Q&A: Implementing Decree for Resolution 198/2025/QH15 on Private Sector Tax Incentives Has Been Issued
A small and medium enterprise in Ho Chi Minh City asked when the implementing decree for National Assembly Resolution 198/2025/QH15 dated 17/05/2025 (on special mechanisms and policies for private sector development) would be officially issued, as the draft had closed for public comment in September 2025 but no decree had been published by January 2026. The Ministry of Finance confirmed: On 15/01/2026, the Government issued Decree 20/2026/ND-CP providing detailed guidance on implementing certain articles of Resolution 198/2025/QH15. The Ministry instructed the company to study the Decree to properly apply its provisions for the 2025 tax year and subsequent years. This is key information for SMEs newly established in 2025 that have been waiting to apply tax incentives under Resolution 198/2025/QH15.
Circular 158/2025/TT-BTC: Detailed Provisions on Special Consumption Tax Implementing Decree 360/2025/ND-CP
Circular 158/2025/TT-BTC issued by the Ministry of Finance on December 31, 2025, provides detailed guidance for implementing Decree 360/2025/ND-CP on the Special Consumption Tax (SCT) Law. This document takes effect from January 1, 2026, replacing previous regulations and aligning with the new legal framework for SCT. The Circular elaborates on taxable objects, tax calculation bases, tax calculation methods, declaration procedures, and tax payment for SCT. Enterprises engaged in manufacturing, importing, or trading goods subject to SCT—such as alcohol, beer, tobacco, petroleum products, automobiles, air conditioners, motorcycles, and other luxury goods and services—must understand these new regulations to ensure legal compliance. For small and medium-sized enterprises (SMEs), particularly those operating in sectors with SCT-applicable goods, understanding this Circular is crucial to avoid tax risks, accurately calculate costs, and plan finances appropriately. The Circular also specifies procedures, declaration documents, tax payment deadlines, and cases eligible for tax exemptions or reductions. Businesses need to review their operations, update accounting processes, and ensure full compliance with the new regulations from early 2026.
Circular 152/2025/TT-BTC: Accounting Guidelines for Household Businesses and Individual Entrepreneurs
Circular 152/2025/TT-BTC issued by the Ministry of Finance on December 31, 2025, taking effect from January 1, 2026, provides accounting guidelines specifically designed for household businesses and individual entrepreneurs in Vietnam. This is a crucial regulatory document aimed at systematizing and standardizing accounting practices for micro-enterprises and individual business operators, helping them comply with legal requirements on accounting and taxation. The Circular provides specific guidance on recording methods, document retention, and accounting books appropriate to the scale and characteristics of household and individual businesses. The objective is to simplify accounting procedures, reduce administrative burdens while still ensuring transparency and completeness of financial information for tax declaration and business management purposes. For household business owners and individual entrepreneurs, understanding and correctly implementing the provisions in Circular 152/2025/TT-BTC is mandatory to avoid legal and tax risks and ensure stable, compliant business operations. The Circular provides a clear framework to help these entities organize their accounting work more scientifically and efficiently.
Consolidated Decree No. 06/2021/ND-CP: Quality Management, Construction Execution, and Maintenance of Building Works
This is the consolidated text of Decree No. 06/2021/ND-CP dated January 26, 2021, on quality management, construction execution, and maintenance of building works, compiled by the Ministry of Construction together with three subsequent amending decrees: Decree 35/2023/ND-CP, Decree 175/2024/ND-CP, and Decree 14/2026/ND-CP (effective January 15, 2026, mainly cutting and simplifying administrative procedures). A consolidated document does not create new law; it merges all currently effective provisions into a single reference text. The decree defines construction-industry terms (technical instructions, as-built drawings, testing, monitoring, inspection, appraisal, maintenance, and more); classifies and grades construction works; sets out the responsibilities of investors, construction contractors, material suppliers, and consulting contractors for quality, schedule, volume, and labor-safety management during construction; provides separate rules for EPC general-contractor arrangements, turnkey contracts, and public-private partnership (PPP) projects; lays out a 12-step construction-management sequence (from site handover through final handover); and assigns inspection authority over project acceptance (nghiem thu) to provincial construction agencies and specialized ministries depending on project type. The 2026 update adds a principle giving electronic administrative-procedure results the same legal value as paper documents. This is a specialized construction-industry technical decree aimed mainly at project investors, construction contractors, supervision consultants, and real-estate/construction enterprises. Its content does not directly touch VAT, corporate income tax, e-invoicing, general labor law, or customs, so it falls outside RegHub's core scope (tax, accounting, invoicing, customs, labor, and investment/financial regulation for SME owners and accountants). Recommend flagging for editorial review rather than auto-publishing.
Circular 151/2025/TT-BTC: Amendments to Circular 69/2022/TT-BTC on Insurance Certificates, Insurance Agency Certificates, Insurance Brokerage Certificates, and Insurance Auxiliary Certificates
Circular 151/2025/TT-BTC takes effect from January 1, 2026, amending and supplementing detailed regulations on insurance-related certificates under Circular 69/2022/TT-BTC (as amended by Circular 85/2024/TT-BTC). Issued by the Ministry of Finance on December 31, 2025, this document aims to refine the legal framework governing insurance practice certificates. This Circular adjusts regulations related to insurance certificates, insurance agency certificates, insurance brokerage certificates, and insurance auxiliary service certificates. The amendments aim to update and clarify conditions for issuance, revocation, and management of professional certificates in the insurance sector, ensuring compliance with current legal provisions. For SMEs operating in insurance, insurance agency, insurance brokerage, or insurance auxiliary services, this Circular directly impacts employee certification requirements. Businesses must review the new regulations to ensure personnel hold valid certificates, avoiding violations that could lead to administrative penalties or suspension of operations. Companies should update internal procedures, training programs, and certificate management systems in accordance with the new guidelines effective from January 1, 2026.
Circular 08/2026/TT-BTC: Amendments to regulations on information disclosure, securities trading and securities company operations
Circular 08/2026/TT-BTC issued by the Ministry of Finance on February 3, 2026, takes immediate effect on the same date, amending several important regulations related to Vietnam's securities market. This document modifies three previous circulars: Circular 96/2020/TT-BTC on information disclosure guidelines in the securities market, Circular 120/2020/TT-BTC on trading of listed shares, registered securities and other instruments, and Circular 121/2020/TT-BTC on securities company operations. For SMEs planning to list, issue shares or corporate bonds, this Circular is particularly significant as it directly impacts information disclosure obligations, securities trading procedures and new compliance requirements. These changes aim to modernize and enhance transparency in Vietnam's securities market, while adjusting regulations to align with operational practices. Businesses should note that the Circular takes effect immediately and the amendments build upon previous modifications made by Circular 68/2024/TT-BTC and Circular 18/2025/TT-BTC. Listed companies, securities firms and related enterprises need to review their internal processes to ensure compliance with new regulations on information disclosure, securities trading and business operations.
Circular 06/2026/TT-BTC: Amending and Supplementing Provisions of Circular 13/2015/TT-BTC on Inspection, Supervision, and Suspension of Customs Procedures for Exported and Imported Goods Requiring Intellectual Property Rights Protection; Control of Counterfeit Goods and Goods Infringing Intellectual Property Rights
Circular 06/2026/TT-BTC issued by the Ministry of Finance on January 26, 2026, effective from March 1, 2026, amends and supplements regulations on customs inspection and supervision of imported and exported goods related to intellectual property rights. This document updates Circular 13/2015/TT-BTC, which was previously amended by Circular 13/2020/TT-BTC, aiming to improve the legal framework for intellectual property protection at borders. For small and medium enterprises (SMEs) engaged in import-export activities, this Circular directly impacts customs clearance procedures, especially when goods are related to intellectual property rights such as trademarks, patents, and copyrights. Businesses need to understand regulations regarding customs authorities' power to suspend customs procedures when detecting signs of counterfeit goods or goods infringing intellectual property rights, as well as their responsibility to provide documentation proving the legitimacy of goods. Import-export businesses should prepare complete documentation on goods origin, trademark usage licenses (if applicable), and documents proving legitimate intellectual property rights. Proper compliance will help avoid cargo detention, which can affect delivery schedules and business costs. Companies should consider reviewing their internal processes for managing intellectual property rights in import-export operations before the Circular takes effect.
Decree 359/2025/ND-CP: Amendments and Supplements to Several Articles of Decree No. 181/2025/ND-CP dated July 1, 2025 of the Government Detailing the Implementation of Certain Articles of the Value Added Tax Law
Decree 359/2025/ND-CP issued on December 31, 2025 amends and supplements certain articles of Decree 181/2025/ND-CP detailing the implementation of the Value Added Tax Law. This is an important regulatory document that adjusts VAT provisions, directly affecting businesses' declaration, calculation, and finalization of VAT obligations. This decree demonstrates the Government's timely adjustment to VAT regulations to ensure feasibility and alignment with practical implementation. The amendments may relate to scope of application, taxable subjects, tax calculation methods, input VAT deduction, or tax administrative procedures. Although detailed content has not been fully disclosed, businesses need to monitor closely to stay updated on the changes. For small and medium enterprises, timely understanding of VAT amendments is critically important to ensure proper compliance with legal regulations and avoid risks of administrative tax penalties. Businesses should proactively study the complete document when published, consult tax advisory experts, and prepare to adjust their accounting systems, invoicing, and internal processes to comply with the new regulations.
Law on Science, Technology and Innovation No. 93/2025/QH15 (Consolidated Text)
The Law on Science, Technology and Innovation No. 93/2025/QH15, passed by the National Assembly on 27 June 2025 and effective from 1 October 2025, replaces Vietnam's previous legal framework for science and technology. This is a consolidated text that folds in amendments from the Law on High Technology No. 133/2025/QH15 and the Law on Digital Transformation No. 148/2025/QH15, both effective from 1 July 2026. The provision businesses should pay closest attention to is Article 35: a company's expenses on scientific research, technology development and innovation - including amounts it spends funding such activities - are treated as deductible expenses when determining corporate income tax (CIT) taxable income, at an enhanced rate the Government will set out in forthcoming implementing regulations. This functions like an "R&D super-deduction" mechanism used in many other countries. Science and technology enterprises, science and technology organizations, and non-public organizations active in this field also receive priority access to CIT, VAT, import and export duty incentives, credit, land and public procurement on the same footing as public institutions. The law also creates a "controlled testing" (regulatory sandbox) mechanism letting businesses trial new technologies, products, services or business models not yet covered by current law, for up to 3 years with one renewal of up to another 3 years; establishes a National Venture Capital Fund and local venture capital funds to invest in innovative startups; and allows the Vietnam Stock Exchange to open a dedicated trading board for innovative startup shares. SME owners working in technology, R&D or innovation should watch for the government's upcoming implementing decrees to confirm exact deduction rates and eligibility conditions.
3-Year Tax Exemption for Newly Established SMEs Upon Ownership Transfer
The Ministry of Finance clarified the eligibility conditions for the 3-year corporate income tax (CIT) exemption for newly established small and medium enterprises (SMEs) under National Assembly Resolution 198/2025/QH15 and Government Decree 20/2026/ND-CP. The query concerned a single-member LLC established in early 2025 that changed ownership in September 2025 and hired a foreign director. To qualify for the 3-year CIT exemption, a newly established SME must meet conditions set out in Resolution 198/2025/QH15 and Decree 20/2026/ND-CP, including that the owner(s) must not have previously established or contributed capital to any other enterprise. The Ministry confirmed that if both the former and new owner had never established or invested in any other company, the enterprise may still be eligible for the exemption. Eligibility is assessed based on the actual circumstances at the time of establishment and throughout the company's operation. The enterprise should maintain supporting documentation to present to the tax authority upon request.
Are Cash Salary Payments Deductible as Reasonable Expenses for Corporate Income Tax Purposes?
The Ministry of Finance clarified whether cash wage and salary payments to employees qualify as deductible expenses for corporate income tax (CIT) purposes under CIT Law 67/2025/QH15 and Decree 320/2025/ND-CP. A construction company pays workers between VND 11-22 million per month in three cash instalments (on the 10th, 20th, and 31st of each month), each payment below VND 20 million, supported by payroll sheets, timesheets, and cash vouchers. Under Decree 320/2025/ND-CP, salary and wage expenses are deductible for CIT if: actually paid, properly documented (payroll sheets, timesheets, cash payment vouchers), and stipulated in labour contracts or collective bargaining agreements. Applicable rules on non-cash payment thresholds must also be observed. The Ministry confirmed that cash salary payments with adequate documentation and compliant with labour, accounting, and tax regulations are deductible as reasonable business expenses. Enterprises must ensure compliance with non-cash payment regulations for applicable transaction thresholds.
Procedures for Establishing Business Locations of Life Insurance Companies Under the Insurance Business Law
The Ministry of Finance clarified the procedure for establishing the second business location of Cathay Life Insurance Co., Ltd. Vietnam (at 86 Tan Da Street, District 5, Ho Chi Minh City, now Cho Lon Ward) under Point c, Clause 3, Article 74 of the Insurance Business Law No. 08/2022/QH15 (as amended by Law No. 139/2025/QH15). The Ministry confirmed that under Point c, Clause 3, Article 74, opening, closing, or changing a business location only requires written notification to the Ministry of Finance within 15 days of the change. The Ministry does not issue any approval or acknowledgment document for this type of change. The insurance enterprise self-issues the decision to establish the business location without needing to register with the provincial Department of Finance. Therefore, Cathay Life Insurance's second business location establishment is fully compliant through notification alone, with no approval letter from the Ministry required.
Consolidated Document 09/VBHN-BCT: Regulations on Managing E-Commerce Websites
This is an official consolidated document published by the Ministry of Industry and Trade (MOIT) in the Official Gazette, merging Circular 47/2014/TT-BCT on managing e-commerce websites together with five subsequent amendments (Circulars 04/2016, 21/2018, 42/2019, 01/2022 and 38/2025/TT-BCT) into a single reference text. It does not create new obligations; it simply compiles the currently applicable rules. The Circular applies to traders, organizations and individuals who set up online selling websites; to owners of e-commerce marketplace, online-promotion and online-auction platforms; to sellers on those platforms; and to organizations conducting website trust-rating (certification) activities. Owners of a selling website must file a simpler 'notification' with MOIT through the E-Commerce Management Portal (online.gov.vn), while marketplace, promotion and auction platform owners must complete a more detailed 'registration' (including a service-provision plan, operating rules, and a model service contract). Businesses must update their filing annually, report activity statistics, and notify MOIT within 7 working days of any change of information or cessation of operation. Websites that violate the rules or fail to report can have their registration revoked and be placed on a public violation list on the Portal. The most recent change folded into this consolidated text is Circular 38/2025/TT-BCT (effective July 1, 2025), which mainly reassigns which administrative level handles these procedures under Vietnam's new two-tier local government model - it does not add new compliance duties for businesses. Owners of e-commerce websites and platforms should use this consolidated version as the single up-to-date reference instead of checking each amending Circular separately.
Consolidated Document 08/VBHN-BCT: Regulations on Management of E-Commerce Activities via Mobile Applications
On 3 February 2026, the Ministry of Industry and Trade issued Consolidated Document No. 08/VBHN-BCT, merging Circular No. 59/2015/TT-BCT with three amending circulars (21/2018, 01/2022, and 38/2025) into a single reference text governing e-commerce activity conducted through mobile applications. It is a pure consolidation for lookup purposes and does not create any new legal obligation beyond what the underlying, already-effective texts require. The rules apply to three groups: traders, organizations, and individuals who own a «sales application» (an app used to sell their own goods or services); owners of an «e-commerce service application» (marketplace apps, online promotion apps, online auction apps); and sellers who use those service applications to trade. Owners of a sales app with an online-ordering feature must notify the Ministry; owners of an e-commerce service app must register with the Ministry, publish their operating rules, personal-data protection policy, and dispute-resolution mechanism. The document also covers online contract formation, online payment safeguards, and the Ministry's practice of publishing lists of registered or non-compliant applications on the E-Commerce Management Portal. For business owners and accountants, this is an administrative registration/notification regime run by the Ministry of Industry and Trade, not a tax, e-invoice, accounting, or customs matter. Businesses selling through mobile apps should check their registration status to avoid administrative penalties, but nothing here changes tax policy or bookkeeping requirements.
Q&A: Can Audited Financial Statements Serve as Proof of Capital Contribution for Business Registration Changes?
A company asked the Ministry of Finance whether audited financial statements qualify as 'other documents proving completed capital contribution' under point d, clause 12, Article 3 of Decree 168/2025/ND-CP when filing to change its charter capital. The Ministry of Finance noted that Decree 168/2025/ND-CP sets out the types of documents that may serve as proof of capital contribution. However, rather than confirming or denying directly, the Ministry directed the company to contact the provincial Business Registration Authority where the company is headquartered, as that body is responsible for receiving filings and assessing their validity. In practice, audited financial statements may fall under the catch-all 'other documents' in point d, but this was not confirmed by the Ministry - companies should consult their provincial Business Registration Office directly.
Q&A: Procedures When a Shareholder Changes the Type of Capital Contribution Within the 90-Day Window
A legal consultant asked about a situation where a founding shareholder of a joint-stock company had registered to contribute shares (in another company) as capital but actually contributed Vietnamese dong cash within the 90-day window. Questions raised: Does the company need to notify the Business Registration Authority? Could there be an administrative penalty? What steps should be taken to comply? The Ministry of Finance responded: The 2020 Law on Enterprises does not specifically address changes in the type of contributed assets within the 90-day window - such cases are governed by civil law and the company's charter. Regarding notification obligations, companies must notify the Business Registration Authority when changing items listed in Article 31(1) of the Law on Enterprises, including founding shareholder information. Merely updating or supplementing information (not constituting a registered change) is handled under Article 57 of Decree 168/2025/ND-CP. Companies must distinguish between 'registered change notification' and 'information update/supplement' to identify the correct obligations and avoid administrative penalties.
Decree 362/2025/ND-CP: Detailed Regulations on Implementation of the Law on Fees and Charges
Decree 362/2025/ND-CP, effective from January 1, 2026, provides detailed regulations for implementing the Law on Fees and Charges. This document specifies fees and charges payable when conducting administrative procedures and using public services at state agencies. This decree directly impacts small and medium enterprises (SMEs) when performing procedures such as business registration, license applications, certifications, intellectual property registration, customs procedures, and other public services. The new regulations enhance transparency regarding fee and charge levels and collection methods, enabling businesses to more accurately estimate compliance costs. Businesses should note the updated fee and charge levels applicable from early 2026 to adjust financial plans and ensure proper compliance. Understanding these regulations helps avoid risks related to late payment or incorrect payment of fees and charges as prescribed.
Electricity Law No. 61/2024/QH15 (Consolidated Text): Power Planning, Investment, and Electricity Market
Electricity Law No. 61/2024/QH15 was passed by the National Assembly on November 30, 2024 and took effect February 1, 2025, replacing the prior electricity legal framework in full. This consolidated text folds in amendments from three later laws: the Atomic Energy Law No. 94/2025/QH15 (effective January 1, 2026), the Cybersecurity Law No. 116/2025/QH15, and the Construction Law No. 135/2025/QH15 (both effective July 1, 2026). The Law comprehensively governs power development planning, investment in power projects, development of renewable and new energy (including offshore wind), electricity operation licensing, and the operation of the competitive electricity market. For businesses, the law carries three main impacts. First, any organization engaged in power generation, transmission, distribution, wholesale, or retail electricity sales must hold an electricity operation license (Chapter IV), with licensing authority split between the Ministry of Industry and Trade and provincial People's Committees depending on project scale. Second, domestic and foreign investors in power projects, particularly offshore wind and PPP projects, must follow distinct investor-selection and bidding procedures set out in Chapters II and III. Third, the state's electricity pricing policy (Article 5) aims to gradually eliminate cross-subsidization between customer groups, which could affect business electricity costs over the medium term. The scraped source material (from the Official Gazette) covers only through Chapter V (Competitive Electricity Market, Article 38) and cuts off mid-article due to the length of the original document; later chapters on pricing, electrical safety, and violation handling were not fully captured in this record.
Circular 83/2025/TT-NHNN on the Internal Control System of Commercial Banks and Foreign Bank Branches
The State Bank of Vietnam (SBV) has issued Circular 83/2025/TT-NHNN (signed 31 December 2025), a comprehensive regulation on the internal control systems that commercial banks and foreign bank branches operating in Vietnam must maintain. It requires every bank to build its internal control system on a "three lines of defense" model: revenue-generating business units that create risk, a bank-wide compliance and risk management function, and an internal audit function. The rules set detailed requirements for managing material risk categories - credit, market, operational, liquidity, concentration, interest rate risk in the banking book, and model risk - along with an internal capital adequacy assessment process (ICAAP), stress testing, and mandatory annual reporting to the SBV on control results, risk management, and internal audit findings, due 60 to 90 days after each fiscal year end. This is an internal banking-sector governance circular that creates obligations directly for commercial banks and foreign bank branches, not for SMEs, household businesses, individuals, or foreign investors generally. Business owners and accountants have no action to take under this circular; any effect on them would only be indirect, through banks applying stricter credit-assessment procedures.
Processing Time for Customs Tax Clearance Certificate for Business Dissolution
The General Department of Customs issued Official Letter No. 11365/CHQ-NVTHQ dated 11/02/2026 in response to Hai Thuan Phat Import-Export Trading Services Co., Ltd. (Tax code: 0315392921) regarding confirmation of no outstanding customs tax debt for business dissolution. As of 07/02/2026, the company has no outstanding tax or other payables related to import-export activities on the centralised tax accounting system. Regional sub-departments have 3 days from when the document is uploaded to the Cces system to verify their own records and report any debt found. From the issuance date, the company may not register new customs declarations; the confirmation is valid for 3 days from the date of signing, subject to the company's written pledge that it has no outstanding tax obligations.