New CIT Law 67/2025 and Decree 320: 2% Flat Rate on Foreign Capital Transfers
On June 14, 2025, the National Assembly enacted CIT Law No. 67/2025/QH15, effective October 1, 2025. Decree 320/2025/ND-CP (December 15, 2025) introduces a flat 2% tax on capital transfer proceeds by foreign corporate sellers, replacing the previous 20% rate on gains. The decree also lowers the non-cash payment threshold from VND 20 million to VND 5 million and introduces a 200% R&D expense super-deduction for qualified research expenditures.
CIT Law 67/2025/QH15
Enacted by the National Assembly on June 14, 2025. Takes effect October 1, 2025, applying from the 2025 tax year onward.
Decree 320/2025/ND-CP Key Provisions
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2% Capital Transfer Tax: Foreign investors deriving capital gains from both direct and indirect transfers shall be taxed at 2% of the sale proceeds. Intra-group restructuring transactions that do not change the ultimate parent company are exempt.
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Non-Cash Payment Threshold: Reduced from VND 20 million to VND 5 million, effective December 15, 2025.
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R&D Super-Deduction: Qualified R&D expenses are deductible up to 200% of actual expenses incurred.
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Regulatory Gap: The CIT Law took effect October 1, 2025, but Decree 320's capital transfer mechanism applies from December 15, 2025, creating a gap period where tax obligation exists but the specific calculation methodology was unclear.
Impact
Significant for foreign investors in M&A transactions and private equity exits from Vietnamese companies.