Knowledge base

The Ministry of Finance clarified for a household business established on 3 March 2026 two key questions: (1) when it may register and use e-invoices; and (2) whether payments made by a corporate buyer to the household business before e-invoices are available can be treated as allowable expenses for Corporate Income Tax (CIT) purposes. Under Articles 8 and 9 of Decree 68/2026/ND-CP: A newly-established household business must register for e-invoices within 30 days of the last day of the tax period in which cumulative VAT-taxable revenue reaches VND 1 billion. The household may only begin using e-invoices after completing registration with the tax authority. For the buyer's deductible expenses: Under Article 13 of Circular 20/2026/TT-BTC, corporate buyers purchasing from household businesses with sub-threshold VAT revenue may use Form 02/TNDN (a purchase declaration list, substituting for an invoice) to support deductible expense treatment, provided non-cash payment evidence exists for transactions of VND 5 million or more.

The Hanoi Tax Department provided guidance on the corporate income tax (CIT) exemption conditions for newly registered small and medium-sized enterprises (SMEs). Under Article 3.3 of Decree 196/2025/ND-CP, newly established SMEs are exempt from CIT for two years from the first year they generate taxable income. Key conditions: the enterprise must qualify as an SME under Decree 80/2021/ND-CP, must not have been established through conversion, division, separation, merger or consolidation of another enterprise, and must not be a state-owned enterprise. Enterprise B (established 15/04/2024) needs to determine its size classification (micro, small, or medium) based on insured employee headcount and financial criteria at the time of registration to confirm eligibility for the exemption. The tax authority recommends the business consult further guidance on the Hanoi Tax website or contact its managing tax office directly.

Ho Chi Minh City Tax Department provides guidance to Panasonic Electric Works Vietnam Co., Ltd. on when to recognize Personal Income Tax (PIT) liability for employer-paid benefits covering multiple months or work periods (such as advance rent payments). The taxable income recognition point is when the employee actually benefits from the payment, not the date the company makes the payment or records it in its books. From the 2026 tax year, the company must apply the new Personal Income Tax Law No. 109/2025/QH15 dated 10 December 2025.

The Ho Chi Minh City Tax Department provides guidance on non-cash payment requirements for VAT input deductibility and CIT deductible expenses under the current legal framework. Under Article 14 of the Law on VAT 2024 and Article 26 of Decree 181/2025/ND-CP, purchases of goods and services worth VND 5 million or more (including imported goods) must be supported by non-cash payment instruments for input VAT to be deductible. Similarly, under Article 9 of the Law on Corporate Income Tax 2025 and Article 9 of Decree 320/2025/ND-CP, expenses on goods and services of VND 5 million or more must be supported by non-cash payment proof to qualify as deductible CIT expenses. Where a logistics company pays customs and transport fees of VND 5 million or more on behalf of the importer, and the importer does not comply with non-cash payment requirements, those expenses risk being disallowed for CIT purposes and the corresponding input VAT may not be deductible. The Tax Department advises businesses to study and comply with Article 14 of the VAT Law, Article 9 of the CIT Law, and their implementing regulations.

The Ministry of Finance clarifies whether Willer Vietnam Co., Ltd. - a wholly-owned subsidiary of Willer Inc. (Japan) with FY2025 revenue of VND 10.2 billion - qualifies for the 17% CIT rate under Decree No. 320/2025/ND-CP. Under Article 11(4)(c) of Decree No. 320/2025/ND-CP, the 15% and 17% preferential rates do not apply to Vietnamese-registered companies that are subsidiaries of, or affiliated with, entities that do not themselves qualify for those preferential rates. Since Willer Inc. (Japan) is a foreign enterprise not subject to Vietnamese CIT, the Ministry advises the business to self-assess the applicable rules and contact the directly managing tax authority for case-specific guidance.

The Ministry of Finance provides guidance on Article 32(d2) of Decree No. 57/2026/ND-CP regarding the valuation of annual land-rental rights in the enterprise value for establishing the starting price of equitization share auctions. The value of annual land-rental rights is included in enterprise value and must be determined by a qualified valuation consultant using methods consistent with valuation standards. The computed value must not be less than: the remaining lease term multiplied by the positive difference (if any) between the market rental determined by the consultant at the time of valuation and the actual rent currently being paid. Importantly, where the remaining lease term is less than 5 years, it must be treated as 5 years (a statutory minimum floor). The Ministry's example: if 3 years remain on the lease contract, calculate as if 5 years remain.

The Ministry of Finance clarified the rules on deductible expenses for single purchases of goods or services worth VND 5 million or more that have not been paid at the time the expense is recognized, under Decree 320/2025/ND-CP and Circular 20/2026/TT-BTC. Under the regulations, when a company has not yet paid at the time of expense recognition, the cost may still be deducted if a contract and a goods/service handover record exist. However, when actual payment is eventually made without a non-cash payment voucher, the company must file a downward adjustment of the expense in the tax period in which the cash payment occurs - even if the tax authority has already issued an audit or inspection decision for that period. The Ministry of Finance noted that 'not yet paid' means payment has not actually been made at the time the expense is recognized, not merely that the contractual payment deadline has not yet arrived. Companies must monitor and adjust their declarations in the correct tax period.

Ho Chi Minh City Tax Department responded to queries from a company established in February 2023 (no other legal representative, no related-party transactions, no entity type conversion) regarding its corporate income tax (CIT) declaration obligations. According to the guidance, the company must make quarterly provisional CIT payments (at least 80% of the total annual CIT due). At year-end, the company must submit an annual CIT finalization return and pay any shortfall (or request a refund if overpaid). If quarterly provisional payments are below 80% of the annual CIT liability, late payment interest will be charged. The Tax Department advised the company to contact its direct managing tax authority for specific guidance based on the company's actual documentation and circumstances.

The tax authority provided guidance to Sophia Law Firm LLC (TIN: 0315746296) on the tax treatment of a scenario where the firm collects US immigration service fees from its clients and remits them to a US-based immigration service company under the EB-3 employment-based immigration program. The collection-and-payment-on-behalf amount is confirmed as excluded from the law firm's taxable revenue if supported by adequate documentation: legal service contract, agency/authorization agreement for collection on behalf, payment receipts, outbound remittance documents, and documents from the foreign immigration company (emails with attached contracts are acceptable even when US companies do not use official seals). Regarding foreign contractor tax (FCT): the immigration service fees remitted to the foreign company are subject to FCT and must be withheld and remitted by the Vietnamese party. For invoicing, the legal service fee portion and the collection-on-behalf portion must be shown separately on the invoice.

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.

The Law on Specialized Court at the International Financial Center has been passed by the National Assembly at the 10th Session, 15th Tenure. Drafted by the Supreme People's Court and reviewed by the Committee on Law and Justice, this law establishes a special legal mechanism to resolve disputes arising at Vietnam's International Financial Center. This law is significant in building a legal framework for the International Financial Center, creating a transparent and modern investment environment that meets international standards. The specialized court will have jurisdiction to resolve commercial, financial, and investment disputes arising in this zone according to international standards and practices, contributing to enhanced competitiveness and attracting foreign investment. For small and medium enterprises, especially those with financial or investment activities or planning to participate in the International Financial Center, this law provides a more professional dispute resolution mechanism that meets international standards. This helps protect the rights of parties involved in transactions and builds confidence for both domestic and international investors.