Commentary on new provisions concerning beneficial ownership of enterprises

Beneficial ownership of enterprises with legal personality is a new concept codified in Vietnamese corporate law since 2025. Recent government decrees have further clarified the concept of beneficial ownership, mechanisms for tracing ownership through different levels of ownership chains, criteria for direct and indirect ownership, groups of individuals holding ownership jointly, and actual control over enterprises. Tax administration law has also introduced certain legal consequences for individuals identified as beneficial owners where enterprises have overdue tax liabilities. This study analyzes and comments on these new provisions, identifies legal and practical issues arising in determining and applying beneficial ownership, and proposes directions for further legal reform to enhance the transparency, feasibility, and consistency of this mechanism.