Decree No. 20/2026/TT-BTC, detailing certain provisions of the Enterprise Income Tax Law and Decree No. 320/2025/NĐ-CP of the Government, which details certain provisions and measures for organizing, guiding, and implementing the Enterprise Income Tax Law

 

 

CIRCULAR

Detailed provisions for certain articles of the Enterprise Income Tax Law and Decree No. 320/2025/NĐ-CP of the Government on detailed provisions for certain articles and measures to organize, guide implementation of the Enterprise Income Tax Law

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Based on Article 67 of the Enterprise Income Tax Law No. 67/2025/QH15;

Based on Decree No. 320/2025/NĐ-CP of the Government dated December 15, 2025, which provides detailed provisions for certain articles and measures to organize, guide implementation of the Enterprise Income Tax Law;

Based on Decree No. 29/2025/NĐ-CP of the Government dated February 24, 2025, which stipulates the functions, tasks, powers, and organizational structure of the Ministry of Finance as amended and supplemented by Decree No. 166/2025/NĐ-CP;

In accordance with the proposal of the Director of the Department of Tax Policy Management and Supervision;

The Minister of Finance promulgates this Circular to provide detailed provisions for certain articles of the Enterprise Income Tax Law and Decree No. 320/2025/NĐ-CP of the Government on detailed provisions for certain articles and measures to organize, guide implementation of the Enterprise Income Tax Law.

Article 1. Scope of Application

This Circular provides for:

1. The documentation of expenses eligible for deduction as specified in points b and c of paragraph 1 of Article 9 of the Enterprise Income Tax Law.

2. Documentation for tax preferential treatment under provisions set forth in Articles 4, 13, 14, and 15 of the Enterprise Income Tax Law.

3. The time of determination of business revenue for enterprise income tax in certain cases specified in point c of paragraph 2 of Article 8 and paragraph 3 of Article 12 of Decree No. 320/2025/NĐ-CP of the Government on detailed provisions for certain articles and measures to organize, guide implementation of the Enterprise Income Tax Law (hereinafter referred to collectively as Decree No. 320/2025/NĐ-CP).

4. Documentation for declaration and payment of tax by Vietnamese enterprises investing abroad in income from foreign investment projects specified in paragraph 2 of Article 12 of Decree No. 320/2025/NĐ-CP.

5. Enterprise income tax for foreign enterprises operating in Vietnam as provided in Articles 2, paragraph 4 of Article 3 and paragraph 3 of Article 12 of Decree No. 320/2025/NĐ-CP.

6. Registration of investment capital to implement an expansion project by the enterprise as specified in Article 20 of Decree No. 320/2025/NĐ-CP.

7. Tax obligations in cases where fixed assets have been formed from the Science and Technology Development Fund of the enterprise for use in scientific research and technological activities, which are not yet fully depreciated, and transferred by the enterprise to serve its production and business operations, as well as the format of the report on establishing and utilizing the Science and Technology Development Fund of the enterprise as specified in paragraph 4 of Article 22 of Decree No. 320/2025/NĐ-CP.

Article 2. Applicability

This Circular applies to organizations and individuals related to the scope of application set forth in Article 1 of this Circular.

Article 3. Documentation for expenses eligible for deduction as specified in points b and c of paragraph 1 of Article 9 of the Enterprise Income Tax Law

Expenses eligible for deduction as specified in points b and c of paragraph 1 of Article 9 of the Enterprise Income Tax Law must be accompanied by sufficient invoices and other documents according to regulations, along with specific documentation components. The specific documentation components are as follows:

1. Documentation for expenses related to the implementation of national defense and security education tasks, training, activities of the militia and self-defense forces, and other national defense and security tasks as specified in point b1 of paragraph 1 of Article 9 of the Enterprise Income Tax Law includes:

a) Decision by an authorized person at the enterprise regarding the implementation of national defense and security education tasks, training, activities of the militia and self-defense forces, and other national defense and security tasks;

b) Official document from the competent authority under relevant laws confirming that the enterprise has fulfilled its national defense and security education tasks, training, activities of the militia and self-defense forces, and other national defense and security tasks.

2. Documentation for expenses supporting the activities of the party organization, political-social organizations within the enterprise as specified in point b2 of paragraph 1 of Article 9 of the Enterprise Income Tax Law includes:

a) Decision on establishment or operating regulations of the party organization, political-social organizations within the enterprise;

b) Document requesting support from the party organization, political-social organizations within the enterprise or plan for using funds to serve the activities of the party organization, political-social organizations within the enterprise (if approved).

3. Documentation for expenses related to vocational education and training activities for employees as specified in point b3 of paragraph 1 of Article 9 of the Enterprise Income Tax Law includes:

a) Employment contract or collective labor agreement or financial regulations of the enterprise that specify expenses for vocational education and training (including cases where the employment contract, collective labor agreement, or financial regulations of the enterprise allow employees to be reimbursed for vocational education and training expenses through non-cash payment services, with such expenses subsequently being reimbursed by the enterprise through non-cash payment services);

b) Decision by an authorized person at the enterprise approving a list of employees selected for vocational education and training activities;

c) Registration form of the employee (copy);

d) Certificate or diploma confirming the completion of the educational program. In cases where there is no certificate or diploma, a confirmation from the vocational education institution or a list of employees who have participated in vocational education and training activities must be provided.

4. The records of actual expenditures for HIV/AIDS prevention and control activities at the workplace of an enterprise as provided in point b4 clause 1 Article 9 of the Enterprise Income Tax Law are internal regulations or internal rules of the enterprise that specify provisions on expenditures for HIV/AIDS prevention and control activities of the enterprise.

5. The records of donations for education, healthcare, culture; donations for disaster relief, epidemic response, post-disaster recovery, building unity houses, merit houses, and houses for beneficiaries under legal provisions; donations in accordance with government and Prime Minister's regulations allocated to special hardship areas; and donations for scientific research, technological development, innovation, digital transformation as provided in point b5 clause 1 Article 9 of the Enterprise Income Tax Law.

a) For donations for education, healthcare, culture in cash or kind, the records shall include: A receipt confirmation document signed by the enterprise representative who is the donor and the recipient's representative (or the representative of an organization authorized to mobilize donations under legal provisions), where for medical donations, the receipt confirmation document must also include a confirmation from the organization authorized to mobilize donations under legal provisions and the signature of the patient or their family member;

b) For donations for disaster relief, epidemic response, post-disaster recovery in cash or kind, the records shall include: A receipt confirmation document signed by the enterprise representative who is the donor and the recipient's representative (who must be a person or organization established and operating under legal provisions), where for individual recipients, the donation receipt confirmation document should also include a confirmation from the organization authorized to mobilize donations under legal provisions and the signature of the recipient;

c) For donations in cash or kind for building unity houses, merit houses, and houses for beneficiaries, the records shall include: A receipt confirmation document signed by the enterprise representative who is the donor and the recipient's representative (or the representative of an organization authorized to mobilize donations under legal provisions); a document confirming the beneficiary as a target group issued by the competent authority in accordance with relevant sectoral laws;

d) For donations in cash or kind allocated by the Government and Prime Minister for special hardship areas, the records shall include: A receipt confirmation document signed by the enterprise representative who is the donor and the recipient's representative (or the representative of an organization authorized to mobilize donations under legal provisions);

d) For donations in cash or kind for scientific research, technological development, innovation, digital transformation, the records shall be carried out in accordance with laws on science, technology, and innovation, laws on digital transformation, and Decree No. 320/2025/NĐ-CP;

e) The receipt confirmation document mentioned in this clause is in Form No. 01/TNDN attached to this Circular.

6. The records of expenditures for scientific research, technological development, innovation, digital transformation as provided in point b6 clause 1 Article 9 of the Enterprise Income Tax Law shall be carried out in accordance with laws on science, technology, and innovation, laws on digital transformation, and Decree No. 320/2025/NĐ-CP.

7. The records of the value loss due to natural disasters, epidemics, and other force majeure events not covered by compensation as provided in point b7 clause 1 Article 9 of the Enterprise Income Tax Law include:

a) A valuation inventory document prepared by the enterprise for assets and goods damaged, specifying the value of the damaged assets and goods, the cause of damage, the responsibility of organizations or individuals for such damages, types, quantities, unit prices, and recoverable asset values (if any);

b) An inventory document confirmed and signed by the legal representative of the enterprise, which shall be responsible under the law;

c) Documentation of compensation claims accepted by an insurance agency (if applicable);

d) Documentation specifying the responsibilities of organizations or individuals required to compensate (if applicable).

8. The records of actual expenditures for personnel seconded to manage, operate, and control a special supervision financial institution or a commercial bank transferred under legal provisions as provided in point b8 clause 1 Article 9 of the Enterprise Income Tax Law include:

a) A decision on secondment by an authorized body;

b) A document approving or accepting the secondment from the receiving financial institution;

c) Contracts or agreements (if any) among relevant parties.

9. The records of certain expenditures for production and business operations of enterprises that do not correspond to revenue generated in the period as provided in point b9 clause 1 Article 9 of the Enterprise Income Tax Law are as follows:

a) For expenses incurred by the bidder participating in bidding but failing to win, the records shall include: The tender invitation document from the tenderer; the bid submission when participating in the bidding sent to the tenderer and the tenderer; the awarding results issued by the tenderer or the tenderer (if any); other documents as per laws on procurement (if any);

b) For market research, product/service development expenses preparing for new production and service projects, and investment in new product/service development projects that fail to succeed or are discontinued, the records shall include: A report on market development and new product/service development as provided in point i2 clause 2 Article 9 of Decree No. 320/2025/NĐ-CP.

c) For the costs of land rental fees and management, maintenance costs of infrastructure paid to business entities operating infrastructure in economic zones, high-tech parks, agricultural technology parks, concentrated digital economy areas, industrial parks, industrial clusters, where such land and infrastructure must be the location or production site of the enterprise if it has not yet commenced its production and business operations, the documentation includes: a decision approving the investment initiative or an investment approval decision or an investment registration certificate or any document with equivalent legal force as prescribed by the law on investment (if applicable); a written agreement or lease contract for land and infrastructure, which clearly stipulates the costs that the enterprise must pay for land rental fees, management, and maintenance of infrastructure;

d) For depreciation expenses or allocation into expenses according to regulations during the period before renting out assets when there are no tenants, the documentation includes: documents proving lawful ownership and usage rights of the enterprise over the asset; records of management and tracking accounting of the asset as prescribed;

d) For costs associated with establishing a business entity, branch, or subsidiary, business location of the enterprise; costs for restoration after temporary suspension of production and business (excluding investment construction expenses to form fixed assets); costs for restoring the original state under contract before dissolution of the enterprise or termination of operations of branches, subsidiaries, or business locations of the enterprise, the documentation includes: a business registration certificate, an operation branch/representative office registration certificate, a business location registration certificate, a confirmation document from the enterprise, its branch, or business location regarding temporary suspension of business/restarting business before the announced deadline or a confirmation document from the representative office regarding temporary cessation of operations/resuming operations before the announced deadline; notification documents from the enterprise about dissolution or notification documents about termination of existence of branches/representative offices/business locations. In cases where costs for restoring the original state of the premises, production and business location arise before dissolution of the enterprise or termination of operations of branches/representative offices/business locations, the enterprise shall supplement a handover record of the premises, production and business location before suspension of production and business and a handover record after resuming business before the announced deadline or a handover record before and after dissolution of the enterprise or termination of operations of branches/representative offices/business locations;

e) For costs associated with promoting products or services prior to sales, the documentation includes: a report on the investment initiative for production of products or services as prescribed at point i6 clause 2 Article 9 Decree No. 320/2025/NĐ-CP;

f) For costs associated with scrapping inventory due to natural biochemical changes, outdated fashion, technological obsolescence, obsolescence, expiration of use, non-utilitarian goods, goods not meeting market circulation requirements as per specialized laws; costs for scrapping raw materials, supplies, components no longer in demand, the documentation includes: a decision from an authorized person at the enterprise regarding scrapping of goods, raw materials, supplies, and components; an inventory valuation record compiled by the enterprise, which clearly states the reasons, types, quantities, values, and disposal plans for the aforementioned goods, raw materials, supplies, and components as confirmed, signed, and responsible by a legal representative of the enterprise; a decision to establish a liquidation committee for scrapping goods, raw materials, supplies, and components; a decision from the liquidation committee;

g) For costs associated with scrapping assets due to damage no longer in demand, the documentation includes: a decision from an authorized person at the enterprise regarding scrapping of assets; an inventory valuation record compiled by the enterprise, which clearly states the reasons for damage, types, quantities, values, and disposal plans for the asset as confirmed, signed, and responsible by a legal representative of the enterprise; a decision to establish a liquidation committee for scrapping assets; a decision from the liquidation committee;

h) For costs associated with scrapping scrap materials or waste generated during processing and production, the documentation includes: an inventory record confirming the scrapping of scrap materials or waste compiled by the enterprise and confirmed, signed, and responsible by a legal representative of the enterprise.

10. Documentation for the support construction cost of public works that simultaneously serve the production and business operations of enterprises as prescribed at point b10 clause 1 Article 9 Enterprise Income Tax Law includes:

a) A written approval or project approval document for public works signed and responsible by a legal representative of the enterprise;

b) An investment decision or contract signed between the enterprise and an authorized body.

11. Documentation for expenses related to reducing greenhouse gas emissions to offset carbon and net zero, reducing environmental pollution, which are also related to the production and business operations of enterprises as prescribed at point b11 clause 1 Article 9 Enterprise Income Tax Law includes:

a) A decision from an authorized person of the enterprise regarding the implementation of greenhouse gas emission reduction;

b) Documentation for projects or plans related to reducing greenhouse gas emissions.

12. Documentation for contributions into funds established by decisions of the Prime Minister, as prescribed by the Government, which enterprises are obligated to pay as per point b12 clause 1 Article 9 Enterprise Income Tax Law includes:

a) A decision of the Prime Minister or a provision of the Government regarding the establishment of the fund;

b) A record confirming the enterprise's contribution into the funds (if applicable).

Article 13. The records of certain expenditures as provided in Point c Clause 1 Article 9 of the Enterprise Income Tax Law are as follows:

a) For cases where goods purchased are agricultural, forestry, and fishery products from producers who sell directly; purchase of handicrafts made from bamboo, rattan, reed, palm leaves, rushes, hemp, straw, coconuts, coconut shells, or waste materials from agricultural products sold by producer artisans who sell directly; purchase of scrap from those who collect it directly; purchase of household items or assets from households or individuals who sell them directly; and purchase of goods or services from individuals or business households (excluding the cases mentioned above) with a turnover below the threshold for value-added tax, the records include: Payment vouchers in accordance with accounting laws, invoices, and other documents (for cases where the value of purchases of goods or services on any given day by each household or individual exceeds 5 million Vietnamese dong, payment must be made without using cash); purchase receipts according to Form No. 02/TNDN issued as an annex to this Circular, signed and responsible for by the legal representative or authorized person of the enterprise;

b) For cases where a business incurs expenditures due to authorizing/assigning employees to purchase goods or services on behalf of the business for production and business activities, with each expenditure being 5 million Vietnamese dong or more, and these expenses are paid by the employee through non-cash payment services, the records include: Invoices and other documents in accordance with accounting laws; financial regulations or internal rules or enterprise decisions authorizing or permitting employees to make payments for goods or services to support business operations; receipts of non-cash payments made by employees when purchasing goods or services on behalf of the enterprise; and receipts of non-cash payments from the enterprise reimbursing the employee;

c) For cases where goods or services are purchased with a value of 5 million Vietnamese dong or more per transaction, if the business has not yet paid at the time of recognizing the expense, the business may include such expenses in deductible costs for determining taxable income provided there is a purchase contract, delivery receipt, and when payment is made, the enterprise must have non-cash payment receipts;

d) For cases where a business rents assets from an individual, the records to determine deductible expenses are the lease agreement and documents evidencing payment of rent. In cases where a business rents assets from an individual and the lease agreement stipulates that the rental fee does not include tax (value-added tax, personal income tax), and the business pays such taxes on behalf of the individual in accordance with tax laws, the business may include both the rental amount and the tax paid on behalf of the individual as deductible expenses if there are payment receipts;

Article 14. The records for expenditures that can be deducted under this provision are original documents or certified copies or stamped copies of the enterprise's documents or electronic documents in accordance with legal provisions.

Article 15. Enterprises have the responsibility to retain and provide complete records related to expenses under this article for use in tax inspections, audits, and other cases as provided by law. When retaining and providing records related to national defense and security tasks under paragraph 1 of this article, they must comply with legal provisions on the protection of state secrets.

Article 4. Tax Preferential File as prescribed in Articles 4, 13, 14 and 15 of the Enterprise Income Tax Law

1. The procedures and files for tax exemption, reduced tax, preferential tax rate, period of tax exemption, and reduced tax are carried out according to the provisions of the law on tax administration.

2. Enterprises shall self-determine the conditions for tax exemption, reduced tax, preferential tax rate, period of tax exemption, and reduced tax, as well as the amount of losses deductible from taxable income for declaration and settlement of taxes with the tax authority.

3. In case of inspection and audit revealing that enterprises do not meet the conditions to apply for tax exemption, reduced tax, preferential tax, preferential tax rate, period of tax exemption, and reduced tax, the competent authority shall handle the recovery of taxes, calculation of late payment fees, and tax penalties in accordance with the provisions of the law.

Article 5. Time of Determining Revenue for Enterprise Income Tax in Certain Cases as prescribed at Point c Clause 2 Paragraph 8 and Clause 3 Paragraph 12 of Decree No. 320/2025/NĐ-CP

1. The time of determining revenue for enterprise income tax in certain cases for enterprises established according to the provisions of Vietnamese law is as follows:

a) For exported goods, the time of determining revenue for enterprise income tax is the date when ownership transfer occurs under the export contract. In case the date of ownership transfer cannot be determined, the time of determining revenue for enterprise income tax shall be based on the provisions concerning the basis for determining exported goods under customs law;

b) For air transport services, the time of determining revenue for enterprise income tax is the time when the service transportation has been completed for the buyer;

c) For construction and installation activities (including shipbuilding), the time of determining revenue for enterprise income tax is the date of completion of the project, sub-project, or quantity of construction and installation work, regardless of whether payment has been received or not;

d) For electricity and water supply services, the time of determining revenue for enterprise income tax is the date when meter readings are confirmed on the electricity and water bills.

2. The time of determining revenue for enterprise income tax in certain cases for foreign enterprises is as follows:

a) For capital transfer activities, the time of determining revenue for enterprise income tax is the effective date of the initial capital transfer contract under the provisions;

b) For securities and deposit certificate transfers, the time of determining revenue for enterprise income tax is the date of transfer;

c) For derivative securities transactions, the time of determining revenue for enterprise income tax is the date when the buy or sell order of the investor on the stock exchange trading system is matched, or the date when the derivative contract expires.

Article 6. Filing and Tax Payment Procedures for Vietnamese Enterprises Investing Abroad with respect to Income from Overseas Investment Projects as prescribed at Paragraph 2 Clause 12 of Decree No. 320/2025/NĐ-CP

The filing and tax payment procedures for Vietnamese enterprises investing abroad with respect to income from overseas investment projects are carried out in accordance with the provisions of Circular No. 80/2021/TT-BTC dated September 29, 2021, by the Minister of Finance, which guides the implementation of certain provisions of the Enterprise Tax Administration Law and Decree No. 126/2020/NĐ-CP dated October 19, 2020, by the Government, detailing certain provisions of the Enterprise Tax Administration Law (and any subsequent amendments or supplements if applicable).

Article 7. Enterprise Income Tax for Foreign Enterprises Engaged in Business Operations in Vietnam as Provided in Paragraph 4 of Clause 2 and Paragraph 3 of Clause 12 of Decree No. 320/2025/NĐ-CP

1. The provisions of this Article apply to foreign enterprises specified in points b2, b3, and b4 of paragraph 1 of Clause 2 of Decree No. 320/2025/NĐ-CP (excluding cases provided for in paragraph 2 of this Article) under the following circumstances:

a) A foreign enterprise with a permanent establishment in Vietnam or without a permanent establishment in Vietnam, including enterprises engaged in e-commerce and digital platform-based business operations (hereinafter collectively referred to as foreign subcontractors, foreign sub-subcontractors), engaging in business operations in Vietnam or generating income in Vietnam based on contracts, agreements, or commitments between the foreign subcontractor and Vietnamese organizations or individuals or between the foreign subcontractor and foreign sub-subcontractors for the purpose of performing part of the contract work;

b) Foreign subcontractors, foreign sub-subcontractors providing services, providing services associated with goods, supplying and distributing goods (including cases where they delegate or hire some Vietnamese organizations or individuals to perform part of the distribution service, other related sales services in Vietnam) through export-import on-site or under international trade terms (Incoterms), except for processing and re-exporting goods for foreign enterprises that have commissioned such processing; providing goods and services in Vietnam under various e-commerce business models, digital platform-based business operations. The provisions of this point apply when the foreign subcontractor, foreign sub-subcontractor remains the owner of the goods delivered to Vietnamese organizations or individuals or bears responsibility for distribution costs, advertising, marketing, after-sales service quality, quality of goods delivered to Vietnamese organizations or individuals or sets the price of goods or service supply;

c) Foreign subcontractors, foreign sub-subcontractors supplying goods in the form specified in point g where delivery of goods is within Vietnam's territory (excluding cases provided for in paragraph 2 of this Article) or providing goods accompanied by certain services carried out in Vietnam such as advertising, marketing, promotional activities, after-sales service, installation, testing, warranty, maintenance, replacement and other services accompanying the supply of goods (including free-of-charge services), including cases where the provision of the aforementioned services is or is not included in the value of the goods supply contract;

d) Foreign subcontractors, foreign sub-subcontractors through Vietnamese organizations or individuals to carry out negotiations, signing contracts on behalf of foreign enterprises;

d) Foreign subcontractors, foreign sub-subcontractors exercising export rights, import rights, distribution in the Vietnamese market, purchasing goods for export, selling goods to Vietnamese merchants in accordance with commercial law and foreign trade management law.

2. The provisions of this Article do not apply to the following cases:

a) Foreign subcontractors, foreign sub-subcontractors providing goods to Vietnamese organizations or individuals without accompanying services performed in Vietnam under the form of delivery at an overseas border checkpoint where the seller bears all responsibilities, costs, and risks related to export and delivery at the overseas border checkpoint; the buyer bears all responsibilities, costs, and risks related to receiving and transporting goods from the overseas border checkpoint to Vietnam (including cases where delivery at the overseas border checkpoint includes a warranty clause as the responsibility and obligation of the seller);

b) Foreign subcontractors, foreign sub-subcontractors providing goods to Vietnamese organizations or individuals without accompanying services performed in Vietnam under the form of delivery at a Vietnamese border checkpoint where the seller bears all responsibilities, costs, and risks related to the goods until the point of delivery at the Vietnamese border checkpoint; the buyer bears all responsibilities, costs, and risks related to receiving and transporting goods from the Vietnamese border checkpoint (including cases where delivery at the Vietnamese border checkpoint includes a warranty clause as the responsibility and obligation of the seller);

c) Foreign subcontractors, foreign sub-subcontractors providing repair services (including or not including replacement parts and equipment) for transportation vehicles, machinery, equipment (including submarine cables, transmission equipment) to Vietnamese organizations or individuals where such services are performed abroad;

d) Foreign subcontractors, foreign sub-subcontractors providing advertising and marketing services (excluding internet-based advertising and marketing) to Vietnamese organizations or individuals where such services are performed abroad;

d) Foreign subcontractors, foreign sub-subcontractors providing investment promotion and trade promotion services (excluding internet-based investment promotion and trade promotion) to Vietnamese organizations or individuals where such services are performed abroad;

e) Foreign subcontractors, foreign sub-subcontractors providing brokerage services (excluding internet-based brokerage) for selling goods, providing service brokerage to overseas destinations for Vietnamese organizations or individuals where such services are performed abroad;

g) Foreign subcontractors, foreign sub-subcontractors providing training services (excluding online training) to Vietnamese organizations or individuals where such services are performed abroad;

h) Foreign subcontractors, foreign sub-subcontractors sharing charges (payment of telecommunications services) for international telecommunications services between Vietnam and foreign countries or leasing foreign transmission lines and satellite frequencies in accordance with the Telecommunications Law and any amendments or supplements (if applicable), international telecommunications treaties that the Socialist Republic of Vietnam has signed and ratified where such services are performed outside Vietnam.

i) Foreign contractors and subcontractors may split the cost (payment cost) of international postal services between Vietnam and foreign countries in accordance with the provisions of the Postal Law and any amendments or supplements thereto, international postal conventions to which the Socialist Republic of Vietnam is a party, and such services are provided outside Vietnam;

k) Foreign contractors and subcontractors use overseas customs warehouses, inland container depots (ICD) as cargo storage facilities to support international transport, transshipment, re-export, warehousing of goods or for other enterprises' processing;

l) Foreign contractors and subcontractors provide other services than those specified in clauses c, d, đ, e, g, h and i of this clause to Vietnamese organizations or individuals where such service provision occurs outside Vietnam and is not consumed within Vietnam;

m) A foreign enterprise transfers capital through restructuring transactions of ownership among companies within the group without changing the ultimate parent company that directly or indirectly owns enterprises in Vietnam after restructuring and does not generate income, including cases: Splitting a company; merging companies; consolidating companies; exchanging shares; contributing shares as capital; distributing profits, dividends in shares within the group and other transactions transferring direct or indirect ownership of enterprises in Vietnam. Restructuring transactions of ownership among companies within the group without changing the ultimate parent company that directly or indirectly owns enterprises in Vietnam are considered not generating income if all of the following conditions are met: Not altering the final beneficial owner; transfer value is not recorded higher than book value or initial capital contribution value; transaction does not create a difference in value, with value determined according to the restructuring documentation approved by competent authority not exceeding the recognized value at the time of capital transfer; the recipient of the transfer inherits all the value, liabilities and related rights associated with the investment from the transferring party;

n) A foreign enterprise sells raw materials, materials, components stored in overseas customs warehouses, free trade zones for import into Vietnam to support production of export goods, processing of export goods under a contract; a foreign enterprise designates an export manufacturing company to deliver raw materials, materials, components to another export manufacturing company to support production of export goods, processing of export goods as specified in point b of paragraph 3 of Article 12 of Decree No. 320/2025/NĐ-CP.

3. Determination of the amount of enterprise income tax payable is as follows: The amount of enterprise income tax payable by foreign contractors and subcontractors shall be determined based on taxable revenue and a percentage rate on such taxable revenue. Specifically, as follows:

Wherein, taxable revenue for enterprise income tax is the total revenue received by foreign contractors and subcontractors without deducting any taxes payable. Taxable revenue for enterprise income tax includes all expenses paid by Vietnamese entities on behalf of foreign contractors and subcontractors (if applicable).

4. The amount of taxable revenue for enterprise income tax in certain specific cases is determined as follows:

a) In the case where, according to the agreement in the contract or subcontracting contract, the revenue received by foreign contractors and subcontractors does not include the enterprise income tax payable, then the taxable revenue for enterprise income tax shall be determined based on the following formula:

b) In the case where a foreign contractor assigns part of the work or a portion of the scope to a subcontractor, then the taxable revenue for enterprise income tax of the foreign contractor does not include the value of the work or the value of the scope performed by the subcontractor based on the subcontracting contract signed between the foreign contractor and the subcontractor. The subcontractor specified in this point is determined according to the list of subcontractors stipulated in the contract or its annexes signed between the foreign contractor and the Vietnamese entity before the subcontractor performs part of the work or a portion of the scope assigned. In cases where a foreign contractor enters into contracts with suppliers in Vietnam to purchase raw materials, machinery, equipment for performing the contracting works and goods, services for internal consumption, consumption not falling under the scope or work performed by the foreign contractor according to the contract, then the value of such goods and services shall not be deducted when determining the taxable revenue for enterprise income tax of the foreign contractor;

c) In the case where a foreign contractor enters into a subcontracting contract with a foreign subcontractor, then Vietnamese entities declare and pay enterprise income tax on behalf of the foreign contractor and foreign subcontractor according to the percentage rate on taxable revenue for enterprise income tax corresponding to the industry or business in which the foreign contractor and foreign subcontractor perform under the contracting and subcontracting contracts. The foreign subcontractor is not required to declare and pay enterprise income tax on the value of work performed by the foreign subcontractor as specified in the subcontracting contract signed with the foreign contractor, where Vietnamese entities have already declared and paid on behalf of them.

d) For the leasing service of machinery, equipment, and transportation means, the business income subject to enterprise income tax is the full amount of rental fees. In cases where the business income from leasing machinery, equipment, and transportation means includes costs directly borne by the lessor such as vehicle insurance, maintenance, registration inspection certification, driver for vehicles, machines, and transportation costs for moving machinery and equipment from abroad to Vietnam, the business income subject to enterprise income tax does not include these expenses if there is actual evidence provided;

đ) For the air transport service of foreign airlines, the business income subject to enterprise income tax is the revenue from selling passenger tickets, air waybills, and other revenues (excluding revenues collected on behalf of the State or organizations as stipulated by law) in Vietnam for the transportation of passengers, cargo, and other consignees on flights operated by the airline itself or its alliance;

e) For the sea transport service of foreign shipping companies, the business income subject to enterprise income tax is the full amount of freight charges collected from the operation of passenger transportation, cargo transportation, and any additional charges that the shipping company receives from Vietnamese ports to the final unloading port (including freight charges for multiple shipments that must be transshipped through intermediate ports) and/or freight charges received for transporting goods between Vietnamese ports. The freight charges used as a basis for calculating enterprise income tax do not include freight charges already taxed at Vietnamese ports for foreign ship owners, or freight paid to Vietnamese transportation companies that participated in the transportation of goods from Vietnamese ports to an intermediate port;

g) For international delivery and warehousing services from Vietnam to foreign countries (regardless of who pays for the service), the business income subject to enterprise income tax is the full amount of revenue received by the foreign contractor, excluding international freight charges paid to shipping companies (air or sea);

h) For international mail services from Vietnam to foreign countries (regardless of who pays for the service), the business income subject to enterprise income tax is the full amount of revenue received by the foreign contractor;

i) For reinsurance activities conducted abroad, the business income subject to enterprise income tax is the total premium and other revenues generated from the reinsurance activities that the foreign contractor receives. For receiving reinsurance from abroad, the business income subject to enterprise income tax is the reinsurance premium and other revenues generated from the reinsurance activity as confirmed in the reinsurance settlement document received by the foreign contractor;

k) For securities and deposit certificate transfer services, the business income subject to enterprise income tax is the total revenue from selling securities and deposit certificates. For derivative securities transactions such as futures contracts, the business income subject to enterprise income tax is the price of each individual transfer of the futures contract. The price of each individual transfer of the futures contract is determined by multiplying the settlement price of the futures contract at the time of determining the taxable revenue with the Contract Multiplier, then multiplied by the Number of Contracts and divided by 2 (the Initial Margin Ratio as announced by Vietnam Clearing and Settlement Corporation according to regulations);

l) For interest on loans, the business income subject to enterprise income tax is the full amount of receipts received by the lender from any form of loan where the loan may or may not be secured by collateral, and the lender may or may not benefit from the borrower's interest; receipts from interest on deposits (excluding interest on deposits from foreign individuals and interest on deposits generated from accounts maintained in Vietnam by diplomatic missions, international organization representatives, or non-governmental organizations), including any additional bonuses associated with deposit interest if applicable; receipts from late payment interest as stipulated in loan contracts; receipts from interest on bonds, discounting bond prices (excluding bonds exempt from tax), promissory notes; and receipts from interest on deposit certificates. Interest on loans includes all fees that the Vietnamese party must pay according to the terms of the contract;

5. Percentage rate on business income subject to enterprise income tax:

a) The percentage rate on business income subject to enterprise income tax applies to foreign enterprises operating in Vietnam as specified in paragraph 3 of Article 12 of Decree No. 320/2025/NĐ-CP;

b) In the case of a construction contract or a subcontracting contract involving multiple different business activities, the application of the percentage (%) on revenue for calculating enterprise income tax shall be based on the revenue for each business activity performed by foreign contractors and subcontractors according to the provisions in the contract. Where it is not possible to separately identify the value of each business activity, the percentage (%) on revenue for calculating enterprise income tax shall be applied to the industry or trade with the highest percentage (%) on revenue for calculating enterprise income tax for the entire contract value. Specifically regarding construction activities involving the supply of raw materials or machinery and equipment: Where a construction contract separately identifies the value of each business activity, each portion of the work value according to the contract shall be subject to the corresponding percentage (%) on revenue for calculating enterprise income tax. Where a construction contract does not separately identify the value of each business activity, the percentage (%) on revenue for calculating enterprise income tax is 2% for the entire contract value. In the case where a foreign contractor enters into a subcontracting agreement with a subcontractor to transfer all or part of the work packages or items involving the supply of raw materials or machinery and equipment, and the foreign contractor only performs the remaining services according to the construction contract, the percentage (%) on revenue for calculating enterprise income tax shall be applied to the service industry (5%).

c) In the case where a machine tool or equipment is supplied with services performed in Vietnam, if it is possible to separately identify the value of the machine tool/equipment and the value of the services, then taxes are calculated based on the percentage (%) on revenue for each portion of the contract value. Where the contract does not separately identify the value of the machine tool/equipment and the value of the services, a percentage (%) on revenue for calculating enterprise income tax is 2%.

Article 8. Registration of investment capital to implement an expansion project as provided in Article 20 of Decree No. 320/2025/NĐ-CP

1. When implementing the expansion project, the enterprise shall submit a written notice to the competent tax authority at the same time as filing the Enterprise Income Tax Final Return not later than the year in which the investment expansion project is implemented to inform about the registered capital of the expansion project.

2. During the implementation of the expansion project, if the enterprise makes changes to the registered capital already declared, it shall notify the tax authority again.

Article 9. Tax obligations in the case where fixed assets have been formed from the Science and Technology Development Fund of the enterprise for use in scientific research and technological activities that are not yet fully depreciated and are transferred by the enterprise for use in production and business operations, as well as the Model Report on Extracting and Utilizing the Science and Technology Development Fund of the enterprise as provided in Clause 4 of Article 22 of Decree No. 320/2025/NĐ-CP

1. In the case where fixed assets have been formed from the Science and Technology Development Fund of the enterprise for use in scientific research and technological activities that are not yet fully depreciated and are transferred to production and business operations, the remaining value of the fixed asset shall be included in other income and the remaining value of the fixed asset shall be subject to depreciation, which is deductible when determining taxable income.

2. The enterprise shall prepare a Report on Extracting and Utilizing the Science and Technology Development Fund according to Model No. 03-6/TNDN Appendix II attached to Circular No. 80/2021/TT-BTC dated September 29, 2021 by the Minister of Finance guiding implementation of certain provisions of the Tax Administration Law and Decree No. 126/2020/NĐ-CP dated October 19, 2020 by the Government specifying details of certain provisions of the Tax Administration Law and any subsequent amendments or supplements (if applicable).

Article 10. Enforceability

1. This Circular shall take effect from March 12, 2026 and apply to the tax year of 2025.

2. For expenses deductible for corporate income tax purposes that arise before the effective date of this Circular and are specifically provided in Circular No. 96/2015/TT-BTC dated June 22, 2015 by the Minister of Finance on corporate income tax as per Decree No. 12/2015/NĐ-CP dated February 12, 2015 by the Government on detailed implementation of the Law Amending and Supplementing Certain Articles of Tax Laws and Decrees on Tax and Circulars amending and supplementing certain articles of Circular No. 78/2014/TT-BTC dated June 18, 2014, Circular No. 119/2014/TT-BTC dated August 25, 2014, Circular No. 151/2014/TT-BTC dated October 10, 2014 by the Ministry of Finance (hereinafter referred to as Circular No. 96/2015/TT-BTC), such provisions shall be applied for the tax year of 2025 in accordance with the provisions of Circular No. 96/2015/TT-BTC. For expenses deductible for corporate income tax purposes specified in Article 3 of this Circular that are not specifically provided in Circular No. 96/2015/TT-BTC, the documentation required for the tax year of 2025 shall be invoices and vouchers as prescribed by law (including for depreciation or allocation expenses related to leased assets where there is no tenant during the period before the asset is rented out, which must include a document proving lawful ownership and use rights of the enterprise over the asset).

3. The provisions on non-cash payment documents and capital transfer in this Circular shall apply from the date when Decree No. 320/2025/NĐ-CP takes effect.

4. In the case of construction contracts or subcontracting agreements currently applying the mixed method as specified in Circular No. 103/2014/TT-BTC dated August 6, 2014 by the Minister of Finance for tax obligations applicable to foreign organizations operating in Vietnam or generating income within Vietnam that are signed before this Circular takes effect, the determination of corporate income tax obligations shall continue to be carried out in accordance with the provisions of the legal documents effective at the time of signing the contract.

5. Where the legal documents referred to in this Circular are amended, supplemented, or replaced, such provisions shall apply according to the amended, supplemented, or replaced document.

6. This Circular replaces:

a) Circular No. 78/2014/TT-BTC dated June 18, 2014 by the Minister of Finance for implementing Decree No. 218/2013/NĐ-CP dated December 26, 2013 by the Government on implementation and guidance of the Enterprise Income Tax Law;

b) Circular No. 96/2015/TT-BTC dated June 22, 2015 by the Minister of Finance for enterprise income tax as per Decree No. 12/2015/NĐ-CP dated February 12, 2015 by the Government on detailed implementation of the Law Amending and Supplementing Certain Articles of Tax Laws and Decrees on Tax and Circulars amending and supplementing certain articles of Circular No. 78/2014/TT-BTC dated June 18, 2014, Circular No. 119/2014/TT-BTC dated August 25, 2014, Circular No. 151/2014/TT-BTC dated October 10, 2014 by the Ministry of Finance.

7. This Circular abolishes provisions related to enterprise income tax policies in:

a) Articles 1, 2, 7, 10, 13 (except point b.11 clause 1 Article 13), and Article 16 of Circular No. 103/2014/TT-BTC dated August 6, 2014 by the Minister of Finance for implementing tax obligations applicable to foreign organizations operating in Vietnam or generating income within Vietnam;

b) Article 6 of Circular No. 119/2014/TT-BTC dated August 25, 2014 by the Minister of Finance amending and supplementing certain articles of Circular No. 156/2013/TT-BTC dated November 6, 2013, Circular No. 111/2013/TT-BTC dated August 15, 2013, Circular No. 219/2013/TT-BTC dated December 31, 2013, Circular No. 8/2013/TT-BTC dated January 10, 2013, Circular No. 85/2011/TT-BTC dated June 17, 2011, Circular No. 39/2014/TT-BTC dated March 31, 2014 and Circular No. 78/2014/TT-BTC dated June 18, 2014 by the Ministry of Finance to reform and simplify administrative procedures for tax;

c) Chapter I of Circular No. 151/2014/TT-BTC dated October 10, 2014 by the Minister of Finance for implementing Decree No. 91/2014/NĐ-CP dated October 1, 2014 by the Government on amending and supplementing certain articles at various tax decrees;

d) Article 5 of Circular No. 130/2016/TT-BTC dated August 12, 2016 by the Minister of Finance for implementing Decree No. 100/2016/NĐ-CP dated July 1, 2016 by the Government on detailed implementation of the Law Amending and Supplementing Certain Articles of Value Added Tax Law, Special Consumption Tax Law and Tax Management Law and amending certain articles at various tax circulars;

d) Article 3 of Circular No. 25/2018/TT-BTC dated March 16, 2018 by the Minister of Finance for implementing Decree No. 146/2017/NĐ-CP dated December 15, 2017 by the Government and amending certain articles at Circular No. 78/2014/TT-BTC dated June 18, 2014, Circular No. 111/2013/TT-BTC dated August 15, 2013 by the Ministry of Finance;

e) Article 2, paragraph 5 of Article 3, Articles 4, paragraph 3 of Article 5 of Circular No. 67/2022/TT-BTC dated November 7, 2022 by the Minister of Finance for tax obligations when enterprises accrue and utilize the Enterprise Development Fund;

g) Article 4 of Circular No. 83/2016/TT-BTC dated June 17, 2016 by the Minister of Finance for implementing investment incentives as per the Investment Law and Decree No. 118/2015/NĐ-CP dated November 12, 2015 by the Government on detailed implementation and guidance on certain articles of the Investment Law;

h) Article 4 of Circular No. 128/2011/TT-BTC dated September 12, 2011 by the Ministry of Finance for value added tax and corporate income tax for public health institutions.

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For reference:

- Central Committee of the Party;
- Prime Minister, Deputy Prime Ministers of the Government;
- Central Party Office and its Committees;
- Office of the General Secretary;
- Office of the National Assembly;

- Office of the Government;

- Office of the President;
- Ethnic Affairs Committee and its Committees of the National Assembly;
- Supreme People's Procuratorate;
- Supreme People's Court;
- Audit Agency;

- Central Committee of the Vietnam Fatherland Front;
- Central organs of mass organizations;
- Ministries, agencies at the ministerial level, and subordinate agencies of the Government;
- People's Councils, People's Committees of provinces and centrally-administered cities;
- Departments of Finance of provinces and centrally-administered cities;
- Taxes of provinces and centrally-administered cities;
- State Treasury offices in regions;

- Customs offices in regions;
- Office for Checking Legal Documents and Handling Administrative Violations, Ministry of Justice;
- Official Gazette;

- National Database on Regulatory Documents;

- National Law Portal;
- Government Electronic Information Portal;
- Finance Ministry Electronic Information Portal;
- Units under the Ministry of Finance;
- VT, CST (b).

MINISTER

DEPUTY MINISTER

 

 

 

 

 

Cao Anh Tuấn

 

 

THE SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
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MINUTES OF CONFIRMATION OF FINANCIAL ASSISTANCE

We, including:

Name of the enterprise (Donor):

Address:... Phone number:...

Tax registration number:

Name of the agency, organization, or individual (Recipient; agency, organization with the function of mobilizing financial assistance):

Address: Phone number:

Tax registration number (if applicable):

Confirm that (Name of Donor) has provided financial assistance to (Recipient; agency, organization with the function of mobilizing financial assistance) for the purpose of:

- Education, healthcare, culture □.

- Disaster prevention and mitigation, disease control and relief □.

- Building unity houses, merit houses, or houses for beneficiaries as stipulated by law □.

- Financial assistance according to regulations of the Government and the Prime Minister for areas with special difficult socio-economic conditions □.

- Research, development of technology and innovation, digital transformation □.

- Total value of financial assistance is …

- In cash: …

- In kind: … valued at VND: …

- Documents with value: … valued at VND …

- (Attached relevant documents related to the financial assistance).

- The recipient agency, organization with the function of mobilizing financial assistance commits to using the financial assistance for its intended purpose. In case of misappropriation, the recipient signs below and assumes legal responsibility.

- This minutes was prepared at … on … day of … month, year … and is duplicated in … copies, each party keeping … copy.

 

 

 

 

INVENTORY OF PURCHASED GOODS AND SERVICES
WITHOUT INVOICE

(Date: … month, … year)

- Name of the enterprise: …

- Tax registration number:…

- Address: …

- Phone number: …

- Place of purchase:…

 

- Total value of purchased goods and services:…(In words:…).

Remarks:

- Based on the actual quantities of goods and services purchased from sellers without invoices, inventories are prepared in chronological order. The enterprise fills out all indicators on the inventory form and compiles monthly summaries.

- For enterprises with multiple purchasing stations, each station prepares its own inventory separately. The enterprise compiles a consolidated inventory for all stations.