Decree 320/2025 Guiding Vietnam's CIT Law: Detailed New Rules

On 15 December 2025, the Government issued Decree 320/2025/ND-CP detailing and guiding the implementation of the 2025 Law on Corporate Income Tax (Law 67/2025/QH15) — and it is this Decree 320/2025 CIT Vietnam guidance that answers the question that matters most to finance and tax teams: how do the rules actually work in practice. The Decree is effective from its signing date and applies from the 2025 CIT tax period — meaning the 2025 CIT finalisation (filed in 2026) applies the Decree from the start date the enterprise elects: the start of the 2025 tax period, the Law's effective date, or the Decree's effective date (point a, clause 1, Article 24); the cashless-payment documentation and capital-transfer rules apply mandatorily from 15 December 2025. While our companion analysis covers the 10 headline changes of Law 67/2025, below are the operational details with the greatest impact on businesses, particularly FDI enterprises.

Contents

• 1. Overview of the instrument
• 2. Detailed new rules
• 3. Practical impact on FDI enterprises
• 4. Action items and deadlines
• 5. Open points to monitor
• 6. FAQs
• Language versions
• References

1. Overview of the instrument {#1-overview}

• Full title: Decree No. 320/2025/ND-CP of the Government detailing certain articles of, and measures to implement, the Law on Corporate Income Tax.
• Issued: 15 December 2025; effective: from the signing date; applicable: from the 2025 CIT tax period.
• Scale: 26 articles in 6 chapters — detailing Articles 2, 3, 4, 8 and 9; clause 3 of Article 10; clause 2 of Article 11; clauses 2, 3 and 4 of Article 12; clause 1 of Article 13; clause 6 of Article 14; Articles 15 and 16; clauses 1, 3 and 5 of Article 18; and clause 3 of Article 19 of Law 67/2025/QH15.
• Replaced instruments: Decrees 218/2013/ND-CP, 91/2014/ND-CP, 12/2015/ND-CP and 57/2021/ND-CP (clause 2, Article 24) — expired.
• Position in the framework: Law 67/2025 (effective 1 October 2025) sets the architecture; Decree 320/2025 supplies the calculation and application mechanics. This article focuses on the Decree-level operating rules — where most finalisation risks arise.

2. Detailed new rules {#2-details}

2.1. R&D super-deduction: up to 200% of actual cost, but no loss creation

Point a, clause 1, Article 9 introduces a "super-deduction" for research and development:

• Actual R&D expenses incurred in the period are deductible at up to 200% of the real cost (point a1).
• Key constraint: after applying the top-up, the enterprise must not be in a loss position (point a2). The extra deduction can reduce taxable income to zero but cannot create a loss to carry forward.
• R&D costs are identified under the legislation on science, technology and innovation (point a3) — FDI enterprises with R&D centres must keep research costs separately accounted under the sectoral standards or risk losing the top-up on audit.

Previously, under the 2008 Law's guidance, R&D was deductible only at actual cost. This is the first time Vietnam has legislated an R&D super-deduction in CIT guidance — a clear signal for groups considering locating research centres in Vietnam.

2.2. The VND 5 million threshold: operating rules for cashless payment

Decree 320/2025 (point c, clause 1, Article 9) lowers the mandatory cashless-payment documentation threshold from VND 20 million per transaction (old Decree 218/2013) to VND 5 million per transaction. The decisive part is the accompanying operating rules:

• Aggregation rule (point c1): multiple purchases from one seller in the same day, each below VND 5m but totalling VND 5m or more, are deductible only with cashless-payment documentation. Splitting payments to avoid bank transfer has been pre-empted.
• Employee delegation (point c2): expenses of VND 5m+ that the enterprise authorises an employee to pay on its behalf, paid by the employee through cashless means, remain deductible if supported by: invoices/documents; an internal regulation or decision authorising the employee; and subsequent reimbursement by the enterprise. For FDI companies, this must be written into the internal financial regulations now — without a prior authorisation document, staff advances paid by personal card risk disallowance.
• Expense recognised before payment (point c3): an expense may still be deducted when recognised even if unpaid at that point; but if later paid in cash without cashless documentation, the enterprise must file an adjustment reducing the expense in the tax period when the cash payment occurs — even if the tax authority has already inspected the period in which the expense arose. This closes the back door of recognising expenses and paying cash after inspection.
• Purchases from household businesses and individuals (point b, clause 1, Article 9): purchases from individuals/household businesses below the VAT-liable revenue threshold require payment vouchers and a purchase schedule signed by the legal representative; for daily purchases from each household/individual of VND 5m or more, cashless payment is mandatory.
• Business travel (point h, clause 8, Article 10): travel expenses of VND 5m+ paid by the employee through cashless means count as the enterprise's cashless payment if supported by invoices, a travel assignment decision, an internal regulation permitting it, and reimbursement. Lump-sum travel allowances under internal regulations are deductible as such.

Cashless-payment documentation follows the VAT legislation — enterprises should cross-check against the current VAT framework.

2.3. Capital transfers: price imposition, the VND 5m standard, and LLC sales tied to real estate

Article 13 details income from capital transfers, with several notable tightenings:

• Timing: income is determined at the time of transfer of capital ownership (clause 1).
• Sale of a single-member LLC tied to real estate is declared and taxed as a real-estate transfer (point a, clause 1) — not under the ordinary capital-transfer computation. For M&A deals where the principal asset is real estate, this fundamentally changes the tax calculation.
• Price imposition (point a2, clause 2): where the contract states no price, or the tax authority has grounds that the price is off-market, it may inspect and impose the transfer price. Notably, for a partial stake transfer priced off-market, the authority may re-determine the entire enterprise value at the transfer date to derive the stake price — a major risk for undervalued intra-group transactions.
• The VND 5m standard (point a3, clause 2): capital transfers of VND 5m or more under the contract must have cashless-payment documentation; otherwise the tax authority may impose the price.
• Transfer costs incurred abroad (point c, clause 2): original documents must be certified by a notary or independent auditor in the country of origin and translated into Vietnamese with authorised certification.
• Indirect transfers: clause 4, Article 3 brings income of foreign enterprises from direct or indirect capital transfers in Vietnam into the taxable base regardless of where the transfer is executed — offshore transfers whose substance is Vietnamese capital are in scope.

2.4. Foreign contractor tax (CIT portion): the rate table and the intra-group restructuring carve-out

Clause 3, Article 12 sets the CIT withholding rates on Vietnam-sourced revenue of foreign enterprises (covering points b2, b3 and b4, clause 1, Article 2):

Two points deserve FDI attention:

• Intra-group restructuring carve-out (point i): the 2% rate does not apply to intra-group ownership restructurings that do not change the ultimate parent company of the participating parties holding the Vietnamese enterprise after restructuring and generate no income. This is an important safe harbour for multinational group reorganisations, but both conditions must be met simultaneously.
• Withholding obligation (clause 2, Article 2): Vietnamese organisations (including e-commerce marketplace and digital platform operators) act as substitute taxpayers when the Vietnamese side purchases services, trades via e-commerce/digital platforms, or receives capital transfers under contracts with foreign enterprises. Where the transferee of a foreign enterprise's capital is itself a foreign organisation or individual, the taxpayer is the Vietnamese-law enterprise in which the foreign party invested — extending withholding responsibility to transactions between foreign parties.

2.5. Vietnamese enterprises investing abroad: a flat 20% rate and the global minimum tax link

Clause 2, Article 12 details the tax treatment of income from overseas projects:

• A flat 20% rate applies for computing and declaring tax on foreign income — no preferential rates the enterprise may enjoy in Vietnam (point b1).
• Foreign tax credit: tax paid abroad (or paid on the enterprise's behalf by the foreign partner) is creditable, capped at the Vietnamese-law amount. Notably, tax exempted or reduced abroad under the host country's law is also creditable — a "tax sparing" mechanism legislated at decree level.
• Ring-fencing: profits and losses from overseas projects may not be offset against domestic profits and losses (point b5).
• Failure to declare triggers tax imposition by the authority (point b4).
• Global minimum tax link: a parent company allocated top-up tax of a low-taxed constituent entity under National Assembly Resolution 107/2023/QH15 (global anti-base-erosion) may credit the allocated amount against Vietnamese CIT, subject to an overall cap at the Vietnamese-law tax amount (point c). This is the first bridge between the domestic CIT framework and the global minimum tax — FDI groups with a Vietnamese parent must model both frameworks together.

2.6. Determining total revenue for the 15%/17% rates, and the related-party exclusion

Clause 4, Article 11 details how total revenue — the basis for the 15%/17% rates — is determined:

• Total revenue = revenue from sale of goods and services (excluding revenue deductions) + financial income + other income per the business-results appendix attached to the immediately preceding year's CIT finalisation return. Note: financial income and other income count — an enterprise with large financial or other income can breach the VND 3bn or VND 50bn thresholds even with modest core revenue.
• Preceding year shorter than 12 months: annualised (actual revenue divided by active months, times 12).
• Newly established enterprises: estimate total revenue for quarterly provisional payments at 15% or 17%; at year-end, if actual revenue fails the conditions, the enterprise must pay the shortfall plus late-payment interest under tax administration law (point b).
• Related-party exclusion (point c): the 15%/17% rates do not apply to Vietnamese-law enterprises that are subsidiaries or related parties where the related enterprise does not meet the rate conditions — the detailed conditions to be set by the Government. For FDI, this is a narrow gate: a multinational group's small subsidiary will struggle to qualify if its related parties do not jointly meet the conditions.

2.7. Expansion-project incentives: conditions, allocation formula and limits

Clauses 5–6, Article 20 detail incentives for expansion projects (capacity expansion, technology renewal, pollution reduction or environmental improvement):

• Still within the incentive period: incremental income from the expansion enjoys the ongoing project's incentives for the remaining period, with no separate accounting required.
• Incentive period expired: the incremental income gets CIT exemption/reduction (no rate preference) for the same duration as a new project in the same sector/location — counted from the year registered investment capital disbursement is completed. Separate accounting is required; if impossible, allocate by the ratio of newly-commissioned fixed-asset cost to total fixed-asset cost.
• Quantitative thresholds (meet one of three): additional fixed-asset cost of at least VND 40bn (incentivised sectors) or VND 20bn (incentivised locations); or additional fixed-asset cost of at least 20%; or design capacity increased by at least 20%.
• Hard limit: expansion incentives do not apply to expansions resulting from mergers or acquisitions of operating enterprises or projects (point c, clause 5). Disbursement incomplete means no incentive yet.

For FDI manufacturers operating in Vietnam with expansion plans, this is a more practical incentive route than a new project — but the quantitative gates must be met and the M&A route is excluded.

2.8. Choosing the most favourable incentive: one switch, no way back

Clause 2, Article 23 lets an enterprise choose the most favourable incentive where the same income qualifies for different incentives in the same period, with these rules:

• Switching to a better incentive deducts the incentive period already enjoyed (years of exemption, reduction and preferential rate).
• After fully enjoying incentives, obtaining a high-tech enterprise certificate (or high-tech agriculture, science-and-technology enterprise, high-tech application project, or supporting-industry project certification) grants incentives for the remaining period — the new package minus time already enjoyed.
• Once chosen, the selected incentive applies for the entire remaining period; no further switching (point d). This is a one-way decision — enterprises must fully model the options before electing.
• First year under 12 months (clause 6): a new project whose first revenue year is shorter than 12 months may elect to enjoy incentives from that period or register to start from the next tax period (the first period then taxed in full).
• Non-compliant year (clause 10): a tax period failing any incentive condition loses the incentive and is taxed at 20% — and that year still counts toward the registered incentive period. For large projects (points g–h, clause 2, Article 18), failing the conditions after 3 years (5 years for point-g projects) means losing incentives and repaying tax previously enjoyed (not treated as a false declaration).

2.9. Real-estate transfers: a separate 20% rate, People's Council land price tables, 1% provisional payment

Chapter IV (Articles 15–17) details real-estate transfer income:

• A separate 20% CIT rate applies to real-estate transfers (clause 4, Article 16) — no preferential or 15%/17% revenue-based rates.
• Contract land price below the land price table is recomputed using the table (point a, clause 1, Article 17). New technical point: land cost where no lawful contract or payment voucher exists follows the land price table issued by the provincial People's Committee (before 1 January 2026) or decided by the provincial People's Council (from 1 January 2026) (points a2, a7, clause 2, Article 17) — reflecting the Law on Land 2024's shift of price-table authority. Enterprises should track the new Council-issued tables from 2026 as they directly affect transfer tax.
• Revenue timing: when the seller hands over the real estate, regardless of ownership registration (point b).
• Advance payments without determinable costs: provisional 1% on cash received (excluding VAT); this revenue is not yet taxable revenue for the year. A true-up occurs on handover; overpayments offset future periods or are refunded (point c).
• Advertising, marketing, promotion and brokerage commissions incurred when pre-sales begin in a progress-payment year are not expensed that year but deducted in the first year of handover generating taxable revenue (point c4).
• Infrastructure cost allocation for phased projects follows a per-m² formula (clause 3, Article 17), including provisional allocation and accruals before full infrastructure finalisation.
• Credit institutions and 100% state-owned debt-trading organisations receiving secured real estate in lieu of obligation performance must declare and pay tax on subsequent transfers (clause 6, Article 16).

2.10. The science-and-technology development fund: interest on the unused portion

Article 22 details the enterprise science-and-technology development fund:

• Interest on recovered tax on the unused fund portion uses the 5-year (or 10-year if no 5-year issue) treasury bond rate nearest the recovery date; interest accrues for 2 years, even if the enterprise reverses the fund before the 5-year term (clause 2).
• Each year the enterprise sets its own contribution level and files a fund utilisation report with the CIT finalisation return (clause 3).
• Having elected the fund under National Assembly Resolution 198/2025/QH15 (special private-sector development mechanisms) precludes a parallel fund under the CIT Law — no double mechanism.
• The Minister of Finance will regulate the tax treatment of fixed assets formed from the fund but later used in production/business (clause 4) — pending (see section 5).

2.11. Effectiveness and transition: the right to choose when to start applying

Articles 24–25 set effectiveness and transition, with points enterprises must get right:

• Effectiveness: from the signing date (15 December 2025), applicable from the 2025 CIT tax period (clause 1, Article 24).
• Right to choose (point a): enterprises may elect to apply the Decree's revenue, expense, incentive, exemption, reduction and loss-carry rules from the start of the 2025 tax period, from the Law's effective date (1 October 2025), or from the Decree's effective date (15 December 2025). For 2025 tax periods starting after the Law's effective date, from the Law's or the Decree's effective date. This choice directly affects 2025 provisional payments and finalisation — enterprises should adopt one consistent option and keep supporting documentation.
• Exceptions applying from the Decree's effective date (point b): the cashless-payment documentation rule (point c, clause 1, Article 9) and the capital-transfer rule (point i, clause 3, Article 12) apply from the Decree's effective date — no backdating option. In practice: the VND 5m threshold is mandatory from 15 December 2025.
• Incentive transition (clauses 1–2, Article 25): new and expansion projects licensed before the Law's effective date and still within their incentive periods keep their incentives for the remaining period under the licensing-time rules; if the Decree offers a higher incentive, they may switch for the remaining period — counted from the 2025 tax period.
• Income previously incentivised but no longer eligible under the CIT Law loses incentives from the Law's effective date (clause 3).
• Loss carry-forward (clause 4): pre-Decree losses still within the carry-forward window continue under the Decree for the remaining time; but prior-period losses from real-estate, project or project-participation transfers may not offset income from production/business activities enjoying tax incentives.

3. Practical impact on FDI enterprises {#3-impact}

Payments and expense accounting. The VND 5m threshold with the aggregation rule is mandatory from 15 December 2025 — no deferral option. FDI enterprises accustomed to cash payments for small-to-medium expenses (stationery, hospitality, advances) must move to bank transfer now, and issue internal regulations on employee payment delegation and business-travel rules permitting cashless payment via personal accounts. The new quantitative caps on welfare expenses (1 month's average salary), supplementary pension/life insurance (VND 5m/month/person), uniforms (VND 5m/person/year) and the salary provision fund (max 17%) in Article 10 all need an HR–finance joint review before the 2025 finalisation.

Rate modelling and incentive accounting. Total revenue for the 15%/17% test includes financial income and other income — enterprises must compute it correctly before setting provisional payments. While enjoying incentives, multi-activity enterprises must separately account incentivised and non-incentivised income; where impossible, allocate by revenue or deductible-expense ratio (clause 1, Article 23). Other income unrelated to the incentivised production/business activity is excluded from incentives (point d, clause 9, Article 23) — "one company, many lines" structures need separation from day one.

M&A and restructuring. Capital transfers face the VND 5m cashless standard, price-imposition risk on off-market pricing, and reclassification as real-estate transfers for single-member LLC sales tied to real estate (20% rate). Conversely, intra-group restructurings with no ultimate-parent change and no income escape the 2% contractor-tax rate — room for regional reorganisations. Offshore indirect transfers of Vietnamese capital are in scope.

Expanding investment in Vietnam. The expansion-incentive framework with its VND 40bn/20bn or 20% asset/capacity gates is a practical tool for operating FDI factories — but not via merger or acquisition. The one-way incentive election requires full modelling before registration.

Real estate and projects. A separate 20% rate for real-estate transfers, 1% provisional payment on advances, and People's Council land price tables from 1 January 2026 — FDI projects with a real-estate component (industrial parks, leased factories) need updated tax models.

4. Action items and deadlines {#4-actions}

1. Immediately (mandatory from 15 December 2025): move all payments of VND 5m+ to cashless channels; apply the same-seller/same-day aggregation rule; issue internal regulations on employee payment delegation and business-travel cashless rules.
2. Before the 2025 CIT finalisation (filed in 2026): determine 2024 total revenue (including financial income + other income) to lock in the 15%/17%/20% rate; adopt one consistent Decree application start date (point a, clause 1, Article 24) with supporting documentation; review all non-deductible expenses under Article 10 (welfare, insurance, uniforms, salary provision fund, depreciation of sub-9-seat cars above VND 1.6bn).
3. Separately account R&D costs under the science, technology and innovation legislation to defend the 200% super-deduction; respect the no-loss limit.
4. Incentivised projects: review the current incentive decision against Decree 320/2025; consider switching to the higher package for the remaining period; fully model options before making the one-way most-favourable-incentive election; register the incentive start date with the tax authority if the first revenue year is under 12 months.
5. Capital transfers and M&A: prepare cashless documentation for every transaction of VND 5m+; assess pricing against market value to avoid imposition; check the intra-group restructuring carve-out conditions before executing.
6. Real-estate projects: track the new People's Council land price tables from 1 January 2026; review the 1% provisional mechanism and the timing of advertising/brokerage expense recognition.
7. Monitor forthcoming Ministry of Finance guidance on: digital-platform filing by foreign enterprises with a permanent establishment under point b4, clause 1, Article 2; overseas-investment income dossiers; the science-and-technology fund report template — details in section 5.

5. Open points to monitor {#5-open-points}

The points below lack detailed implementing guidance; enterprises should take a cautious approach, monitor updates, and seek counsel for specific cases rather than taking hard positions.

• Conditions for related-party enterprises to access the 15%/17% rates. Point c, clause 4, Article 11 excludes subsidiaries/affiliates whose related enterprises do not meet the rate conditions, with detailed conditions "to be set by the Government" — not yet specified in Decree 320/2025. A cautious reading is that a multinational group's small subsidiary will struggle to qualify, but the exact exclusion scope awaits guidance. Pending that, small-scale FDI subsidiaries should prepare dual tax computations.
• Filing and payment mechanics for foreign enterprises with a permanent establishment under point b4, clause 1, Article 2 supplying goods/services via digital platforms. Point b4, clause 1 (foreign enterprises with a permanent establishment, other than b1 and b2, supplying goods/services via e-commerce and digital platforms) and point e, clause 3 (treating e-commerce and digital platforms as a form of permanent establishment) widen the scope, but clause 5 tasks the Minister of Finance with details — not yet issued. The cautious view: the Vietnamese-side substitute-taxpayer mechanism (clause 2, Article 2) may be the primary enforcement channel initially.
• Filing dossiers for tax on overseas-project income (clause 2, Article 12): the Minister of Finance is tasked with detailed dossier guidance — not yet issued. Vietnamese enterprises with overseas projects should preserve all foreign tax-payment evidence for reconciliation when guidance arrives.
• Science-and-technology fund: the utilisation report template and tax treatment of fund-formed fixed assets later used in production/business (clause 4, Article 22) await Ministry of Finance rules.
• Technology criteria for VND 12,000bn projects (point g2, clause 2, Article 18): "technology meeting requirements set by the Minister of Science and Technology" — pending; very-large projects should engage the competent authority early rather than waiting for finalisation.
• The "major socio-economic impact warranting special encouragement" test for the Prime Minister to extend incentives for VND 6,000bn projects (point b, clause 6, Article 19): decided case-by-case with no published quantitative criteria — approval likelihood is hard to predict in advance.
• The right to choose the Decree's application start date (point a, clause 1, Article 24): the text allows a choice but there is no precedent on how tax authorities will examine it. The cautious approach is one consistent choice across all items (revenue, expenses, incentives, loss carry), clearly stated in the 2025 finalisation dossier with an internal approval document.
• Circular 20/2026/TT-BTC issued (12 March 2026). The Circular guides in detail the articles of Law 67/2025 and Decree 320/2025, including conditions and dossiers for deductible CIT expenses; it also replaces Circular 78/2014/TT-BTC and Circular 96/2015/TT-BTC (expired from 12 March 2026). Enterprises should reconcile their entire deductible-expense documentation (including the items at sections 2.1–2.2 of this article) against Circular 20; expenses incurred before 12 March 2026 follow the Circular's transitional rules.
• New CIT exemption for small enterprises (Decree 141/2026/ND-CP, effective 1 January 2026). Adds Clause 15 to Article 4 of Decree 320/2025: income of Vietnamese-law enterprises and organisations with annual total revenue of VND 1 billion or less is exempt from CIT. Total revenue comprises revenue from sale of goods and services (excluding revenue deductions), financial income and other income; enterprises operating fewer than 12 months annualise by month. Newly established enterprises expecting revenue of no more than VND 1bn are not required to make provisional CIT payments during the year; if year-end revenue exceeds the threshold, they declare and finalise, with no late-payment interest. Not applicable to subsidiaries or related-party enterprises whose related party does not meet the exemption conditions.
• CIT incentives: three new laws amend the incentive framework. The High-Tech Law 133/2025/QH15 (effective 1 July 2026) adds qualifying categories including strategic-technology R&D centres, strategic technology enterprises, high-tech R&D centres, group-1 high-tech enterprises and high-tech product manufacturers; the maximum package is a 10% rate for 25 years, 4 years of tax exemption and a 50% tax reduction for the following 9 years. Law 116/2025/QH15 (effective 1 July 2026) and the Investment Law 143/2025/QH15 (effective 1 March 2026) also amend CIT incentive rules. The incentive analysis at sections 2.6–2.8 of this article should be re-checked against the new framework before applying it to a specific project.
• New invoicing and documentation framework (effective 1 July 2026). Decree 254/2026/ND-CP (issued 30 June 2026) replaces Decree 123/2020/ND-CP and Decree 70/2025/ND-CP; Circular 91/2026/TT-BTC (issued 30 June 2026) replaces Circular 32/2025/TT-BTC. The "expenses with lawful invoices and documents" condition in Article 9 of Decree 320/2025 now refers to this new framework — enterprises should update their document retention and reconciliation procedures.
• Draft amendments to Decree 320/2025 (published 21 September 2026) — monitoring only, not yet applicable. The draft proposes exempting the cashless-payment requirement for salary payments to employees and for payments to households and individuals in socio-economically difficult or especially difficult areas in three cases (household purchase schedules; wages, bonuses and allowances; people's credit funds and microfinance institutions paying interest), and aligning the tax-incentive provisions with the new laws above. This remains a draft — enterprises should continue applying the current rules and await the official instrument.

6. FAQs {#6-faq}

When did Decree 320/2025 take effect? Effective from its signing date, 15 December 2025, applicable from the 2025 CIT tax period. The cashless-payment documentation and capital-transfer rules apply from the effective date with no backdating option. The 2025 CIT finalisation (filed in 2026) applies the Decree from the start date the enterprise has elected (point a, clause 1, Article 24).

How does the 200% R&D super-deduction work? Actual R&D expenses in the period are deductible up to 200%, but the top-up must not push the enterprise into a loss. R&D costs are identified under the science, technology and innovation legislation — separate accounting is essential.

Are cash payments of VND 5 million or more deductible? No, without cashless-payment documentation. The aggregation rule: multiple same-day purchases from one seller, each below VND 5m but totalling VND 5m+, also require cashless payment. Cash payment after expense recognition requires a downward adjustment in the payment period.

What happens to incentives granted under the old law? They continue for the remaining period under the licensing-time rules; if Decree 320/2025 offers a higher incentive, the enterprise may switch for the remaining period counted from the 2025 tax period. Income previously incentivised but no longer eligible loses incentives from the Law's effective date.

What CIT applies when a foreign enterprise derives income from a capital transfer in Vietnam? A foreign enterprise deriving income from a capital transfer in Vietnam is subject to foreign contractor tax at 2% of taxable revenue, except for intra-group ownership restructurings with no ultimate-parent change and no income generated. Every transaction of VND 5m+ needs cashless-payment documentation, or the tax authority may impose the price.

Need a compliance review for your business?

Decree 320/2025 applies immediately to the 2025 tax period — from the VND 5m payment threshold and the R&D super-deduction to the one-way incentive election. FLAT's tax lawyers support compliance reviews, incentive modelling and finalisation preparation. Contact our hotline 0988424851.

Language versions {#language-versions}

References

• Decree No. 320/2025/ND-CP dated 15 December 2025 of the Government detailing certain articles of, and measures to implement, the Law on Corporate Income Tax.
• Law on Corporate Income Tax No. 67/2025/QH15 (effective 1 October 2025).
• Decrees No. 218/2013/ND-CP, 91/2014/ND-CP, 12/2015/ND-CP, 57/2021/ND-CP (expired; replaced by Decree 320/2025/ND-CP).
• National Assembly Resolution No. 107/2023/QH15 on top-up corporate income tax under the global anti-base-erosion rules.
• National Assembly Resolution No. 198/2025/QH15 on special mechanisms and policies for private-sector development.
• Circular No. 20/2026/TT-BTC dated 12 March 2026 of the Minister of Finance guiding the Law on Corporate Income Tax and Decree No. 320/2025/ND-CP (effective 12 March 2026, applicable from the 2025 CIT tax period).
• Decree No. 141/2026/ND-CP dated 29 April 2026 supplementing CIT exemption for enterprises with annual total revenue of VND 1 billion or less (effective 1 January 2026).
• High-Tech Law No. 133/2025/QH15 and Law No. 116/2025/QH15 (effective 1 July 2026); Investment Law No. 143/2025/QH15 (effective 1 March 2026) — amending CIT incentives.
• Decree No. 254/2026/ND-CP and Circular No. 91/2026/TT-BTC on invoices and documentation (both effective 1 July 2026).

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