Many foreign-invested enterprises import goods from their parent company or sister companies within the same group — in other words, transactions between related parties. A common question: will customs automatically reject the transaction value in such cases? The answer is no. Vietnamese law uses the precise term “special relationship”, and having a special relationship does not automatically lead to rejection of the transaction value. This article analyzes Article 7 of Circular 39/2015/TT-BTC.
What is a “special relationship”? Nine cases under the law
Under Article 7(1) of Circular 39/2015/TT-BTC (consolidated document 21/VBHN-BTC dated 23 April 2020; amended by Circular 60/2019/TT-BTC), buyer and seller are deemed to have a special relationship if they fall into one of nine cases (points a–i):
- (a) They are employees of each other, or one is an employee and the other a director;
- (b) They are both partners in a partnership;
- (c) An employer–employee relationship;
- (d) One party controls the other (“control” meaning the ability to directly or indirectly restrain or direct);
- (dd) Both are controlled by a third party;
- (e) Both control a third party;
- (g) A family relationship;
- (h) A third party owns, controls or holds 5% or more of the voting shares of both parties;
- (i) A business affiliation (exclusive agent, exclusive distributor, exclusive concessionaire) where it matches one of points (a)–(h) above.
Important distinction: “special relationship” in customs law is different from “related-party transactions” in tax administration law. These are two independent regimes and must not be conflated in practice.
A special relationship ≠ automatic rejection of transaction value
This is the key principle many businesses misunderstand. Article 6(4)(d) of Circular 39/2015 sets the condition for applying the transaction value method: the buyer and seller have no special relationship, or if they do, that relationship does not affect the transaction value under Article 7.
In other words, parent–subsidiary companies and group companies may still use the transaction value method if they can demonstrate that the special relationship did not influence the price. Customs may not reject the value “by default” merely because the parties are related.
Two ways to prove the special relationship did not affect the value
Under Article 7(2), a business may prove this by either of two means:
Method 1: The transaction was conducted “as with an unrelated buyer”
Demonstrate that the transaction was conducted as it would be with an unrelated buyer. Customs examines how the sale relationship was established and how the price was negotiated — e.g., prices negotiated per industry practice; prices reflecting costs plus a normal profit for goods of the same class or kind.
Method 2: “Closely approximate” comparison values
Demonstrate that the transaction value closely approximates one of three values of goods exported to Vietnam on the same day or within ±60 days: the transaction value of identical or similar goods sold to an unrelated importer; the deductive value (Article 10); or the computed value (Article 11). The comparison values serve only for comparison and must be adjusted to the same commercial conditions (Article 7(3)).
No invented thresholds: “closely approximate” is defined qualitatively in Article 2(7) of Circular 39/2015 (differences due to objective factors such as the nature of the goods, seasonality, or insignificant commercial differences) — the text sets no fixed percentage.
Declaration and examination procedures
Under Article 7(4):
- The declarant must declare the special relationship on the import declaration and the customs value declaration (if any) where the relationship does not affect the value, and provide supporting documents when customs requires;
- Failure to declare → customs requires supplementary declaration under Article 29 of the Customs Law and imposes administrative penalties;
- Where customs suspects the relationship affects the value, it compares under method 2 above: satisfied → accepts the value; not satisfied → asks the business for supporting evidence; sufficient evidence of no influence (or insufficient basis to find influence) → accepts the self-declared value; sufficient evidence of influence → rejects the self-declared value and determines value by the sequential methods;
- Customs will not re-examine where it has already examined and accepted, and the value of the consignment under examination is unchanged from the previously accepted identical consignment.
Penalties for failing to declare a special relationship
- Failing to declare a special relationship on the declaration (where it does not affect the customs value) → a fine of VND 1,000,000 to VND 2,000,000 (Article 9(1)(b) of Decree 169/2026/ND-CP, effective 1 July 2026, replacing Decree 128/2020);
- Where the special relationship leads to misdeclared value causing a tax shortfall → penalties under Article 10 of Decree 169/2026 (10%/20% of the tax shortfall).
Frequently asked questions
Will imports from a parent company be rejected?
Not automatically. A parent–subsidiary relationship is a “special relationship”, but the business may still apply the transaction value method if it proves the relationship did not affect the price under Article 7(2) of Circular 39/2015.
What does the 5% shareholding threshold mean?
Under point (h), Article 7(1), where a third party owns/controls/holds 5% or more of the voting shares of both buyer and seller, the parties are deemed to have a special relationship — triggering the declaration obligation.
Is “special relationship” the same as tax “related-party transactions”?
No. They are independent regimes: one in customs law (determining dutiable import/export value), the other in tax administration law (determining related-party pricing for corporate income tax). Do not treat them as identical.
Legal basis
- Circular 39/2015/TT-BTC on customs valuation (consolidated document 21/VBHN-BTC dated 23 April 2020; amended by Circular 60/2019/TT-BTC, effective 15 October 2019);
- Decree 169/2026/ND-CP on administrative penalties in customs (effective 1 July 2026, replacing Decree 128/2020/ND-CP);
- Customs Law 54/2014/QH13 (consolidated document 54/VBHN-VPQH dated 23 March 2026).
This article is for reference only and does not constitute legal advice; consult a lawyer for your specific situation.
Does your business import goods from group companies and worry about customs valuation risks? Contact FLAT Law Firm for advice on evidencing and declaring in compliance with the rules.
Legal content reviewed by the FLAW AI Legal Council and submitted to the owner for approval; not a practicing lawyer’s opinion, not a substitute for legal advice on a specific matter.