When a stake in a Vietnamese company changes hands — a capital contribution in a limited liability company, shares in a joint stock company, or an outright sale of a business — the tax bill does not follow a single rule. It follows the seller. A company selling its stake pays corporate income tax (CIT); an individual selling pays personal income tax (PIT). And within each regime, the object being sold — a capital interest versus a listed security — changes the calculation entirely. This guide maps the whole picture under the tax laws now in force in Vietnam.
1. Two questions determine everything
Before looking at any rate, answer two questions:
- Who is the transferor? An organization (company, including a foreign one) or an individual (resident or non-resident)?
- What is being transferred? A capital contribution / shares in a non-public company, or securities of a public/listed company?
The combination of the two answers selects the tax regime, the formula, and the filing obligation. Confusing a capital interest with a security is the single most common — and most expensive — mistake in this area.
2. The legal framework now in force
Vietnam has just replaced both of its income tax laws, so older references no longer apply:
- CIT: Law No. 67/2025/QH15 on Corporate Income Tax (passed 14 June 2025, effective 1 October 2025, applicable from tax year 2025), detailed by Decree No. 320/2025/ND-CP (issued 15 December 2025, applicable from CIT tax year 2025).
- PIT: Law No. 109/2025/QH15 on Personal Income Tax (passed 10 December 2025, effective 1 July 2026), detailed by Decree No. 253/2026/ND-CP (effective 1 July 2026, replacing Decree No. 65/2013/ND-CP).
- Tax administration: Law No. 38/2019/QH14 on Tax Administration, Decree No. 126/2020/ND-CP and Circular No. 89/2026/TT-BTC (replacing Circular No. 80/2021/TT-BTC from 1 July 2026; declaration forms and dossiers — Form 04/CNV-TNCN retained).
- Transaction background: Law No. 59/2020/QH14 on Enterprises (conditions for transferring capital contributions and shares); Law No. 143/2025/QH15 on Investment (effective 1 March 2026) with Decree No. 219/2025/ND-CP for foreign investors contributing capital or acquiring shares/stakes.
3. The transferor is a company: corporate income tax
How the gain is classified
Article 3.2(a) of CIT Law 67/2025/QH15 treats “income from transfer of capital, transfer of capital contribution rights, and transfer of securities” as other income — not as revenue from the company’s main business. It is pooled into the company’s overall taxable income.
Decree 320/2025/ND-CP (Article 13.1) defines the CIT concept of “capital transfer” broadly: transferring part or all of the capital a company has invested in another organization or individual — including selling the enterprise itself and transferring capital contribution rights — plus transferring shares of a company that is not a public company, or shares of an organization that is not listed or registered for trading under securities law. Timing rule: income is recognized at the moment ownership of the capital passes. If the seller is paid in assets rather than cash (shares, fund certificates, other material benefits) and income arises, CIT still applies, with the assets valued at market price at the time of receipt.
The formula
Article 13.2(a) of Decree 320/2025/ND-CP:
Taxable income from capital transfer = Transfer price − Purchase price of the transferred capital − Transfer expenses
Three practical points sit behind this simple formula:
- Transfer price is the actual total value the transferor receives under the contract. If the contract states no price, or the stated price is off-market, the tax authority may examine and assess the price — including re-assessing the entire enterprise value at the transfer date and pro-rating it to the stake sold.
- Non-cash payment: any capital transfer worth VND 5 million or more under the contract must be paid through non-cash instruments; otherwise the tax authority may assess the price itself.
- Listed shares are different: a company selling shares of a public/listed company falls under income from securities investment (Article 14 of Decree 320/2025/ND-CP), not the capital-transfer formula above.
The rate
Article 10 of CIT Law 67/2025/QH15 sets three rates, based on the prior year’s total revenue:
- 15% — annual revenue not exceeding VND 3 billion;
- 17% — annual revenue above VND 3 billion up to VND 50 billion;
- 20% — the standard rate for everyone else.
Mandatory exclusion for capital-transfer income: under Article 18.3 of Law 67/2025/QH15, the 15%/17% rates and CIT incentives do not apply to “income from transfer of capital or transfer of capital contribution rights” — such income is always taxed at 20%, regardless of the company’s prior-year revenue.
Worked example: Company X sells a 40% stake in Company Y. Contract price: VND 20 billion. Original purchase price of the stake: VND 15 billion. Brokerage and legal fees for the deal: VND 300 million. Taxable income = 20 − 15 − 0.3 = VND 4.7 billion. CIT on the deal = 4.7 billion × 20% = VND 940 million, folded into X’s annual CIT finalization. There is no separate return for a company’s capital-transfer gain.
One distinction worth keeping: dividends a company receives on its capital contributions are excluded from taxable “other income” (Article 3.3(a) of Decree 320/2025/ND-CP). Dividends and capital-transfer gains are separate income categories — do not mix them.
4. The transferor is an individual: personal income tax
Capital interests: 20% on the gain
Article 13 of PIT Law 109/2025/QH15 provides that a resident individual transferring capital pays 20% on taxable income per transfer, where taxable income = transfer price − purchase price − reasonable related expenses.
If the purchase price and expenses cannot be determined, tax is 2% of the transfer price. That fallback is punishing for highly profitable deals — which is exactly why sellers should keep the original capital-purchase contract and every expense invoice.
Worked example: Ms. L sells her stake in an LLC for VND 8 billion. She originally paid VND 6 billion for it and spent VND 80 million on valuation and notary fees. Taxable income = 8 − 6 − 0.08 = VND 1.92 billion; PIT = 1.92 billion × 20% = VND 384 million.
Securities: 0.1% on the sale price
The same Article 13 taxes securities transfers at 0.1% of the transfer price per transfer — on the gross sale proceeds, with no deduction for purchase price, and even if the trade loses money. Selling 2,000 shares at VND 120,000 each (VND 240 million total) triggers VND 240,000 of tax whether the investor profited or not. The taxable moment is when the transaction is completed under the law.
Non-resident individuals
Where the seller is a non-resident individual, the buyer is generally expected to withhold tax before paying the transfer price. The precise withholding mechanics under the new regime (Article 56.5 of Decree 253/2026/ND-CP) had not been fully verified against the original text at the time of writing — see the notes at the end of this article.
5. Filing mechanics: who files, where, and when
Capital-transfer income is declared per transaction (Article 8.4 of Decree 126/2020/ND-CP) — not monthly, not annually.
| Transferor | Who files | How |
|---|---|---|
| Company | The company itself, inside its annual CIT finalization | No separate form; gain pooled as other income |
| Resident individual — capital interest | The individual, self-declared (no withholding at source — Decree 253/2026, Art. 56.1) | Form 04/CNV-TNCN (Circular 80/2021/TT-BTC, retained under Circular 89/2026/TT-BTC) plus the transfer contract, proof of capital value and expense vouchers, filed with the tax office managing the company whose capital is transferred |
| Individual — securities | Withholding and filing on the individual’s behalf | The securities company / custodian bank withholds 0.1% of the transfer price (Decree 253/2026, Art. 56.2 and 56.4) |
| Individual contributing capital in kind (capital interests or securities) | The capital-receiving organization | Files and pays on the individual’s behalf when the individual later transfers, withdraws capital, or the enterprise is dissolved (Decree 253/2026, Art. 56.3) |
Deadline: the return is due no later than the 10th day from the date the tax obligation arises (Article 44.3 of Law 38/2019/QH14) — in practice counted from the effective date of the transfer contract. The tax payment deadline is the last day of the return-filing period (Article 55 of Law 38/2019/QH14). Late filing or payment attracts late-payment interest and administrative penalties.
6. Pitfalls foreign investors should watch
- Investment procedures come first. A foreign investor contributing capital or acquiring shares/stakes in Vietnam must complete investment registration formalities under Investment Law 143/2025/QH15 and Decree 219/2025/ND-CP alongside the deal — tax compliance does not cure a missing investment filing.
- Treaty relief is possible but not automatic. A foreign transferor may be eligible for relief under Vietnam’s double tax treaties, subject to meeting the conditions and submitting a treaty-application dossier on time. Each treaty must be checked individually.
- Price and payment discipline. Understated prices invite tax assessment; cash payment of VND 5 million-plus deals invites the same. Structure the price and the payment method as if the tax authority will read the contract — because it will.
7. Frequently asked questions
1. My company is selling shares in an unlisted joint stock company. Capital transfer or securities?
Capital transfer. Shares of a non-public company fall under Article 13 of Decree 320/2025/ND-CP for a corporate seller (and the 20%-on-gain rule of PIT Law Article 13 for an individual seller). The 0.1% securities treatment is reserved for public/listed companies.
2. The deal lost money. Do I still owe tax?
A company with a genuine loss on the transfer owes no CIT on that deal. An individual selling securities still owes 0.1% on the sale price even at a loss. An individual selling a capital interest owes nothing if there is no gain — but must still file.
3. Can the buyer handle the filing for me?
For a resident individual selling a capital interest: no — you file yourself within 10 days. For securities: yes — the securities company withholds and files on your behalf. For in-kind capital contributions: the receiving organization files on your behalf upon withdrawal, transfer, or dissolution.
4. What if I paid partly in shares instead of cash?
Tax still applies if income arises. For companies, non-cash consideration is valued at market price when received (Decree 320/2025, Art. 13.1).
5. Does a tax treaty exempt my capital gains?
It depends on the specific treaty between Vietnam and your country of residence, the type of asset, and whether you file the treaty claim correctly and on time. Treaties commonly preserve Vietnam’s right to tax gains on Vietnamese company shares — verify before assuming relief.
References (checked against original texts as of 18 October 2026)
- Law No. 67/2025/QH15 on Corporate Income Tax (effective 1 Oct 2025; Art. 3.2(a); Art. 10) — in force.
- Decree No. 320/2025/ND-CP (Art. 3.3(a); Art. 13.1, 13.2(a); Art. 14) — in force, applicable from CIT tax year 2025.
- Law No. 109/2025/QH15 on Personal Income Tax (effective 1 Jul 2026; Art. 3.4; Art. 13) — in force.
- Decree No. 253/2026/ND-CP (Art. 53, 54; Art. 56.1–56.4) — in force, replacing Decree 65/2013/ND-CP.
- Law No. 38/2019/QH14 on Tax Administration (Art. 44.3; Art. 55) — in force.
- Decree No. 126/2020/ND-CP (Art. 8.4) — in force.
- Circular No. 89/2026/TT-BTC (replacing Circular No. 80/2021/TT-BTC from 1 Jul 2026; Form 04/CNV-TNCN) — in force.
- Law No. 59/2020/QH14 on Enterprises; Law No. 143/2025/QH15 on Investment (effective 1 Mar 2026); Decree No. 219/2025/ND-CP — in force (cited at principle level).
Points not yet verified (check the original text before applying to a specific case)
- Detailed determination of the “purchase price of the transferred capital” per case (Art. 13.2(b), Decree 320/2025/ND-CP).
- Detailed formula for corporate income from securities investment (Art. 14, Decree 320/2025/ND-CP).
- Treatment of losses from corporate capital transfers (offsetting, loss carry-forward).
- Withholding obligations for non-resident individual transferors (Art. 56.5, Decree 253/2026/ND-CP).
- New declaration forms for individual securities transfers under PIT Law 109/2025/QH15.
- Treaty-application dossiers and procedures for foreign transferors.
Drafted by the AI Legal Council; not yet reviewed by a licensed lawyer. Quality-reviewed by the FLAW AI Legal Council — not legal advice for any specific case.