam:

- A valid passport or corporate registration certificate

- The VSDC-issued trading code

- Application forms provided by the bank

- A notarized Power of Attorney if someone will act on the investor’s behalf

- Certified translations of documents if required by the bank

There is no need to travel to Vietnam to open an indirect investment account in Vietnam. Many investors open an indirect investment account in Vietnam remotely by appointing a legal representative. The authorization must be legally prepared and authenticated, but the entire process can be completed from abroad.

Most banks process account openings within five to ten business days once all documents are received to open an indirect investment account in Vietnam.

After the account is opened, it becomes the official channel for all investment-related payments. Investors must ensure that every transaction going into or out of the account is related to legitimate investment activity. Banks will ask for supporting documentation. Transactions that do not match the account’s purpose can be rejected.

How to Move Forward with Clarity 

If you plan to buy Vietnamese securities or participate in the local fund market, the first thing you should do is plan to open an indirect investment account in Vietnam. Do not wait until a bank rejects your transfer or a broker refuses to execute your trade.

Start with a clear understanding of what kind of investor you are. If you are not forming a company in Vietnam, if you are not involved in managing a business in Vietnam, and if your focus is purely financial investment, you fall under the category of indirect investor.

The next step is to contact a bank or a trusted legal advisor in Vietnam. Ask for a list of required documents, and review the procedure for obtaining a trading code. If you prefer not to travel, discuss the Power of Attorney requirements and how your representative can assist in your place to open an indirect investment account in Vietnam.

Be mindful of compliance in Vietnam. Do not use the investment account to receive unrelated payments. Do not transfer money in or out without documenting the reason. Always keep records of your trades, tax filings, and approvals.

Working with an experienced legal advisor in Vietnam can reduce mistakes and save time. Advisors can handle everything from VSDC registration to communication with banks and post-account support.

Vietnam is opening its doors to foreign capital but there is regulation in place.

A Strong First Step into a Growing Market

Vietnam’s capital markets are full of potential. But investing legally requires preparation. You must go through the right channels. You must follow the rules. And you must begin with the right structure.

That structure starts when you open an indirect investment account in Vietnam.

With this account, you unlock legal access to the market. You gain the ability to move capital in and out. You establish a relationship with a bank that understands your role. And you build a foundation of trust and compliance.

Many foreign investors make the mistake of trying to invest first and understand the legal requirements later. That approach leads to delays, losses, and frustration.

But you do not need to make that mistake. With this guide, you now have the information you need to act strategically.

So to open an indirect investment account in Vietnam, you will need to prepare your documents. Appoint a trusted partner. Ask the right questions. And take your first step toward a structured, legal, and rewarding investment in Vietnam.

Frequently Asked Questions (FAQ) To Open an Indirect Investment Account in Vietnam

Q1: Do I really need to open an indirect investment account in Vietnam to invest?

Yes. If you are a foreign investor who wants to buy Vietnamese stocks, bonds, or investment fund units, this account is legally required.

Q2: Can I use my personal or business account for investing?

No. Vietnamese law requires all indirect investment to go through a special VND account used only for this purpose.

Q3: Can I open the account from outside Vietnam?

Yes. You can open the account remotely by giving Power of Attorney (POA) to a trusted legal or financial representative in Vietnam.

Q4: What currency is the account in?

It is in Vietnamese dong (VND). All transactions must be made in VND.

Q5: What can I do with this account?

You can use it to transfer money into Vietnam, buy and sell securities, receive dividends, and transfer profits out—if done properly.

Q6: What documents do I need to open an indirect investment account in Vietnam?

Usually, you need your passport or company registration, a trading code from the Vietnam Securities Depository, bank application forms, and a POA if you’re not in Vietnam.

Q7: How long does it take to open an indirect investment account in Vietnam?

On average, it takes 1 to 2 weeks after submitting complete and correct documents.

Q8: Can I open more than one account?

No. You are allowed only one indirect investment account at a time unless you manage multiple trading codes as a fund or institutional investor.

Q9: What happens if I use the account for non-investment purposes?

The bank may freeze or close your account, and your transactions may be blocked for violating regulations.

Step-by-Step Summary Guide

Step 1: Register a Trading Code

Apply to the Vietnam Securities Depository (VSDC) with basic ID or business documents.

Step 2: Choose a Licensed Bank in Vietnam

Pick a bank that offers services for foreign investors (e.g. Vietcombank, BIDV, HSBC).

Step 3: Prepare Your Documents to Open an Indirect Investment Account in Vietnam

Get your ID, trading code, and bank forms ready. Include notarized POA if you will appoint a local representative.

Step 4: Submit to the Bank

Send the full document set to the bank. Some banks allow scanned copies at first.

Step 5: Wait for Approval

Processing takes 3–10 business days if your documents are complete.

Step 6: Start Investing

Once the account is opened, wire in your funds and begin buying securities legally.

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