Vietnam is poised to transform its corporate landscape by mandating beneficial owner disclosure under the draft amendment to the Enterprise Law. This landmark change goes beyond technical jargon: it promises greater transparency, strengthens the fight against illicit finance, and aligns the country with global anti-money laundering standards. As enterprises prepare for the National Assembly’s 9th session, understanding these changes is crucial for compliance, competitiveness, and corporate integrity.

Understanding beneficial owner: what it means for Vietnam’s Enterprise Law

The draft amendment to the Enterprise Law introduces the concept of beneficial owner into formal business registration for the first time. Under Clause 1, Article 31, companies must identify individuals with ultimate control or ownership, disclose this information publicly, and report any subsequent changes to the Business Registration Agency. This marks a significant departure from traditional corporate transparency norms, where legal ownership structures could obscure the identities of those pulling the strings.

Defining “beneficial owner” refers to any individual who ultimately owns or controls, directly or indirectly, a legal entity or arrangement—natural persons holding more than a specified percentage of shares, controlling voting rights, or exercising significant influence, even if not nominally listed. By codifying this term, Vietnam adopts a globally recognized standard that helps authorities, financial institutions, and the public trace the real stakeholders behind corporate façades.

Meeting FATF standards: aligning with global anti-money laundering commitments

One-third of the 23 amendments in the draft law—16 revisions and seven new additions—directly address anti-money laundering obligations. Vietnam’s membership in the Asia-Pacific Group on Money Laundering (APG) and its commitment to FATF standards have highlighted gaps in domestic regulation. The APG stressed deficiencies in access to beneficial ownership information, prompting the drafting committee to prioritize these provisions ahead of the FATF evaluation.

Finance Minister Nguyen Van Thang underscored the urgency during National Assembly discussions on May 10, warning that failure to implement these provisions by the end of May would risk Vietnam being placed on the FATF’s “grey” or “black” list, with serious repercussions for foreign investment, trade, and correspondent banking. Embedding “beneficial owner” terminology directly from FATF guidance ensures Vietnam’s framework is technically sound and globally interoperable.

Banks and financial institutions will now have a clear basis—rooted in Clause 2, Article 10 of the Anti-Money Laundering Law—to report, verify, and update beneficial owner information. Harmonizing the Enterprise Law and AML Law reduces ambiguity for compliance teams and streamlines due diligence, fostering a financial ecosystem where suspicious activities are harder to conceal.

Streamlining business procedures: reducing bureaucratic burdens

While bolstering transparency, the amendment also advances Vietnam’s reform agenda to ease administrative procedures. The Politburo, Party Chief, and Prime Minister have all issued directives to cut red tape by at least 30 percent. The draft Enterprise Law replaces paper workflows with digital identification, simplifies market entry requirements, and consolidates overlapping approvals.

Companies can register changes online through a centralized portal, eliminating redundant filings. Electronic authentication using national ID numbers replaces notarization, speeding transactions and reducing costs. The government retains authority to set detailed criteria for identifying beneficial owners via sub-legislative documents, ensuring technical updates need not await fresh parliamentary approval.

Integrating transparency with efficiency makes Vietnam a more attractive destination for entrepreneurs and investors. Clear rules on ownership disclosure will boost governance, while streamlined procedures lower barriers to starting or expanding a business, supporting the government’s target of two million enterprises by 2030.

Integrating strategic policy resolutions: institutionalizing reform goals

The draft amendment weaves in Central Committee resolutions underpinning Vietnam’s development vision: Resolution 57 on Science, Technology, and Innovation; Resolution 59 on International Integration; Resolution 66 on Law-Making and Enforcement Reform; and Resolution 68 on Private Economic Sector Development.

A key provision under review allows public servants to contribute capital to start enterprises. Two options are on the table: amending Clauses 2 and 3 of Article 17 now to align with the Science and Technology Law, or waiting until October when the Law on Public Servants is set for amendment. Finance Minister Thang favors immediate inclusion to avoid another round of revisions.

By embedding high-level policy directives into corporate governance, the amendment institutionalizes reform momentum and provides legal certainty for future innovation-driven growth. Companies engaging in R&D, international trade, or private sector initiatives will benefit from clearer, more supportive regulatory underpinnings.

Conclusion

Vietnam’s draft Enterprise Law amendment represents a pivotal step toward greater corporate transparency, streamlined business processes, and alignment with global anti-money laundering norms. Mandating beneficial owner disclosure addresses critical gaps identified by the APG and FATF, reducing illicit finance risks and safeguarding Vietnam’s international reputation.

Procedural simplifications and integration of strategic policies promise to lower barriers for entrepreneurs, foster innovation, and propel enterprise growth toward the two-million target by 2030. Faster market entry, clearer compliance obligations, and improved governance make this reform both timely and transformative.

Businesses should review ownership structures, update internal compliance, and plan for public disclosure. The era of opaque corporate veils is drawing to a close: Vietnam is embracing transparency as a catalyst for trust, investment, and sustainable development.

Related Links

• Enterprise Law (Amended Draft) – National Assembly of Vietnam
• Decree No. 01/2021/ND-CP on Business Registration Procedures – Vietnam Government Portal
• Circular No. 02/2019/TT-NHNN on AML Obligations for Credit Institutions – State Bank of Vietnam
• Vietnam Government Portal

Other FinCrime Central News About Vietnam

• Vietnam Tycoon Appeals US$17.7 Billion Money Laundering Conviction and Death Penalty
• Vietnam Dismantles $80 Million Transnational Money Laundering Network

Source: Vietnam Net, by Tuan Nguyen

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