Vietnam: local rules

Transfer pricing is governed by Decree 255/2026/ND-CP of 30 June 2026. It replaced Decree 132/2020 and Decree 20/2025 from 1 July 2026 and applies from the 2026 corporate income tax period. Article 3 says a taxpayer must remove the tax-reducing effects of related party ties and price its transactions like independent parties would. Article 5 lists related parties, for example 25% capital links, a 10% largest shareholder link, loans of at least 25% of the borrower's equity that are over 50% of its medium and long term debt, shared management, family links, head office and branch links, and credit institutions with their subsidiaries. The general rules sit in the Law on Tax Administration 108/2025/QH15 (in force 1 July 2026), Decree 252/2026/ND-CP and Circular 89/2026/TT-BTC. The Corporate Income Tax Law 67/2025/QH15 (in force 1 October 2025) leaves caps on related party interest and head office charges to the Government.

Every taxpayer with related party transactions files Appendix I (related parties and transactions) with its corporate income tax finalization return. Appendices II and III are checklists of the local file (Hồ sơ quốc gia) and master file (Hồ sơ toàn cầu), also attached to the return (art. 18(2)(c)). The files must be prepared before the return is filed, kept, and handed to the tax office within 30 working days of a written request, with one extension of up to 15 working days (art. 18(3) and (4)). The exemptions in article 20 are: only transactions with other Vietnamese taxpayers at the same rate and with no incentives (no files and no Sections III and IV of Appendix I); revenue under VND 50bn and related party transactions under VND 30bn; an advance pricing agreement; or revenue under VND 500bn with no intangible asset income or cost and a net margin of at least 5% (distribution), 10% (manufacturing) or 15% (processing). The old 'simple functions' test and the VND 200bn limit are gone. Exempt taxpayers still file Appendix I.

Substance beats form (art. 6). Comparables come first from the taxpayer's own independent deals, then Vietnamese companies, then regional companies, and data comes first from public sources, then commercial databases, then tax office data (art. 17). You need 1, 3 or 5 comparables depending on how many material differences can be removed (art. 7(3)). Where only most differences can be removed, at least 5 comparables are needed and the standard range runs from the 35th to the 75th percentile, not the OECD quartiles. A taxpayer outside the range adjusts to the most comparable value in the range, and the tax office adjusts to the median (art. 8). The methods are comparable uncontrolled price, resale price, cost plus, net margin and profit split (arts. 13 to 15), and interest is capped at 30% of net profit plus net interest and depreciation with a 5 year carry forward (art. 16(3)).

Fines under Law 108/2025 art. 44(3) are 10% or 20% of understated tax, and 1 to 3 times the tax for evasion. Late payment interest is 0.03% per day (art. 16(2)). The tax office can assess price, profit or tax when Appendix I is missing or wrong, or when the files are incomplete or not produced in time (Decree 255 art. 21(3)). Fines for procedural violations such as late returns are set in the penalty decree (Decree 125/2020 as amended). The limitation period is 2 years for procedural breaches and 5 years for underpayment and evasion. A fine for the same breach is twice as high for an organization as for an individual, except for underpayment and evasion.

Vietnam applies a qualified domestic minimum top-up tax (QDMTT) and an income inclusion rule (IIR) from financial years starting in 2024 under Resolution 107/2023/QH15, with no undertaxed profits rule. Decree 236/2025/ND-CP (in force 15 October 2025) sets the filing rules. One Vietnamese entity files and pays for the group: a group with more than one Vietnamese entity names it within 30 days of year end (form 01/TB-ĐVHT), and the filing entity registers once for a tax code within 90 days after its first reporting year. QDMTT returns and payment are due 12 months after year end, and IIR returns and the group information return are due 15 months after, or 18 months for the first year the group is in scope. A group that files abroad under an exchange agreement sends form 03/TB-ĐVHT instead. Transitional safe harbours and relief from penalties for late information or top-up returns apply to years starting on or before 31 December 2026.

The corporate income tax finalization return is due on the last day of the 3rd month after the accounting year end (Decree 252 art. 10(5)(a)). A due date on a rest day moves to the next working day (Decree 252 art. 3(7)). The only extension is for force majeure, up to 60 days for finalization returns (Law 108 art. 12(4)). The country-by-country report threshold is now EUR 750m (it was VND 18,000bn), and the report is due 12 months after the group's year end. Tax offices must not use the report to adjust prices (art. 21(1)(c)). Decree 255 also lets the tax office publish industry profit margins and run a voluntary compliance program (art. 21(10)).