Tax planning for foreign-invested companies in Vietnam: investment incentives under the 2025 corporate income tax law, profit repatriation, restructuring, global minimum tax exposure and tax examinations.
Part of Viettonkin's Accounting and Tax services
Newly licensed foreign-invested projects in Vietnam numbered 4,054 in 2025, with registered capital of USD 17.32 billion, up 20.1 percent in number but down 12.2 percent in value from 2024. For each of those projects the corporate income tax position was shaped largely by decisions taken before the licence was issued, and in 2025 the law that sets those incentives was rewritten.
Tax compliance reports what has already happened. Tax advisory deals with what is about to happen: the structure of an investment, the route by which profits leave Vietnam, a reorganisation of entities or the response to a tax examination. The distinction matters because in Vietnam many tax consequences follow from choices that are hard to reverse once made, such as the business lines registered, the location of the project and the way related-party charges are documented.
Three developments make that planning more consequential now. The Law on Corporate Income Tax 67/2025/QH15 took effect on 1 October 2025 and applies from the 2025 tax period, changing where incentives are available and removing standard industrial zones from the list of incentivised locations. The global minimum tax under Resolution 107/2023/QH15 and Decree 236/2025/ND-CP applies from the 2024 fiscal year to large multinational groups. And from 1 July 2026 a new tax administration law, a new decree on related-party transactions and restated profit remittance conditions changed the procedural ground on which positions are defended.
Advice is only useful if it is carried through. Our advisory work is done alongside the accounting and compliance teams that record and file the same positions, so that what is planned is reflected consistently in the books, the returns and the supporting documentation.
The two services work on the same company from opposite directions. Seeing the difference side by side helps decide which one a situation needs, and often it needs both.
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| Aspect | Tax compliance | Tax advisory |
|---|---|---|
| Purpose | Prepares and files the routine returns accurately and on time. | Analyses the tax effect of a transaction, structure or investment before it is entered into. |
| Timing | Looks back at transactions that have already happened. | Looks forward, while the options are still open. |
| Typical questions | Is this input tax creditable? What must be withheld on this payment? What is due this quarter? | Which location and business lines qualify for incentives? How should profits return to the parent? What does a reorganisation cost in tax? |
| Output | Declarations, payments, reconciliations and filing records. | Written analysis, modelled options and a documented position the compliance team can apply consistently. |
Incentives remain one of the main reasons the corporate income tax cost of two similar projects in Vietnam can differ. Under the 2025 law, the route to them runs through the sector and the qualifying area rather than a zone label.
Vietnam's corporate income tax incentives combine a preferential rate for a defined period with periods of exemption and reduction. Under the Law on Corporate Income Tax 67/2025/QH15 the most favourable treatment is a rate of 10 percent for 15 years, available to qualifying new projects in fields such as high technology, supporting industries and certain infrastructure, to projects in areas with extremely difficult socio-economic conditions, and to high technology and science and technology enterprises. A rate of 17 percent for 10 years applies to a separate list: new projects in certain further sectors, new projects in areas with difficult socio-economic conditions, and new projects in economic zones located outside the areas that qualify for incentives. Exemption and reduction periods reach four years of exemption followed by nine years at a 50 percent reduction for the most favoured categories, and two years of exemption followed by four years at a 50 percent reduction for others.
Location now works differently. The 2025 law lists economic zones, high-tech parks, high-tech agricultural zones and digital technology parks among the qualifying areas, but a standard industrial zone is no longer an incentivised location in its own right. An investor who assumed that choosing an industrial zone secured an incentive needs to test the project against the sector and area criteria instead, and a project that already holds incentives granted under earlier rules should confirm how the transitional provisions apply to it.
The practical point is sequence. Eligibility depends on the business lines registered, the location, the scale of the investment and the technology involved, and those are fixed in the investment documents. We assess the incentive position before the licence application, model the corporate income tax cost of the realistic alternatives, and after licensing track the conditions that have to be maintained for the entitlement to hold.
Getting cash back to the parent is where the structure of an investment becomes visible. The route chosen affects Vietnamese tax, withholding, documentation and timing all at once.
Decree 252/2026/ND-CP provides that a foreign investor may remit annual profits only after the financial year has ended, the Vietnamese company has submitted its audited financial statements and corporate income tax finalisation, and all tax, late payment interest and penalties have been settled. No remittance may be made for a profitable year if the audited statements still show accumulated losses after loss carry forward.
Profits can leave Vietnam as distributions out of after-tax profit, or during the year as management fees, royalties, technical service charges or interest paid to group companies. The second route reduces Vietnamese taxable profit but brings foreign contractor tax, transfer pricing documentation and deductibility tests into play, so the choice is a comparison of total cost and defensibility rather than of a single rate.
Royalties, interest and service charges paid to foreign group companies are subject to foreign contractor tax, and a double taxation agreement may reduce it where its conditions are met. The treaty relief application is now filed with the first declaration dossier, so the treaty analysis belongs at the contract stage.
A service charge is deductible only if the Vietnamese company can show that it received a service it needed at an arm's length price. Charges that duplicate local functions or that cannot be evidenced are the ones exposed in an examination, which is why the evidence of benefit is gathered as the service is delivered.
Because remittance follows the audit and the finalisation, the year end timetable decides when cash can move. We plan the audit, the finalisation and the distribution resolution together, so that the documents the bank and the tax authority will expect are ready in the right order.
As an operation in Vietnam matures, the structure it started with may no longer fit. Each change to that structure has tax consequences that are cheapest to deal with before the steps are fixed.
Converting a representative office into an operating company, merging two Vietnamese entities, transferring capital or moving a business line between group companies each has tax consequences for the entity and for its owners. They are assessed while the order and form of the transaction can still change.
A restructuring can end or reduce an incentive if the project no longer meets its conditions or the entity holding it stops carrying on the qualifying activity. The assessment identifies which entitlements are exposed and whether a different sequence would preserve them.
A transfer of capital in a Vietnamese company is a taxable event that has to be analysed for the seller, including a foreign seller. Circular 89/2026/TT-BTC also requires internal restructuring transactions that qualify for exemption to be reported on the capital transfer return, which now carries a field for no income generated.
Tax registrations, declarations and incentive positions are updated once the transaction completes, so that the new structure is reflected consistently in the filings for the first period after the change.
For large groups the global minimum tax changes what an incentive is worth. It does not remove the incentive, but it can collect part of its value back in Vietnam.
Vietnam introduced the global minimum tax through Resolution 107/2023/QH15, with detailed guidance in Decree 236/2025/ND-CP, issued on 29 August 2025, in force from 15 October 2025 and applying from the 2024 fiscal year. It applies to multinational groups with consolidated revenue of EUR 750 million or more in at least two of the four fiscal years before the year concerned, and it uses two mechanisms: a qualified domestic minimum top-up tax charged in Vietnam, and an income inclusion rule for Vietnamese parent entities of groups in scope.
For groups in scope, the effect on incentives is direct. Where a preferential rate or an exemption period brings the effective tax rate on Vietnamese profits below the 15 percent minimum, supplementary tax becomes payable in Vietnam under the domestic top-up tax. The incentive still reduces the ordinary corporate income tax, but part of its value is collected back, so the net benefit of an investment decision has to be modelled with the minimum tax included.
The filing timetable is separate from the ordinary cycle. Decree 236 requires the domestic top-up tax to be declared and paid within 12 months after the end of the fiscal year, and income inclusion rule filings within 15 months, extended to 18 months for the first year. On the accounting side, Circular 99/2025/TT-BTC added account 82112 for the supplementary corporate income tax expense. We assess exposure for the Vietnamese entities, model the effective tax rate under realistic scenarios and coordinate the local position with the group's global minimum tax advisers.
An examination is easier to handle when the positions it will test were documented at the time they were taken. The work starts well before a notice arrives.
The areas an examination of a foreign-invested company tends to test are predictable: related-party charges, foreign contractor tax on group payments, the conditions behind claimed incentives and the deductibility of large expenses. Reviewing those areas and the documents behind them is best done before an examination rather than during one.
Under Decree 255/2026/ND-CP an examination of related-party transactions can run for up to 40 days, extendable once by a further 40 days, and for up to two years where information has to be exchanged with foreign tax authorities. Knowing the timetable helps a company plan the people and documents it will need.
We prepare written explanations and supporting documents, attend meetings with the tax officials and keep a record of the positions taken, so that each response is consistent with the returns and with the documentation already on file.
Where a review finds an error, a supplementary declaration may be the right response, within the five year limit that applies from 1 July 2026. Whether and how to correct is itself an advisory decision, because a correction affects later periods and the company's compliance record.
Where an adjustment in Vietnam leads to double taxation, Circular 95/2026/TT-BTC sets out the mutual agreement procedure, with a request generally due within three years of the first notification of the tax action, or two years where the treaty provides. The same circular governs advance pricing agreements for groups that want certainty in advance.
These are the moments at which advice changes the result rather than explains it afterwards. Each is a point where a decision is still open.
Before the investment documents are filed, while the business lines, location and capital plan can still be shaped around the incentive criteria and the structure of the group's future charges into Vietnam.
When the question is whether cash should return as distributions or through service, royalty or financing charges, and what each route costs once withholding, documentation and remittance conditions are counted.
When a group with consolidated revenue of EUR 750 million or more needs to understand its effective tax rate in Vietnam and what supplementary tax does to the value of its incentives.
When the tax authority has opened an examination and the company needs to decide which positions to defend, what evidence supports them and how to manage the process.
Before a conversion, merger, capital transfer or transfer of a business line, while the tax cost and the effect on existing incentives can still be managed by changing the sequence.
Since 2009, Viettonkin has supported 2,000+ businesses, including Fortune 500 and VNR500 companies. In the engagements below, tax exposure and structuring questions formed part of a wider advisory mandate.
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Read the case studyPractical answers on incentives, repatriation and the global minimum tax.
Not in their own right. Under the Law on Corporate Income Tax 67/2025/QH15, in force from 1 October 2025, a standard industrial zone is no longer an incentivised location. Incentives depend on the sector and on qualifying areas such as economic zones, high-tech parks and areas with difficult or extremely difficult socio-economic conditions, and projects that already hold incentives should check the transitional provisions.
A rate of 10 percent for 15 years for qualifying new projects and enterprises, combined for the most favoured categories with four years of exemption followed by nine years at a 50 percent reduction. The standard rate is 20 percent, and eligibility turns on the sector, the area and the conditions set out in the investment documents.
Under Decree 252/2026/ND-CP, annual profits may be remitted after the financial year has ended, once the Vietnamese company has submitted its audited financial statements and corporate income tax finalisation and has settled all tax, late payment interest and penalties. No remittance may be made for a profitable year if accumulated losses remain after loss carry forward.
No, but it can reduce their value. For groups with consolidated revenue of EUR 750 million or more in at least two of the four preceding years, supplementary tax is payable in Vietnam where incentives bring the effective tax rate below 15 percent. The incentive still applies to the ordinary corporate income tax, so the net benefit needs to be modelled.
Tax compliance prepares and files the routine returns for transactions that have already happened. Tax advisory analyses transactions, structures and investments before they are entered into and documents the position the returns will then apply. We run both for the same company so the planned position and the filed position match.
Regulatory points checked on 17 September 2026; market statistics checked on 11 September 2026. Requirements depend on the entity, its activities and the period concerned.
Tell us what you are about to decide: a new investment, a change of structure, a repatriation plan or a response to the tax authority. We will set out the tax questions it raises, the options worth modelling and what the position needs to be defensible.
