Circular 20/2026/TT-BTC detailing Law on Corporate Income Tax and Decree 320/2025/ND-CP

CIRCULAR

Detailing a number of articles of the Law on Corporate Income Tax and the Government's Decree No. 320/2025/ND-CP dated December 15, 2025, detailing a number of articles of, and providing measures for guiding the implementation of, the Law on Corporate Income Tax

Pursuant to the Law on Corporate Income Tax No. 67/2025/QH15;

Pursuant to the Government’s Decree No. 320/2025/ND-CP dated December 15, 2025, detailing a number of articles of, and providing measures for organizing and guiding the implementation of, the Law on Corporate Income Tax;

Pursuant to the Government’s Decree No. 29/2025/ND-CP dated February 24, 2025, defining the functions, tasks, powers and organizational structure of the Ministry of Industry and Trade, amended and supplemented under Decree No. 166/2025/ND-CP;

At proposal of the Director of the Department for Management and Supervision of Tax, Fees and Charges Policies;

The Minister of Finance hereby promulgates the Circular detailing a number of articles of the Law on Corporate Income Tax and the Government's Decree No. 320/2025/ND-CP dated December 15, 2025, detailing a number of articles of, and providing measures for guiding the implementation of, the Law on Corporate Income Tax.

Article 1. Scope of regulation

This Circular provides regulations on:

1. Dossiers of expenses included in deductible expenses as prescribed at Points b and c, Clause 1, Article 9 of the Law on Corporate Income Tax.

2. Dossiers for entitlement to tax incentives in the cases specified in Articles 4, 13, 14 and 15 of the Law on Corporate Income Tax.

3. The time for determining turnover used for the calculation of corporate income tax in certain cases specified at Point c, Clause 2, Article 8 and Clause 3, Article 12 of the Government's Decree No. 320/2025/ND-CP dated December 15, 2025, detailing a number of articles of, and providing measures for guiding the implementation of, the Law on Corporate Income Tax (hereinafter referred to as Decree No. 320/2025/ND-CP).

4. Dossiers for tax declaration and tax payment of Vietnamese enterprises making offshore investment with respect to income derived from overseas investment projects as prescribed in Clause 2, Article 12 of Decree No. 320/2025/ND-CP.

5. Corporate income tax applicable to foreign enterprises conducting business activities in Vietnam as prescribed in Article 2, Clause 4 Article 3, and Clause 3 Article 12 of Decree No. 320/2025/ND-CP.

6. Registration of investment capital amounts for implementation of expanded investment projects of enterprises as prescribed in Article 20 of Decree No. 320/2025/ND-CP.

7. Tax obligations in case where fixed assets formed from the enterprise’s science and technology development fund for the purpose of scientific and technological research, which have not been fully depreciated, are transferred by the enterprise to serve its production and business activities; and the form of the report on setting-aside and use of the enterprise’s science and technology development fund as prescribed in Clause 4, Article 22 of Decree No. 320/2025/ND-CP.

Article 2. Subjects of application

This Circular applies to organizations and individuals related to the scope of regulation specified in Article 1 of this Circular.

Article 3. Dossiers of expenses included in deductible expenses as prescribed at Points b and c, Clause 1, Article 9 of the Law on Corporate Income Tax

Expenses included in deductible expenses as prescribed at Points b and c, Clause 1, Article 9 of the Law on Corporate Income Tax must have adequate invoices and documents in accordance with regulations and dossier components. The specific dossier components are as follows:

1. A dossiers for expenses for performing national defense and security education tasks, training, operation of the militia and self-defense force, and other national defense and security tasks in accordance with the law, as prescribed at Point b1, Clause 1, Article 9 of the Law on Corporate Income Tax, must comprise:

a) Decision of the enterprise’s competent person on performing national defense and security education tasks, training, operation of the militia and self-defense force, and other national defense and security tasks;

b) Competent agency's written certification as prescribed by specialized laws regarding the enterprise’s performance of national defense and security education tasks, training, operation of the militia and self-defense force, and other national defense and security tasks.

2. A dossier for expenses supporting the activities of Party organization or socio-political organization within the enterprise, as prescribed at Point b2, Clause 1, Article 9 of the Law on Corporate Income Tax, must comprise:

a) Establishment decision or operational regulation of the Party organization or socio-political organization within the enterprise;

b) Written request for support from the Party organization or socio-political organization within the enterprise, or an approved plan for the use of funds serving the Party organization's or socio-political organization’s operations within the enterprise (if any).

3. A dossier for expenses for vocational education and vocational training activities for employees in accordance with law, as prescribed at Point b3, Clause 1, Article 9 of the Law on Corporate Income Tax, must comprise:

a) An employment contract, collective labor agreement, or financial regulations of the enterprise containing provisions on expenses for vocational education and vocational training activities for employees (including cases where the employment contract, collective labor agreement, or financial regulations of the enterprise allow employees to make payments for vocational education and vocational training activities through non-cash payment services and such expenses are subsequently reimbursed by the enterprise to the employees through non-cash payment services);

b) A decision issued by the enterprise's competent person approving the list of employees assigned to participate in vocational education and vocational training activities;

c) The employee’s study registration dossier (copy);

d) Diplomas or certificates certifying the employee’s learning results. In the absence of diplomas or certificates, there must be a written certification issued by the vocational education or vocational training institution providing training to the employee, or a list of employees who have participated in vocational education and vocational training activities.

4. The dossier for actual expenses for HIV/AIDS prevention and control activities at the enterprise’s workplace, as prescribed at Point b4, Clause 1, Article 9 of the Law on Corporate Income Tax, is the enterprise’s internal rules/regulations containing provisions on expenses for HIV/AIDS prevention and control activities of the enterprise.

5. The dossier for donations for education, healthcare, culture; donations for disaster and epidemic prevention, response, and recovery; donations for building great solidarity houses, houses of gratitude, and houses for policy beneficiaries in accordance with the law; donations under the regulations of the Government or the Prime Minister for localities in areas with extremely difficult socio-economic conditions; donations for scientific research, technological development, innovation, and digital transformation, as prescribed at Point b5, Clause 1, Article 9 of the Law on Corporate Income Tax.

a) For donations for education, healthcare, and culture in cash or in kind, the dossier must comprise: A record certifying the donation bearing the signatures of the representative of the enterprise as the donor and the representative of the recipient (or the representative of the agency or organization having the function of mobilizing donations in accordance with law), in which, for donations to patients, such record must also contain certification by the agency or organization having the function of mobilizing donations in accordance with law and the signature of the patient or the patient’s relative;

b) For donations for the prevention of, response to, and remediation of consequences of natural disasters and epidemics in cash or in kind, the dossier must comprise: A record certifying the donation bearing the signatures of the representative of the enterprise as the donor and the representative of the recipient being an individual or organization established and operating in accordance with law, in which, for donations to individuals, such record must contain certification by the agency or organization having the function of mobilizing donations in accordance with law and the signature of the individual receiving the donation;

c) For donations for the construction of great solidarity houses, gratitude houses, and houses for policy beneficiaries in cash or in kind, the dossier must comprise: A record certifying the donation bearing the signatures of the representative of the enterprise as the donor and the representative of the recipient (or the representative of the agency or organization having the function of mobilizing donations in accordance with law); and a written certification that the beneficiary is a policy beneficiary issued by a competent agency in accordance with specialized laws;

d) For donations in cash or in kind as prescribed by the Government and the Prime Minister for localities in areas with extremely difficult socio-economic conditions, the dossier must comprise: A record certifying the donation bearing the signatures of the representative of the enterprise as the donor and the representative of the recipient (or the representative of the agency or organization having the function of mobilizing donations in accordance with law);

dd) For donations in cash or in kind for scientific research, technological development, innovation, and digital transformation, the dossier shall be implemented in accordance with the laws on science, technology and innovation, laws on digital transformation, and Decree No. 320/2025/ND-CP;

e) The record certifying the donation referred to in this Clause shall follow Form No. 01/TNDN to this Circular.

6. Dossiers for expenses for scientific research, technological development, innovation, and digital transformation, as prescribed at Point b6, Clause 1, Article 9 of the Law on Corporate Income Tax, shall be implemented in accordance with the laws on science, technology and innovation, laws on digital transformation, and Decree No. 320/2025/ND-CP.

7. The dossier for the uncompensated value of losses caused by natural disasters, epidemics, or other force majeure events, as prescribed at Point b7, Clause 1, Article 9 of the Law on Corporate Income Tax, must comprise:

a) minutes of inventory of the value of assets and goods suffering losses prepared by the enterprise, clearly specifying the value of the assets and goods suffering losses, causes of the losses, responsibilities of organizations and individuals for such losses, categories, quantities, unit prices, and recoverable value of assets and goods (if any);

b) A statement of inventory movements of goods suffering losses certified, signed, and for which the legal representative of the enterprise takes responsibility before the law;

c) A dossier of damage compensation accepted by the insurance agency (if any);

d) Dossiers specifying the responsibilities of organizations and individuals required to provide compensation (if any).

8. A dossier for actual expenses for seconded individuals participating in the management, administration, and supervision of credit institutions under special control and commercial banks subject to compulsory transfer in accordance with the Law on Credit Institutions, as prescribed at Point b8, Clause 1, Article 9 of the Law on Corporate Income Tax, must comprise:

a) A secondment decision issued by a competent agency;

b) A written approval or acceptance of the secondment by the credit institution receiving the seconded personnel;

c) Contracts or agreements (if any) among the relevant parties.

9. Dossiers for certain expenses serving the production and business activities of the enterprise but not yet corresponding to the turnover generated in the period, as prescribed at Point b9, Clause 1, Article 9 of the Law on Corporate Income Tax, are as follows:

a) For expenses incurred by a bidder for participation in a bidding process but not winning the bid, the dossier comprises: Bidding dossier of the project owner or bid solicitor; bid dossier submitted to the project owner or bid solicitor; contractor selection results issued by the project owner or bid solicitor (if any); and other dossiers as prescribed by the laws on bidding (if any);

b) For costs of market research, research on products and services in preparation for the production of new products or services, and investment costs for projects on development of new products or services that are unsuccessful or discontinued, the dossier comprises: Research report on market development and development of new products and services in accordance with Point 12, Clause 2, Article 9 of Decree No. 320/2025/ND-CP;

c) For land rental expenses and expenses for management and maintenance of infrastructure paid to enterprises engaged in infrastructure business in economic zones, high-tech zones, high-tech agricultural zones, concentrated digital technology zones, industrial parks, and industrial clusters; land rental expenses paid to the State for leased land, where such land and infrastructure constitute the location or premises for the enterprise’s production and business activities but have not yet been put into operation, the dossier comprises: Decision approving investment policy or decision on investment policy or investment registration certificate or documents of equivalent legal validity in accordance with the laws on investment (if any); agreement or contract on lease of land and infrastructure, clearly specifying the expenses payable by the enterprise for land rent and infrastructure management and maintenance;

d) For depreciation expenses or expenses allocated gradually into costs in accordance with regulations for leased assets during the period where there are no lessees, the dossier comprises: Documents evidencing the enterprise’s ownership or lawful right to use the assets; records on management and accounting tracking of the assets in accordance with regulations;

dd) For expenses for establishment of the enterprise or its branches, dependent units, or business locations; expenses for restoration after suspension of production and business activities (excluding capital construction investment expenses to form fixed assets); expenses for restoration to original condition under contracts prior to dissolution of the enterprise or termination of operation of branches, dependent units, or business locations, the dossier comprises: Enterprise registration certificate; certificate of registration of operation of branch/representative office; certificate of registration of business location; confirmation of notification of suspension of business operations/resumption of business operations prior to the notified time limit by the enterprise, branch, or business location, or confirmation of suspension of operations/resumption of operations prior to the notified time limit by the representative office; notice of enterprise dissolution or notice of termination of existence of branch/representative office/business location.

In case expenses arise for restoration of the original condition of the head office, production or business location in accordance with the contract prior to enterprise dissolution or termination of operation of a branch/representative office/business location of the enterprise, the enterprise shall additionally provide the minutes of handover of the condition of the head office, production or business location prior to suspension of production and business activities and the minutes of handover of the condition after resumption of business prior to the notified time limit, or the minutes of handover of the condition before and after enterprise dissolution or termination of operation of the branch/representative office/business location of the enterprise;

e) For expenses for introduction/marketing of products or services prior to sale, the dossier comprises: Report on investment policy for production of products or services in accordance with Point 16, Clause 2, Article 9 of Decree No. 320/2025/ND-CP;

g) For expenses for destruction of inventories damaged due to natural biochemical changes, goods obsolete in fashion, technologically obsolete, outdated goods, expired goods, goods no longer having use value, goods not eligible for circulation on the market under specialized laws; expenses for destruction of raw materials, supplies, and components no longer needed for use, the dossier comprises: Decision of the competent person in the enterprise on destruction of goods, raw materials, supplies, and components; minutes of inventory of the value of goods, raw materials, supplies, and components prepared by the enterprise, clearly stating causes, types, quantities, values, and handling methods for such goods, raw materials, supplies, and components, certified, signed, and assumed responsibility for by the legal representative of the enterprise; decision on establishment of a council for destruction of goods, raw materials, supplies, and components; decision on handling issued by the council;

h) For expenses for destruction of assets due to damage and no longer needed for use, the dossier comprises: Decision of the competent person in the enterprise on destruction of assets; minutes of inventory of asset value prepared by the enterprise, clearly stating causes of damage, types, quantities, values, and handling methods for the assets, certified, signed, and assumed responsibility for by the legal representative of the enterprise; decision on establishment of a council for asset destruction; decision on handling issued by the council;

i) For expenses for destruction of scrap and defective products arising in the course of processing and production, the dossier comprises: Minutes determining the destruction of scrap and defective products prepared by the enterprise and certified, signed, and assumed responsibility for before law by the legal representative of the enterprise.

10. The dossier for expenses supporting the construction of public works which also serve the enterprise’s production and business activities as prescribed at Point b10, Clause 1, Article 9 of the Law on Corporate Income Tax must comprise:

a) Document approving the policy or approving the project for construction of public works, signed by and under the responsibility of the legal representative of the enterprise;

b) Investment decision or contract concluded between the enterprise and the competent agency.

11. The dossier for expenses related to greenhouse gas emission reduction for the purpose of carbon neutrality and net-zero targets, and environmental pollution reduction, provided such expenses relate to the enterprise’s production and business activities as prescribed at Point b11, Clause 1, Article 9 of the Law on Corporate Income Tax, must comprise:

a) Decision of the enterprise's competent person on implementation of greenhouse gas emission reduction;

b) Project dossier or proposal dossier related to greenhouse gas emission reduction.

12. The dossier for contributions to funds established under the Prime Minister's decisions or the Government's regulations which the enterprise is obliged to contribute as prescribed at Point b12, Clause 1, Article 9 of the Law on Corporate Income Tax, must comprise:

a) Decision of the Prime Minister or regulation of the Government on establishment of the fund;

b) Minutes confirming the enterprise’s contribution to the funds (if any).

13. Dossiers for certain expenses as prescribed at Point c, Clause 1, Article 9 of the Law on Corporate Income Tax are as follows:

a) For purchase of agricultural, forestry, or aquatic products directly sold by producers or harvesters; purchase of handicraft products made from rattan, sedge, bamboo, reeds, leaves, cane, straw, coconut shell, coconut husk or materials derived from agricultural products directly sold by handicraft producers; purchase of scrap collected directly by collectors; purchase of tools and assets directly sold by households or individuals; purchase of goods and services from individuals or business households (excluding the foregoing cases) having revenue below the value-added tax threshold, the dossier comprises: Payment documents to the seller in accordance with the law on accounting, invoices, and documents (for cases where the value of goods or services purchased in a day from each household or individual is VND 05 million or more, non-cash payment is required); list of purchased goods and services in accordance with Form No. 02/TNDN to this Circular, signed by and under the responsibility of the legal representative or authorized person of the enterprise;

b) For cases where the enterprise incurs expenses by authorizing/assigning employees to directly purchase goods or services on its behalf to serve its production and business activities with a value of VND 05 million or more and such expenses are paid by employees via non-cash payment services, the dossier comprises: Invoices and documents in accordance with the law on accounting, invoices, and documents; financial regulations or internal regulations or decision of the enterprise stipulating the authorization or permission for employees to make payments for purchase of goods or services serving the enterprise’s production and business activities; non-cash payment documents of the employee for purchases made under the enterprise’s authorization; non-cash payment documents of the enterprise reimbursing the employee;

c) For cases where goods or services are purchased per transaction with a value of VND 05 million or more and by the time of expense recognition the enterprise has not yet made payment, the enterprise is entitled to include such amount in deductible expenses when determining taxable income provided that there is a contract for purchase of goods or services, minutes of handover of goods or services, and upon payment the enterprise must have non-cash payment documents;

d) For cases where the enterprise leases assets from individuals, the dossier for determination of deductible expenses comprises the asset lease contract and documents evidencing payment of rental.

In case the enterprise leases assets from individuals and the lease contract stipulates that the rental price is exclusive of taxes (value-added tax, personal income tax) and the enterprise is required to pay tax on behalf of the individual in accordance with the law on tax administration, the enterprise is entitled to include in deductible expenses the tax paid on behalf of such individual if having documents evidencing tax payment.

14. Dossiers of expenses included in deductible expenses as prescribed in this Article shall be originals, certified true copies, copies bearing the enterprise’s seal, or electronic documents in accordance with law.

15. Enterprises shall be responsible for retaining and providing complete dossiers related to expenses specified in this Article for the purposes of inspection, examination, audit, and other cases in accordance with law. In case of retention and provision of dossiers related to national defense and security tasks as prescribed in Clause 1 of this Article, compliance with the law on protection of state secrets must be ensured.

Article 4. Dossiers for tax incentives under Articles 4, 13, 14 and 15 of the Law on Corporate Income Tax

1. Procedures and dossiers for entitlement to tax exemption, tax reduction, preferential tax rates, and periods of tax exemption and reduction shall comply with the law on tax administration.

2. Enterprises shall self-determine the conditions for tax exemption, tax reduction, preferential tax rates, periods of tax exemption and reduction, and losses deductible against taxable income for purposes of tax declaration and tax finalization with the tax office.

3. In case where, through inspection or examination, it is detected and concluded that an enterprise fails to satisfy the conditions for application of tax exemption, tax reduction, tax incentives, preferential tax rates, or periods of tax exemption and reduction, the competent agency shall impose tax arrears, calculate late payment interest, and impose tax penalties in accordance with law.

Article 5. Time for determination of corporate income taxable revenue in certain cases as prescribed at Point c, Clause 2, Article 8 and Clause 3, Article 12 of Decree No. 320/2025/ND-CP

1. Time for determination of corporate income taxable revenue in certain cases for enterprises established in accordance with the laws of Vietnam is as follows:

a) For exported goods, the time for determination of corporate income taxable revenue is the date of transfer of ownership in accordance with the export goods contract. In case of failure to determine the time of transfer of ownership, the time of determination of corporate income taxable revenue shall be based on the regulations on determination of exported goods under the law on customs;

b) For air transport activities, the time of determination of corporate income taxable revenue is the time of completion of provision of transport services to the purchaser;

c) For construction and installation activities (including shipbuilding), the time of determination of corporate income taxable revenue is the time of acceptance of the work, work item, or construction and installation volume, regardless of whether payment has been received or not;

d) For electricity and water supply activities, the time of determination of corporate income taxable revenue is the date of confirmation of electricity or water meter readings recorded on the electricity or water invoice.

2. Time of determination of corporate income taxable revenue in certain cases for foreign enterprises is as follows:

a) For capital transfer activities, the time of determination of corporate income taxable revenue is the time when the initial capital transfer contract becomes effective in accordance with regulations;

b) For transfer of securities or certificates of deposit, the time of determination of corporate income taxable revenue is the time of transfer;

c) For transfer of derivative securities being futures contracts, the time of determination of corporate income taxable revenue is the time of matching of buy and sell orders for futures contracts of the investor on the trading system of the Stock Exchange or the time of maturity of the futures contract.

Article 6. Dossiers for tax declaration and tax payment of Vietnamese enterprises making offshore investment with respect to income derived from overseas investment projects as prescribed in Clause 2, Article 12 of Decree No. 320/2025/ND-CP

Dossiers for tax declaration and payment of Vietnamese enterprises making offshore investment in respect of income from overseas investment projects shall comply with the Minister of Finance's Circular No. 80/2021/TT-BTC dated September 29, 2021, guiding the implementation of a number of articles of the Law on Tax Administration and the Government's Decree No. 126/2020/ND-CP dated October 19, 2020, detailing a number of articles of the Law on Tax Administration, and amending and supplementing documents (if any).

Article 7. Corporate income tax applicable to foreign enterprises conducting business activities in Vietnam as prescribed in Article 2, Clause 4 Article 3, and Clause 3 Article 12 of Decree No. 320/2025/ND-CP

1. The provisions of this Article shall apply to foreign enterprises as prescribed at Points b2, b3, and b4, Clause 1, Article 2 of Decree No. 320/2025/ND-CP (except for the cases specified in Clause 2 of this Article) in the following cases:

a) Foreign enterprises having a permanent establishment in Vietnam or not having a permanent establishment in Vietnam, including enterprises conducting e-commerce activities or digital platform-based business (hereinafter referred to as foreign contractors or foreign subcontractors), conducting business in Vietnam or having income arising in Vietnam on the basis of contracts, agreements, or commitments between foreign contractors and Vietnamese organizations or individuals, or between foreign contractors and foreign subcontractors for performance of a part of the contractor contract;

b) Foreign contractors or foreign subcontractors providing services, providing services associated with goods, supplying and distributing goods (including cases of authorization or hiring of certain Vietnamese organizations or individuals to perform a part of distribution services or other services related to the sale of goods in Vietnam) in the form of on-the-spot export or import or under international commercial terms (Incoterms), except for processing and re-export of goods for foreign enterprises engaged in processing; supplying goods and services in Vietnam in the forms of e-commerce or digital platform-based business.

For cases of supply and distribution of goods in Vietnam specified at this Point, this provision shall apply where foreign contractors or foreign subcontractors remain the owners of goods delivered to Vietnamese organizations or individuals or bear responsibility for distribution costs, advertising, marketing, service quality, or quality of goods delivered to Vietnamese organizations or individuals, or determine the selling price of goods or service prices;

c) Foreign contractors or foreign subcontractors supplying goods under the condition that the place of delivery is located within the territory of Vietnam (except for the cases specified in Clause 2 of this Article) or where the supply of goods is accompanied by certain services performed in Vietnam such as advertising, marketing, trade promotion activities, after-sales services, installation, commissioning, warranty, maintenance, replacement, and other services accompanying the supply of goods (including cases where such accompanying services are provided free of charge), regardless of whether the value of such services is included in the value of the goods supply contract;

d) Foreign contractors or foreign subcontractors conducting negotiations and signing contracts in the name of foreign enterprises through Vietnamese organizations or individuals;

dd) Foreign contractors or foreign subcontractors exercising export rights, import rights, and distribution in the Vietnamese market; purchasing goods for export, selling goods to Vietnamese traders in accordance with the law on commerce and the law on foreign trade management.

2. Provisions of this Article do not apply to the following cases:

a) Foreign contractors or foreign subcontractors supplying goods to Vietnamese organizations or individuals without services performed in Vietnam, under the form of delivery at a foreign border gate, whereby the seller bears all responsibilities, costs, and risks related to goods export and delivery at the foreign border gate; and the purchaser bears all responsibilities, costs, and risks related to receipt and transportation of goods from the foreign border gate to Vietnam (including cases where delivery at the foreign border gate is accompanied by a warranty clause which is the responsibility and obligation of the seller);

b) Foreign contractors or foreign subcontractors supplying goods to Vietnamese organizations or individuals without services performed in Vietnam, under the form of delivery at a Vietnam’s border gate, whereby the seller bears all responsibilities, costs, and risks related to the goods up to the point of delivery at the Vietnam’s border gate; and the purchaser bears all responsibilities, costs, and risks related to receipt and transportation of goods from the Vietnam's border gate (including cases where delivery at the Vietnam’s border gate is accompanied by a warranty clause which is the responsibility and obligation of the seller);

c) Foreign contractors or foreign subcontractors providing repair services (whether or not including accompanying replacement materials or equipment) for means of transport, machinery, or equipment (including submarine cables and transmission equipment) for Vietnamese organizations or individuals, where such services are performed outside Vietnam;

d) Foreign contractors or foreign subcontractors providing advertising or marketing services (excluding internet-based advertising or marketing) for Vietnamese organizations or individuals, where such services are performed outside Vietnam;

dd) Foreign contractors or foreign subcontractors providing investment and trade promotion services (excluding internet-based investment and trade promotion) for Vietnamese organizations or individuals, where such services are performed outside Vietnam;

e) Foreign contractors or foreign subcontractors providing brokerage services (excluding internet-based brokerage) for sale of goods or brokerage for provision of services overseas for Vietnamese organizations or individuals, where such services are performed outside Vietnam;

g) Foreign contractors or foreign subcontractors providing training services (excluding online training) for Vietnamese organizations or individuals, where such services are performed outside Vietnam;

h) Foreign contractors or foreign subcontractors receiving revenue sharing (settlement charges) from international telecommunications services between Vietnam and foreign countries or leasing of transmission lines and foreign satellite bandwidth in accordance with the Law on Telecommunications and amending and supplementing documents (if any), treaties on telecommunications to which the Socialist Republic of Vietnam is a signatory, where such services are performed outside Vietnam;

i) Foreign contractors or foreign subcontractors receiving revenue sharing (settlement charges) from international postal services between Vietnam and foreign countries in accordance with the Law on Post and amending and supplementing documents (if any), treaties on postal services to which the Socialist Republic of Vietnam is a signatory, where such services are performed outside Vietnam;

k) Foreign contractors or foreign subcontractors using bonded warehouses or inland container depots (ICD) as storage for goods to support international transportation, transit, transshipment, storage, or for processing by other enterprises;

l) Foreign contractors or foreign subcontractors providing services other than those specified at Points c, d, dd, e, g, h, and i of this Clause to Vietnamese organizations or individuals, where such services are performed outside Vietnam and not consumed in Vietnam;

m) Foreign enterprises transferring capital in the form of ownership restructuring transactions within a group which do not change the ultimate parent company of the participating parties having direct or indirect ownership of enterprises in Vietnam after restructuring and do not give rise to income, including the following cases: division or demerger of companies; consolidation of companies; merger of companies; share swap; capital contribution by shares; distribution of profits or dividends in the form of shares within the group; and transactions involving direct or indirect transfer of ownership of enterprises in Vietnam.

Capital transfer in the form of ownership restructuring transactions within a group which do not change the ultimate parent company of the participating parties having direct or indirect ownership of enterprises in Vietnam shall be deemed not to give rise to income when all of the following conditions are satisfied: No change in the ultimate beneficial owner; transfer value not higher than the book value or initial contributed capital value; the transaction does not create a difference in value, and the value determined in accordance with the approved restructuring dossier is not higher than the value recorded at the time of capital transfer; the transferee inherits the entire capital value, obligations, and rights related to the investment of the transferor;

n) Foreign enterprises selling goods being raw materials, supplies, or components in bonded warehouses or non-tariff zones for import into Vietnam for production of export goods or processing of export goods under contract; foreign enterprises designating export processing enterprises to deliver goods being raw materials, supplies, or components to other export processing enterprises for production of export goods or processing of export goods under contract as prescribed at Point b, Clause 3, Article 12 of Decree No. 320/2025/ND-CP.

3. Method for determination of payable corporate income tax is as follows:

The payable corporate income tax of foreign contractors and foreign subcontractors shall be determined based on taxable revenue and the percentage (%) on corporate income taxable revenue. To be specific:

In which, corporate income taxable revenue is the total revenue received by the foreign contractor or foreign subcontractor, without deduction of payable taxes. Corporate income taxable revenue shall include expenses paid on behalf of the foreign contractor or foreign subcontractor by the Vietnamese party (if any).

4. Corporate income taxable revenue for certain specific cases shall be determined as follows:

a) Where, under the contractor contract or subcontractor contract, the revenue received by the foreign contractor or foreign subcontractor does not include corporate income tax payable, corporate income taxable revenue shall be determined as follows:

b) Where, under the contractor contract or appendices thereto, the foreign contractor assigns part of the work or a portion of the work items to a subcontractor, the corporate income taxable revenue of the foreign contractor shall not include the value of work or work items performed by the subcontractor on the basis of the subcontract concluded between the foreign contractor and the subcontractor. The subcontractor referred to at this Point shall be determined in accordance with the list of subcontractors specified in the contract or contract appendices concluded between the foreign contractor and the Vietnamese party prior to the subcontractor’s performance of part of the assigned work or work items.

Where the foreign contractor enters into contracts with suppliers in Vietnam for purchase of raw materials, machinery, or equipment for performance of the contractor contract and goods or services for internal consumption or for purposes not falling within the work items to be performed by the foreign contractor under the contractor contract, the value of such goods or services shall not be deducted when determining corporate income taxable revenue of the foreign contractor;

c) Where the foreign contractor enters into contracts with foreign subcontractors, the Vietnamese party shall declare and pay corporate income tax on behalf of the foreign contractor and foreign subcontractor at the percentage (%) on corporate income taxable revenue corresponding to the business line carried out by such foreign contractor or foreign subcontractor under the contractor contract or subcontract. The foreign subcontractor shall not be required to declare and pay corporate income tax on the portion of work value performed by the foreign subcontractor under the subcontract concluded with the foreign contractor for which the Vietnamese party has declared and paid tax on its behalf;

d) For leasing services of machinery, equipment, or means of transport, corporate income taxable revenue is the total rental amount. Where revenue from leasing machinery, equipment, or means of transport includes expenses directly paid by the lessor such as vehicle insurance, maintenance, inspection certification, operators of vehicles or machinery, and transportation costs of machinery or equipment from overseas to Vietnam, corporate income taxable revenue shall exclude such expenses if there are valid supporting documents;

dd) For transport services of foreign airlines, corporate income taxable revenue is revenue from sale of passenger tickets, air waybills, and other revenues (excluding amounts collected on behalf of the State or organizations in accordance with law) in Vietnam for carriage of passengers, cargo, and other transported subjects on flights operated by the airline itself or under joint name;

e) For transport services of foreign shipping lines, corporate income taxable revenue is the total freight collected from carriage of passengers, cargo, and other surcharges that the shipping line is entitled to from the port of loading in Vietnam to the final port of discharge (including freight of consignments transshipped through intermediate ports) and/or freight collected from carriage of cargo between Vietnam's ports.

Freight used as a basis for calculation of corporate income tax shall not include freight already subject to corporate income tax at Vietnam's ports for foreign ship owners and freight paid to Vietnamese shipping enterprises for their participation in transporting goods from Vietnam’s ports to intermediate ports;

g) For international freight forwarding and logistics services from Vietnam to overseas (regardless of whether the sender or receiver pays the service fee), corporate income taxable revenue is the total revenue received by the foreign contractor excluding international freight payable to carriers (airlines or shipping lines);

h) For international courier services from Vietnam to overseas (regardless of whether the sender or receiver pays the service fee), corporate income taxable revenue is the total revenue received by the foreign contractor;

i) For outward reinsurance activities, corporate income taxable revenue is the reinsurance premium ceded abroad, reinsurance commission, and other revenues arising from reinsurance cession received by the foreign contractor. For inward reinsurance activities, corporate income taxable revenue is the reinsurance premium received and other revenues arising from reinsurance acceptance in accordance with the confirmed reinsurance statement received by the foreign contractor;

k) For transfer of securities or certificates of deposit, corporate income taxable revenue is the total sales proceeds from securities or certificates of deposit. For transfer of derivative securities being futures contracts, corporate income taxable revenue is the transfer price of each futures contract transaction. In which, the transfer price of each futures contract transaction is determined as the settlement price of the futures contract at the time of determination of taxable revenue multiplied by the contract multiplier, multiplied by the number of contracts, multiplied by the initial margin ratio, and divided by 2 (the initial margin ratio is announced by the Vietnam Securities Depository and Clearing Corporation in accordance with regulations);

l) For loan interest, corporate income taxable revenue is the total amount received by the lender from loans in any form, regardless of whether such loans are secured by collateral or whether the lender is entitled to profits of the borrower; income from deposit interest (excluding deposit interest of foreign individuals and deposit interest arising from deposit accounts maintained for operation in Vietnam of diplomatic missions, representative offices of international organizations, or non-governmental organizations in Vietnam), including bonuses accompanying deposit interest (if any); income from late payment interest in accordance with contracts; income from bond interest, bond discount (excluding tax-exempt bonds), treasury bills; income from interest on certificates of deposit. Loan interest shall include fees payable by the Vietnamese party in accordance with the contract.

5. Percentage (%) on corporate income taxable revenue:

a) The percentage (%) on corporate income taxable revenue applicable to foreign enterprises conducting business in Vietnam shall comply with Clause 3, Article 12 of Decree No. 320/2025/ND-CP;

b) Where a contractor contract or subcontract includes multiple different business activities, the application of the percentage (%) on corporate income taxable revenue for determination of payable corporate income tax shall be based on the corporate income taxable revenue corresponding to each business activity performed by the foreign contractor or foreign subcontractor in accordance with the contract. In case the value of each business activity cannot be separately determined, the percentage (%) on corporate income taxable revenue applicable to the business line having the highest percentage (%) shall be applied to the entire contract value.

For construction activities inclusive of materials or machinery and equipment supplied together with the construction works: Where the contractor contract separately identifies the value of each business activity, each portion of work value under the contract shall be subject to the percentage (%) on corporate income taxable revenue corresponding to such business activity. Where the contractor contract does not separately identify the value of each business activity, the percentage (%) on corporate income taxable revenue shall be 2% applied to the entire contract value. Where a foreign contractor enters into a contract with a subcontractor to assign all work portions or items inclusive of materials or machinery and equipment, and the foreign contractor performs only the remaining service portion under the contractor contract, the percentage (%) on corporate income taxable revenue applicable shall be that of the service business line (5%);

c) Where a contract for supply of machinery or equipment includes services performed in Vietnam, if the value of machinery or equipment and the value of services can be separately determined, tax shall be calculated based on the percentage (%) on corporate income taxable revenue applicable separately to each portion of the contract value. Where the contract does not separately identify the value of machinery or equipment and the value of services, the percentage (%) on corporate income taxable revenue shall be 2%.

Article 8. Registration of investment capital amounts for implementation of expanded investment projects of enterprises as prescribed in Article 20 of Decree No. 320/2025/ND-CP

1. Upon implementation of an expanded investment project, the enterprise shall submit a written notification to the direct tax administration office concurrently with the submission of the corporate income tax finalization declaration, no later than in the year of implementation of the expanded investment project, to notify the registered investment capital of the expanded investment project.

2. During the implementation of the expanded investment project, if there is any change in the registered investment capital, the enterprise shall notify the tax office accordingly.

Article 9. Tax obligations in case where fixed assets formed from the enterprise’s science and technology development fund for the purpose of scientific and technological research, which have not been fully depreciated, are transferred by the enterprise to serve its production and business activities; and the form of the report on setting-aside and use of the enterprise’s science and technology development fund as prescribed in Clause 4, Article 22 of Decree No. 320/2025/ND-CP

1. In case where fixed assets formed from the enterprise’s science and technology development fund for scientific research and technological activities have not been fully depreciated and are transferred for use in the enterprise’s production and business activities, the remaining value of such fixed assets shall be included in other income, and such remaining value shall be depreciated and included in deductible expenses when determining corporate income taxable income.

2. The enterprise shall prepare the report on appropriation and use of the science and technology development fund in accordance with Form No. 03-6/TNDN provided in Appendix II to the Minister of Finance's Circular No. 80/2021/TT-BTC dated September 29, 2021, guiding the implementation of a number of articles of the Law on Tax Administration and the Government’s Decree No. 126/2020/ND-CP of October 19, 2020, detailing a number of articles of the Law on Tax Administration, and amending and supplementing documents (if any).

Article 10. Effect

1. This Circular takes effect from March 13, 2026, and applies from the 2025 tax period.

2. For expenses deductible in determining corporate income tax arising before the effective date of this Circular for which the Minister of Finance's Circular No. 96/2015/TT-BTC dated June 22, 2015, providing guidance on enterprise income tax in the Government’s Decree No. 12/2015/ND-CP of February 12, 2015, detailing the Law Amending and Supplementing a Number of Articles of the Laws on Taxes, and amending and supplementing a number of articles of the decrees on taxes; and amending and supplementing a number of articles of the Ministry of Finance’s Circular No. 78/2014/TT-BTC of June 18, 2014, Circular No. 119/2014/TT-BTC of August 25, 2014, and Circular No. 151/2014/TT-BTC of October 10, 2014, (hereinafter referred to as Circular No. 96/2015/TT-BTC) has provided specific provisions on conditions and dossiers, such provisions shall apply for the 2025 tax period.

For expenses deductible in determining corporate income tax as prescribed in Article 3 of this Circular which have not been specifically provided for in Circular No. 96/2015/TT-BTC, the dossier components applicable to the 2025 tax period shall be invoices and documents as prescribed by law (for depreciation expenses or gradual allocation into expenses for leased assets during periods without tenants, dossiers evidencing the enterprise’s ownership or lawful right to use the assets must be available).

3. Provisions on non-cash payment documents and provisions on capital transfer under this Circular shall apply from the effective date of Decree No. 320/2025/ND-CP.

4. Where contractor contracts or subcontract contracts applying the mixed method under the Minister of Finance's Circular No. 103/2014/TT-BTC dated August 6, 2014, guiding the performance of tax obligations of foreign organizations and individuals doing business in Vietnam or earning income in Vietnam, were executed before the effective date of this Circular, the determination of corporate income tax obligations shall continue to comply with the legal documents in force at the time of contract execution.

5. In case the legal documents referred to in this Circular are amended, supplemented or replaced, the amending, supplementing or replacing ones shall prevail.

6. This Circular replaces:

a) The Minister of Finance's Circular No. 78/2014/TT-BTC dated June 18, 2014, guiding the implementation of the Government’s Decree No. 218/2013/ND-CP of December 26, 2013, detailing and guiding the implementation of the Law on Enterprise Income Tax;

b) The Minister of Finance's Circular No. 96/2015/TT-BTC dated June 22, 2015, providing guidance on enterprise income tax in the Government’s Decree No. 12/2015/ND-CP of February 12, 2015, detailing the Law Amending and Supplementing a Number of Articles of the Laws on Taxes, and amending and supplementing a number of articles of the decrees on taxes; and amending and supplementing a number of articles of the Ministry of Finance’s Circular No. 78/2014/TT-BTC of June 18, 2014, Circular No. 119/2014/TT-BTC of August 25, 2014, and Circular No. 151/2014/TT-BTC of October 10, 2014.

7. This Circular repeals provisions related to corporate income tax policy in:

a) Articles 1, 2, 7, 10, 13 (except Point b.11 Clause 1 Article 13), and 16 of the Minister of Finance’s Circular No. 103/2014/TT-BTC dated August 6, 2014, guiding the performance of tax obligations of foreign organizations and individuals doing business in Vietnam or earning income in Vietnam;

b) Article 6 of the Minister of Finance's Circular No. 119/2014/TT-BTC dated August 25, 2014, amending and supplementing a number of articles of the Ministry of Finance's Circular No. 156/2013/TT-BTC dated November 6, 2013, Circular No. 111/2013/TT-BTC dated August 15, 2013, Circular No. 219/2013/TT-BTC dated December 31, 2013, Circular No. 08/2013/TT-BTC dated January 10, 2013, Circular No. 85/2011/TT-BTC dated June 17, 2011, Circular No. 39/2014/TT-BTC dated March 31, 2014, and Circular No. 78/2014/TT-BTC dated June 18, 2014, for reform and simplification of tax administrative procedures;

c) Chapter I of the Minister of Finance's Circular No. 151/2014/TT-BTC dated October 10, 2014, guiding the implementation of the Government’s Decree No. 91/2014/ND-CP of October 1, 2014, amending and supplementing a number of articles of decrees on taxes;

d) Article 5 of the Minister of Finance's Circular No. 130/2016/TT-BTC dated August 12, 2016, guiding the Government’s Decree No. 100/2016/ND-CP of July 1, 2016, detailing the Law Amending and Supplementing a Number of Articles of the Law on Value-Added Tax, the Law on Excise Tax and the Law on Tax Administration, and amending a number of articles of various circulars on taxes;

dd) Article 3 of the Minister of Finance’s Circular No. 25/2018/TT-BTC dated March 16, 2018, guiding the implementation of the Government’s Decree No. 146/2017/ND-CP of December 15, 2017, and amending and supplementing a number of articles of the Ministry of Finance’ Circular No. 78/2014/TT-BTC of June 18, 2014, and Circular No. 111/2013/TT-BTC of August 15, 2013;

e) Article 2, Clause 5 Article 3, Article 4, and Clause 3 Article 5 of the Minister of Finance’s Circular No. 67/2022/TT-BTC dated November 7, 2022, guiding tax obligations upon an enterprise’s allocation of income to, and use of, its Science and Technology Development Fund;

g) Article 4 of the Minister of Finance's Circular No. 83/2016/TT-BTC dated June 17, 2016, guiding the application of investment incentives in accordance with the Law on Investment and the Government’s Decree No. 118/2015/ND-CP of November 12, 2015, detailing and guiding the implementation of a number of articles of the Law on Investment;

h) Article 4 of the Ministry of Finance's Circular No. 128/2011/TT-BTC dated September 12, 2011, guiding value-added tax and corporate income tax applicable to public healthcare establishments./.