Shareholders' Agreements and the “Beneficial Owner” Regime: Their Real Impact on Vietnamese Companies

In Vietnam, shareholders' agreements (also referred to as shareholder pacts, joint venture agreements, or membership agreements) have long been widely used, even before a company's establishment. Although no clear statutory definition exists, they appear in almost every capital contribution or M&A transaction, from startups to large foreign-invested enterprises.

01 - The legal status of shareholders' agreements: do they automatically bind the company?
A shareholders' agreement is not an “official legal instrument” expressly recognized under Vietnam's Law on Enterprises. There is no obligation to file or disclose it in administrative procedures, and any provision that conflicts with the charter or the Law on Enterprises risks being held invalid by a court. Where the parties intend for the agreement to bind the company, it is essential to design proper governance mechanisms — for example, incorporating its terms as instructions to the board of directors or management, or reflecting them directly in the company's charter.

02 - A new turning point brought by the beneficial ownership regime
Since 2025, a regime for identifying “beneficial owners” has been introduced, and internal materials from the Ministry of Finance note that “control over a company can arise not only from shareholding ratios, but also from private arrangements such as shareholders' agreements.” Shareholders' agreements have accordingly come to be treated as an important source of evidence in determining who actually controls a company.

03 - Legal risk: undisclosed “internal agreements” becoming a live issue
If a shareholders' agreement gives an individual de facto control over a company, and the company fails to disclose this fact, it may be treated as having provided inaccurate information, exposing it to administrative risk and potential sanctions.

Practical recommendations for companies: review whether the shareholders' agreement is consistent with the charter; ensure that any provision intended to bind the company is properly built into its governance framework; check consistency with the beneficial ownership regime in advance; and conduct legal due diligence at the early stages of any capital contribution or M&A transaction.