After a four-month inspection, an FDI electronics manufacturer received a decision assessing corporate income tax arrears plus late payment interest totalling nearly two years of profit, because the tax authority disallowed part of the management service fees paid to the parent company and adjusted taxable revenue for two periods. The board believed the inspection conclusion had overlooked explanation documents submitted during the process. The first question was not whether to pay, but what rights the company had to defend itself and how much time remained.
The legal framework: the 2025 Law on Tax Administration and the right to complain against tax decisions
The Law on Tax Administration No. 108/2025/QH15, effective from 1 July 2026 and replacing the Law on Tax Administration No. 38/2019/QH14, is the framework statute for the whole tax administration process: registration, filing, deemed assessment, inspection, examination, enforcement and violation handling. A tax arrears assessment arising from an inspection conclusion is an administrative decision in the tax field; the taxpayer may complain against it and related tax administrative decisions through the administrative complaint procedure, and may sue in the administrative court if dissatisfied with the complaint outcome or choosing the judicial route as prescribed. Because article numbering in the 2025 law changed against the 2019 law, enterprises must check the current text directly when citing specific provisions in a complaint, and avoid quoting article numbers of the expired law.
The complaint time limit is set by the Law on Complaints No. 02/2011/QH13: Article 9 provides a ninety-day period from the date the administrative decision is received or the administrative act becomes known. One practical principle of Vietnamese tax administration matters greatly: complaining does not automatically suspend enforcement of the assessment; while the complaint is pending, the taxpayer in principle must still comply, paying the assessed arrears and late payment amounts as notified, unless the competent authority decides to suspend enforcement temporarily. Money already paid is not lost if the complaint succeeds, because overpayments are offset or refunded under the current Law on Tax Administration; conversely, refusing to pay because the decision is believed wrong can trigger tax enforcement and further late payment charges.
Applying the rules: where an arrears complaint is actually won
Experience shows an arrears decision is rarely annulled in full; the enterprise wins component by component. The first component is factual basis: the authority disallowed costs alleging the services never actually occurred, while the enterprise holds contracts, work reports, delivered outputs and international payment records proving the services were real. The second component is computation method: revenue adjusted by an estimated ratio instead of audited books, or late payment interest stacked over a period where the delay belonged to a protracted inspection. The third component is procedure: inspection minutes recording the enterprise explanations incompletely, or an assessment issued on conclusions that never reconciled documents the enterprise filed on time. Each component needs its own evidence strategy, and an effective complaint separates them instead of denying the whole decision in general terms.
Procedurally, the first complaint goes to the person who issued the assessment or the directly managing tax authority under the tax sector complaint competence. A strong complaint file contains: a complaint letter specifying each disputed item and the precise relief sought; copies of the assessment decision and the inspection minutes and conclusions; the evidence bundle organised by disputed component; and a request to suspend enforcement of the disputed part where the enterprise can show a risk of hard-to-remedy harm. In parallel, finance must reserve cash flow for the scenario of paying the full amount while awaiting resolution, because the right to complain and the duty to comply run simultaneously. If the complaint outcome disappoints, the enterprise complains to the superior tax authority or files an administrative lawsuit at the competent people court under the Law on Administrative Procedures No. 93/2015/QH13.
Checklist for an FDI enterprise receiving an arrears assessment
On receiving a tax arrears assessment, the enterprise should take the following steps in strict time order:
- Mark immediately the ninety-day complaint deadline under Article 9 of the Law on Complaints No. 02/2011/QH13 from the date of receipt, and assign one owner for the entire tax dispute file.
- Split the assessment into components (disallowed costs, adjusted revenue, late payment amounts, penalties) and build a comparison table: the authority conclusion, the enterprise counter-evidence, and the disputed amount per part.
- Collect and bind the original evidence: contracts, invoices, payment records, service delivery reports, audit files and every explanation letter submitted during the inspection.
- Reserve cash flow for the payment duty during the complaint and consider a written request to suspend enforcement for the part of the decision with the strongest complaint grounds.
- File the first complaint with the correct tax-sector authority before the deadline, while preparing in parallel the second complaint or administrative lawsuit if the first outcome falls short.
Frequently Asked Questions
What rights does an FDI company have to complain when tax arrears are assessed?
Yes, it may complain. A tax arrears assessment is an administrative decision in the tax field, and the Law on Tax Administration No. 108/2025/QH15 together with complaint law guarantees the taxpayer the right to complain against the decision, to escalate the complaint outcome to the superior level, and to sue in the administrative court under the Law on Administrative Procedures No. 93/2015/QH13. The complaint should specify each disputed item with evidence rather than attacking the whole decision generally, because the resolving authority examines the assessment component by component.
How long is the deadline to complain against an arrears assessment?
The complaint limitation period is ninety days under Article 9 of the Law on Complaints No. 02/2011/QH13, counted from the date the enterprise receives the assessment decision or learns of the administrative act complained of. Beyond that period the complaint may not be accepted, save for legitimate reasons recognised by law. The ninety-day mark must therefore be calendared the moment the decision reaches the legal department, independently of evidence preparation progress.
Must the assessed tax be paid first while the complaint is pending?
In principle yes. A complaint does not automatically suspend enforcement of the assessment under the current tax administration mechanism; the enterprise must still pay the assessed arrears and late payment amounts as notified, unless the competent authority decides to suspend enforcement temporarily. If the complaint succeeds in whole or in part, the overpaid amount is offset against later tax periods or refunded as prescribed. Not paying while awaiting the complaint outcome risks tax enforcement and additional late payment charges.
If the complaint fails, which court do we sue in?
The enterprise brings an administrative lawsuit at the competent people court under the Law on Administrative Procedures No. 93/2015/QH13, ordinarily the court where the respondent tax authority is headquartered or as the procedural competence rules provide. Before suing, the enterprise may file a second complaint with the immediately superior tax authority. The lawsuit file includes the statement of claim, the assessment decision, the complaint resolution (if a complaint was made) and the evidence bundle organised by disputed component built up since the complaint stage.
This article has been quality-reviewed by the FLAW AI Legal Council
