Summary of Key Legal Regulations in 2025

The year 2025 marks a historic turning point in Vietnam’s tax and accounting system, characterized by significant changes. Below is a summary of highlighted updates regarding legal, tax, accounting, auditing, and insurance regulations.

View and download the infographic

I. Tax-related Updates

1. Corporate Income Tax (CIT)

Tightening the management of cross-border e-commerce tax & “Codifying” green incentives.

1.1. Key Legal Documents:

• Documents: Law on Corporate Income Tax No. 76/2025/QH15 (amended), passed by the National Assembly in mid-2025; Decree 320/2025/ND-CP guiding the 2025 CIT Law.
• Effectiveness: Enterprises may choose to apply regulations regarding revenue, expenses, tax incentives, tax exemptions, tax reductions, and loss carry-forwards under Decree 320 from the beginning of the 2025 tax period OR from the effective date of the Law on Corporate Income Tax (October 1, 2025) OR from the effective date of Decree 320 (December 15, 2025).

1.2. Notable Changes:

Corporate Income Tax Rates:

• The standard CIT rate is 20%, except for specific cases and those eligible for the preferential rates below;
• 15% rate: Applies to enterprises with total revenue in the preceding year not exceeding VND 03 billion.
• 17% rate: Applies to enterprises with total revenue in the preceding year over VND 03 billion but not exceeding VND 50 billion.

Note: The tax rates of 15% and 17% prescribed in this Article shall not apply to enterprises established in accordance with the laws of Vietnam that are subsidiaries or companies with related-party relationships, where the enterprise within such related-party relationship is not an enterprise satisfying the conditions for the application of tax rates prescribed in Clauses 2 and 3, Article 11 of Decree No. 320/2025/ND-CP.

Tax-Exempt Income:

• Income from agriculture, forestry, fishery, and salt production;
• Income from technology transfer (Detailed conditions have been added to determine eligible tax-exempt income from technology transfer activities, e.g., transferee, type of technology, supporting documentation);
• Income derived from “green finance” instruments and environment-related activities may be eligible for Corporate Income Tax (CIT) exemption, provided that the conditions stipulated in Decree 320 are met.
• Income from the Government’s Investment Support Fund is CIT exempt.

Deductible/Non-deductible Expenses:

• Expenses that do not meet the payment conditions or statutory requirements under specialized laws;
• Non-cash payment threshold: The threshold of VND 5 million for the mandatory requirement of non-cash payment vouchers applies from the effective date of Decree 320 and does not apply retroactively to the entire 2025 tax period;
• Certain expenses serving business/production activities that do not yet correspond to revenue generated in the period are deductible, such as: Depreciation or amortization allocated to expenses for leased assets during vacancy periods; Enterprise or branch/dependent unit/business location establishment costs; Pre-sales product/service marketing and introduction costs; Costs for destroying inventory damaged due to natural biochemical changes; Costs for destroying assets that are damaged or no longer needed; Costs for destroying scraps/waste generated during processing/production, etc.

CIT Incentives:

• Expansion Investment Projects:
  • Expansion projects are eligible for incentives when the increase in the historical cost of fixed assets reaches a minimum of:
    • VND 40 billion for expansion projects in incentivized sectors; or
    • VND 20 billion for expansion projects in incentivized locations (difficult or extremely difficult socio-economic areas).
  • The tax exemption/reduction period is generally calculated from the year the expansion project completes capital disbursement and generates taxable income, but no later than the fourth year from the year of disbursement completion.
• ORDINARY Industrial Parks are no longer eligible for incentives.

1.3. Transitional Provisions and Loss Carry-forward:

Projects approved before the 2025 CIT Law effective date:

• New investment projects or expansion projects that were enjoying incentives before the effective date of the 2025 CIT Law and are still within the incentive period may:
  • Continue to apply the current incentive scheme until expiration; or
  • Choose to apply more favorable incentives under the new Decree starting from the 2025 tax period.

Loss Carry-forward:

• Losses incurred prior to the effective date of the Decree (including losses from real estate activities and project transfers) are still permitted to be carried forward to subsequent years if they remain within the statutory carry-forward period.
• However, these carried-forward losses cannot be offset against income from activities currently enjoying CIT incentives.

Income no longer eligible for incentives under CIT Law 2025:

• Except for income from investment projects currently enjoying incentives, income that was previously incentivized but no longer meets the conditions under the CIT Law 2025 and this Decree will cease to enjoy incentives from the effective date of the new Law, unless specific transitional provisions apply.

Read more: Key highlights of the 2025 Corporate Income Tax (CIT) law

2. Tax Administration for Enterprises with Related Party Transactions (RPT)

On February 10, 2025, the Government issued Decree No. 20/2025/ND-CP amending and supplementing regulations on tax administration for enterprises with related party transactions (previously governed by Decree 132/2020/ND-CP).

2.1. Amendments to the Definition of Related Parties in Loan and Guarantee Transactions

• Clarification of thresholds: Borrowing and guaranteeing enterprises are considered as a related party based on a loan balance ratio of ≥ 25% of equity and ≥ 50% of total medium and long-term debt.
• Credit institutions: Are no longer automatically considered as a related party simply by providing loans, provided they do not participate in the management, control, or capital contribution of the borrower.

2.2. Amendments regarding Declaration and Tax Payment for Independently Accounting Branches

• New regulation: Independently accounting branches involved in related party relationships must declare and pay Corporate Income Tax (CIT) in accordance with regulations on related party transactions.
• Impact: Corporations operating with independent branch models will need to review and update their RPT declaration dossiers.

2.3. Transitional Provisions for Interest Expenses

Enterprises with bank loans during the 2020–2023 period that previously had disqualified (non-deductible) interest expenses will be allowed to:

• Continue allocating the non-deductible interest expense portion if they no longer have related party transactions after 2024.
• Continue applying the expense carry-forward mechanism under Decree 132 if they still have related party transactions.

2.4. Replacement of Appendix I regarding Information on Related Party Relationships & Transactions

• New Form: The entire Appendix I of Decree 132 is replaced by a new form attached to Decree 20.
• Requirement: The new form is expected to require clearer and more detailed information disclosure.

Read more: New Provisions of Decree No. 20/2025/ND-CP Amending Decree No. 132/2020/ND-CP on Tax Management for Enterprises Engaging in Related Party Transactions

3. Global Minimum Tax (OECD Pillar Two)

On August 29, 2025, the Government officially issued Decree No. 236/2025/ND-CP, implementing regulations on the additional corporate income tax (top-up tax) as specified in Resolution No. 107/2023/QH15.

The Decree was issued at a crucial juncture, assisting Multinational Enterprises (MNEs) in preparing for the first additional tax declaration period of the 2024 financial year.

3.1. Legal Basis & Validity

• Vietnam has officially codified the OECD regulations through Decree No. 236/2025/ND-CP, issued on August 29, 2025.
• Application Mechanism: Simultaneous implementation of two core rules: IIR (Income Inclusion Rule) and QDMTT (Qualified Domestic Minimum Top-up Tax).
• Effective Date: The Decree takes effect from October 15, 2025.
• Tax Period: Applies retroactively to the financial year 2024 (i.e., tax periods beginning on or after January 1, 2024).

3.2. Scope of Application

The regulations directly target multinational “giants,” specifically Constituent Entities of a Multinational Enterprise (MNE) Group that satisfy the following conditions:

• Revenue Threshold: Having consolidated global revenue in the financial statements of ≥ EUR 750 million.
• This condition must be met in at least 02 of the 04 consecutive years preceding the current financial year.
• Exclusions: Non-profit organizations, pension funds, real estate investment vehicles, etc., are not subject to these regulations.

3.3. Core Mechanism

• 15% Tax Floor: If the Effective Tax Rate (ETR) in Vietnam is < 15%, the enterprise is required to pay the shortfall (Top-up Tax).
• Taxing Right: Vietnam prioritizes collecting this top-up tax through the QDMTT mechanism (retaining tax revenue domestically rather than transferring it to the jurisdiction of the Ultimate Parent Entity).

3.4. Filing Obligations & Compliance

• Notification of Filing Entity & List of Vietnamese Constituent Entities: Submit to the direct supervisory tax authority in the first year subject to Global Minimum Tax (GMT); the deadline is 30 days from the end of the Ultimate Parent Entity’s (UPE) fiscal year.

• Tax Registration: Form 01/DK-GMT: Group name, Ultimate Parent Entity, Designated Filing Entity (if any); the deadline is 90 days from the end of the Ultimate Parent Entity’s fiscal year.

• Tax Declaration Dossiers & Deadlines:

3.5. Liability Reductions (Safe Harbours)

The additional tax (QDMTT) payable in Vietnam shall be determined as 0 (zero) if the entity falls under the following reduction cases (Safe Harbours), subject to specific conditions:

1. Safe Harbours for initial phase of international investment activities (Article 9)

• Conditions: The Group has Constituent Entities in no more than 6 jurisdictions AND the total value of tangible assets held by all Constituent Entities in jurisdictions other than the reference jurisdiction does not exceed 50 million EUR
• Duration: Applicable for a maximum of 5 fiscal years from the time the Group first falls within the scope.

2. Relief for QDMTT already paid (Article 10)

• Conditions: The jurisdiction of the Constituent Entity has a QDMTT that meets the conditions listed by the Inclusive Framework on BEPS (GloBE).
• Additional Condition: The Group itself must be subject to and actually pay the QDMTT in that jurisdiction.

3. Transitional Safe Harbour (Article 11)

• Conditions (Flexible application, meeting one is sufficient):
  • De Minimis: Revenue < EUR 10 million and Profit Before Tax < EUR 1 million (or loss) in that jurisdiction; OR
  • Simplified ETR: The simplified Effective Tax Rate meets the prescribed rate (e.g., ≥ 15% for 2023-2024); OR
  • Profit Before Tax ≤ Substance-based Income Exclusion amount (Tangible Assets + Payroll); OR
  • CbCR: Country-by-Country Report records a loss.
• Duration: For fiscal years beginning before December 31, 2026 (not extending beyond June 30, 2028).

4. Permanent Safe Harbour (Article 12)

• Conditions (Meeting one is sufficient):
  • Income: Taxable Income ≤ Substance-based Income Exclusion amount calculated under the GloBE formula; OR
  • De Minimis Threshold: Revenue and Profit (Loss) Before Tax are below the prescribed thresholds; OR
  • Effective Tax Rate: The Effective Tax Rate of the Constituent Entity in that jurisdiction is ≥ 15%.

To prepare for the implementation of the Global Minimum Tax (GMT) under Decree 236, we recommend that Companies with an Ultimate Parent Entity (UPE) subject to tax in Vietnam take the following steps:

➢ Review Global Minimum Tax scope requirements in Vietnam:

• Collect Country-by-Country Reports (CbCR) from the Ultimate Parent Entity for the four most recent fiscal years.
• Review the list of Constituent Entities (CEs) within the Group and relevant financial indicators for the 2024 tax year and designate the Filing Entity.

➢ Meet current tax filing requirements:

• Prepare and submit the list of Constituent Entities within the Group and the notification designating the Filing Entity.
• Complete tax registration procedures for Global Minimum Tax purposes within the prescribed deadline.

➢ Proactively respond to legal changes and minimize tax risks:

• Coordinate and exchange information with the Group Headquarters regarding Decree 236 and the implementation of GMT in Vietnam.
• Collaborate with relevant Constituent Entities within the Group regarding GMT matters, as GMT inspections will cover both the filing CE and other CEs in Vietnam.
• Contact professional consultants to determine GMT obligations and develop a compliance plan.

Read more: Key points of Decree 236/2025/ND-CP guiding the implementation of the Global Minimum Tax (GMT)

4. Personal Income Tax (PIT)

4.1. New Family Deduction Levels from 2026

• In 2025: The deduction levels remain at:
  • VND 11 million/month for the taxpayer;
  • VND 4.4 million/month for each dependent.
• New Resolution: In October 2025, the National Assembly Standing Committee issued Resolution No. 110/2025/UBTVQH15, increasing the deduction levels to:
  • VND 15.5 million/month for the taxpayer;
  • VND 6.2 million/month for each dependent.
• Effectiveness: The Resolution takes effect from January 1, 2026, and applies from the 2026 tax period.

Read more: Resolution No. 110/2025/UBTVQH15: Adjustment of Family Circumstance-Based Deduction Levels for Personal Income Tax

4.2. Law on Personal Income Tax 2025 (Officially Passed)

On December 10, 2025, the National Assembly officially passed the Law on Personal Income Tax 2025, replacing the 2007 Law. This Law takes effect on July 01, 2026, except for regulations concerning income from business, salaries, and wages of resident individuals, which shall apply from the 2026 tax period. Below are some key highlights:

a. Reduction of the progressive tax schedule from 7 tiers to 5 tiers

Instead of the initial orientation, the Law finalized the plan to reduce the number of tax tiers for income from salaries and wages from 7 tiers to 5 tiers, while simultaneously reducing tax rates in lower tiers to support employees:

• Tier 1: Assessable income up to VND 10 million/month – Tax rate 5%.
• Tier 2: Assessable income over VND 10 to 30 million/month – Tax rate 10%.
• Tier 3: Assessable income over VND 30 to 60 million/month – Tax rate 20%.
• Tier 4: Assessable income over VND 60 to 100 million/month – Tax rate 30%.
• Tier 5: Assessable income over VND 100 million/month – Tax rate 35%.

b. Raising the taxable revenue threshold for Business Households to VND 500 million

This policy aims to significantly reduce the burden for individual business households:

• Taxable threshold: Raised to VND 500 million/year. Business households with revenue below this level are not required to pay tax.
• Deduction mechanism: This VND 500 million amount is allowed to be deducted before tax calculation.
• Calculation method: Business households with revenue from over VND 500 million to VND 3 billion may apply the tax calculation method based on income (Revenue – Expenses) with a tax rate of 15% (similar to CIT) or choose to calculate based on a percentage of revenue if expenses cannot be determined.

c. Official taxation on gold transfer

The Law stipulates the collection of tax on the transfer of gold bars at a tax rate of 0.1% on the transfer price per transaction. The Government will specify the value threshold and the implementation roadmap.

d. Addition of various new tax-exempt incomes

The Law expands the list of tax exemptions to encourage green sectors and innovation, including:

• Income from the transfer of carbon credits, emission reduction certificates, and green bond interest.
• Income from treasury bill interest.
• Income of individual investors and experts in creative start-up projects.
• Income from dividends of agricultural cooperative members and farmers participating in the “Large Field” model.
• Wages for night work, overtime pay, and wages or remuneration paid for unused annual leave as prescribed by law.

e. Simplification of property rental tax

Individuals renting out real estate (small-scale, irregular) with revenue over VND 500 million/year are only required to pay tax based on a percentage of revenue, without the need for annual finalization or complex expense determination.

5. Value Added Tax (VAT)

5.1. Extension of the 2% VAT reduction (from 10% to 8%) through the end of 2026

• Background: The Government issued Decree No. 180/2024/ND-CP, reducing VAT from 10% to 8% for various groups of goods and services during the first 6 months of 2025.
• Update: On June 17, 2025, the National Assembly passed a resolution to extend the 2% VAT reduction until December 31, 2026, applicable to goods and services currently subject to the 10% rate.
• Exclusions: The reduction does not apply to the following sectors: telecommunications, finance and banking, insurance, real estate, securities, metals and prefabricated metal products, mining products (excluding coal mining), and goods/services subject to Special Consumption Tax.

5.2. New VAT Law & Tax Administration

The Amended Law on Value Added Tax and the Amended Law on Tax Administration have been passed and are effective from early 2025, focusing on the following key areas:

a. Tightening Management of E-commerce & Digital Services

• “Deemed Supplier” Mechanism: The new Law assigns greater authority and responsibility to E-commerce Platforms (such as Shopee, TikTok Shop, Lazada, etc.). Beyond merely providing information, platforms are now mandated to declare and remit taxes on behalf of individual business households and marketplace sellers.
• Financial Transparency: Payment data from Commercial Banks is now directly connected with Tax Authorities to cross-verify the actual revenue of online sellers.

b. Supply Chain Control via Electronic Invoices (E-invoices)

• Big Data System: The General Department of Taxation’s “Big Data” system will automatically scan and reconcile Input-Output invoice data.
• Risk Warnings: The system will immediately “flag” enterprises showing signs of high risk, such as:
  • Issuance of fraudulent/bogus invoices;
  • Sudden revenue spikes disproportionate to the scale of operations;
  • Circular trading schemes (F1, F2, F3) designed to commit tax refund fraud.

Read more: Summary of new points in the Law amending the Law on Tax Administration 2024

6. Electronic Invoices & Digital Tax Administration

6.1. Mandatory E-invoicing & Scope Expansion

While Vietnam has already mandated electronic invoices nationwide, the year 2025 introduces several significant updates:

• Circular No. 32/2025/TT-BTC (May 31, 2025) provides additional guidance regarding the authorization to issue invoices and specific invoice content requirements.
• Decree No. 70/2025/ND-CP (effective June 1, 2025) amends Decree 123 regarding invoices and documents. Key changes include expanding the scope of applicable subjects, adjusting submission deadlines, and refining regulations on handling erroneous invoices.
• Voluntary E-VAT for Foreign Suppliers: From June 1, 2025, foreign suppliers of e-commerce and digital services are permitted to register for the use of e-VAT invoices in Vietnam on a voluntary basis.

6.2. New E-invoice Format and Symbol Standards

Circular 32/2025/TT-BTC updates the standards for invoice form number symbols and invoice serial symbols for the year 2025.

• Example: “1C25TAA” represents a VAT invoice with the Tax Authority’s code, issued in 2025.
• Purpose: The new regulation ensures that form number symbols are recorded more clearly, facilitating easier lookup and ensuring standardization with electronic data systems.

Read more: Introducing some new contents specified in Decree 70/2025/NĐ-CP providing amendments to some articles of Decree 123/2020/NĐ-CP prescribing invoices and documents

7. Administrative Penalties on Tax and Invoices (Amended & Supplemented)

On December 2, 2025, the Government issued Decree No. 310/2025/ND-CP (amending Decree 125/2020/ND-CP), effective from January 16, 2026. Below are the key changes:

7.1. Expansion of the Concept “Administrative Violations on Tax”

• New Definition: Includes culpable acts violating tax laws and regulations on other state budget revenues managed by tax authorities.
• Expanded Scope: Supplement additional revenues in accordance with the law on the management and investment of State capital in enterprises.

7.2. Addition of “Force Majeure” Cases Eligible for Exemption

Taxpayers are considered for liability exemption if they encounter objective, unforeseen events that cannot be remedied despite applying all measures, including:

• Natural disasters, catastrophes, epidemics, fires.
• Unexpected accidents, wars, riots, strikes.

7.3. New Regulations on Sanctioned Subjects (Third Parties)

Liability for penalties is shifted directly to the party committing the act instead of the taxpayer in certain cases:

• Authorization: The authorized party is penalized if violating.
• Payment on behalf: Organizations and individuals obligated to register, declare, and pay taxes on behalf of other taxpayers shall be directly liable for any arising violations.
• Global Anti-Base Erosion (GloBE): Constituent Entities committing administrative violations shall be sanctioned in accordance with regulations.

7.4. Increased and Detailed Penalties for Invoice Violations (Article 24)

The Decree subdivides penalty brackets based on the volume of invoices and the nature of the act.

a. Act of issuing invoices at the incorrect time

Promotional/Internal goods:

• 01 invoice number: Warning.
• 02 to under 10 numbers: VND 500,000 – 1,500,000.
• 10 to under 50 numbers: VND 2,000,000 – 5,000,000.
• 50 to under 100 numbers: VND 5,000,000 – 15,000,000.
• 100 numbers or more: VND 15,000,000 – 30,000,000.

Sale of ordinary goods/services:

• 01 invoice number: VND 500,000 – 1,500,000.
• 02 to under 10 numbers: VND 2,000,000 – 5,000,000.
• 10 to under 20 numbers: VND 5,000,000 – 15,000,000.
• 20 to under 50 numbers: VND 15,000,000 – 30,000,000.
• 50 to under 100 numbers: VND 30,000,000 – 50,000,000.
• 100 numbers or more: VND 50,000,000 – 70,000,000.

b. Act of failure to issue invoices as prescribed

Promotional/Internal goods/Lending:

• 01 invoice number: Warning.
• 02 to under 10 numbers: VND 1,000,000 – 2,000,000.
• 10 to under 50 numbers: VND 2,000,000 – 10,000,000.
• 50 to under 100 numbers: VND 10,000,000 – 30,000,000.
• 100 numbers or more: VND 30,000,000 – 50,000,000.

Sale of ordinary goods/services:

• 01 invoice number: VND 1,000,000 – 2,000,000.
• 02 to under 10 numbers: VND 2,000,000 – 10,000,000.
• 10 to under 20 numbers: VND 10,000,000 – 30,000,000.
• 20 to under 50 numbers: VND 30,000,000 – 50,000,000.
• 50 numbers or more: VND 60,000,000 – 80,000,000 (Highest level).

Note: Acts of giving or selling invoices are subject to fines ranging from VND 20 – 50 million.

7.5. Penalties for Related Organizations and Individuals (Article 19)

Applicable to Banks, asset-holding partners, etc., when failing to comply with tax authority requests:

• VND 2 – 6 million: Providing information overdue by 05 days or more.
• VND 6 – 10 million: Providing inaccurate information.
• VND 10 – 16 million: Failure to provide information or colluding/covering up tax evasion.

7.6. Transitional Provisions

• Acts completed before January 16, 2026: Apply old regulations.
• Acts in progress before January 16 and detected thereafter: Apply the new Decree 310.

Read more: Decree 310/2025/ND-CP regarding Administrative Penalties for Tax and Invoice Violations

8. Import-Export Duties

Decrees Amending Regulations in 2025

Export Duties:

• Cement Clinker: Export duty reduced from 10% to 5%.
• Stone & Yellow Phosphorus: Export duty on stone increased to 20%; Export duty on Yellow Phosphorus to increase to 15% by 2027 according to the roadmap.

Preferential Import Duties:

• Tax Reductions: Applied to automotive components and agricultural products (animal feed, frozen chicken, almonds, etc.).
• Supporting Industries: 0% tax rate applied to raw materials for automotive supporting industries (effective until the end of 2027).
• Green Vehicles: Allow the aggregation of production volume of electric and hybrid vehicles to qualify for tax incentives, encouraging the manufacturing of eco-friendly vehicles.

9. Special Consumption Tax (SCT)

9.1. Significant SCT Increase on Alcoholic Beverages

In June 2025, the National Assembly passed the Amended Law on Special Consumption Tax, notably:

• Tax Rates: SCT rates for beer and spirits will increase gradually from 2027 to 2031, rising from approximately 65% to 90%.

9.2. New SCT on Sugary Drinks

• Scope: Beverages with a sugar content of > 5g/100ml are subject to SCT.
• Roadmap:
  • 8% effective from January 1, 2027;
  • 10% effective from January 1, 2028.

9.3. Tobacco: Application of “Mixed Tax” Method

• Mechanism: Transitioning from an ad valorem tax (percentage only) to a Mixed Tax regime: Percentage Tax Rate (%) + Absolute Tax (fixed amount per pack).
• Rate: An additional VND 5,000 – 10,000/pack by 2030 (with a gradual increase roadmap starting from 2026).

10. Environmental Protection Tax & Carbon Mechanism

10.1. Environmental Protection Tax (EPT) on Fuel (2025–2027)

• 2025: Continues to apply low EPT rates on gasoline and oil under the extension resolution to support economic recovery.
• 2026: Resolution 109/2025/UBTVQH15 stipulates EPT rates for gasoline and oil from January 1, 2026, to December 31, 2026.
• 2027 Onwards: Reversion to the higher tax bracket under Resolution 579/2018.

10.2. Emissions Trading System (ETS)

• Pilot Phase: In June 2025, Vietnam launched the pilot phase of the Carbon Market/ETS for the steel, cement, and thermal power sectors, which account for approximately 50% of CO₂ emissions.
• Cap & Trade Mechanism: The Government allocates emission quotas to each enterprise.
  • Below Quota: Surplus credits can be sold on the trading floor.
  • Exceeding Quota: Credits must be purchased to offset the excess.

10.3. EU Carbon Border Adjustment Mechanism (CBAM)

• Transition End: 2025 is the final year of the Transition Period.
• Full Implementation: From January 1, 2026, enterprises exporting 6 commodity groups (Iron & Steel, Aluminum, Cement, Fertilizer, Hydrogen, Electricity) to Europe must purchase CBAM certificates corresponding to their net emissions.

10.4. Extended Producer Responsibility (EPR)

• In 2025, EPR regulations enter practical enforcement with the collection of recycling fees for packaging, batteries, lubricants, and tires.
• Enterprises must choose to:
  • Organize recycling activities themselves; or
  • Contribute financially to the Vietnam Environmental Protection Fund to have the state handle recycling on their behalf.

II. Accounting – Auditing Updates

1. Circular 99/2025/TT-BTC on Corporate Accounting Regime

Circular No. 99/2025/TT-BTC, issued on October 27, 2025, and effective for financial years beginning on or after January 01, 2026, provides guidance on accounting vouchers, the chart of accounts, bookkeeping, and the preparation and presentation of enterprise financial statements.

1.1. Internal Governance & Internal Control

• Mandatory Regulations: Enterprises are required to issue internal governance regulations, clearly segregating duties among Finance – Accounting – Approval – Storage.
• Process Establishment: Requirement to establish internal control processes for specific operations (purchasing, sales, inventory, assets, cash, etc.) to prevent fraud and ensure data accuracy.
• Enhanced Traceability: Every transaction must have a Maker – Checker – Approver, ensuring transparency and minimizing the risk of errors during inspections and audits.

1.2. Increased Autonomy in the Chart of Accounts

• Flexibility: Enterprises are allowed to self-modify and supplement the names, numbers, and structures of accounting accounts, provided that the financial statements are generated accurately.
• Industry Suitability: This caters to specific industries such as E-commerce, Technology, Logistics, and Finance, which involve many new operations not covered by the old account system.
• ERP Integration: Increases flexibility when designing the Chart of Accounts (COA) to fit ERP systems, reducing rigid dependence on the State’s standard account templates.

1.3. Clear Disclosure of Reporting Periods, Consolidation, and Dependent Units

• Reporting Periods: Detailed regulations on financial reporting periods (annual, interim, full, or condensed) to ensure consistent presentation and data comparability.
• Consolidation Mechanism: Clarifies the mechanism for consolidating data from dependent units (branches, business locations, etc.) to avoid missing information or data duplication.
• Standardization: Creates a standard framework, helping enterprises with multiple dependent units easily standardize their reporting aggregation processes.

1.4. Requirements for Accounting Software & Electronic Data

• Software Standards: Accounting software must ensure security, decentralization, operation tracking (audit trails), and the capability to export/provide data upon request by competent authorities.
• Data Storage: Electronic accounting data must be stored safely, with backup, recovery, and reconciliation capabilities when needed.
• Synchronization: Aims for synchronization with e-invoices, e-vouchers, and digital banking to ensure the consistency of financial data.

1.5. Aiming for International Standards & Transparency

• IFRS Convergence: The content of Circular 99 is designed to approach IFRS standards: clearer classification of assets, revenue, and expenses; requirements for more transparent disclosures.
• Presentation: Financial statement templates and presentation requirements are developed to enhance comparability and public disclosure.
• Integration: Helps enterprises integrate more easily as Vietnam moves towards the IFRS roadmap (2028–2030); enhances credibility when mobilizing capital or working with banks and investors.

Read more: Circular 99/2025/TT-BTC Supersedes Circular 200/2014/TT-BTC on the Corporate Accounting Regime

2. Addition of Subjects Required to undergo Mandatory Audit in 2025

Decree No. 90/2025/ND-CP (issued on April 14, 2025, effective from the date of signing) amends and supplements a number of articles of Decree No. 17/2012/ND-CP detailing and guiding the implementation of the Law on Independent Audit:

2.1. Additional Criteria for Defining “Large Enterprises” Subject to Mandatory Audit

An enterprise is considered “large-scale” and subject to mandatory audit if it satisfies at least 2 of the following 3 criteria (based on data from the preceding year):

1. Labor: Average number of employees participating in Social Insurance per year > 200 people.
2. Revenue: Total annual revenue > VND 300 billion.
3. Assets: Total assets > VND 100 billion.

Note: If an enterprise fails to meet the above criteria for 2 consecutive years, it will cease to be subject to mandatory audit until it meets the criteria again.

2.2. Principles for Data Determination

• Labor: Calculated as the 12-month average based on Social Insurance payment vouchers at the end of each month.
• Revenue & Assets: Based on the Annual Financial Statements (of the preceding year) prepared in accordance with accounting laws.

2.3. Changes in Auditor Rotation Period

• Rotation Rule: A practicing auditor is not permitted to sign audit reports for the same entity for more than 05 consecutive years.
• Transitional Provision: Auditors who signed for an entity before January 1, 2025, are allowed to continue signing (the time is counted towards the consecutive period, but prior violations are not applied retroactively).

2.4. Application Timing for Enterprises

• Assessment: Based on Financial Statement data and personnel data of the financial year 2024.
• Implementation: If the new criteria are met, the enterprise must undergo a mandatory audit for the Financial Statements of 2025 onwards.

Read more: Supplementing mandatory audit subjects for 2025

III. Updates on Wages – Labor – Insurance

1. Law on Social Insurance 2024

1.1. Highlights

• Legal Basis: The Law was passed on June 29, 2024 (Law No. 41/2024/QH15) and takes effect from July 1, 2025.
• Notable Guiding Documents:
  • Decree 158/2025/ND-CP guiding compulsory social insurance, effective from July 1, 2025.
  • Decree 159/2025/ND-CP guiding voluntary social insurance, effective from July 1, 2025.
  • Decree 274/2025/ND-CP regarding late payment and evasion of compulsory social insurance and unemployment insurance, effective from November 30, 2025.

1.2. Key Notable Changes

• Expansion of subjects participating in compulsory Social Insurance (SI): The new Law adds many groups of employees to the compulsory scheme, including interns and those working abroad.
• Reduction of contribution years for pension eligibility: According to the amended Law, employees reaching retirement age who have paid SI contributions for 15 years or more will be entitled to a monthly pension (reduced from the previous higher requirement) starting from July 1, 2025.
• Restrictions on one-off SI withdrawal: Participants joining the scheme from July 1, 2025, onwards, if not falling into specific special cases, will not be permitted to withdraw SI as a lump sum if they do not meet the standard conditions.
• New “Reference Level” for calculating contributions/benefits: Anticipating the potential abolition of the “base salary” , the Law stipulates a “reference level” to be used as the basis for calculating SI contributions and benefits.
• Sanctions for late payment/evasion: Penalties and handling mechanisms for late payments and evasion are clarified and strengthened under Decree 274/2025.
• Support for voluntary SI participants: Decree 159/2025 prescribes specific state support levels for voluntary SI contributions effective from July 1, 2025.

Read more: Some key updates of the 2024 social insurance law (“SI Law”)

2. Increase in Regional Minimum Wage from 2026

Decree No. 293/2025/ND-CP (issued on November 10, 2025) stipulates the new regional minimum wage levels, effective from January 1, 2026.

2.1. Key Changes

• Increase Rate: An increase of approximately 7.2% compared to current levels (ranging from VND 250,000 to VND 350,000 per month, depending on the region) has been determined.
• Scope of Application: Employees working under labor contracts with employers located in specific regions; the applicable rate corresponds to the respective region.
• Multi-region Operations: If the employer operates across multiple regions or has multiple locations, the highest regional minimum wage level among those regions shall apply.
• Social Insurance Basis: The new minimum wage will also serve as the lowest salary basis for compulsory Social Insurance contributions for unskilled workers working full normal hours in normal working conditions.

Read more: Decree No. 293/2025/NĐ-CP: Increase in Regional Minimum Wages from 2026

3. Decree 337 on Electronic Labor Contracts

3.1. Legal Validity Equivalent to Paper Contracts

From 2026, electronic labor contracts shall have full legal validity, equivalent to written paper labor contracts. This is clearly defined in Article 3 of the Decree, affirming that an electronic labor contract is a contract entered into in the form of a data message in accordance with labor and electronic transaction laws.

3.2. Submission to the Electronic Labor Contract Platform for ID Tagging

Electronic contracts are not only signed and stored on the enterprise’s system but must also be mandatorily submitted to the Electronic Labor Contract Platform (managed by the Ministry of Home Affairs) to be assigned an Identification Code (ID) within 24 hours from the time the last party digitally signs. This platform will centrally manage, support reporting, and facilitate secure data sharing.

3.3. Technical Conditions for eContracts

eContract systems must meet strict technical conditions:

• Use legal digital signature software to verify digital signatures.
• Implement security measures to protect data and client information.
• Ensure storage that guarantees data integrity; allow lookup of signed contracts.
• Correctly identify subjects and authenticate identities in accordance with laws on electronic identification.
• Authenticate contracts before submission to the Platform.
• Support reporting on labor usage status.
• Connect via standard API with the Platform.
• Ensure compliance with network information security requirements.

3.4. Identification and Identity Authentication

eContract providers must ensure:

• For Individuals: Valid identification documents include Citizen Identity Cards, Electronic Identity Cards, Level 2 Electronic Identification Accounts, or valid passports.
• For Organizations/Enterprises: Enterprise/Investment Registration Certificates, accompanied by the identification papers of the Legal Representative. The system must be capable of checking and cross-referencing biometric data (fingerprint, facial recognition, etc.) to ensure the correct identification of the subject.

3.5. Effectiveness and Contract Amendments

• Effectiveness: Electronic labor contracts take effect from the moment the last party digitally signs and authenticates, unless otherwise agreed by the parties.
• Modifications: Amendments, supplementations, suspensions, or terminations of electronic contracts are performed following a procedure similar to the initial engagement. Appendices must be attached to the same ID to ensure consistency, integrity, and transaction history traceability.
• Implementation: The Decree takes effect from January 1, 2026, with the Electronic Labor Contract Platform scheduled to commence operation no later than July 1, 2026.

IV. Legal Updates

1. Law on Enterprises (Amended by Law No. 76/2025/QH15)

The Law on Enterprises, amended in 2025 under Law No. 76/2025/QH15, takes effect from July 1, 2025. It focuses on ownership transparency, tightening enterprise registration and management conditions, and expanding exceptions for innovation.

• Transparency of “Beneficial Owners”: Enterprises are mandatorily required to collect, update, and store information regarding individuals who effectively own or control the enterprise (aimed at Anti-Money Laundering compliance).
• Dividends: Redefined strictly as after-tax profits that are paid out.
• Private Placement Bonds: Stricter issuance conditions are imposed (Liabilities must not exceed 5 times Equity), except for specific financial/real estate institutions.
• Dissolution: Joint-stock companies will be subject to forced dissolution if they fail to maintain the minimum number of shareholders for 6 consecutive months.
• Administrative Procedure Reform:
  • Abolition of rigid requirements regarding digital signatures and business registration accounts (the Government will issue streamlined guidance).
  • Permission for civil servants to establish enterprises in the fields of Science & Technology and Innovation.

2. Law on Investment No. 143/2025/QH15

The Law on Investment 2025 was passed by the National Assembly on December 11, 2025, and takes effect from March 1, 2026 (specifically, Article 7 regarding conditional business lines takes effect from July 1, 2026). This represents a significant step in perfecting the legal framework for investment, shifting focus from pre-checks to post-checks, and creating a more open environment for investors.

2.1. Narrowing the scope of projects requiring Investment Policy Approval

The amended Law has reviewed and significantly reduced the scope of projects mandatorily required to undergo this procedure. The new regulations focus control only on projects in important or sensitive sectors, or those affecting national defense and security, specifically including:

• Seaports, airports, telecommunications.
• Publishing and press sectors.
• Projects located in critical national defense and security areas.

2.2. Significant reduction of conditional business lines

Implementing the spirit of Resolution 68-NQ/TW and Resolution 198/2025/QH15, the list of conditional business investment lines has been adjusted towards greater openness:

• Abolished: 38 conditional business investment lines.
• Amended: Adjusted the management scope of 20 other lines.
• Management Mindset Shift: Transitioning from licensing (pre-check) to condition announcement (post-check), helping enterprises save significant time and market entry costs.

2.3. Flexible enterprise establishment process for Foreign Investors (FDI)

This is one of the most breakthrough points of the 2025 Law:

• New Mechanism: Allows foreign investors to establish an economic organization before obtaining the Investment Registration Certificate (IRC).
• Benefit: Shortens the time required to start business operations in Vietnam.
• Note: To ensure management, the Law adds regulations on reporting responsibilities during the period before project implementation and requires investors to meet market access conditions right from the establishment stage.

2.4. Simplification of Outward Investment procedures

To support Vietnamese enterprises in expanding into international markets (“Go Global”), the new Law has:

• Abolished the procedure for Outward Investment Policy Approval.
• Narrowed the category of projects required to apply for an Outward Investment Registration Certificate.
• The Government will issue detailed regulations on projects exempt from procedures, in parallel with enhancing the monitoring of cash flows and national financial safety.

Read more: Summary of New Points in the Amended Law on Investment 2025

3. Law on High Technology No. 133/2025/QH15

The Law takes effect from July 1, 2026, replacing the previous Law on High Technology. It focuses on core technology autonomy, enhancing national defense and security, and implementing strong decentralization of management.

3.1. Enterprise Classification and Incentives (Key Highlight)

Unlike the previous law, the new Law categorizes enterprises into 04 groups to apply different incentive levels, ensuring fairness and efficiency:

• Strategic Technology Enterprises & High-Tech Enterprises Group 1: Enjoy the highest incentives (Corporate Income Tax of 10% for 25 years; exemption from import duty on raw materials for 5 years).
• High-Tech Enterprises Group 2: Enjoy basic incentives.
• Enterprises Manufacturing High-Tech Products: Enjoy incentives in accordance with the Decision of the Prime Minister.

3.2. Tightening Conditions for Incentives

To prevent policy abuse, the new Law establishes specific performance constraints:

• R&D Expenses: High-Tech Enterprises Group 1 must spend a minimum of 1% of net revenue on R&D activities in Vietnam.
• Localization Rate: Must meet the minimum threshold specified for each industry.
• Domestic Capital: Strategic Technology Enterprises must maintain ≥ 51% domestic capital (except for special cases).

3.3. Expansion of Support Scope and Infrastructure

• R&D Activities: For the first time, the Law stipulates that “technology decoding” activities (mastering imported technology) are eligible for support, aiming to enhance technological autonomy.
• Decentralization: Provincial People’s Committees are empowered to decide on the establishment/expansion of High-Tech Parks (replacing the Prime Minister’s authority), streamlining the process.
• New Infrastructure: Expanding the ecosystem to include High-Tech Urban Areas and High-Tech Agricultural Zones.

3.4. Talent Attraction

Application of special incentives regarding Personal Income Tax (PIT), housing, and immigration/entry-exit for individuals engaged in R&D, foreign experts, and overseas Vietnamese.

V. Other Incentives & Related Policies

1. Incentives for the Digital Technology Industry (From 2026)

The Law on Digital Technology Industry No. 71/2025/QH15, passed by the National Assembly on June 14, 2025, takes effect from January 1, 2026. Notable incentives for eligible digital technology enterprises include:

• CIT Incentives: 100% exemption for the first 2 years, followed by a 50% reduction for the next 4 years.
• Land Incentives: Land rent exemption for 3 years for digital technology projects meeting specific criteria (R&D, digital products, technical staff ratio, revenue from digital products, etc.).
• Other Support: Priority access to digital infrastructure, regulatory sandboxes, and investment incentives tailored to specific core technology sub-sectors.

2. Environment & Sustainable Development Incentives

Decree No. 05/2025/ND-CP (dated January 6, 2025), amending and supplementing Decree 08/2022/ND-CP guiding the Law on Environmental Protection 2020. Key incentives and support include:

• Tax & Fee Incentives: Applicable to green, circular, and recycling/reuse projects under the EPR (Extended Producer Responsibility) mechanism.
• Import Duty: Exemption/reduction for machinery and equipment used for environmental treatment.
• Financial Access: Priority access to green credit, environmental funds, and carbon development funds.
• Emission Reduction: Support for projects aligned with the Carbon Market/ETS roadmap (2025–2030).

3. Incentives at the International Financial Center (IFC)

The International Financial Center (IFC) in Vietnam offers a robust package of tax and financial incentives, focusing on CIT, PIT, capital transactions, and visa/residency policies for high-quality professionals. Below are the key incentives under Resolution No. 222/2025/QH15 and Decrees No. 323, 324/2025/ND-CP.

Corporate Income Tax (CIT) for Enterprises:

• Projects in Priority Sectors at IFC:
  • Tax rate: 10% for 30 years.
  • Tax holiday: Exemption for up to 4 years, followed by a 50% reduction for up to the next 9 years.
• Projects in Non-Priority Sectors:
  • Tax rate: 15% for 15 years.
  • Tax holiday: Exemption for up to 2 years, followed by a 50% reduction for up to the next 4 years.
• Note: Enterprises may choose the most beneficial incentive scheme if they simultaneously qualify for multiple incentives.

Personal Income Tax (PIT) and Individual Incentives:

• PIT Exemption on Salaries/Wages: Applicable to managers, experts, scientists, and high-skilled labor (both Vietnamese and foreign) working at the IFC until the end of 2030.
• PIT Exemption on Capital Transfers: Applicable to income from the transfer of shares, capital contributions, or capital contribution rights in IFC member organizations (excluding listed securities, which follow general regulations).

Visa, Residency, and Administrative Procedures:

• Long-term Visas: Visas and Temporary Residence Cards (TRC) for investors, managers, and experts at the IFC with validity up to 10 years; spouses and children under 18 are considered for the same duration.
• Permanent Residence: Consideration for granting permanent residence to foreigners working long-term at the IFC; simplified procedures with a processing time reduced to a maximum of 3 working days.
• Visa Exemption: Persons entering Vietnam to work with management agencies or IFC members are exempt from entry visas for up to 30 days (extendable upon request).

4. Incentives for Innovation & R&D Activities

Legal Basis: Law on CIT (Amended) 2025; Law on Science & Technology and guiding documents.

Key Incentives:

• Tax Holiday: CIT exemption for 4 years, followed by a 50% reduction for the next 9 years for approved R&D projects or Innovation Centers.
• 150% Super-Deduction: R&D expenses are deductible at 150% for:
  • Internal R&D costs.
  • Costs of R&D collaboration with institutes/universities.
  • Technology transfer costs.
• Infrastructure: Priority for long-term land rent exemption/reduction and access to infrastructure in High-Tech Parks and Innovation Zones.

5. Green Taxonomy Incentives

Legal Basis: Decree 06/2022/ND-CP & Decree 05/2025/ND-CP; “Green Taxonomy” classification system issued by the Ministry of Natural Resources & Environment.

Enterprises meeting “Green Taxonomy” criteria may receive:

• CIT Incentives for investments in emission reduction technology, material circularity, and renewable energy.
• Import Duty Incentives for energy-saving or emission-reduction machinery and equipment.
• Green Credit Support via the Vietnam Bank for Social Policies, Environmental Protection Fund, and climate adaptation support programs.
• Carbon Market Opportunities: Participation in the ETS and the ability to sell carbon credits to domestic and international markets.

VI. Key Considerations for Financial Year 2025 Onwards

1. Review the Entire Corporate Income Tax (CIT) Structure

• New CIT Law Impact: The new Law (effective Oct 1, 2025) applies tiered tax rates based on revenue.
• FDI Impact: Large FDI corporations currently enjoying significant incentives will be affected by the Global Minimum Tax (GMT 15%).
• Action: Enterprises need to re-evaluate their incentive models, cost of capital, and profit allocation strategies.

2. Leverage the “Window” of 8% VAT until the end of 2026

• Strategy: Optimize pricing, profit margins, and contract negotiations during this extended period.
• Compliance: Review invoicing processes and accounting software to ensure the 8% tax rate is applied to the correct categories of goods and services.

3. Standardize Tax Digitalization Systems

• Integration: Ensure seamless connection between E-invoices – POS systems – Sales data – Accounting software.
• Risk: Failure to standardize in time leads to a high risk of being “red-flagged” in the tax authority’s risk management system.
• Readiness: Prepare data structures to facilitate electronic tax inspections (e-audit).

4. Impact on Beverage, F&B, Logistics, and Heavy Industries

• Assess the impact of the increased Special Consumption Tax on alcoholic and sugary beverages, and the Environmental Protection Tax on gasoline and oil.
• Prepare scenarios for the Carbon Market (ETS) and mandatory compliance roadmaps starting from 2026.

5. E-commerce & Individual Online Business

• Platform Responsibility (2025–2026): E-commerce platforms will implement withholding and paying VAT + PIT on behalf of sellers.
• Individual Sellers: Must register a Tax ID and legitimize expenses to avoid being subject to imposed tax rates (deemed tax).

6. HR & Personal Income Tax (PIT)

• From 2026: Increase in family circumstance deductions and reduction of progressive tax brackets → Reduced PIT liability.
• Adjustment: Enterprises should review and adjust Net/Gross salary policies.

7. Note on Transitional Provisions (Old Law vs. New Law)

• VAT: From July 1, 2025, conditions for VAT deduction will change significantly (specifically regarding non-cash payment requirements).
• E-Tax: Branches and business locations must “synchronize” invoice data.

8. Review Accounting – Documentation – ERP

• From 2026: Circular 99/2025/TT-BTC requires standardization of:
  • The Chart of Accounts.
  • Internal Control Processes.
  • Financial Statement Presentation.
• Action: Enterprises must verify the compatibility of their current ERP systems with these new requirements.