[DRAFT] Law Amending and Supplementing Certain Articles of the Commercial Law, Competition Law, Foreign Trade Management Law, and Consumer Protection Law
This is a draft law aimed at amending and supplementing certain provisions of four important laws related to commercial activities, competition, foreign trade management, and consumer protection. The draft is prepared by the Ministry of Industry and Trade under the review of the Economic and Financial Commission. These amendments will directly impact SMEs in complying with regulations on commercial activities, unfair competition, import-export goods management, and consumer protection requirements. The draft is scheduled to be presented and approved at the XVI Congress - 2nd Session of the National Assembly. Business owners should closely monitor these changes to ensure compliance with new requirements when the law is enacted. The amendments may affect administrative procedures, business conditions, and consumer protection measures.
Consolidated Text No. 114/VBHN-VPQH: Law on Value Added Tax (as amended through Law No. 09/2026/QH16)
The National Assembly Office has issued Consolidated Text No. 114/VBHN-VPQH, merging the full Law on Value Added Tax (VAT) No. 48/2024/QH15 (effective July 1, 2025) with three subsequent amendments: Law No. 90/2025/QH15, Law No. 149/2025/QH15 (effective January 1, 2026), and Law No. 09/2026/QH16 (effective April 24, 2026). This is the complete, up-to-date version of the VAT Law that businesses, accountants, and household businesses should use for reference instead of the original 2024 text. Main content covers: the scope of taxable objects and 28 categories of goods and services exempt from VAT (unprocessed farm produce, life insurance, medical services, textbooks, software, land-use-right transfers, and more); three tax rates of 0 percent, 5 percent, and 10 percent; two tax calculation methods (the credit method and the direct-on-revenue method); conditions for input VAT deduction and refund; and prohibited acts related to invoices and documentation. Key points for SME owners and household businesses: the annual revenue threshold below which household and individual businesses are exempt from VAT (Article 5, Clause 25) has been amended twice and is now set by the Government for each period; e-commerce platforms and digital platforms with payment functions must withhold, declare, and pay VAT on behalf of household and individual sellers using the platform; foreign suppliers selling goods or digital services through e-commerce channels to customers in Vietnam are subject to the 10 percent rate. The refund threshold for un-deducted input VAT is 300 million VND for exports and investment projects. Because this is a consolidated text rather than a new law, its provisions took effect on the dates listed above at different times; businesses should match each clause to its corresponding effective date when applying it.
Consolidated Document No. 112/VBHN-VPQH: Personal Income Tax Law (Consolidated Through April 2026)
Consolidated Document No. 112/VBHN-VPQH, issued by the National Assembly Office on May 20, 2026, merges the full text of Personal Income Tax Law No. 109/2025/QH15 (passed December 10, 2025, effective July 1, 2026) with the amendments made by Law No. 09/2026/QH16 dated April 24, 2026. This law fully replaces the old Personal Income Tax Law No. 04/2007/QH12 and its many amendments, and applies to both resident and non-resident individuals. Two provisions matter most for business owners, accountants, and employees. First, the personal deduction is 15.5 million VND per month (186 million VND per year) for the taxpayer and 6.2 million VND per month per dependent. Second, the progressive tax table for salary and wage income has 5 brackets: the lowest 5 percent bracket covers income up to 10 million VND per month, and the top 35 percent bracket applies above 100 million VND per month. The law also revises how business individuals (household businesses, e-commerce sellers) are taxed: annual revenue below a Government-set threshold is exempt from personal income tax, and taxpayers above that threshold can choose between net-income taxation (15 to 20 percent depending on revenue tier) or a flat percentage of gross revenue (0.5 to 5 percent depending on business line). Although the law formally takes effect July 1, 2026, the business-income and salary-income provisions already apply retroactively to the entire 2026 tax year.
Consolidated Document No. 113/VBHN-VPQH: Corporate Income Tax Law (consolidated through April 2026)
This is the official consolidated version of Vietnam's Corporate Income Tax (CIT) Law (Law No. 67/2025/QH15, effective from 1 October 2025 and applied from the 2025 tax period), published by the National Assembly Office on 20 May 2026. It integrates every amendment made to date, through Law No. 09/2026/QH16, which took effect on 24 April 2026. This is the core legal text every business operating in Vietnam must follow when calculating and declaring CIT. On tax rates, the standard rate remains 20 percent, but businesses with annual revenue of up to VND 3 billion pay only 15 percent, and those with revenue from over VND 3 billion up to VND 50 billion pay 17 percent - a notable relief measure for small and micro enterprises. The law also adds a full CIT exemption for businesses whose annual revenue falls below a threshold still to be set by the Government (Article 4.14a, effective 1 January 2026); the specific figure will be issued later in an implementing decree. The law also confirms that foreign enterprises running e-commerce or digital-platform businesses in Vietnam are taxable even without a permanent establishment there. On incentives, preferential rates of 10 percent (for 10, 15, or 25 years depending on the sector), plus tax holidays of 2-4 years and 50 percent reductions for a further 4-9 years, continue to apply to high-tech, strategic technology, R and D, software production, renewable energy, and agriculture in disadvantaged areas, among other fields. The new High-Tech Law (effective 1 July 2026) significantly expands incentive eligibility for strategic-technology and high-tech enterprises, including a new 10 percent rate for 25 years - the longest incentive period offered to date. SME owners and accountants should re-check how their revenue is classified to confirm which of the 15/17/20 percent rates applies to them, and should watch for the implementing decrees still to come, especially the one that will set the micro-enterprise exemption threshold.
Q&A: Three-year CIT exemption period for SMEs first registered before Resolution 198/2025/QH15 took effect
Dong Nai Tax Department No. 10 clarifies: under Article 1(2), Article 7(3) and Article 9 of Decree 20/2026/ND-CP, the three-year CIT exemption for newly registered SMEs applies from the date Resolution 198/2025/QH15 took effect. A company registered in June 2022 - before the Resolution's effective date - is entitled only to the remaining portion of the three-year period counted from its initial registration date. Since the three-year window from June 2022 expired before June 2025 - prior to the Resolution's effective date - no remaining exemption time existed when the Resolution came into force. The company is therefore not entitled to CIT exemption for January through May 2025.
Q&A: Determining contractor tax obligations in a multi-layer foreign and domestic subcontracting chain
Thanh Hoa Tax Department No. 9 addresses contractor tax obligations in the chain: Chinese company (operating in Vietnam) engages Company A (Hong Kong) - Company A sub-contracts to Company B (China) - Company B engages Company C (Vietnam). Under Articles 1, 5, 6 of Circular 103/2014/TT-BTC and Articles 7, 9 of Circular 60/2025/TT-BTC, contractor tax arises at each contract pair where a foreign party supplies services performed in Vietnam. Company C (Vietnamese) performing the actual construction does not trigger contractor tax. The withholding and declaration obligation falls on the Vietnamese party in each transaction: the Chinese company (for payments to Company A), while Company B's obligations depend on its permanent establishment status and chosen declaration method.
Q&A: Invoice preparation and revenue declaration when applying the VAT reduction under Resolution 204/2025/QH15 for direct-method taxpayers
Son La Tax Department No. 1 clarifies: under Decree 174/2025/ND-CP, a direct-method VAT taxpayer must, when issuing invoices for VAT-reduced goods/services, record the full pre-reduction value in the 'Total amount' column, record the amount after the 20% rate reduction in the 'Total goods/services' line, and note the reduction basis under Resolution 204/2025/QH15. Even where the contract explicitly states the post-reduction price, the invoice must still follow Decree 174/2025/ND-CP's format. The revenue base for VAT calculation is the pre-reduction revenue (must be grossed up), not the post-reduction contract value.
Consolidated Document No. 111/VBHN-VPQH: Law on Special Consumption Tax (consolidated to April 2026)
Consolidated Document No. 111/VBHN-VPQH (National Assembly Office, 20 May 2026) compiles the full text of Special Consumption Tax Law No. 66/2025/QH15 together with amendments under Law No. 09/2026/QH16, fully replacing the older SCT Law No. 27/2008/QH12. It is now the single authoritative reference for excise tax obligations, and any business that manufactures, imports, or sells excisable goods or services needs to work from it. The law expands and revises tax rates across many categories: tobacco, alcohol, and beer face rates rising on a schedule through 2031; cars are taxed by engine displacement, with strong incentives for electric and hybrid vehicles; and, for the first time, sugary soft drinks (over 5g sugar/100ml) become subject to SCT at 8% from 2027, rising to 10% from 2028. The law also adds an anti-transfer-pricing rule for sales made through related trading companies within the same corporate group. Businesses in beverages, tobacco, automotive, gasoline, and licensed entertainment services (dance halls, karaoke, casinos, golf, lottery) should review the new rate schedule immediately to update pricing and financial planning - soft drink manufacturers in particular need to prepare for this newly created tax obligation starting in early 2027.
Q&A: Can Group 3 public service units apply the salary-reform fund rules applicable to Group 1 and Group 2 units?
The Ministry of Finance clarifies: a public service unit classified as Group 3 for 2021-2025 by the provincial People's Committee must set aside salary-reform funds for 2025 under Point g, Clause 3, Article 4 of Circular 88/2024/TT-BTC (which covers Group 3 and fully state-funded units). It may not apply Point h, which is reserved for Group 1 and Group 2 self-financing units. If in practice the unit is already fully self-financing for recurrent expenditure (equivalent to Group 2), it may seek reclassification by preparing a five-year financial autonomy plan, proposing an upgraded autonomy level, and reporting to its supervisory authority for an official decision.
Q&A: Salary-reform fund contribution rates for 2025 applicable to Group 3 public service units
The Ministry of Finance guides a public college classified as Group 3 on 2025 salary-reform fund contribution rates under Point g, Clause 3, Article 4 of Circular 88/2024/TT-BTC: at least 40% of retained revenue after deducting directly related costs; at least 35% for healthcare revenue; at least 40% of the revenue-over-expenditure surplus for service fees (including tuition), joint ventures, and other income. The repeal of Decree 60/2021/ND-CP Article 16(1)(b) by Decree 111/2025/ND-CP does not remove the salary-reform contribution obligation under Circular 88/2024/TT-BTC, which has a separate legal basis.
Q&A: VAT rate applicable to cashew shell residue recovered as a by-product during production
Tax Sub-department No. 10 of Dong Nai province clarifies the VAT treatment for cashew shell residue (a by-product recovered when pressing oil from cashew shells). From 1 July 2025 to 31 December 2025: enterprises and cooperatives using the VAT credit method that sell cashew shell residue to other enterprises or cooperatives must apply the standard VAT rate of 10%. From 1 January 2026 (when Law No. 149/2025/QH15 takes effect): enterprises and cooperatives using the VAT credit method that sell cashew shell residue to other enterprises or cooperatives are NOT required to declare or pay VAT on these sales.
Q&A: Invoice issuance timing for labour supply services
Dong Nai Tax Department No. 10 clarifies: under Decree 70/2025/ND-CP amending Decree 123/2020/ND-CP, the invoice issue date for services is the date the service is completed (regardless of whether payment has been received), or the date the invoice is issued if issued before service completion or before payment. Labour supply services are not among the exceptions listed in Decree 70/2025/ND-CP. Therefore, if the company determines that service completion occurred on the date the review ended and the handover document was signed (8 April 2026), and issues the invoice on the same date, the invoice timing complies with regulations, provided that date is indeed when the service was completed.
Q&A: VAT and personal income tax declaration, and business registration requirements for a household trading feed and farming fish
Tay Ninh Tax Department No. 8 clarifies: the household has two activities - selling animal feed (a VAT and personal income tax taxable activity) and farming fish in ponds for sale to traders (aquaculture produce exempt from VAT and personal income tax under Decree 181/2025/ND-CP and VAT law). When filing Form 01/CNKD, revenue from fish sales is not declared as taxable revenue (it is exempt); only feed trading revenue is declared. For aquaculture business registration, Tax Department No. 8 Tay Ninh advises the household to contact the commune-level economic office directly for guidance.
Guidance on Invoice Timing and State Treasury Payment Documents for Public Healthcare Units
The Ministry of Finance responds to a question about e-invoice timing and required documentation for State Treasury payments in connection with drug procurement contracts by state-budget healthcare units. The question asks whether a seller may issue an invoice after acceptance/handover, when the purchasing unit has not yet received payment from the State Treasury. Per official guidance, the State Treasury disburses funds to budget-spending units upon receipt of the required documents under Decree No. 347/2025/ND-CP. The payment request file does NOT include invoices, acceptance records, or contracts. The State Treasury does not receive or verify these documents. Under State Budget Law No. 89/2025/QH15, the head of a budget-spending unit is responsible for ensuring lawful, efficient use of the budget and compliance with spending conditions. For specific guidance on investment project reporting procedures and forms, units should contact the competent investment registration authority directly.
Q&A: Salary and occupational allowance rules for contract workers at a public hospital with 83.49% financial autonomy
The Ministry of Finance addresses salary fund composition for contract workers at self-financing public service units: the fund base for bonus/welfare allocations includes grade-and-step pay plus state-mandated allowances, incremental pay from salary upgrades, and task-based contract payments, per Decree 60/2021/ND-CP Article 16(1)(a) and Circular 56/2022/TT-BTC Article 10(1)(a). Regarding the specific question on occupational hazard allowances for contract workers at hospitals, the Ministry of Finance redirects the enquirer to the Ministry of Home Affairs and Ministry of Health, which have jurisdiction over that policy.
Circular 13/2026/TT-NHNN: Amendments to Branch and Representative Office Network Rules for Non-Bank Credit Institutions
The State Bank of Vietnam (SBV) issued Circular 13/2026/TT-NHNN on 19 May 2026, effective 3 July 2026, amending Circular 53/2018/TT-NHNN on the branch, representative office, and administrative-unit network of non-bank credit institutions - that is, finance companies and financial leasing companies operating under the Law on Credit Institutions. It does not apply to commercial banks or ordinary businesses. Key changes include reallocating approval authority (the SBV Governor decides on establishing or compulsorily terminating branches, while Regional SBV Branch Directors handle relocations, voluntary terminations, and representative offices or administrative units); allowing online filing via the National Public Service Portal using digital signatures; setting concrete processing timelines (21 working days for branches, 11 working days for representative offices); and reissuing the standard application form as an appendix. This is an internal banking-sector administrative circular that directly affects only finance companies and financial leasing companies when they expand or scale back their branch networks. It contains no provisions on VAT, corporate income tax, e-invoicing, IFRS/accounting standards, labor, or customs, and has no direct bearing on most SMEs or accountants.
Circular 22/2026/TT-BNNMT: Simplifying Administrative Procedures Across Agriculture and Environment Sectors
On May 19, 2026, the Ministry of Agriculture and Environment issued Circular 22/2026/TT-BNNMT, amending a series of circulars to decentralize authority, cut red tape, and simplify administrative procedures across seven areas: crop cultivation and plant protection, quality management of agro-forestry-fishery products (food safety), climate change (carbon credit registration), science and technology, marine and island resources and environment, livestock and veterinary medicine, and environment. For businesses, the key changes include shorter processing times for several procedures (for example, recognition of special-case crop variety circulation drops from 15 to 10 working days, and some steps drop from 10 to 5 working days); state inspection of food safety for imports is transferred from the central-level Departments of Animal Health and Plant Protection to agencies designated by provincial People's Committee chairpersons; simplified documentation for Certificates of Free Sale (CFS) for exported goods and for food safety eligibility certificates; shorter appraisal periods for veterinary drug registration and renewal; and a streamlined process for canceling and transferring ownership of carbon credits and greenhouse gas emission quotas on the National Registry System. The Circular takes effect from May 19, 2026, except Articles 2 and 3 (import food safety inspection), which take effect from September 1, 2026, and Article 6 (carbon credit registration), which takes effect from August 1, 2026. Applications submitted before the effective date continue to be processed under the previous rules. Businesses in agricultural and food import/export, livestock, veterinary pharmaceuticals, and the carbon market should review their internal procedures to take advantage of the shortened processing times and confirm the newly designated competent authority, which is now often provincial rather than central level.