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THE GOVERNMENT OF VIETNAM |
SOCIALIST REPUBLIC OF VIETNAM |
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No. 255/2026/ND-CP |
Hanoi, June 30, 2026 |
ON TAX MANAGEMENT FOR RELATED-PARTY TRANSACTIONS ENTERED INTO BY ENTERPRISES HAVING RELATED PARTY RELATIONSHIPS
Pursuant to the Law on Organization of the Government No. 63/2025/QH15;
Pursuant to the Law on Tax Administration No. 108/2025/QH15;
Pursuant to the Law on Corporate Income Tax No. 67/2025/QH15;
At the proposal of the Minister of Finance;
The Government hereby issues a Decree on tax management for related-party transactions entered into by enterprises having related party relationships.
This Decree sets out the principles governing tax management for related-party transactions entered into by enterprises having related party relationships; the related parties; analysis, comparison and selection of independent comparables and transfer pricing methods; determination of deductible expenses for enterprises having related-party transactions; rights and obligations of taxpayers in transfer pricing disclosure and preparation of transfer pricing documentation; responsibilities of taxpayers in relation to Country-by-Country Reports; and responsibilities of regulatory agencies in tax management of taxpayers with related-party transactions.
1. Organizations engaged in the production and trading of goods and services (hereinafter collectively referred to as taxpayers) that are subject to corporate income tax (CIT) and have transactions with related parties as prescribed in Article 5 of this Decree.
2. Tax authorities.
3. Other regulatory agencies, organizations and individuals involved.
Article 3. Principles of application
1. Taxpayers with related-party transactions must eliminate factors that reduce their tax liability due to the influence and impact of the related party relationship, in order to declare and determine their tax liability for related-party transactions on terms equivalent to those of independent transactions conducted under the same conditions.
2. Tax authorities shall manage and examine transfer prices of taxpayers in accordance with the principles of tax administration set out in clause 4 Article 6 and the principles of tax examination set out in clause 1 Article 22 of the Law on Tax Administration No. 108/2025/QH15.
For the purpose of this Decree, these terms below shall be construed as follows:
1. Related-party transactions are transactions involving the purchase, sale, exchange, lease, hire, lending, loan, transfer and assignment of goods, provision of services; lending, loan activities, financial services, financial guarantees and other financial instruments; purchase, sale, exchange, lease, hire, lending, loan, transfer and assignment of tangible assets, intangible assets, and agreements for joint purchase, sale or use of resources such as assets, capital, labor, and cost sharing between related parties, excluding commercial transactions for goods and services subject to State price regulation conducted in accordance with the law on prices.
2. Tax Treaty means a treaty as defined in item 11 of Appendix I issued together with Decree No. 236/2025/ND-CP elaborating certain articles of National Assembly Resolution No. 107/2023/QH15 dated November 29, 2023 on the application of additional corporate income tax under global anti-base erosion rules.
3. Competent Authority Agreement (CAA) is an abbreviated term for the agreement concluded between the competent authority of Vietnam and a partner country or territory under an international treaty or international agreement providing for the exchange of information, which specifies in detail the automatic exchange of Country-by-Country Reports.
4. Ultimate Parent Entity (UPE) means the entity as defined in clause 4 Article 3 of Resolution No. 107/2023/QH15 on the application of additional corporate income tax under global anti-base erosion rules.
5. Tax Authority of the Partner Jurisdiction means the tax authority of a country or territory that has concluded a Tax Treaty with Vietnam.
6. Independent comparable means uncontrolled transactions between parties without a related party relationship, or enterprises conducting uncontrolled transactions, selected on the basis of analysis, comparison and identification of comparable entities or transactions, for the purpose of determining the price level, profit margin or profit allocation ratio to determine the tax liability payable to the state budget by the taxpayer, in compliance with the Law on Tax Administration and the Law on Corporate Income Tax.
7. Material difference means a difference in price-forming factors that has an important or significant effect on the price level, profit margin and profit allocation ratio of the parties to a transaction.
8. Arm’s length range means the set of values for price levels, profit margins or profit allocation ratios of the independent comparables selected by the tax authority or the taxpayer from the databases prescribed in Article 17 of this Decree. The values within this set have equivalent levels of comparability reliability. Where necessary, statistical probability methods shall be applied to determine the interquartile range and the representative, universal and prevalent median to increase the reliability of the set of independent comparables.
9. Interquartile range means the set of values from the 35th to the 75th percentile; the median of the interquartile range is the value at the 50th percentile under the statistical probability function.
10. Surrogate Parent Entity means a member of a multinational enterprise (MNE) group designated by the Ultimate Parent Entity to prepare and file the Country-by-Country Report on behalf of the Ultimate Parent Entity in the country or territory where that member is a tax resident.
11. Local File means information on the related-party transactions, policies and transfer pricing methods of the taxpayer in Vietnam.
12. Master File means information on the business operations of the multinational enterprise group, the group’s global transfer pricing policies and methods, and the group’s income allocation policy and allocation of activities and functions in the group’s value chain.
13. Systematic Failure means the case where a country or territory has a Country-by-Country Report automatic exchange agreement in force, but has suspended exchange for reasons inconsistent with the conditions of that agreement, or has persistently failed to automatically exchange Country-by-Country Reports in its possession, resulting in the Vietnamese tax authority not receiving the reports as required.
1. Parties with related party relationships (hereinafter referred to as “related parties”) shall be determined in accordance with clause 17 Article 4 of the Law on Tax Administration No. 108/2025/QH15.
2. Related parties comprise:
a) One enterprise directly or indirectly holds at least 25% of the owner’s contributed capital of the other enterprise;
b) Both enterprises each have at least 25% of owner’s contributed capital directly or indirectly held by a third party;
c) One enterprise is the largest shareholder in terms of owner’s contributed capital and directly or indirectly holds at least 10% of the total shares of the other enterprise;
d) One enterprise guarantees or lends capital to another enterprise in any form (including loans from third parties secured by financial resources of a related party and financial transactions of a similar nature), on the condition that the total outstanding loan balance of the borrowing enterprise with the lending or guaranteeing enterprise is at least equal to 25% of the owner’s contributed capital of the borrowing enterprise and accounts for more than 50% of the total outstanding medium- and long-term debt of the borrowing enterprise.
The provisions of point d of this clause shall not apply in the following cases:
d.1) The guarantor or lender is an economic organization operating under the Law on Credit Institutions No. 32/2024/QH15 (amended by Law No. 96/2025/QH15) that does not directly or indirectly participate in the management, control, capital contribution or investment in the borrowing enterprise or the guaranteed enterprise under points a, c, dd, e, g, h, k, l and m of this clause.
d.2) The guarantor or lender is an economic organization operating under the Law on Credit Institutions No. 32/2024/QH15 (amended by Law No. 96/2025/QH15) and the borrowing or guaranteed enterprise is not directly or indirectly subject to the joint management, control, capital contribution or investment of another party under points b, e and i of this clause.
d.3) The creditor or guarantor is an organization wholly owned by the State with the function of purchasing, selling and handling debts, which does not directly or indirectly participate in the management, control, capital contribution or investment in the debtor enterprise or the guaranteed enterprise under points a and c of this clause.
dd) One enterprise designates members of the board of management or holds controlling power over another enterprise, on the condition that the number of members designated by the first enterprise accounts for more than 50% of the total members of the board of management or controlling body of the second enterprise; or a member designated by the first enterprise has the power to decide on the financial policies or business operations of the second enterprise;
e) Two enterprises both have more than 50% of their board of management members, or both have one board of management member with power to decide on financial policies or business operations, designated by a third party;
g) Two enterprises that are managed or controlled in terms of personnel, finances and business operations by individuals with one of the following relationships: spouses; biological parents, adoptive parents, stepfathers, stepmothers, parents-in-law; biological children, adopted children, stepchildren of the spouse, daughters-in-law, sons-in-law; full siblings, paternal half-siblings, maternal half-siblings, brothers-in-law and sisters-in-law of full siblings, paternal half-siblings and maternal half-siblings; paternal grandparents, maternal grandparents; paternal grandchildren, maternal grandchildren; biological aunts, uncles and nephews/nieces;
h) Two business establishments with a head office and permanent establishment relationship, or both being permanent establishments of a foreign organization or individual;
i) Enterprises subject to control by an individual through that individual’s capital contribution to the enterprise or direct participation in the management of the enterprise;
k) Other cases where an enterprise (including independently-accounting branches that file and pay corporate income tax) is in fact managed, controlled or directed in its business operations by the other enterprise;
l) An enterprise with transactions involving the transfer or receipt of capital contributions of at least 25% of the owner’s contributed capital of the enterprise in the tax period; lending, loans of at least 10% of the owner’s contributed capital at the time the transaction arises in the tax period, with individuals who manage or control the enterprise or with individuals with relationships as prescribed in point g of this clause;
m) A credit institution with its subsidiary, controlling company or associate company of the credit institution as prescribed in the Law on Credit Institutions No. 32/2024/QH15 (amended by Law No. 96/2025/QH15).
ANALYSIS, COMPARISON, SELECTION OF INDEPENDENT COMPARABLES AND TRANSFER PRICING METHODS
Article 6. Principles of comparability analysis
1. The comparability analysis of related-party transactions shall be conducted in accordance with the principle that the substance of activities and transactions determines tax liability, in order to determine the true nature of related-party transactions:
a) The true nature of a transaction shall be determined by cross-checking the legal contract or written agreements of the related parties with the actual conduct of those parties. Where a taxpayer enters into related-party transactions but has no written agreement, or the agreement is not consistent with the arm’s length principle, or the actual conduct is not consistent with the arm’s length principle between parties without a related party relationship, the related-party transaction must be determined in accordance with the true commercial nature between independent parties, in specific: a related party receiving revenue or profit from a related-party transaction with the taxpayer must have ownership rights and control over business risks with respect to the assets, goods, services, resources, rights generating economic benefits and rights generating income from shares, stocks and other financial instruments; and the taxpayer incurring costs from transactions with a related party must receive direct economic benefits or value, or contribute to the generation of revenue and added value for the taxpayer’s business operations consistent with the arm’s length principle;
b) The true nature of a transaction shall be determined by collecting information, evidence and data on the transaction and risks assumed by the related parties in their actual business operations.
2. Comparability analysis of related-party transactions with uncontrolled transactions:
a) The basis for cross-checking contracts, documents, agreements and economic, commercial and financial relationships in the taxpayer’s related-party transactions is the data and actual conduct of related-party transactions, to compare against business decisions that independent parties would accept under comparable conditions. The cross-checking principle applied in the comparability analysis gives precedence to the substance and reality of business operations and the risks assumed by the related parties over written agreements;
b) The comparability analysis must ensure comparability between the enterprise conducting uncontrolled transactions and the enterprise with related-party transactions, or between the uncontrolled transaction and the related-party transaction, with no differences that materially affect the price level, profit margin or profit allocation ratio between the parties. Where there are differences that materially affect the price level, profit margin or profit allocation ratio, such material differences must be analyzed, identified and eliminated through adjustments, by comparing the factors prescribed in Articles 7 and 10 of this Decree and in accordance with each transfer pricing method prescribed in Articles 13, 14 and 15 of this Decree.
Article 7. Selection of independent comparables
1. Selecting an internal comparable means selecting a transaction of the taxpayer itself with a party without a related party relationship, ensuring comparability with no differences that materially affect the price level, profit margin or profit allocation ratio between the parties. Where no comparable internal comparable exists, comparables shall be selected in accordance with points b and c of clause 4 Article 17 of this Decree. The comparison between related-party transactions and uncontrolled transactions shall be conducted on the basis of individual transactions for individual comparable products. Where transactions cannot be compared by product, the aggregation of transactions must be consistent with the substance and reality of business operations, and the application of the transfer pricing method shall be conducted in accordance with Articles 12, 13, 14 and 15 of this Decree.
2. The financial and business data of the comparables must be sufficiently reliable for use in transfer pricing disclosure and tax calculation purposes, consistent with accounting, statistical and tax regulations. The timing of the comparables’ transactions must coincide with the timing of the related-party transactions, or the comparables must have a financial year corresponding to the taxpayer’s financial year, except in special cases where it is necessary to extend the comparison period as prescribed in Article 9 of this Decree. The data format must allow for comparison and calculation of price levels at the time of the transaction or within the same tax period; the comparative data on profit margins or profit allocation ratios must cover at least three consecutive tax periods. For ratio and percentage values, the taxpayer shall round to two decimal places. Where a percentage is taken from published figures without accompanying absolute values and this rounding principle is not applied, the published figure shall be used with citation of source.
3. The minimum number of independent comparables to be selected after analysis, comparison and adjustment for material differences is as follows: one comparable where the related-party transaction or the taxpayer conducting the related-party transaction and the independent comparable have no differences; three comparables where the independent comparable has differences but there is sufficient information and data to eliminate all material differences; and five comparables where there is only information and data sufficient to eliminate most material differences of the independent comparable.
Article 8. Adjustment of the taxpayer’s price level, profit margin and profit allocation ratio
1. Where independent comparables with equivalent levels of comparability reliability have been found, with no differences or with differences for which there is sufficient information and data to eliminate all material differences:
a) Where the taxpayer’s price level, profit margin and profit allocation ratio fall within the arm’s length range of the comparable independent comparables, the taxpayer is not required to make adjustments to the price level, profit margin and profit allocation ratio to determine the transfer price;
b) Where the taxpayer’s price level, profit margin and profit allocation ratio do not fall within the arm’s length range of the comparable independent comparables, the taxpayer must identify a value within the arm’s length range that most closely reflects the related-party transaction, in order to adjust the related-party transaction’s price level, profit margin and profit allocation ratio without reducing taxable income or reducing the tax liability payable to the state budget by the taxpayer.
2. Where there is only information and data sufficient to eliminate most material differences of the independent comparable, a minimum of five independent comparables shall be selected and the interquartile range shall be applied in accordance with the guidance in Appendix V issued together with this Decree. The selection of a value within the interquartile range for adjustment and re-determination of the taxpayer’s price level, profit margin or profit allocation ratio shall be as follows:
a) Where the taxpayer’s price level, profit margin and profit allocation ratio fall within the interquartile range of the comparable independent comparables, the taxpayer is not required to make adjustments to the price level, profit margin and profit allocation ratio to determine the transfer price;
b) Where the taxpayer’s price level, profit margin and profit allocation ratio do not fall within the interquartile range of the comparable independent comparables, the taxpayer must identify a value within the interquartile range that most closely reflects the related-party transaction, in order to adjust the related-party transaction’s price level, profit margin and profit allocation ratio and determine taxable income and the tax payable, without reducing taxable income or reducing the tax liability payable to the state budget;
c) Where the tax authority carries out a tax assessment of the taxpayer’s price level, profit margin or profit allocation ratio, the assessed value shall be the median of the interquartile range.
3. Based on the transfer pricing method and the selected independent comparables, adjustments shall be made to the taxpayer’s price level, profit margin or profit allocation ratio to determine the taxpayer’s corporate income tax liability without reducing the tax liability payable to the state budget.
Article 9. Expanding the scope of the comparability analysis
1. For related-party transactions of a specific nature where no independent comparables can be found, the scope of the comparability analysis shall be expanded in terms of industry, geographic market and comparison period to search for independent comparables. The expansion of the scope of the comparability analysis shall be conducted as follows:
a) Independent comparables shall be selected according to the statistical economic sub-sector most closely comparable to the taxpayer’s operational sub-sector in the same local market and nationwide;
b) The geographic scope of comparison shall be expanded to countries in the region with comparable industry conditions and levels of economic development.
2. Where the scope of the analysis is expanded to select independent comparables in the above-mentioned areas, the comparability and qualitative and quantitative material differences must be analyzed in accordance with clause 6 Article 10 and Article 14 of this Decree, or data and figures of independent comparables from the preceding fiscal year shall be used, with adjustments made for material differences arising from the time factor (if any).
The period for which the collection of data and figures of independent comparables is extended shall not exceed one financial year relative to the taxpayer’s financial year where the transfer pricing method prescribed in Article 14 of this Decree is applied.
Article 10. Criteria for analysis, comparison and adjustment of material differences
1. The comparability analysis shall apply the method of cross-checking, reviewing and adjusting for material differences with respect to the following comparability factors for the purpose of selecting independent comparables: product characteristics of goods, services and assets (hereinafter abbreviated as product characteristics); functions performed, assets and business risks; contractual terms; and economic conditions at the time the transaction arises.
2. Product characteristics are the characteristics that affect the price of the product, comprising: characteristics of tangible goods such as physical characteristics, product type, quality, trademark of the product, reliability, availability and supply volume; characteristics of services such as the nature, complexity, expertise and scope of services; characteristics of intangible assets such as the form of transfer, type of asset, form of ownership, duration, degree of proprietary protection, time of transfer, rights transferred and benefits obtainable from the use of intangible assets.
a) Analysis of intangible assets and the capacity to allocate profit to related parties shall be based not only on legal ownership but must also consider all risk control activities and financial capacity to manage risks assumed throughout the entire development, enhancement, maintenance, protection and exploitation of intangible assets between related parties. The comparability analysis shall be based on certain characteristics of intangible assets such as exclusivity; scope and duration of legal protection; rights established under protection certificates, licenses and instruments of assignment of rights over intangible assets; geographic scope of rights over intangible assets; useful life; stage of development; rights to enhancement, modification and updating of intangible assets; and expected profit from intangible assets;
b) Analysis of the characteristics of intangible assets shall cover the matters required to identify the intangible assets used or transferred in the transaction and the specific, material economic risks assumed in relation to the development, enhancement, maintenance, protection and exploitation of intangible assets; to identify the contractual arrangements such as legal ownership of intangible assets, terms and conditions of the legal arrangement, registration, license agreements and related contracts, and associated risks assumed; to identify the party performing the functions of exploiting and using assets, and managing risks assumed in relation to the development, enhancement, maintenance, protection and exploitation of intangible assets; to identify the contractual terms agreed upon and the actual conduct of the parties; and to identify the actual related-party transactions involving the development, enhancement, maintenance, protection and exploitation of intangible assets, taking into account the legal ownership of the intangible assets and the related contractual relationships and rights, the actual conduct of the parties, and to determine the price of the transaction consistent with the contributions, functions performed, assets used and risks assumed by each party.
3. The functions performed, assets and business risks carried out by each party to the contract, and the assets and risks assumed in relation to opportunity costs, economic conditions, industry conditions, sectoral conditions and the geographic location of the taxpayer, shall be analyzed to identify the factors reflecting the capacity to earn profit from the activities and business practices that the taxpayer has conducted in connection with its functions and the use of relevant assets, capital and costs.
The results of the analysis shall reflect the principal functions in relation to the use of different types of assets, capital, opportunity costs and the risks assumed in connection with investment in those assets, capital and costs, and the capacity to earn profit that the taxpayer has realized in connection with the business transaction, in specific:
a) Key functions of the enterprise analyzed throughout the group’s value chain include research and development, such as performing contract research and development services, independent research and development, technological and engineering development, and product design; manufacturing, comprising independent manufacturing, licensed manufacturing, contract manufacturing, processing, assembly and equipment installation; procurement, materials management and other trading activities; distribution, comprising independent distribution, limited-risk distribution, commission agency, wholesale distribution and retail distribution; provision of support services such as legal, financial accounting, credit collection, training and human resources management; provision of transportation and warehousing services; brand development activities such as marketing, advertising, promotion, market research and other functions in the industry value chain;
b) Key assets of the enterprise include intangible assets such as technical know-how, copyright, business know-how, trade secrets, patents, and intangible assets related to commercial and marketing activities such as brands, brand building and recognition systems, customer lists, data and customer relationships; tangible assets such as factories, machinery and equipment; financial assets and economic rights and benefits from these assets in the course of their use and transfer;
c) Key risks assumed in business operations include strategic or market risks arising from implementing business strategies such as market entry, expansion or maintenance; infrastructure risks or inventory risks; financial risks such as credit risks and bad debt, foreign exchange risks; transaction risks such as price factors and payment terms in commercial transactions; product risks from development and design, manufacturing, quality management and after-sales services; business risks from capital investments and customer base; and force majeure risks.
Analysis of the risks assumed by the taxpayer in its business operations throughout the group’s value chain shall be conducted to identify material risks for the entire industry value chain, the capacity to control risks such as making risk management decisions and dealing with situations when these risks actually occur, comprising: identifying the principal economic risks; assessing the allocation and arrangement of risks assumed in the legal contracts or written agreements of the taxpayer; analyzing the functions of controlling and mitigating risks assumed as provided in legal contracts or written agreements; and reviewing and assessing the actual performance and allocation of risks assumed by the taxpayer in practice. Where there are differences in risk allocation between legal contracts or written agreements and actual practice, the tax authority shall reallocate risks and adjust the price level, profit margin and profit allocation ratio of the taxpayer based on the results of the risk analysis.
4. Contractual terms when conducting a transaction include certain terms relating to volume, transaction conditions or product distribution; duration, conditions and payment method; conditions for warranty, replacement, upgrade, modification or calibration of the product; conditions for business exclusivity, product distribution; and certain other economically significant conditions such as support services, quality inspection consultancy, usage instructions, advertising support and sales promotion.
a) Where the terms of the legal contract or written agreement do not fully reflect the actual conduct between related parties, the comparability analysis shall be conducted on the basis of a review of actual facts or financial data to determine the characteristics, economic substance and actual risks assumed by the parties;
b) Where related parties have not concluded a legal contract or written agreement, and have not recorded revenue or costs such as technical support, group synergies, sharing of business know-how or the use of seconded or concurrent personnel, the analysis shall be conducted to determine the nature of the transaction, the value of the transaction, the income generated from these transactions and the contribution of each related party. On that basis, a comparison shall be made against business decisions that independent parties would accept under comparable conditions, in order to re-characterize the taxpayer’s related-party transactions.
5. The economic conditions of the transaction and market conditions at the time the transaction occurs affect the price level, profit margin and profit allocation ratio of the parties.
a) Certain economic conditions at the time of the transaction include the scale and geographic location of the production and consumption market, the level of the market such as wholesale, ordinary retail or exclusive distribution; the degree of competition for the product in the market and the corresponding competitive positions of the seller and buyer; the availability of substitute goods; the level of supply and demand in the market generally and in each specific region; consumer purchasing power; economic factors affecting production and business costs arising at the place where the transaction occurs, such as tax incentive policies; government market regulatory policies; production costs, land costs, labor costs and capital costs; business cycles; and factors that positively affect the taxpayer’s price level, profit margin and profit allocation ratio, such as characteristics relating to location, advantage and cost savings based on geographic factors, local market characteristics, labor force, and the concentration of group synergies and specialization functions based on the contributions of all related parties participating in value creation;
b) Where the taxpayer and the comparables are not tax residents in the same country or territory, or do not supply goods or services in the same geographic market, the analysis of economic conditions shall include an analysis of the comparability of the markets in which the taxpayer and the comparables are resident, with regard to comparative advantages and location-specific advantages affecting competitive factors such as labor costs, raw material costs, transportation, land rental costs, training costs, subsidies, financial and tax incentive policies, infrastructure costs, market growth rates and market advantage characteristics such as population size, customers with strong spending growth potential, and other comparative advantage characteristics.
6. Analyzing, comparing and eliminating material differences means analyzing and eliminating qualitative and quantitative differences with respect to information or financial data that materially affect the factor used as the basis for determining the transfer price under each transfer pricing method prescribed in Articles 13, 14 and 15 of this Decree. Quantitative differences are differences expressed in absolute numbers relating to business cycles, the number of years the enterprise has been established and operating, or in relative numbers such as differences in financial indicators specific to the investment industry or functions performed, or differences in working capital; qualitative differences are information items determined on the basis of each transfer pricing method prescribed in Articles 13, 14 and 15 of this Decree.
a) Differences identified as material include: differences in product characteristics, contractual terms, functions performed, assets and risks assumed, industry and business conditions, and economic conditions of the taxpayer and the independent comparables; differences in policies, investment environment, and the impact of input costs for business production activities in local areas, nationwide and internationally;
b) Quantitative and qualitative differences must be reviewed and adjusted in accordance with the comparability factors that materially affect the transfer pricing method prescribed in Articles 13, 14 and 15 of this Decree.
7. The results of the comparability analysis are the basis for selecting independent comparables appropriate to each transfer pricing method prescribed in Articles 13, 14 and 15 of this Decree. Where the taxpayer does not make adjustments to the price level, profit margin or profit allocation ratio against the independent comparables on the grounds that qualitative and quantitative differences cause a material effect, the taxpayer must search for and re-select independent comparables to determine the most reliable and comparable interquartile range, and make adjustments to the transfer price in accordance with this Decree.
Article 11. Procedures for comparability analysis
1. The true nature of the related-party transaction shall be determined before conducting the comparability analysis with independent comparables.
2. A comparability analysis shall be conducted to search for and select comparable independent comparables on the basis of determining the comparison period, product characteristics and contractual terms; analyzing industry, market and economic conditions at the time the transaction arises; analyzing the related-party transaction and the taxpayer conducting it; the data sources; the transfer pricing method; and adjustments for material differences, in specific:
a) Determining the scope, items and comparability factors, comprising: the comparison period; analytical information on the taxpayer with respect to the comparability factors of functions performed, assets and risks assumed; product characteristics; contractual terms; economic conditions at the time the transaction arises; industry and market analysis; the business operating environment; goods, services and asset transactions of the parties, in order to select the related party for which transfer pricing determination is required in accordance with this Decree;
b) Evaluating and searching for comparables, comprising: prioritizing the review of internal comparables on the basis of verifying the reliability and independence of these comparables to ensure they are not arranged transactions that do not follow the arm’s length principle; establishing search criteria and identifying reliable data sources that may be used in accordance with Article 17 of this Decree to search for comparable independent comparables. Based on the analyzed information and a review of the availability of data on independent comparables, the transfer pricing method most appropriate to the nature of the business, commercial, financial and risk activities of the related party requiring transfer pricing determination shall be selected;
c) Analyzing the comparability and reliability of the selected independent comparables on the basis of reviewing and filtering qualitative and quantitative criteria; analyzing the economic, industry and financial data of the selected comparables to verify their comparability; identifying material differences and making adjustments for material differences. Based on the results of the selection of comparable independent comparables, the data and financial figures of the selected independent comparables shall be used to determine the basis for making adjustments to the taxpayer’s price level, profit margin and profit allocation ratio in accordance with Article 8 of this Decree.
3. The price level, profit margin or profit allocation ratio shall be determined based on the results of the analysis of the independent comparables, as the basis for comparison and application in determining the taxpayer’s corporate income tax liability, without reducing the tax liability payable to the state budget. The calculation method must be applied consistently throughout the business cycle and operating period consistent with the functions performed and business model as prescribed in Articles 12, 13, 14 and 15 of this Decree.
Article 12. Selection of the transfer pricing method
The comparative method for determining the price of related-party transactions (abbreviated as the transfer pricing method) shall be applied in a manner consistent with the arm’s length principle, the nature of the transaction and the functions performed by the taxpayer, on the basis of consistent calculation and application throughout the entire business cycle and operating period; based on the financial data of the independent comparables selected in accordance with the comparability analysis principles prescribed in Articles 6, 7, 8, 9 and 10 of this Decree. The transfer pricing method shall be selected from the methods prescribed in Articles 13, 14 and 15 of this Decree, based on the characteristics of the related-party transaction and the available data.
Article 13. Comparable uncontrolled price method (CUP method)
1. Cases where the comparable uncontrolled price method (CUP method) is applied
A taxpayer conducting related-party transactions for each type of goods, tangible assets or services with transaction and circulation conditions commonly found in the market, or with prices published on domestic and international commodity and service exchanges; transactions involving payment of royalties for the commercial exploitation of intangible assets; payment of interest in lending and loan activities; or where the taxpayer conducts both uncontrolled and related-party transactions for comparable products in terms of product characteristics and contractual terms.
2. Principles of application:
a) The CUP method shall be applied on the principle that there are no differences in product characteristics and contractual terms when comparing uncontrolled transaction prices and transfer prices that materially affect the product price. Where there are differences that materially affect the product price, such material differences must be eliminated;
b) The product characteristic and contractual term factors that materially affect the product price include: product characteristics, quality, brand, trademark and transaction scale and volume; contractual conditions for the supply and transfer of the product; volume, transfer period, payment period and other contractual conditions; distribution and consumption rights for goods, services and assets affecting the economic value and the market where the transaction takes place; and other factors affecting the product price, such as the economic conditions and functions performed by the taxpayer.
3. Determination method:
a) The product price in the related-party transaction shall be adjusted in accordance with the product price in the uncontrolled transaction or a value within the interquartile range of the independent comparables as prescribed in this Decree;
b) Where the product price is published on domestic and international commodity and service exchanges, the product price in the related-party transaction shall be determined on the basis of the published product price with comparable timing and transaction conditions;
c) A taxpayer purchasing machinery and equipment from a foreign related party must have documents and supporting documents evidencing that the purchase price of the machinery and equipment complies with the arm’s length principle at the time of purchase: for new machinery and equipment, the comparison price is the invoice price at which the related party purchased that machinery and equipment from an independent party; for used machinery and equipment, original invoices and supporting documents at the time of purchase must be available, and the asset value shall be re-determined in accordance with current regulations on the management, use and depreciation of fixed assets.
4. The results of transfer pricing determination shall be the price for tax filing purposes, for disclosure and determination of the taxpayer’s corporate income tax liability, without reducing the tax liability payable to the state budget.
Article 14. Comparison of the taxpayer’s profit margin against the profit margins of independent comparables
1. Cases where the method applies:
A taxpayer does not have databases and information to apply the CUP method prescribed in Article 13 of this Decree, or the taxpayer cannot compare transactions by product on the basis of individual transactions for individual comparable products, and aggregation of transactions is carried out to ensure consistency with the substance and reality of business operations and to select an appropriate profit margin of the independent comparables; or the taxpayer does not perform independent functions over the entire chain of production and business activities, or does not participate in the related-party transactions prescribed in Article 15 of this Decree, in specific:
a) The gross resale margin method (resale price method – RPM) applies where the taxpayer sells and resells products purchased from a related party to independent customers and does not create intangible assets associated with the products sold; does not participate in the development, enhancement, maintenance or protection of intangible assets owned by a related party and associated with the products sold; or does not perform processing, manufacturing, assembly, alteration of the nature or characteristics of the product, or affixing of trademarks to increase the value of the products. The RPM shall not apply to taxpayers that are distributors owning the group’s valuable intangible assets relating to brands, trademarks and other marketing-related intangibles such as customer lists, distribution channels, logos, images and brand recognition elements in market research, marketing and trade promotion activities, or that incur costs for establishing and designing distribution channels and brand recognition, or after-sales costs;
b) The gross profit markup on cost method (cost plus method) applies where the taxpayer does not own intangible assets and assume limited risks, performing contract manufacturing functions under contract or purchase orders, or performs processing, assembly, fabrication, manufacturing or equipment installation; procurement and supply of products; provision of services; or performs contract research and development for a related party. The cost plus method shall not apply to taxpayers that are independent manufacturers performing functions from product research and development to brand and trademark building, market strategy, product warranty and customer care;
c) The transactional net margin method (TNMM): The TNMM applies where the taxpayer does not have information to apply the CUP method; does not have data and information on the accounting methods of the independent comparables, or cannot find comparables with comparable functions and products, and therefore does not have a sufficient basis to apply the gross resale margin method or the gross profit markup on cost method; the taxpayer performs distribution or manufacturing functions and does not own intangible assets, or does not participate in the development, enhancement, maintenance, protection and exploitation of intangible assets, or does not fall within the cases where the transactional profit split method between related parties is applied as prescribed in clause 1 Article 15 of this Decree.
2. Principles of application:
a) The profit margin comparison method shall be applied on the principle that there are no differences in functions performed, assets, risks assumed, economic conditions or accounting methods when comparing between the taxpayer and the independent comparable that materially affect the profit margin. Where there are differences that materially affect the profit margin, such material differences must be eliminated;
Factors that materially affect the profit margin include: factors relating to assets, capital and costs; actual control and decision-making rights serving the performance of the taxpayer’s principal functions; the nature of the industry and business activities and the production and consumption market; accounting methods and cost structure of the product; economic conditions at the time of the transaction; commercial or financial relationships of the multinational enterprise group; technical support; sharing of business know-how; use of seconded or concurrent personnel; and economic conditions of the industry and business sector of the taxpayer, product characteristics and contractual terms;
b) In cases where the RPM applies: Differences that may materially affect the gross resale margin (net revenue) include costs reflecting the function of the enterprise as a sales agent, exclusive distributor or marketing distributor; the level of growth and development of the product consumption market; the taxpayer’s function in the supply chain, such as retail or wholesale; and the accounting methods of the parties;
c) In cases where the cost plus method applies: Differences that may materially affect the gross profit markup on cost include costs reflecting the functions performed by the enterprise, such as contract manufacturing under the direction of the parent company or provision of intra-group services; contractual performance obligations such as product transfer period, quality supervision costs, warehousing costs, payment conditions; and the accounting methods applied to the cost components of the taxpayer and the independent comparables;
d) In cases where the TNMM applies: Differences that may materially affect the net profit margin include differences in functions performed, assets, risks assumed, economic conditions, contractual terms and product characteristics as prescribed in Article 10 of this Decree.
A taxpayer conducting business with simple manufacturing and distribution functions, without strategic decision-making functions and generating low value-added transactions, not bearing inventory risks or market risks, and not generating revenue or costs from activities involving the exploitation of intangible assets, shall not bear losses arising from its business operations from these risks assumed.
3. Determination method:
The profit margin comparison method uses the gross profit margin or net profit margin of the selected independent comparables to determine the corresponding gross profit margin or net profit margin of the taxpayer. The selection of the profit margin, whether gross profit margin or net profit margin calculated on revenue, costs or assets, depends on the nature and economic conditions of the transaction, the functions performed by the taxpayer and the accounting methods of the parties. The basis for determining the profit margin is the taxpayer’s accounting data on revenue, costs or assets not controlled or determined by related parties.
a) Gross resale margin method (resale price method – RPM):
The purchase price of goods, services or assets (cost of goods sold) from the related party equals (=) the selling price (net revenue) of the goods, services or assets resold to an independent party minus (-) the gross profit on the selling price (net revenue) of the taxpayer, minus (-) certain other costs included in the purchase price: import duties; customs fees; international insurance and transportation costs (if any).
The gross profit on the selling price (net revenue) of the taxpayer as determined from the independent comparables equals (=) the taxpayer’s selling price (net revenue) multiplied by (x) the gross resale margin of the selected independent comparables.
The gross resale margin of the selected independent comparables is a value within the interquartile range of the gross resale margin of the selected independent comparables, to be adjusted in accordance with the principles prescribed in this Decree.
The purchase price from the related party (or cost of goods sold), adjusted against the independent comparable, is the price for tax filing purposes, to disclose and determine the taxpayer’s corporate income tax liability.
b) Gross profit markup on cost method (cost plus method):
The selling price (or net revenue) of goods, services or assets sold to a related party equals (=) the cost of goods, services or assets purchased from an independent party plus (+) the gross cost mark-up of the taxpayer.
The gross cost mark-up of the taxpayer as determined from the independent comparables equals (=) the taxpayer’s cost of goods multiplied by (x) the gross profit markup on cost of the selected independent comparables.
The gross profit markup on cost of the selected independent comparables is a value within the interquartile range of the gross profit markup on cost of the selected independent comparables, to be adjusted in accordance with the principles prescribed in this Decree.
The selling price to the related party (or net revenue), adjusted against the independent comparable, is the price for tax filing purposes, to disclose and determine the taxpayer’s corporate income tax liability.
c) Transactional net margin method (TNMM):
The EBIT margin on revenue, costs or assets of the taxpayer conducting related-party transactions shall be adjusted in accordance with the EBIT margin on revenue, costs or assets of the selected independent comparables, on the basis of which the taxpayer’s tax liability shall be adjusted and determined.
Net profit does not include the difference between revenue and costs from financial activities.
The net profit margin selected shall be a value within the interquartile range of the net profit margin of the selected independent comparables, to be adjusted to determine taxable income and the tax liability payable by the taxpayer in accordance with the principles prescribed in this Decree.
The EBIT margin indicators shall be determined in accordance with the law on accounting, tax administration and corporate income tax.
4. The results of the determination of the taxpayer’s adjusted profit margin are the basis for determining taxable income and the corporate income tax payable, without reducing the tax liability payable to the state budget.
Article 15. Transactional profit split method (PSM)
1. Cases where the method applies:
a) The taxpayer participates in related-party transactions that are unique, integrated and closed within the group, new product development activities, the use of proprietary technology, participation in the group’s proprietary transaction value chain, or the development, enhancement, maintenance, protection and exploitation of proprietary intangible assets, where there is no basis for determining prices between related parties, or closely related transactions conducted simultaneously, or complex financial transactions involving multiple financial markets worldwide;
b) The taxpayer participates in digital economy transactions where there is no basis for determining prices between related parties, or participates in creating added value derived from group synergies;
c) The taxpayer performs independent functions throughout the entire production and business process and does not fall within the cases prescribed in clause 1 Article 13 and clause 1 Article 14 of this Decree.
2. Principles of application:
The PSM is a method for allocating the total profit earned in order to determine the taxpayer’s profit from participation in the value chain. The PSM shall be applied to: the total actual and potential profit earned, determined from financial data on the basis of reasonable and valid supporting documents; and the value and profit of the transaction shall be determined in accordance with the same accounting method throughout the period of application of the PSM.
3. Determination method:
The taxpayer’s adjusted profit shall be allocated out of the total profit earned, comprising the actual and potential profit of all parties participating in the transaction chain.
The taxpayer’s adjusted profit comprises the total routine return and residual profit. The routine return is determined using the profit margin comparison method prescribed in Article 14 of this Decree. The residual profit is determined according to the profit allocation ratio based on one or more factors such as the revenue, costs, assets or human resources of the related parties participating in the transaction, consistent with the arm’s length principle.
Where there is insufficient information and data to allocate the adjusted profit as prescribed above, the allocation may be based on one or more factors such as the revenue, costs, assets or human resources of the related parties participating in the transaction, consistent with the arm’s length principle.
4. The results of the determination of the taxpayer’s adjusted profit are the basis for determining taxable income and the corporate income tax payable, without reducing the tax liability payable to the state budget.
DETERMINATION OF DEDUCTIBLE EXPENSES FOR ENTERPRISES HAVING RELATED-PARTY TRANSACTIONS; RIGHTS AND OBLIGATIONS OF TAXPAYERS IN TRANSFER PRICING DISCLOSURE AND PREPARATION OF TRANSFER PRICING DOCUMENTATION; RESPONSIBILITIES OF TAXPAYERS IN RELATION TO COUNTRY-BY-COUNTRY REPORTS
Article 16. Determination of deductible expenses for enterprises having related-party transactions
1. Costs of related-party transactions that are not consistent with the nature of uncontrolled transactions, or that do not contribute to the generation of revenue or income for the taxpayer’s business operations, shall not be included in deductible expenses when determining taxable corporate income in the period, comprising:
a) Costs paid to a related party that does not perform any production or business activities related to the taxpayer’s industry or business operations, and has no related rights or obligations with respect to the assets, goods or services supplied to the taxpayer;
b) Costs paid to a related party that has production or business activities, but whose scale of assets, number of employees and production and business functions are disproportionate to the value of the transaction that the related party receives from the taxpayer;
c) Costs paid to a related party that is a tax resident of a country or territory that does not levy corporate income tax, and that does not contribute to the generation of revenue or added value for the taxpayer’s business operations.
2. Service costs between related parties:
a) Except for the costs prescribed in point b of this clause, a taxpayer may deduct service costs from taxable income in the period if all of the following conditions are met: the service provided has commercial, financial and economic value and directly serves the taxpayer’s business operations; the service from related parties is confirmed to have been provided under conditions and circumstances similar to those for which independent parties would pay for such services; the service fee is paid on the basis of the arm’s length principle and the transfer pricing method, or the allocation of service fees between related parties must be applied consistently throughout the group for similar types of services, and the taxpayer must provide contracts, supporting documents, invoices and information on the calculation method, allocation factors and the group’s pricing policy for the services provided.
In cases involving centers performing specialization and group synergies value-creating functions, the taxpayer must determine the total value created by these functions, and identify a profit allocation amount consistent with the value contributed by the related parties, after deducting (-) the corresponding service fee for the related party performing the coordination and service provision function of an uncontrolled transaction of a comparable nature;
b) Service costs that shall not be deducted when determining taxable income include: costs arising from services provided solely to serve the interests or create value for other related parties; services serving the interests of shareholders of a related party; duplicative service charges by multiple related parties for the same type of service where no added value to the taxpayer can be identified; services that are in substance benefits received by the taxpayer by virtue of being a member of a group; and costs added by a related party in relation to services provided by a third party through a related party intermediary that adds no added value to the service.
3. Total deductible interest expense when determining taxable corporate income for enterprises having related-party transactions:
a) Total interest expense net of deposit interest and lending interest arising in the period of the taxpayer that is deductible when determining taxable corporate income shall not exceed 30% of the total net profit from business operations in the period plus interest expense net of deposit interest and lending interest arising in the period plus depreciation expense arising in the period of the taxpayer;
b) The portion of interest expense that is not deductible under point a of this clause shall be carried forward to the next tax period when determining total deductible interest expense, in cases where the total deductible interest expense arising in the next tax period is lower than the limit prescribed in point a of this clause. The period for carrying forward interest expense on a continuous basis shall not exceed five years from the year following the year in which the non-deductible interest expense arises;
c) The provisions of point a of this clause shall not apply to loans of taxpayers that are credit institutions under the Law on Credit Institutions No. 32/2024/QH15 (amended by Law No. 96/2025/QH15); insurance business organizations under the Law on Insurance Business No. 08/2022/QH15 (amended by Law No. 139/2025/QH15); official development assistance (ODA) loans and Government concessional loans under the mechanism whereby the Government borrows abroad and on-lends to enterprises; loans for national target programs (the new rural program and sustainable poverty reduction); loans for programs and projects implementing the State’s social welfare policies (resettlement housing, workers’ housing, student housing, social housing and other public welfare projects);
d) The taxpayer shall disclose the interest expense ratio for the tax period in accordance with Appendix I issued together with this Decree.
Article 17. Databases used in transfer pricing disclosure, determination and management
1. Databases used by taxpayers in transfer pricing disclosure and determination comprise:
a) Commercial databases as prescribed in clause 15 Article 4 of the Law on Tax Administration No. 108/2025/QH15 and legal normative documents on tax administration;
b) Information and data of enterprises publicly disclosed on the securities market;
c) Information and data published on domestic and international commodity and service exchanges;
d) National database information; information published by domestic ministerial agencies or other official sources.
2. Databases used by tax authorities in transfer pricing management comprise:
a) The databases prescribed in clause 1 of this Article;
b) Tax administration databases as prescribed in clause 2 Article 35 of the Law on Tax Administration No. 108/2025/QH15 and legal normative documents on tax administration.
3. Databases shall be used in the following order of priority:
a) Information and data of enterprises publicly disclosed on the securities market; information and data published on domestic and international commodity and service exchanges; national database information; information published by domestic ministerial agencies or other official sources;
b) Commercial databases;
c) Tax administration databases.
The use of the database priority order as prescribed in this clause must be consistent with the comparability analysis principles in Article 6 of this Decree.
4. Analysis and selection of independent comparables for the purpose of analyzing and determining the arm’s length range shall comply with the comparability analysis principles and transfer pricing methods prescribed in this Decree, in the following order of priority for selection of comparative data:
a) Internal comparables of the taxpayer;
b) Comparables resident in the same country or territory as the taxpayer;
c) Comparables in countries in the region with comparable industry conditions and levels of economic development.
Where foreign comparables in other geographic markets are selected, the comparability and qualitative and quantitative material differences must be analyzed in accordance with Articles 9 and 10 of this Decree.
Article 18. Rights and obligations of taxpayers in transfer pricing disclosure and preparation of transfer pricing documentation
1. Rights of the taxpayer
The rights of the taxpayer in transfer pricing disclosure and determination shall be exercised in accordance with clause 1 Article 37 of the Law on Tax Administration No. 108/2025/QH15.
2. Obligations of the taxpayer
The obligations of the taxpayer in transfer pricing disclosure and determination shall be fulfilled in accordance with clause 2 Article 37 of the Law on Tax Administration No. 108/2025/QH15 and the following provisions:
a) Transfer pricing disclosure and determination shall not reduce the corporate income tax liability payable in Vietnam;
b) Demonstrate the conduct of comparability analysis and selection of the transfer pricing method;
c) Disclose information on related party relationships and related-party transactions in accordance with Appendix I, Appendix II and Appendix III issued together with this Decree, and submit together with the annual CIT return;
d) Prepare, retain and provide transfer pricing documentation comprising information, records, documents, figures and supporting documents as follows:
d.1) Information on related party relationships and related-party transactions in accordance with Appendix I issued together with this Decree;
d.2) Local File in accordance with the list of required information items and documents prescribed in Appendix II issued together with this Decree;
d.3) Master File in accordance with the list of required information items and documents prescribed in Appendix III issued together with this Decree;
d.4) Country-by-Country Report (CbCR) of the Ultimate Parent Entity as prescribed in Article 19 and Appendix IV issued together with this Decree.
3. Transfer pricing documentation shall be prepared before the date of the annual CIT return filing, and must be retained and presented upon request for information by the tax authority.
Transfer pricing documentation and related information, documents and supporting documents provided by the taxpayer to the tax authority shall be subject to the law on tax administration. The data, supporting documents, and documents used as the basis for the comparability analysis and transfer pricing determination must clearly state their source. Where the data of independent comparables consists of accounting figures, the taxpayer shall retain and provide them to the tax authority in electronic format, in spreadsheet format.
4. The taxpayer shall be responsible for providing complete and accurate information and be held legally liable for the information and documents in the transfer pricing documentation upon request by the tax authority during the pre-examination consultation as prescribed in Article 21 of this Decree. The deadline for providing transfer pricing documentation shall not exceed 30 working days from the date of receiving the written request from the tax authority. Where the taxpayer has justifiable reasons, the deadline for providing transfer pricing documentation may be extended once by not more than 15 working days from the expiry date.
5. Consultancy companies, independent audit firms or organizations providing tax procedure services (hereinafter referred to as tax agents) acting as representatives of taxpayers in preparing transfer pricing documentation shall be responsible for complying with the tax administration law for enterprises having related party relationships as prescribed in this Decree, and shall bear legal responsibility in accordance with regulations.
Article 19. Responsibilities of taxpayers in relation to Country-by-Country Reports
1. A taxpayer that is the Ultimate Parent Entity in Vietnam with total consolidated global revenue in the financial year immediately preceding the reporting year equivalent to EUR 750 million or more must prepare and file a Country-by-Country Report (CbCR) in accordance with Appendix IV issued together with this Decree with the tax authority.
2. A taxpayer in Vietnam whose Ultimate Parent Entity is located abroad and has total consolidated global revenue in the financial year immediately preceding the reporting year equivalent to EUR 750 million or more shall have the following obligations in relation to the CbCR:
a) The taxpayer shall not be required to file a CbCR with the Vietnamese tax authority in the following cases:
a.1) The Ultimate Parent Entity has an obligation to prepare and file a CbCR in the country or territory of its residence, and this report is automatically exchanged with the Vietnamese tax authority under a Competent Authority Agreement (CAA);
The taxpayer in Vietnam shall send a Notification on the entity filing the CbCR to the Vietnamese tax authority as prescribed in point d of this clause.
a.2) The Ultimate Parent Entity designates a Surrogate Parent Entity to file the CbCR in the country or territory where that entity is a tax resident, no later than the last day of the financial year of the Ultimate Parent Entity, and all of the following conditions are met:
a.2.1) The country or territory where the Surrogate Parent Entity is a tax resident requires the filing of CbCRs;
a.2.2) That country or territory has a Competent Authority Agreement (CAA) in force with Vietnam at the time the report is due;
a.2.3) That country or territory is not subject to a Systematic Failure;
a.2.4) The Surrogate Parent Entity has notified the competent authority in the country or territory where it is a tax resident of its status as the Surrogate Parent Entity, in accordance with the law of that country or territory, where required;
a.2.5) The taxpayer in Vietnam sends a Notification on the entity filing the CbCR to the Vietnamese tax authority as prescribed in point d of this clause, together with the written designation from the Ultimate Parent Entity;
Where the conditions prescribed in point a.2 of this clause are not met, the taxpayer must fulfill the obligation to file a CbCR as prescribed in point b of this clause.
b) The taxpayer shall only be required to file a CbCR with the tax authority in one of the following cases:
b.1) The Ultimate Parent Entity has no obligation to prepare and file a CbCR in the country or territory where the Ultimate Parent Entity is a tax resident;
b.2) The country or territory where the Ultimate Parent Entity is a tax resident has an international tax treaty or international agreement with Vietnam but has no Competent Authority Agreement (CAA) in force with Vietnam at the time the report is due;
b.3) The country or territory where the Ultimate Parent Entity is a tax resident has a Competent Authority Agreement (CAA) with Vietnam but a Systematic Failure has occurred, and this situation has been notified to the taxpayer in Vietnam.
The taxpayer shall not be required to file a CbCR under point b of this clause where the Ultimate Parent Entity has no obligation to prepare and file a CbCR in its country or territory of residence because the group’s total consolidated global revenue as reported in the consolidated financial statements for the financial year immediately preceding the reporting year is below the filing threshold required by that country or territory, arising from differences in revenue thresholds, exchange rates or revenue determination principles between countries or territories.
The requirement to file a CbCR under point b of this clause shall only be imposed when Vietnam meets the conditions on information confidentiality, consistency and use of information for proper purposes as prescribed in point h clause 2 Article 30 of the Law on Tax Administration No. 108/2025/QH15. The tax authority shall publicly disclose its compliance with these conditions on the tax sector’s official website.
Where the MNE group has more than one taxpayer in Vietnam and the Ultimate Parent Entity has issued a written designation of one taxpayer in Vietnam to file the CbCR, the designated taxpayer shall be responsible for filing the Notification on the entity filing the CbCR as prescribed in point d of this clause together with the written designation, and for fulfilling the obligation to file the CbCR with the tax authority.
c) A taxpayer in Vietnam designated by the Ultimate Parent Entity as the Surrogate Parent Entity to file the CbCR shall be responsible for preparing and filing the CbCR in accordance with Appendix IV issued together with this Decree with the tax authority. The designated taxpayer shall be responsible for filing the Notification on the entity filing the CbCR as prescribed in point d of this clause, together with the written designation.
d) The taxpayer shall be obliged to file a Notification on the entity filing the CbCR with the tax authority using Form No. 01/TB-BCLN issued together with this Decree.
Where the MNE group has more than one taxpayer in Vietnam and the foreign Ultimate Parent Entity has designated one taxpayer in Vietnam to file the Notification, the designated taxpayer shall be obliged to file the Notification together with the written designation.
From the date this Decree comes into force, the taxpayer shall only be required to file a Notification on the entity filing the CbCR once, upon the first arising of obligations in relation to the CbCR. The deadline for filing the Notification shall be no later than the last day of the financial year of the Ultimate Parent Entity for the reporting year. Where there is a change in information in the most recently filed Notification on the entity filing the CbCR, including the termination of the obligation to file the CbCR, the taxpayer shall be responsible for filing a Notification to update the information with the tax authority within 90 days from the date the change arises.
3. The deadline for filing the CbCR shall be no later than 12 months from the last day of the financial year of the Ultimate Parent Entity for the reporting year.
4. The CbCR shall be filed in encrypted XML format.
5. The Notification and the CbCR shall be filed through the Tax Administration Information System.
6. The exchange rate for determining the consolidated revenue threshold shall be the central exchange rate or the average cross-rate for December of the year immediately preceding the reporting year, as published by the State Bank of Vietnam.
Article 20. Cases where taxpayers are exempt from transfer pricing disclosure and exempt from preparing transfer pricing documentation
1. A taxpayer shall be exempt from transfer pricing disclosure under Sections III and IV of Appendix I issued together with this Decree, and exempt from preparing transfer pricing documentation as prescribed in this Decree, where transactions arise only with related parties that are taxpayers subject to corporate income tax in Vietnam, apply the same corporate income tax rate as the taxpayer, and neither party enjoys corporate income tax incentives in the tax period; however, the taxpayer must disclose the grounds for exemption in Sections I and II of Appendix I issued together with this Decree.
2. A taxpayer shall be required to fulfill transfer pricing disclosure in accordance with Appendix I issued together with this Decree but shall be exempt from preparing transfer pricing documentation in the following cases:
a) The taxpayer has related-party transactions but the total revenue arising in the tax period is below VND 50 billion and the total value of all related-party transactions arising in the tax period is below VND 30 billion;
b) The taxpayer has concluded an Advance Pricing Agreement (APA) and fulfills the annual report filing obligation in accordance with the law on Advance Pricing Agreements. For related-party transactions not within the scope of the APA, the taxpayer shall be responsible for fulfilling transfer pricing disclosure obligations as prescribed in Article 18 of this Decree;
c) The taxpayer conducts business operations that generate no revenue or costs from the exploitation and use of intangible assets, has revenue below VND 500 billion, and applies an EBIT margin on net revenue (excluding the difference between revenue and costs from financial activities) as follows:
c.1) Distribution: five percent (5%) or above;
c.2) Manufacturing: ten percent (10%) or above;
c.3) Processing: fifteen percent (15%) or above.
Where the taxpayer separately monitors and accounts for revenue and costs for each sector, the EBIT margin on net revenue corresponding to each sector shall be applied.
Where the taxpayer separately monitors and accounts for revenue but does not separately monitor and account for costs arising in each sector of its business operations, costs shall be allocated in proportion to the revenue of each sector for the purpose of applying the EBIT margin on net revenue corresponding to each sector.
Where the taxpayer does not separately monitor and account for revenue and costs for each sector of its business operations for the purpose of determining the EBIT margin on net revenue corresponding to each sector, the EBIT margin on net revenue of the sector with the highest margin shall be applied.
Where the taxpayer does not apply the EBIT margin prescribed in this point, the taxpayer must prepare transfer pricing documentation in accordance with regulations.
3. For taxpayers exempt from transfer pricing disclosure and from preparing transfer pricing documentation as prescribed in clauses 1 and 2 of this Article, the determination of total deductible interest expense when determining taxable corporate income for enterprises having related-party transactions shall be carried out in accordance with clause 3 Article 16 of this Decree.
Article 21. Responsibilities and powers of tax authorities in transfer pricing management
1. Risk management shall be applied in tax administration for transfer pricing in accordance with tax law.
a) Managing and using information of taxpayers with related-party transactions for risk management purposes;
b) Applying risk management in planning examinations of enterprises having related party relationships and related-party transactions;
c) Managing and using taxpayers’ CbCRs for risk management purposes, and exchanging information in accordance with Vietnam’s obligations under international tax agreements, without using the CbCR to adjust or assess transfer prices.
2. The tax authority shall, on the basis of the comparability analysis principles, transfer pricing principles and methods prescribed in this Decree and the tax declaration information of enterprises having related-party transactions, carry out tax assessments in the following cases:
a) The taxpayer violates tax law but maintains full compliance with accounting, invoice and supporting instrument requirements: The assessment of revenue, costs or taxable income to determine tax liability shall be conducted in accordance with the comparability analysis principles, transfer pricing principles and methods, and databases used in transfer pricing management as prescribed in this Decree;
b) Other cases as prescribed in Article 24 of the Law on Tax Administration No. 108/2025/QH15 and legal normative documents on tax administration;
c) The tax authority shall enable the taxpayer to demonstrate and explain the data and figures of independent comparables used in the transfer pricing documentation.
3. The tax authority has the right to determine the price level, profit margin, profit allocation ratio, taxable income or corporate income tax payable against a taxpayer that does not comply with transfer pricing disclosure and determination regulations, or does not provide or provides incomplete information and data for transfer pricing disclosure and determination, in the following cases:
a) The taxpayer fails to file, files incomplete information, files inaccurate information, or fails to submit Appendix I issued together with this Decree;
b) The taxpayer provides incomplete transfer pricing documentation information as prescribed in Appendix II and Appendix III issued together with this Decree, or fails to present transfer pricing documentation and the data, supporting documents and documents used as the basis for the comparability analysis and transfer pricing determination upon request by the tax authority within the deadline prescribed in this Decree. Information in the transfer pricing documentation is considered material if it affects the results of the analysis for the selection of comparable independent comparables, the transfer pricing method, or the results of the adjustment of the taxpayer’s price level, profit margin or profit allocation ratio;
c) The taxpayer uses inaccurate or untrue information on uncontrolled transactions for the comparability analysis, transfer pricing disclosure and determination, or relies on documents, data and supporting documents that are unlawful, invalid or that do not clearly state their source, to determine the price level, profit margin or profit allocation ratio applied to related-party transactions;
d) The taxpayer commits violations of the transfer pricing determination provisions in Article 20 of this Decree;
dd) Databases used for tax assessment shall be those prescribed in Article 17 of this Decree.
4. The tax authority shall be responsible for maintaining the confidentiality of information provided by the taxpayer in relation to transfer pricing determination as prescribed in this Decree. The provision of information to agencies and organizations shall be carried out in accordance with clause 5 of this Article.
5. Where the examination of transfer pricing gives rise to issues concerning mechanisms and policies related to specialized industries and sectors, the tax authority shall seek the opinions of relevant agencies, organizations and individuals, in specific:
a) Specialized regulatory agencies, organizations and professional associations;
b) The tax authority shall be responsible for providing records, information and documents relating to transfer pricing determination to the specialized agencies and organizations from which opinions are sought. The agencies and units from which opinions are sought shall be responsible for maintaining the confidentiality of information in accordance with the law.
6. The tax authority shall exchange information with taxpayers and the Tax Authority of the Partner Jurisdiction through pre-examination consultation procedures before, during and after the transfer pricing examination, as follows:
a) Where, through the application of risk management in tax administration for transfer pricing, the tax authority considers it necessary to exchange information in advance with the taxpayer regarding the information in Appendix I issued together with this Decree and the taxpayer’s transfer pricing documentation, the tax authority shall send an official dispatch requesting that a pre-examination consultation be organized with the taxpayer to exchange and provide in advance information on the taxpayer’s transfer pricing documentation in accordance with this Decree;
b) Where the tax authority needs to communicate and exchange information with the Tax Authority of the Partner Jurisdiction regarding the CbCR and other related information, the relevant Tax Treaty procedures for bilateral consultation and information exchange shall be followed. Where necessary, the tax authority shall notify the taxpayer in writing of the suspension of the examination in order to exchange information with the Tax Authority of the Partner Jurisdiction in accordance with tax law.
7. A tax authority implementing the automatic exchange of information (AEOI) mechanism shall maintain the confidentiality of information in accordance with the international treaties and international agreements on taxation to which Vietnam is a member or a signatory party, and in accordance with the standards of the Global Forum on Transparency and Exchange of Information for Tax Purposes. On an annual basis, the tax authority shall publish the list of foreign tax authorities implementing automatic exchange of information for CbCRs and any Systematic Failure (if any) on the tax sector’s official website.
8. The tax authority shall make corresponding adjustments to transfer pricing determinations in accordance with the bilateral consultation procedures prescribed in the relevant Tax Treaties.
9. Where the tax authority has concluded an Advance Pricing Agreement (APA), the tax authority shall be responsible for:
a) Managing and examining related-party transactions not within the scope of the APA in accordance with risk management principles;
b) Managing and examining the taxpayer’s compliance with the concluded APA in accordance with regulations.
10. Compliance management and support for taxpayers with related-party transactions
a) The tax authority shall develop and implement a voluntary compliance support program for enterprises having related-party transactions, on the basis of risk management, consistent with the capacity of the tax sector’s database system and the law on tax administration;
b) The tax authority shall, on the basis of taxpayer declaration data, publish industry profit margins by sector, local area or taxpayer group, to support taxpayers in transfer pricing disclosure and determination in accordance with the arm’s length principle;
c) The tax authority shall support taxpayers in improving compliance and reducing risks in transfer pricing disclosure and determination when participating in the voluntary compliance support program;
d) The tax authority shall be responsible for maintaining the confidentiality of information and data provided by taxpayers when participating in the voluntary compliance support program in accordance with the law.
Article 22. Responsibilities of ministries, ministerial agencies and People’s Committees of provinces and centrally-affiliated cities
1. The Ministry of Finance, within the scope of its duties and powers, shall be responsible for:
a) Performing state management of tax for enterprises having related party relationships and related-party transactions as prescribed in this Decree;
b) Taking charge and cooperating with press agencies and ministries and sectors within the scope of their duties and powers to carry out information and public communication activities for state management of tax for enterprises having related-party transactions;
c) Examining compliance with tax regulations for enterprises having related-party transactions as prescribed in this Decree.
2. The State Bank of Vietnam, within the scope of its duties and powers, shall be responsible for:
a) Cooperating in providing information and data on foreign loans and debt repayments of specific enterprises having related-party transactions based on a list requested by the tax authority, including data on loan amounts, interest rates, interest and principal payment schedules, actual drawdowns, debt repayments (principal and interest) and other relevant information (if any);
b) Cooperating in providing information upon request by the tax authority regarding information that has not been publicly disclosed in accordance with the Law on Credit Institutions No. 32/2024/QH15 (amended by Law No. 96/2025/QH15).
3. The Ministry of Science and Technology and the Ministry of Agriculture and Environment, within the scope of their respective duties and powers, shall be responsible for:
a) Cooperating in providing databases relating to technology transfer agreements; industrial property rights transfer agreements; transfer of registration rights and assignment of ownership rights over plant varieties; intellectual property registration records upon the establishment of industrial property rights and plant variety rights, and providing information to the tax authority when opinions are sought, for the purpose of tax management of enterprises having related-party transactions;
b) Cooperating in providing databases on enterprises licensed to operate in sectors within their management scope, and information on related-party transactions in the digital economy sector upon request by the tax authority;
c) The provision, connectivity and sharing of information and data in electronic transactions between the Ministry of Science and Technology and the tax authority shall be carried out in accordance with Decree No. 194/2025/ND-CP elaborating certain articles of the Law on Electronic Transactions on national databases, data connectivity and sharing, and open data for electronic transactions of regulatory agencies.
4. The Ministry of Industry and Trade, within the scope of its duties and powers, shall be responsible for:
Cooperating in providing databases on transaction prices of goods on domestic commodity exchanges and information within the management functions and duties of the Ministry of Industry and Trade upon request by the tax authority.
5. People’s Committees of provinces and centrally-affiliated cities, within the scope of their respective duties and powers, shall be responsible for organizing the development, management, connectivity and sharing of databases in their specialized management sectors to serve tax management of enterprises having related-party transactions in accordance with the law.
6. Ministries and sectors, within the scope of their respective duties and powers, shall be responsible for cooperating with the Ministry of Finance to implement this Decree.
1. This Decree comes into force as of July 1, 2026 and shall apply from the corporate income tax period of 2026.
2. Decree No. 132/2020/ND-CP dated November 5, 2020 on tax management for enterprises having related-party transactions and Decree No. 20/2025/ND-CP dated February 10, 2025 of the Government on tax management for enterprises having related-party transactions shall cease to be in force from the date this Decree comes into force.
3. Enterprises eligible for transitional treatment under Article 3 of Decree No. 20/2025/ND-CP shall continue to receive such transitional treatment for the remaining period as prescribed in Article 3 of Decree No. 20/2025/ND-CP.
Article 24. Responsibilities for implementation
1. The Ministry of Finance shall take charge and cooperate with relevant ministries, sectors and People’s Committees of provinces and centrally-affiliated cities to implement this Decree.
2. Ministers, heads of ministerial agencies, Presidents of People’s Committees of provinces and centrally-affiliated cities, and relevant organizations and individuals shall implement this Decree./.
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ON BEHALF OF THE GOVERNMENT Nguyen Van Thang |
