Knowledge base

The Ministry of Finance (via the Hung Yen Provincial Tax Department) responded to an industrial cluster project investor asking how to treat money the company voluntarily pays to acquire an additional small plot of land lying outside the approved project boundary, after local households requested a sale and the commune People's Committee proposed an additional land recovery. Under Clause 2, Article 94 of the 2024 Land Law and Point d, Clause 2, Article 16 of Decree 103/2025/ND-CP, if a business voluntarily advances compensation, support, and resettlement funding under a plan already approved by the competent authority, the state budget reimburses that amount by offsetting it against the land use fee or annual land rent the business owes. The deductible amount cannot exceed the land use fee or land rent payable; any remaining balance is recorded as a reasonable investment cost of the project. District-level People's Committees are responsible for the accuracy of the compensation, support, and resettlement figures used as the basis for the tax authority's offset. The tax authority performs the offset against land use fees or land rent once it receives notice from the relevant People's Committees, and this also forms the basis for calculating the project's deductible costs. In short, the advanced payment is first offset against land rent obligations, and any un-offset portion is recognized as a deductible project cost.

The State Securities Commission (under the Ministry of Finance) issued guidance clarifying how public companies must calculate the total value of related-party transactions when determining whether General Meeting of Shareholders (GMS) approval is required under Decree 155/2020/ND-CP. First, on aggregating transactions over a 12-month period: the aggregation applies to ALL transactions between the company and the same related party, regardless of contract type (goods purchase/sale, service provision, financial transactions, asset leasing, etc.). This is significant because companies might otherwise assume aggregation only applies within groups of transactions sharing the same economic nature. Second, on the timing for determining GMS authority: this is not based solely on the value of each individual contract at signing, but must also account for the total value of transactions already incurred and expected to arise within 12 months from the first transaction. Third, if the GMS has already passed a resolution approving a maximum annual (or multi-year) transaction limit with a related party, specific transactions within that approved limit are carried out under the existing resolution, without needing to re-apply the 35% threshold and 12-month aggregation test for each individual transaction. Public companies should review their internal related-party transaction tracking processes to avoid breaching approval authority requirements.

The Ministry of Finance (via Hai Phong City Tax Department) responded to a business inquiry about registration fee (lệ phí trước bạ) exemption after a corporate merger. The company had been leasing land from the State under an annual payment arrangement and had been granted a registration fee exemption under Clause 7, Article 9 of Decree 140/2016/ND-CP, with a Land Use Right Certificate (LURC) issued in 2020. The company asked whether, after merging into another entity, the surviving entity would continue to enjoy the registration fee exemption when registering the change of land user name on the LURC due to the merger. Under Clause 7, Article 10 of Decree No. 10/2022/ND-CP dated January 15, 2022 on registration fees, land leased from the State under an annual rental payment method, or leased from organizations or individuals that already hold lawful land use rights, is exempt from registration fees. Based on this, the tax authority confirmed that when the surviving entity after a merger carries out the procedure to register the change and update the land user's name on the LURC, if the land use method remains an annually-paid State land lease, it continues to qualify for the registration fee exemption under Clause 7, Article 10 of Decree 10/2022/ND-CP. This clarification is useful for businesses undergoing restructuring or mergers that hold land use rights under annual-payment State leases.

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.

The Phu Tho Tax Department provides guidance on conditions for CIT incentives for new investment projects under Article 23 of Decree 320/2025/ND-CP. Under the new rules, for projects not required to obtain an Investment Registration Certificate or investment policy approval, enterprises must submit an Investment Project Implementation Report to the investment registration authority to confirm new investment project status. For enterprises that had been applying CIT incentives as new investment projects before Decree 320/2025/ND-CP took effect - when no such report was required - the tax authority advises them to contact the State Treasury and investment registration authority directly to obtain specific guidance and submit supplementary documents. Enterprises should note that claiming CIT incentives as a new investment project now requires clearer written evidence, including an Investment Project Implementation Report submitted to the competent authority.

The Ministry of Finance clarified that two older circulars (Circular 161/2012/TT-BTC and Circular 39/2016/TT-BTC) have expired. The applicable legal framework for State Treasury expenditure control now rests on: clause 4, Article 58 of the State Budget Law No. 89/2025/QH15; Decree 347/2025/ND-CP on State Treasury administrative procedures; and Decree 73/2026/ND-CP implementing the State Budget Law. Under current rules, the State Treasury processes payments only when expenditures appear in the approved budget allocation. Budget allocations to spending units must be detailed by sector and expenditure task. For autonomous-budget units, Decree 75/2026/ND-CP requires the primary budget unit to allocate budgets in two distinct parts (autonomous and non-autonomous), with detailed supporting notes submitted to the finance authority and the State Treasury. Practical implication: the initial submission package to the State Treasury must include a detailed budget breakdown, not just a lump-sum total, since the Treasury checks each expenditure item against the approved detailed budget.

The Department of Tax, Fee, and Charge Policy Management and Supervision (Ministry of Finance) clarified that under Decree 362/2025/ND-CP, public service units that collect fees may retain some or all of the collected fee revenue to cover their service delivery and fee collection operating costs, based on an approved budget plan. The remainder must be remitted to the state budget. Retained fee revenue may be used for: wages, allowances, and statutory contributions for individuals performing the service and fee collection (excluding wages for officials already funded by the state budget); service delivery operating costs (stationery, utilities, communications, official travel); and rental, repair, procurement of assets and equipment. Annual income-expenditure settlement is required; unspent retained fees carry over to the following year, but any unspent balance after 5 years must be remitted to the state budget. Decree 362/2025/ND-CP does not set out the overall financial autonomy mechanism for the unit - that remains governed by the autonomy regime decrees (Decree 60/2021, Decree 111/2025, and related instruments).

Under Decree No. 68/2026/ND-CP and guidance from the Hanoi Tax Department, when an organization rents real property from an individual and agrees to declare tax on the individual's behalf, the tax filing deadline is tied to each payment period - generally by the 20th of the month following the period in which the rental payment falls due. For quarterly payments, the deadline is the last day of the first month of the following calendar quarter. For semi-annual or three-month payments that do not align with calendar quarters, the same logic applies based on when the actual payment occurs. The rule is grounded in Article 44 of the Law on Tax Administration No. 38/2019/QH14.

The Ho Chi Minh City Tax Department (through the Son La Tax Sub-department) confirms that affiliate marketing income earned through TikTok constitutes business income subject to tax declaration and payment. Even if TikTok withholds tax at source, individuals with multiple income streams must include all income in their annual personal income tax (PIT) settlement if total income exceeds the statutory threshold. A taxpayer who operates both a spa business and earns TikTok affiliate commissions must aggregate all income in the annual PIT settlement. Withholding at source by the platform reduces tax payable but does not eliminate the annual settlement obligation. The tax authority advises taxpayers to study applicable regulations and to file tax returns electronically in accordance with current law.

The Ministry of Finance clarifies that the "internal audit committee member" referenced in Article 4.45(a) of the Securities Law 2019 corresponds to a member of the Audit Committee attached to the Board of Directors under Article 137.1(b) of the Enterprise Law 2020 - meaning a governance-level body, not operational-level dedicated internal audit staff. Dedicated staff within the internal audit department (operational level) are not "insiders" under the Securities Law and therefore do not have disclosure obligations for insider transactions. Internal audit matters are governed by Decree 05/2019/ND-CP dated 22 January 2019 on internal audit.

The Ministry of Finance provided guidance on CIT incentives for a science and technology (S&T) enterprise that received its certification in 2017 but has not yet applied the incentives, and now seeks to claim the remaining benefits from 2025. Under CIT Law No. 67/2025/QH15, certified S&T enterprises may apply a 10% tax rate for 15 years, with a 4-year tax exemption and a 50% reduction for the following 9 years. Article 68 of Decree 268/2025/NĐ-CP confirms that enterprises already holding S&T enterprise certificates that have not yet claimed incentives may continue to do so for the remaining eligible period. Note that certification conditions have changed under Decree 268/2025/NĐ-CP (authority to issue now rests with provincial People's Committees; additional R&D spending and S&T workforce conditions now apply). Enterprises must review their actual documentation and contact the direct tax authority to determine the remaining incentive period and applicable conditions.