Decree 255/2026/ND-CP tax administration of related-party transactions of enterprises

DECREE

On tax administration of related-party transactions of 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 promulgates the Decree on tax administration of related-party transactions of enterprises having related-party relationships.

Chapter I

GENERAL PROVISIONS

Article 1. Scope of regulation

This Decree provides the principles for application of tax administration to related-party transactions of enterprises having related-party relationships; related parties; analysis, comparison and selection of independent comparables, and methods for determining prices of related-party transactions; determination of expenses for tax calculation applicable to enterprises having related-party transactions; rights and obligations of taxpayers in declaration and preparation of related-party transaction price determination dossiers; responsibilities of taxpayers related to country-by-country profit reports; and responsibilities of state agencies for tax administration of taxpayers having related-party transactions.

Article 2. Subjects of application

1. Goods production and trading or service provision organizations (hereinafter collectively referred to as taxpayers) that are liable to pay corporate income tax and have related-party transactions defined in Article 5 of this Decree.

2. Tax offices.

3. State agencies, and relevant organizations and individuals.

Article 3. Principles of application

1. Taxpayers having related-party transactions shall eliminate factors causing reductions in tax obligations that are controlled or affected by relationships with related parties in order to declare and determine tax obligations for such transactions to be equivalent to those for arm’s length transactions under same conditions.

2. Tax offices shall administer and inspect taxpayers’ related-party transaction prices in accordance with the principles applicable to tax administration specified in Clause 4, Article 6 and the principles of tax inspection specified in Clause 1, Article 22 of the Law on Tax Administration No. 108/2025/QH15.

Article 4. Interpretation of terms

For the purposes of this Decree, the terms below are construed as follows:

1. Related-party transaction means a transaction arising between related parties involving the purchase, sale, exchange, lease, rent, free-of-charge borrowing and lending, delivery and transfer of goods and provision of services; borrowing, lending, financial service, financial security and other financial instruments; purchase, sale, exchange, lease and rent, free-of-charge borrowing and lending, delivery and transfer of tangible assets, intangible assets and agreement on purchase, sales and common use of resources such as assets, capital, employees and sharing of costs between related parties, except for business transactions involving goods and services whose prices are controlled by the State in accordance with the price law.

2. Tax treaty means the treaty specified at Point 11 of Appendix I to Decree No. 236/2025/ND-CP detailing a number of articles of the National Assembly's Resolution No. 107/2023/QH15 dated November 29, 2023, on the application of top-up tax under the Global Anti-Base Erosion Model Rules.

3. Agreement among competent authorities is an abbreviated term for an agreement concluded between the competent authority of Vietnam and the competent authority of a partner country or territory on the basis of a treaty or international agreement providing for the exchange of information, which specifically provides for the automatic exchange of country-by-country reports.

4. Ultimate parent company means a company specified in Clause 4, Article 3 of Resolution No. 107/2023/QH15 on the application of top-up tax under the Global Anti-Base Erosion Model Rules.

5. Counterpart tax office means the tax office of a country or territory which has concluded a tax treaty with Vietnam.

6. Independent comparable means an arm’s length transaction between unrelated parties, or an enterprise performing arm’s length transactions that is selected on the basis of comparability analysis and identification of comparables in order to determine levels of price, profit ratios and profit allocation rates with a view to assessing taxpayers’ tax obligations toward the state budget in compliance with the Law on Tax Administration and Law on Corporate Income Tax.

7. Material difference means a difference in price-forming factors that significantly or substantially affects prices, profit ratios and profit allocation rates of the parties to a transaction.

8. Range of arm’s length transaction values means a collection of values being prices, profit ratios, or profit distribution rates of independent comparables that are selected by the tax office or taxpayers on the basis of the database prescribed in Article 17 of this Decree. Values in this range have similar levels of reliability for comparison. In case of necessity, the statistical probability method may be used to identify the standard range of arm’s length transaction values and the median value of typical, universal and common nature in order to increase the reliability of a collection of independent comparables.

9. Range of arm’s length transaction values means a collection of values, from the 35^th percentile to the 75^th percentile; the median of the standard range of arm’s length transaction values is the 50^th percentile value of the statistical probability function.

10. Surrogate parent entity means a constituent entity of a multinational corporation that is designated by the ultimate parent company to prepare and file the country-by-country report on behalf of the ultimate parent company in the country or territory in which that constituent entity is a tax resident.

11. Local file means information on the related-party transactions and the policies and methods for determining the prices of related-party transactions of the taxpayer in Vietnam.

12. Master file means information on the business operations of the multinational corporation, the corporation’s policies and methods for determining the prices of related-party transactions globally, and its policies on the allocation of income and allocation of activities and functions within the corporation’s value chain.

13. Systemic failure means a situation in which a country or territory has an effective agreement on the automatic exchange of country-by-country reports but has suspended such exchange for reasons inconsistent with the terms of that agreement or persistently fails to exchange the country-by-country reports in its possession, resulting in the Vietnamese tax office not receiving such reports as prescribed.

Article 5. Related parties

1. Related parties shall comply with Clause 17, Article 4 of the Law on Tax Administration No. 108/2025/QH15.

2. Related parties include:

a) An enterprise directly or indirectly holds at least 25% of equity capital of the other enterprise;

b) Two enterprises have at least 25% of their equity capital directly or indirectly held by a third party;

c) An enterprise is the biggest shareholder of equity capital, holding directly or indirectly at least 10% of the other enterprise’s total shares;

d) An enterprise guarantees or grants another enterprise a loan in any form (even including third-party loans secured with financial sources of the related party and financial transactions of similar nature), provided that the total outstanding loans of the borrowing enterprise with the lending enterprise or guarantor equals at least 25% of equity capital and accounts for over 50% of the total outstanding loans of medium- and long-term debts of the borrowing enterprise.

Provisions of Point d do not apply to the following cases:

d.1) The guarantor or lender is an economic institution operating under the Law on Credit Institutions No. 32/2024/QH15 (amended and supplemented under 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 as prescribed at Points a, c, dd, e, g, h, k, l, and m of this Clause.

d.2) The guarantor or lender that is an economic institution operating under the Law on Credit Institutions No. 32/2024/QH15 (amended and supplemented under Law No. 96/2025/QH15) and the borrowing or guaranteed enterprise are not directly or indirectly subject to the management, control, capital contribution or investment of the same other party as prescribed at Points b, e and i of this Clause.

d.3) The creditor or guarantor is an organization wholly owned by the State that has the function of purchasing, selling and resolving debts and does not directly or indirectly participate in the management or control of, capital contribution to, or investment in the debtor enterprise or guaranteed enterprise as specified at Points a and c of this Clause.

dd) An enterprise appoints members of its leadership to manage or hold control of another enterprise who account for over 50% of total members of the leadership responsible for the management or control of the latter; or appoints a member who has the power to decide on financial policies or business activities of the latter;

e) Two enterprises have over 50% of members of their leaderships or have one member of their leaderships who have/has the power to decide on financial policies or business activities be appointed by a third party;

g) Two enterprises are managed or controlled in terms of their personnel, finance and business activities by individuals who have one of the following relationships with the other: wife, husband, natural or foster father, natural or foster mother, stepfather or stepmother, mother-in-law or father-in-law; natural or foster child, stepchild of the wife or husband, daughter-in-law or son-in-law; natural siblings, half-siblings, brother or sister-in-law, half brother or sister-in-law; maternal or paternal grandfather or grandmother, maternal or paternal grandchild, and maternal or paternal aunt, uncle or nephew or niece;

h) Two business establishments have the relationship of head office and resident establishment or are both resident establishments of a foreign organization or individual;

i) Enterprises are under the control of an individual who either contributes his/her capital to such enterprises or personally participates in managing such enterprises;

k) In other cases in which an enterprise (including an independent accounting branch that declares and pays corporate income tax) is under the de facto management, control or decision of its production and business activities by the other enterprise;

l) The enterprise has transactions of transferring or receiving the transfer of capital contribution of at least 25% of the equity capital of the enterprise in the tax period; borrowing or lending at least 10% of equity capital at the time of arising transactions in the tax period with the operator or controller of an enterprise or with an individual who has one of the relationships as prescribed at Point g of this Clause;

m) Credit institutions with subsidiaries or with controlling companies or with affiliates of credit institutions as prescribed in the Law on Credit Institutions No. 32/2024/QH15 (amended and supplemented under Law No. 96/2025/QH15).

Chapter II

ANALYSIS, COMPARISON, SELECTION OF INDEPENDENT COMPARABLES AND METHODS FOR DETERMINATION OF PRICES OF RELATED-PARTY TRANSACTIONS

Article 6. Principles of comparison and analysis

1. The comparison and analysis of a related-party transaction in order to determine the nature of a related-party transaction shall be carried out according to the substance over form principle:

a) The nature of transactions shall be determined by comparing legally binding contracts or documents or agreements on transactions between related parties to the reality of performance of these transactions by such parties. In case a taxpayer has a related-party transaction without a written agreement or with a written agreement incompliant with the arm’s length principle, or which is performed in reality not in compliance with the principle of arm’s length transactions between unrelated parties, such related-party transaction shall be determined based on the nature of business between independent parties. Specifically, the related party receiving revenues or profits from the related-party transaction with the taxpayer must have the rights to own and control business risks related to assets, goods, services and resources, and the right to create economic benefits and the rights to generate income from shares, stocks and other financial instruments, and the taxpayer incurring expenses from the transaction with the related party must receive direct economic benefits or values or contribute to generating revenues and added value for the taxpayer’s production and business activities in conformity with the arm’s length principle;

b) The nature of transactions shall be determined by the method of collecting information, evidence and data on transactions and risks posed to related parties in the reality of production and business activities.

2. Analysis and comparison of related-party transaction with arm’s length transaction:

a) The basis for comparing contracts, documents, agreements, and economic, commercial and financial relationships in taxpayers’ related-party transactions shall be data on and the actual performance of transactions between related parties, for comparison with business decisions that independent parties might accept under comparable conditions. The comparison principle applied in the analysis and comparison attaches great importance to the nature and practice of business and risks incurred by the related parties rather than the written agreements;

b) Comparability analysis must ensure comparability between an enterprise conducting arm’s-length transactions and an enterprise having related-party transactions, or between an arm’s-length transaction and a related-party transaction, without any difference that materially affects the price level, profit ratio or profit allocation rate between the parties. In case there exists a different factor materially affecting the price, profit ratio or profit distribution rate, it is necessary to analyze, determine and eliminate that material different factor by comparing factors prescribed in Articles 7 and 10 of this Decree and in conformity with each method of determining prices of related-party transactions prescribed in Articles 13, 14 and 15 of this Decree.

Article 7. Selection of independent comparables

1. Selection of internal independent comparables means the selection of transactions between the taxpayer and unrelated parties, ensures similarity and no difference materially affecting the price, profit ratio or profit distribution rate between parties. If there is no such internal independent comparable, comparables shall be selected under Points b and c, Clause 4, Article 17 of this Decree. Comparison between related-party and arm’s length transactions shall be made for each transaction involving each similar product. Where it is impossible to compare transactions by product, the aggregation of transactions must ensure conformity with the nature and reality of business activities, and the application of the method of determining prices of related-party transactions must comply with Articles 12, 13, 14 and 15 of this Decree.

2. Financial and business data of comparables must be reliable for use for tax declaration and calculation purposes, and conformable with regulations on accounting, statistics and taxation. The time of transactions of independent comparables must coincide with the time of related-party transactions or must be in the same financial year with that of the taxpayer, except for special cases where it is necessary to expand the period of comparison under Article 9 of this Decree. Data format must enable comparison and calculation of prices at the transaction time or in the same tax period; data used for comparison of profit ratios or profit distribution rates must be collected in at least three consecutive tax periods. Decimal values of relative ratios or rates shall be rounded up to the hundredth. If relative values are derived from data released without accompanying absolute numbers and this rounding method is not used, these data may be used with their sources quoted.

3. The minimum number of selected independent comparables after completion of comparison, analysis and adjustment of material differences is as follows: One comparable in case the related-party transaction or the taxpayers performing the related-party transaction and independent comparables have no difference; three comparables in case independent comparables have differences but there are sufficient information and data for eliminating all material differences; and five or more comparables when there are information and data for eliminating most of the material differences of independent comparables.

Article 8. Adjustment of prices, profit ratios and profit distribution rates of taxpayers

1. In case there are independent comparables with the similarly reliable comparison and such comparables have no differences or the independent comparables are differences but there are sufficient data and information for eliminating most of the material differences:

a) If the price, profit ratio or profit distribution rate of the taxpayer is in the range of arm’s length transaction values of similar independent comparables, the taxpayer is not required to adjust the price, profit ratio or profit distribution rate for determining the price of a related-party transaction;

b) If the price, profit ratio or profit distribution rate of the taxpayer does not fall within the range of arm’s length transaction values of similar independent comparables, the taxpayer must determine the value in the range of arm’s length transaction values which reflects the highest similarity with the related-party transaction in order to adjust the price, profit ratio or profit distribution rate of such related-party transaction without reducing taxable incomes and the taxpayer’s tax obligations toward the state budget.

2. In case there is only data information as a basis for eliminating most of the material differences of independent comparables, at least 05 independent comparables shall be selected and the standard range of arm’s length transaction values as specified in Appendix V to this Decree shall be applied. The selection of a value in the standard range of arm’s length transaction values in order to adjust and re-determine the price, profit ratio or profit distribution rate of the taxpayer is prescribed as follows:

a) If the price, profit ratio or profit distribution rate of the taxpayer is in the range of standard arm’s length transaction values of similar independent comparables, the taxpayer is not required to adjust the price, profit ratio or profit distribution rate for determining the price of a related-party transaction;

b) If the price, profit ratio or profit distribution rate of the taxpayer does not fall within the range of standard arm’s length transaction values of similar independent comparables, the taxpayer must determine the value in the range of standard arm’s length transaction values which reflects the highest similarity with the related-party transaction in order to adjust the price, profit ratio or profit distribution rate of such related-party transaction, and determine taxable income and payable tax, without reducing taxable incomes and the tax obligations toward the state budget;

c) Where the tax office adjusts or decides the taxpayer’s price, profit ratio or profit distribution rate, the adjusted or decided value shall be the median value of the standard arm’s-length transaction value range.

3. On the basis of the method of determining prices of a related-party transaction and selected independent comparables, to adjust the price, profit ratio or profit distribution rate of the taxpayer in order to determine the corporate income tax obligation of the taxpayer without reducing its tax obligations to the state budget.

Article 9. Expansion of the scope of comparison and analysis

1. In case it is impossible to find independent comparables for related-party transactions of particular nature, the scope of comparison and analysis may be expanded in terms of the sector, geographical market and comparison time so as to find independent comparables. The expansion of the scope of comparison and analysis is carried out as follows:

a) Selection of independent comparables according to the statistical economic subsectors that are most similar to the subsectors in which the taxpayer is operating in the same local market and locality, in the country;

b) Expansion of the comparable areas to regional countries with similar sectoral conditions and economic growth levels.

2. In case of expansion of the scope of analysis and selection of independent comparables to the above-mentioned areas, it is necessary to analyze quantitative and qualitative similarities and material differences under Clause 6, Article 10 and Article 14 of this Decree; or to use figures or data of independent comparables in the previous year and adjust material differences resulting from the time-related factor (if any).

The extended time for collection of figures and data of independent comparables must not exceed one financial year in comparison with the financial year of the taxpayer if the method of determining price of a related-party transaction prescribed in Article 14 of this Decree is used.

Article 10. Items used in analysis, comparison and adjustment of material differences

1. Comparison and analysis shall be made by using the method of comparing, reviewing and adjusting material differences in comparable factors in order to select independent comparables, including characteristics of goods, services and assets (hereinafter referred to as product characteristics); functions performed, assets, and production and business risks; and contractual terms and economic conditions under which transactions arise.

2. Product characteristics mean characteristics affecting to the price of a product, including: Characteristics of a tangible goods, such as physical characteristics, product types, quality and commercial trademark of a product, the reliability, availability and supplied quantity; service characteristics such as nature, complexity, expertise and scope of the service; characteristics of intangible assets such as form of transfer, type of property, form of ownership, ownership protection level and duration, transfer duration, rights to be transferred and benefits to be obtained from using intangible assets.

a) The analysis of intangible assets and the ability to allocate profits to related parties shall not be based solely on legal ownership but must take into account all risk control activities and financial capacity to manage risks throughout the development, enhancement, maintenance, protection and exploitation of intangible assets among related parties. The analysis and comparison shall base on a number of characteristics of intangible assets such as monopoly; scope and term of legal protection; rights established under the protection title, a license and written transfer of rights of intangible assets; the geographical extent to the rights of intangible assets; life cycle; development stage; the right to value enhancement, adjustment and updating of intangible assets; the expected profits of the intangible assets;

b) Analysis of the characteristics of intangible assets includes identifying the intangible assets used or transferred in the transaction and the specific, economically significant risks associated with the development, enhancement, maintenance, protection and exploitation of the intangible assets; identifying contractual arrangements, such as legal ownership of the intangible assets, the terms and conditions of legal arrangements, registrations, licensing arrangements and related contracts, and the associated risks; identifying the parties performing the functions of exploiting and using the assets and managing the risks associated with the development, enhancement, maintenance, protection and exploitation of the intangible assets; identifying the contractually agreed terms and the parties’ actual performance; identifying the actual related-party transactions associated with the development, enhancement, maintenance, protection and exploitation of the intangible assets, taking into account legal ownership of the intangible assets, related relationships and contractual rights, and the parties’ conduct; and determining the prices of transactions in a manner consistent with the parties’ contributions, functions performed, assets used and risks assumed.

3. Operational functions, assets and production and business risks performed by each party to the contract and assets, production and business risks in relation to the taxpayer's opportunity costs, economic conditions, sectoral conditions, field of operation and geographical position that are analyzed to identify factors that reflect the ability to gain profits from business activities and practices performed by the taxpayer in association with the function and the use of assets, capital and related costs.

The analysis results reflect the principal function in the relationship between the use of assets, capital and opportunity costs as well as the risks associated with the investment of assets, capital and such costs with the profitability that the taxpayer performs in relation to business transactions. To be specific:

a) The principal functions of an enterprise to be analyzed throughout the corporation’s value chain include research and development, such as performing contract research and development services, conducting independent research and development, developing engineering technology and designing products; manufacturing, including independent manufacturing, licensed manufacturing, contract manufacturing, processing, assembly and equipment installation; purchasing and selling, management of raw materials and other purchasing and selling activities; distribution, including independent distribution, limited-risk distribution, commission agency, wholesale distribution and retail distribution; provision of support services, such as legal, financial accounting, credit and debt collection, training and human resources management services; provision of transportation and warehousing services; brand development, such as marketing, advertising, promotion and market research activities; and other functions within the industry value chain;

b) The principal assets of an enterprise include intangible assets, such as technical know-how, copyrights, business know-how, secret formulas and patents; intangible assets related to commercial and marketing activities, such as brands, brand-building and brand identity systems, customer lists, customer data and customer relationships; tangible assets, such as factories, machinery and equipment; financial assets; and the rights, interests and economic benefits derived from such assets during their exploitation, use and transfer;

c) The principal business risks include strategic or market risks arising from the implementation of business strategies, such as market penetration, expansion or maintenance; infrastructure or inventory risks; financial risks, such as credit and bad-debt risks and foreign-exchange risks; transaction risks, such as pricing factors and payment terms in commercial transactions; product risks arising from design and development, manufacturing, quality management and after-sales services; business risks arising from capital investments and the number of customers; and force majeure risks.

Business risks of the taxpayer in the entire value chain of a corporation shall be analyzed to determine material risks to the entire sectoral value chain, the capacity of risk control such as deciding the risk management and handling when such risks occurs, including: Determining principal risks related to economy; evaluating the distribution level; handling risks in legally binding contracts or documents, agreements of the taxpayer; analyzing the function of control and minimizing risks in legally binding contracts or documents, agreements; inspecting and reviewing the taxpayer’s actual assumption and allocation of risks. Where the allocation of risks under legally binding contracts, documents or agreements differs from actual performance, the tax office shall, based on the risk analysis results, reallocate the risks and adjust the taxpayer’s price, profit ratio or profit distribution rate.

4. Contractual terms for conducting transactions include terms on transaction volume and conditions or product distribution conditions; payment periods, conditions and methods; conditions on product warranty, replacement, upgrading, modification or correction; conditions on business privileges and product distribution; and other conditions having economic effects, such as support services, quality inspection consultancy, instructions for use, and advertising and sales promotion support.

a) Where the terms of legally binding contracts, documents or agreements do not fully reflect the actual performance between related parties, comparison and analysis shall be conducted on the basis of a review of actual events or financial data to determine the economic characteristics and nature and actual business risks of the parties;

b) Where the related parties do not sign legally binding contracts or documents, agreements, and fail to record revenue or costs such as technical support, synergy within a corporation, sharing business know-how or using seconded or part-time employees, the analysis shall be carried out to determine the transaction nature and value, and incomes generated from such transactions and contribution by each related party. On that basis, the related-party transactions of the taxpayer shall be re-determined by comparison with business decisions that independent parties might accept under similar conditions.

5. Economic circumstances of a transaction and market conditions at the time when such transaction occurs and affects the price, profit ratio and profit distribution rate of parties.

a) Some economic circumstances when the transaction occurs include the scope and geographical position of the production and consumption market, the market level such as normal wholesale and retail, exclusive distribution; the level of competition of the product in the market and the corresponding competitive position of the seller and the buyer; availability of substitute goods; the level of supply and demand in the market and in each specific area; consumer purchasing power; economic factors affecting production and business costs incurred at the place of transactions such as tax incentives; market regulation policies of governments; production costs, expenditures for land, labor and capital; business cycle and factors that have a positive impact on the taxpayer s price, profit ratio and profit distribution rate, such as location characteristics, advantages, and cost savings based on geographical factors, local markets, workforce, and concentration of synergy and specialization functions on the basis of the contributions of all related parties involved in value creation;

b) Where the taxpayer and comparables neither reside within the same country, territory nor supply goods and services for the same geographic market, the analysis of economic circumstances includes analysis of comparability of markets where the taxpayer and comparables are residing with respect to comparative advantages, location-specific advantages influencing competitive factors such as costs of labor, raw materials, transportation, land rentals, costs of training, allowances, financial and tax incentive policies, infrastructure costs, market growth levels and advantageous features of market such as the number of population and customer with strong growth in spending capacity, and other comparative advantages.

6. Comparison and analysis for elimination of material different factors is an analysis aimed at eliminating quantitative and qualitative differences in financial information or data that materially affect the factors used as the basis for determining prices of related-party transactions by each method of determining prices of related-party transaction prescribed in Articles 13, 14 and 15 of this Decree. Quantitative difference is the difference determined by absolute numbers indicating business cycles, year of establishment and operation of an enterprise or by relative numbers representing differences in financial indicators according to particular investment sectors or operation functions and differences in working capital. Qualitative difference is information identified based on each specific method of determining price of a related-party transaction specified in Articles 13, 14 and 15 of this Decree.

a) Differences regarded as material include: The difference in product characteristics, contractual terms, functions, assets and risks and business line and economic circumstances of the taxpayer and independent comparables; differences in investment policies and environment and impacts of input production and business costs in local, domestic and foreign areas;

b) Quantitative and qualitative differences shall be reviewed and adjusted corresponding to comparable factors materially affecting the method of determining prices of related-party transactions prescribed in Articles 13, 14 and 15 of this Decree.

7. The analysis and comparison results shall be used as a basis for selection of independent comparables in conformity with each method of determining prices of related-party transactions prescribed in Articles 13, 14 and 15 of this Decree. In case where taxpayer fails to adjust the price, profit ratio and profit distribution rate according to independent comparables because the quantitative and qualitative differences cause materially effects, the taxpayer must search and re-select independent comparables in order to determine the standard arm’s length transaction value range with the most reliability and similarity and adjust the price of a related-party transaction in accordance with this Decree.

Article 11. Order of comparison and analysis

1. Identifying the nature of the related-party transaction before analyzing its similarity with independent comparables.

2. Analyzing, comparing, finding and selecting similar independent comparables on the basis of determining the comparison time, product characteristics and contractual terms; analyzing the sector, market and economic circumstances under which the transaction arises; analyzing the related-party transaction and the taxpayer performing the related-party transaction; database sources; method of determining the price of the related-party transaction, and adjusting material differences. To be specific:

a) Identifying the comparable scope, contents and factors, including comparison time, information used for analysis of the taxpayer with respect to comparable factors relating to functions, assets and risks; product characteristics; contractual terms; economic circumstances under which the transaction arises, analysis of the sector, market, context of business operations and transaction of goods, services and assets of parties, for the purpose of selecting the related party that needs to determine the price of a related-party transaction under this Decree;

b) Evaluating and searching comparables includes prioritizing examination of internal independent comparables on the basis of verification of the level of their reliability and independence in order to ensure that these transactions are not those arranged in breach of the arm’s length principle; setting out criteria for searching and determining database that may be relied on, as referred to in Article 17 of this Decree, in order to search similar independent comparables. On the basis of information that has been analyzed and examination of availability of data of independent comparables, selecting the method of determining the price of a related-party transaction appropriate for the nature of business, commercial, financial operations and risks incurred by the related party that requires determination of the price;

c) Analyzing the level of similarity and reliability of independent comparables that have been selected on the basis of examination and screening of qualitative and quantitative criteria; analyzing information about the economy, industry and financial figures of selected comparables in order to verify the level of similarity; determining material differences and adjusting material differences. On the basis of selection of similar independent comparables, using financial data and figures of selected independent comparables to determine bases for adjustment to the price, profit ratio and profit distribution rate of the taxpayer under Article 8 of this Decree.

3. Identifying the price, profit ratio or profit distribution rate based on results of analysis of independent comparables for use as the basis for comparison or application to determine the corporate income tax obligation of the taxpayer without reducing its tax obligations to the state budget. The computing method shall be applied consistently in the production and business cycle or stage suitable to the business functions and model as prescribed in Articles 12, 13, 14 and 15 of this Decree.

Article 12. Selection of methods of determining prices of related-party transactions

Comparison methods to determine prices of related-party transactions (hereinafter referred to as methods of determining prices of related-party transactions) shall be applied in conformity with the arm’s length principle, nature of transactions and functions of taxpayers on the basis of calculation and consistent application in the entire production or business cycle or stage and of financial data of independent comparables selected according to the comparison and analysis principles as prescribed in Articles 6, 7, 8, 9 and 10 of this Decree. The method of determining prices of related-party transactions shall be selected among the methods specified in Articles 13, 14 and 15 of this Decree, on the basis of characteristics of related-party transactions and available data information.

Article 13. Methods to compare related-party transactions’ prices with arm’s length transactions’ prices

1. Cases applied the method of comparing the price of a related-party transaction with that of an arm’s length transaction (below referred to as arm’s length transaction price comparison method):

The taxpayer performs related-party transactions for each type of goods, tangible asset or service under trading and circulation conditions common on the market or with prices quoted on the domestic and international exchanges of commodities or services; pays royalties for use of intangible assets; or pays loan interest in lending and borrowing activities; or the taxpayer performs both arm’s length and related-party transactions involving products that have similar characteristics and are subject to similar contractual terms.

2. Principles of application:

a) The arm’s length transaction price comparison method may be applied on the principle that there is no difference in product characteristics and contractual terms upon comparison between prices of arm’s length transactions and those of related-party transactions, which materially affects product prices. If there are differences materially affecting product prices, these differences shall be eliminated;

b) The factors of product characteristics and contractual terms which materially affect product prices include The characteristics, quality, brand and trademark of the products and the scale and volume of transactions; the terms of contracts for the supply and transfer of products; volume, time limits for transfer, payment time limits and other contractual terms; rights to distribute and sell goods, services and assets that affect the economic value and the market in which the transaction is conducted; and other factors affecting product prices, such as the taxpayer’s economic circumstances and operating functions.

3. Method of determination:

a) The price of products in the related-party transaction shall be adjusted based on that in the arm’s length transaction or the value in the standard arm’s length transaction value range of independent comparables as prescribed in this Decree;

b) In case the price of products is quoted on the domestic and international exchanges of commodities or services, the price of products in the related-party transaction shall be determined according to the price of products quoted at the same time and under similar conditions;

c) A taxpayer purchasing machinery or equipment from a foreign related party shall provide documents proving that the purchase prices comply with the arm’s length principle at the purchase time. For brand-new machinery or equipment, the price for comparison is the price on the invoice showing that the related party has purchased such machinery or equipment from an independent party. For used machinery or equipment, there must the original invoices or documents issued at the time of purchase; in this case, the assets shall be re-valued under current regulations on management, use and depreciation of fixed assets.

4. The result achieved from the determination of the price of the related-party transaction shall be used as the taxable price for declaring and determining the payable corporate income tax, which, however, must not reduce the taxpayer’s tax obligations to the state budget.

Article 14. Method of comparing the profit ratio of taxpayers with that of independent comparables

1. Cases of application:

The taxpayer has no database and information for the application of the arm’s length transaction price comparison method prescribed in Article 13 of this Decree or the taxpayer cannot compare product-based transactions on the basis of each transaction involving each similar product; the aggregation of transactions is carried out in order to ensure conformity with the business nature and reality, and selection of profit ratios of appropriate independent comparables; or the taxpayer fails to exercise autonomy over the entire production and business chain or fails to participate in performing related-party transactions under Article 15 of this Decree. To be specific:

a) The method of comparing the ratio of gross profit to revenue (the resale price method) shall be applied when the taxpayer sells or distributes products purchased from its related party to independent customers and does not create intangible assets associated with sold products; does not participate in the process of development, enhancement, maintenance and protection of intangible assets under the ownership of its related parties associated with the sold products, or does not carry out processing, manufacturing or assembly activities that may lead to any change in the nature and characteristics of these products, or attach trademarks to these products to increase their value. The resale price method shall not apply to a taxpayer that is a distributor owning valuable intangible assets of the group relating to brands, trademarks and other marketing-related intangible assets, such as customer lists, distribution channels, logos, images and brand identity elements used in market research, marketing or trade promotion activities; or that incurs costs for establishing or designing distribution channels or brand identity, or after-sales costs;

b) The method of comparing the ratios of gross profit to the cost (the cost plus profit method) shall be applied when the taxpayer does not own intangible assets and incurs little business risk, and performs manufacturing functions under contracts or purchase orders; processes, assembles, fabricates or manufactures products; installs equipment; purchases or supplies products; provides services; or conducts contract research and development for a related party. The cost plus profit method shall not be applied to the taxpayer that is an autonomy manufacturing enterprise, performing its functions varying from product research and development to building and creation of product brands, trademarks, market strategies and product warranty and customer care services;

c) The net profit ratio comparison method: The net profit ratio comparison method shall be used in the cases where the taxpayer does not have information necessary for application of the arm’s length price comparison method; does not have data and information about the accounting and bookkeeping method of independent comparables or, because of failure to search comparables with similar functions and products, does not have sufficient grounds for application of methods of comparing the ratios of gross profit to the cost or revenue; the taxpayer performing distribution or manufacturing functions does not own intangible assets or does not engage in development, enhancement, maintenance, protection and exploitation of intangible assets, or does not fall within the scope of application of the method of distribution of profits between related parties in accordance with Clause 1, Article 15 of this Decree.

2. Principles of application:

a) The profit ratio comparison method shall be applied on the principle that there is no difference in operation functions, assets and risks; economic circumstances and accounting and bookkeeping methods when making comparison between the taxpayer and independent comparables, which materially affects the profit ratio. If there are differences materially affecting profit ratios, these material differences shall be eliminated;

Factors materially affect profit ratios include: Factors related to assets, capital, costs; actual control rights and deciding rights in service of the performance of the taxpayer’s main functions; the nature of business lines and production market, product consumption; accounting and bookkeeping methods and product cost structures; economic circumstances when the transaction occurs; commercial or financial relationship of a multinational corporation; technical support; sharing business know-how; use of seconded or part-time employees and economic circumstances of sector and business lines of the taxpayer; product characteristics and contractual terms.

b) In case of application of the resale price method: Differences that may have a material impact upon the ratio of gross profit to the sale price (net revenue) such as costs reflecting functions of the enterprise that is a sales agent, exclusive distributor or distributor performing marketing functions; increased growth levels of product consumption markets; functions performed by the taxpayer within the supply chain such as retail, wholesale supply and accounting and bookkeeping methods of parties;

c) In case of application of the cost plus profit method: Differences that may have a material impact upon the ratios of gross profit to the cost, including costs reflecting functions performed by the enterprise such as manufacturing according to the contract designated by the parent company, or providing intra-corporation service; obligations to perform contracts such as duration to deliver products, costs of quality control, warehousing, terms of payment, and methods for accounting and bookkeeping for components of costs of the taxpayer and independent comparables;

d) In case of application of the net profit ratio comparison method: Differences that may have a material impact upon the ratio of net profit such as differences in operation functions, assets, risks; economic circumstances; contractual terms and conditions and product characteristics as prescribed in Article 10 of this Decree.

For taxpayers conducting business with simple production and distribution functions, making no strategic decisions and engaged in transactions creating low added value, which do not bear inventory risk or market risk and generate no revenues or incur no costs arising from the operation of intangible assets, they do not have to incur losses arising from these risks.

3. Method of determination:

The profit ratio comparison method uses the gross or net profit ratios of selected independent comparables to determine the taxpayer’s corresponding gross or net profit ratio. Whether to select the gross profit or net profit ratio to revenues, costs or assets depends on the nature and economic circumstances of transactions, functions of the taxpayer and accounting or bookkeeping methods of related parties. Grounds for determining profit ratios are accounting data of the taxpayer in term of revenues, costs or assets which are not controlled or decided by related parties.

a) The method of comparing the ratio of gross profit to revenue (the resale price method):

The purchase price (cost) of a commodity, a service or an asset sold by a related party equals (=) the sale price (net revenue) of that commodity, service or asset resold to an independent party less (-) the gross profit to the sale price (net revenue) of the taxpayer less (-) other costs included in the purchase price: Import duty; customs fee; insurance cost and international shipping cost (if any).

The gross profit to the sale price (net revenue) of the taxpayer, which is determined based on that of independent comparables, equals (=) the sale price (net revenue) of the taxpayer multiplied (x) by the ratio of gross profit to the sale price (net revenue) of selected independent comparables.

The ratio of gross profit to the sale price (net revenue) of selected independent comparables is the value within the standard range of arm’s length transaction values of the ratios of gross profit to the sale price (net revenue) of independent comparables which are selected for adjustment in conformity with the principles prescribed in this Decree.

The purchase price (cost) of such commodity, service or asset sold by a related party, which has been adjusted based on independent comparables, is the price for taxation or declaration costs for determination of corporate income tax obligations of the taxpayer.

b) The method of comparing the ratios of gross profit to the cost (the cost-plus profit method):

The sale price (or net revenue) of a commodity, a service or an asset sold to a related party equals (=) the cost thereof sold by an independent party plus (+) the gross profit to the cost of the taxpayer.

The gross profit to the cost of the taxpayer, which is determined from that of independent comparables, equals (=) the cost paid by the taxpayer multiplied (x) by the ratio of gross profit to the cost of selected independent comparables.

The gross profit to the cost paid by selected independent comparables is the value within the standard arm’s length transaction value range of the ratios of the gross profit to the cost paid by independent comparables which are selected for adjustment in conformity with the principles prescribed in this Decree.

The sale price (or net revenue) applied to the related party, which has been adjusted based on independent comparables, is the price for taxation, declaration costs for determination of corporate income tax obligations of the taxpayer.

c) The net profit ratio comparison method:

The ratio of net profit before loan interest and corporate income tax to revenue, costs or assets of a taxpayer engaged in related-party transactions shall be adjusted according to the ratio of net profit before loan interest to revenue, costs or assets of selected independent comparables, based on which tax obligations of the taxpayer shall be adjusted and determined.

Net profit excludes differences in revenues and costs of financial activities.

The ratio of net profit to be selected is the value within the standard range of arm’s length transaction values of the ratios of net profit of independent comparables which are selected for adjustment or determination of taxable income and tax obligations of the taxpayer in conformity with the principles prescribed in this Decree.

The ratio of net profit before loan interest and corporate income tax shall be determined in accordance with the laws on accounting, tax administration and corporate income tax.

4. The adjusted profit ratio determination results of the taxpayer shall be used as the basis for determining taxable incomes and payable corporate income tax amounts, but must not reduce the taxpayer’s tax obligations toward the state budget.

Article 15. Method of distribution of profits between related parties

1. Cases of application:

a) The taxpayer participates in a related-party transaction which is specific, integrated or closed within a corporation, or develops new products, uses proprietary technologies, takes part in the value chain of exclusive transactions within a corporation or the process of developing, increasing, maintaining, protecting and utilizing proprietary intangible assets in the absence of bases for determination of prices of transactions between related parties, or transactions closely connected or simultaneously performed, or complicated financial transactions relating to multiple financial markets around the globe;

b) The taxpayer participates in a digital economic transaction in the absence of bases for determination of prices of transactions between related parties or participates in the creation of added value from synergy within a corporation;

c) The taxpayer exercises its autonomy over the entire production and business process, and is not regulated by Clause 1, Article 13 and Clause 1, Article 14 of this Decree.

2. Principles of application:

The method of distribution of profits means a method of distribution of collected total profits to determine profits of the taxpayer engaged in the transaction chain. This method shall be applied to: total actual collected and potential profit which is calculated based on financial data from proper and valid documents; the value and profit of the transactions shall be determined by using the same accounting method in the whole period of application of this method.

3. Method of determination:

The adjusted profit of the taxpayer shall be distributed based on total collected profit, including actual and potential profits of parties engaged in the transaction chain.

The adjusted profit of the taxpayer is the total of basic profit and extra profit. The basic profit is calculated by the profit ratio comparison method prescribed in Article 14 of this Decree. The extra profit is calculated by the distribution rate based on one or some factors such as revenues, costs, assets or manpower of related parties to the related-party transaction and in conformity with the arm’s length principle.

In case of lack of information and data for distribution of the adjusted profit under the above provision, such distribution may be based on one or some factors such as revenues, costs, assets or manpower of related parties to the related-party transaction and in conformity with the arm’s length principle.

4. The adjusted profit determination results of the taxpayer shall be used as the basis for determining taxable incomes and payable corporate income tax amounts, but must not reduce the taxpayer’s tax obligations toward the state budget.

Chapter III

DETERMINATION OF COSTS FOR TAX CALCULATION FOR ENTERPRISES HAVING TRANSACTIONS WITH RELATED PARTIES; RIGHTS AND OBLIGATIONS OF TAXPAYERS IN DECLARATION, AND PREPARATION OF DOSSIERS FOR DETERMINATION, OF RELATED-PARTY TRANSACTION PRICES; RESPONSIBILITIES OF TAXPAYERS RELATING TO COUNTRY-BY-COUNTRY PROFIT REPORTS

Article 16. Determination of costs for tax calculation for enterprises having transactions with related parties

1. Costs of related-party transactions which neither accord with the nature of arm’s length transactions nor contribute to creating revenues or income of production and business activities of a taxpayer shall not be included in deductible expenses when determining income subject to corporate income tax in a period, including:

a) Payments to a related party that does not perform any production or business activity related to the production or business activities of the taxpayer; does not have the rights or responsibilities related to assets, goods or services provided to the taxpayer;

b) Payments to a related party that performs production or business activities but has a scale of assets, number of employees and operating functions incommensurate with the transaction value this related party has obtained from the taxpayer;

c) Payments to a related party that is a resident in a country or territory that does not collect corporate income tax, and that does not contribute to creating revenues or added value for production or business activities of the taxpayer.

2. Service costs between related parties:

a) Except for the payments specified at Point b of this Clause, a taxpayer may deduct its service costs for tax calculation purposes within a period when all the following conditions are met: The provided services have commercial, financial and economic value and directly serve production and business activities of the taxpayer; services provided by related parties are confirmed as having been already provided under the same conditions under which independent parties pay for these services; the service charges which are paid on the basis of the arm’s length principle and related-party transaction method or the method of distribution of service charges between related parties are applied consistently in the entire corporation to similar services, and the taxpayer shall provide a contract, documents, invoices and information concerning the method of calculation, factors of distribution and policies on prices applied to the provided services in the corporation.

For cases related to centers performing specialized functions and synergies in creating added value for the corporation, the taxpayer shall determine total value created from these functions and determine the level of profit distribution proportionate to the value of contribution by related parties after deducting relevant service charges paid for the related party to perform coordination or service provision functions in arm’s length transactions of similar nature

b) Service costs that are not deducted from taxable incomes include costs arising from services provided for the sole purpose of providing benefits or creating values for other related parties; services to provide benefits for shareholders of related parties; services which are repeatedly charged because multiple related parties provide the same services, or in which the added value offered to a taxpayer cannot be determined; services which are in nature benefits obtained by the taxpayer as a result of being a member of a corporation and costs that a related party adds to third-party services provided through a related intermediary do not add any value to these services.

3. Total loan interest costs that are deducted when determining incomes subject to corporate income tax for an enterprise having transactions with related parties:

a) The taxpayer’s total loan interest cost after deducting deposit interests and loan interests arising in a period eligible to be deducted from income subject to corporate income tax must not exceed 30% of total net profit generated from business activities in a period plus loan interest cost after deducting deposit interests and loan interests arising in a period, plus depreciation cost arising in that period;

b) Loan interest costs that are not deducted under Point a of this Clause shall be transferred to the next tax period when determining the total loan interest costs to be deducted in case where total generated loan interest costs to be deducted in the next tax period are lower than the prescribed level specified at Point a of this Clause. The time limit for the transferring loan interest cost shall not exceed 05 consecutive years, from the subsequent year of the year when the non-deducted loan interest cost arises;

c) Provisions specified at Point a of this Clause shall not be applied to loans of the taxpayers being credit institutions under the Law on Credit Institutions No. 32/2024/QH15 (amended and supplemented under Law No. 96/2025/QH15); insurance business organizations under the Law on Insurance Business No. 08/2022/QH15 (amended and supplemented under Law No. 139/2025/QH15); official development assistance loans (ODA), concessional loans of the Government that are implemented according to the method that the Government borrows from foreign countries and enterprises re-borrow such loans; loans for implementing national target programs (new rural development and sustainable poverty reduction programs); loans for program investment, social welfare projects of the State (such as houses for resettlement, labors, students, social houses and other public social welfare projects);

d) Taxpayers shall declare the rate of loan interest cost arising in a period in accordance with Appendix I to this Decree.

Article 17. Database used in declaration, determination and management of related-party transaction prices

1. Database used in the declaration and determination of related-party transaction prices of taxpayers includes:

a) Commercial database specified in Clause 15, Article 4 of the Law on Tax Administration No. 108/2025/QH15, and legal documents on tax administration;

b) Information and data of enterprises publicized on the stock exchanges;

c) Information and data publicized on domestic and international commodity and service exchanges;

d) Information from the national database, and information disclosed by domestic ministries and sectors or other disclosed official information sources.

2. Database used in the management of related-transaction prices by tax offices includes:

a) The database specified in Clause 1 of this Article;

a) Tax administration database specified in Clause 2, Article 35 of the Law on Tax Administration No. 108/2025/QH15, and legal 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; information from national databases; and information publicly disclosed by domestic ministerial- or sector-level agencies or from other official sources;

b) Commercial database;

c) Tax administration database.

The use of databases in the order of priority specified in this Clause must ensure compliance with the principles of comparison and analysis specified in Article 6 of this Decree.

4. Analyzing and selecting independent comparables in order to analyze and determine the arm’s length transaction range must comply with the principle of comparison and analysis and the methods of determining related-party transaction prices prescribed in this Decree according to the following priority order in selecting comparison data:

a) Internal comparables of taxpayers;

b) Comparables residing within the taxpayer’s country or territory;

c) Comparables of other regional countries with similar sectoral conditions and economic growth levels.

With regard to foreign comparables in different geographical markets, it is necessary to analyze similarities and quantitative and qualitative material differences under Article 9, and Article 10, of this Decree.

Article 18. Rights and obligations of taxpayers in declaration and preparation of dossiers for determination of related-party transaction prices

1. Rights of taxpayers

The rights of taxpayers in declaring and determining prices of related-party transactions shall be exercised in accordance with Clause 1, Article 37 of the Law on Tax Administration No. 108/2025/QH15.

2. Obligations of taxpayers

The obligations of taxpayers in declaring and determining prices of related-party transactions shall be performed in accordance with Clause 2, Article 37 of the Law on Tax Administration No. 108/2025/QH15, and the following provisions:

a) To declare and determine prices of related-party transactions without reducing corporate income tax liabilities payable in Vietnam;

b) To substantiate the conduct of comparability analysis and the selection of methods for determining prices of related-party transactions;

c) To declare information on related-party relationships and related-party transactions according to Appendices I, II and III to this Decree and submit such information together with the corporate income tax finalization return;

d) To prepare, retain and provide related-party transaction price determination dossiers comprising the following information, dossiers, documents, data and supporting documents:

d.1) Information on related-party relationships and related-party transactions according to Appendix I to this Decree;

d.2) Local file according to the list of information and documents specified in Appendix II to this Decree;

d.3) Master file according to the list of information and documents specified in Appendix III to this Decree;

d.4) Country-by-country profit report of an ultimate parent company, as specified in Article 19 and Appendix IV to this Decree.

3. Related-party transaction price determination dossiers shall be prepared before the time of filing in corporate income tax finalization returns each year, and shall be preserved and presented to meet the tax offices’ request for information.

The related-party transaction price determination dossier and information, materials and documents provided by taxpayers to the tax office must comply with the law on tax administration. Data, documents and materials used as the bases for comparison, analysis and determination of related-party transaction prices must have their sources clearly indicated. For data of independent comparables being accounting figures, taxpayers shall preserve them in the spreadsheet format files for provision to the tax office.

4. Taxpayers shall provide in a sufficient and accurate manner and bear responsibility before law for information and documents included in the related-party transaction price determination dossiers at the request of the tax offices in the course of consultation prior to an inspection or examination prescribed in Article 21 of this Decree. The time limit for submission of the related-party transaction price determination dossier is 30 working days counting from the date of receipt of the tax office’s request. In case a taxpayer has a plausible reason, the dossier submission deadline may be extended only once for no more than 15 working days.

5. Independent external consultancy or audit companies or tax procedure service providers (hereinafter referred to as tax agents) which act on behalf of taxpayers to prepare related-party transaction price determination dossiers shall comply with the provisions of the law on tax administration applicable to enterprises having related-party transactions prescribed in this Decree and take responsibility before law in accordance with regulations.

Article 19. Responsibilities of taxpayers related to country-by-country profit reports

1. A taxpayer that is an ultimate parent company in Vietnam and has global consolidated revenue equivalent to EUR 750 million or more in the financial year immediately preceding the reporting year shall prepare and submit to the tax office a country-by-country profit report according to Appendix IV to this Decree.

2. A taxpayer in Vietnam whose ultimate parent company is located abroad and has global consolidated revenue equivalent to EUR 750 million or more in the financial year immediately preceding the reporting year shall have the following obligations related to the country-by-country profit report:

a) The taxpayer is not required to submit the country-by-country profit report to the Vietnamese tax office in the following cases:

a.1) The ultimate parent company is required to prepare and submit the country-by-country profit report in the country or territory in which it is resident, and such report is automatically exchanged with the Vietnamese tax office under the Competent Authority Agreement;

The taxpayer in Vietnam shall submit a notification of the entity filing the country-by-country profit report to the Vietnamese tax office in accordance with Point d of this Clause.

a.2) The ultimate parent company designates a surrogate parent entity to file the country-by-country profit report in the country or territory in which such entity is resident no later than the last day of the ultimate parent company’s financial year, provided that the following conditions are satisfied:

a.2.1) The country or territory in which the surrogate parent entity is resident requires the filing of a country-by-country profit report;

a.2.2) Such country or territory has a Competent Authority Agreement in effect with Vietnam at the time the report is due;

a.2.3) Such country or territory is not experiencing systemic information exchange failure;

a.2.4) The surrogate parent entity has notified the competent authority of the country or territory in which it is resident that it is the surrogate parent entity in accordance with the law of that country or territory, where such law requires such notification;

a.2.5) The taxpayer in Vietnam submits a notification of the entity filing the country-by-country profit report to the Vietnamese tax office in accordance with Point d of this Clause, accompanied by the document designating the surrogate parent entity;

If the conditions specified at Point a.2 of this Clause are not satisfied, the taxpayer shall fulfill the obligation to submit the country-by-country profit report in accordance with Point b of this Clause.

b) The taxpayer shall be required to submit the country-by-country profit report to the tax office only in any of the following cases:

b.1) The ultimate parent company is not required to prepare and submit a country-by-country profit report in the country or territory in which it is resident;

b.2) The country or territory in which the ultimate parent company is resident has a tax treaty or international agreement with Vietnam but does not have a Competent Authority Agreement in effect with Vietnam at the time the report is due;

b.3) The country or territory in which the ultimate parent company is resident has a Competent Authority Agreement with Vietnam but systemic information exchange failure has occurred and the taxpayer in Vietnam has been notified of such failure.

The taxpayer is not required to submit the country-by-country profit report under Point b of this Clause where the ultimate parent company is not required to prepare and submit a country-by-country profit report in the country or territory in which it is resident because the corporation’s global consolidated revenue, as stated in the consolidated financial statements for the financial year immediately preceding the reporting year, is below the threshold for filing a country-by-country profit report prescribed by that country or territory due to differences among countries or territories in revenue thresholds, currency conversion or principles for determining revenue.

The submission of a country-by-country profit report under Point b of this Clause may be required only when Vietnam satisfies the requirements concerning information confidentiality, consistency and the use of information for proper purposes specified at Point h, Clause 2, Article 30 of the Law on Tax Administration No. 108/2025/QH15. The tax office shall publicly disclose its satisfaction of these requirements on the tax sector's website.

Where a multinational corporation has more than 01 taxpayer in Vietnam and the ultimate parent company issues a written designation of one taxpayer in Vietnam to submit the country-by-country profit report, the designated taxpayer shall submit the notification of the entity filing the country-by-country profit report in accordance with Point d of this Clause, accompanied by the written designation, and fulfill the obligation to submit the country-by-country profit report to the tax office.

c) A taxpayer in Vietnam designated by the ultimate parent company as the surrogate parent entity for filing the country-by-country profit report shall prepare and submit to the tax office the country-by-country profit report according to Appendix IV to this Decree. The designated taxpayer shall submit the notification of the entity filing the country-by-country profit report in accordance with Point d of this Clause, accompanied by the written designation.

d) A taxpayer shall submit to the tax office the notification of the entity filing the country-by-country profit report, made according to Form No. 01/TB-BCLN to this Decree.

Where a multinational enterprise group has more than 01 taxpayer in Vietnam and the foreign ultimate parent company issues a written designation of one taxpayer in Vietnam to submit the notification, the designated taxpayer shall submit the notification accompanied by the written designation.

From the effective date of this Decree, a taxpayer shall submit the notification of the entity filing the country-by-country profit report only once, when obligations related to the country-by-country profit report first arise. The notification must be submitted no later than the last day of the ultimate parent company’s financial year for the reporting year. Where any information in the most recently submitted notification of the entity filing the country-by-country profit report changes, including where the obligation to submit the country-by-country profit report terminates, the taxpayer shall submit an updated notification to the tax office within 90 days from the date on which the change arises.

3. The country-by-country profit report must be submitted no later than 12 months from the last day of the ultimate parent company’s financial year for the reporting year.

4. The country-by-country profit report shall be submitted in encrypted XML format.

5. The notification and the country-by-country profit report shall be submitted through the tax administration information system.

6. The foreign exchange rate used to determine the consolidated revenue threshold shall be the central exchange rate or the average cross exchange rate for December of the year immediately preceding the relevant reporting year, as announced by the State Bank of Vietnam.

Article 20. Cases of exemption from declaration and preparation of dossiers for determination of related-party transaction prices

1. A taxpayer shall be exempted from making declaration for determination of related-party transaction prices referred to in Sections III and IV in Appendix I to this Decree, and from preparing dossiers for determination of related-party transaction prices under this Decree only if it has transactions with related parties that are liable to pay corporate income tax in Vietnam, subject to the same corporate income tax rate as applied to the taxpayer, and neither of them is entitled to corporate income tax incentives in a tax period, but shall provide bases for such exemption in Sections I and II in Appendix I to this Decree.

2. A taxpayer shall make declaration for determination of related-party transaction prices according to Appendix I to this Decree but shall be exempted from preparing a dossier for determination of related-party transaction prices in the following cases:

a) The taxpayer has related-party transactions but the total revenue arising in a tax period is less than VND 50 billion and the total value of the related-party transactions arising in the tax period is less than VND 30 billion;

b) The taxpayer has entered into an advance pricing agreement (APA) and submitted the annual report in accordance with the law on advance pricing agreement. For related-party transactions which are not covered by the APA, the taxpayer shall make declaration for determination of the prices of these transactions in accordance with Article 18 of this Decree;

c) The taxpayer does business without generating revenue or incurring cost from the operation or use of intangible assets, generating revenues of under VND 500 billion, and applies a ratio of net profit before loan interest cost and corporate income tax (excluding differences between revenue and expenses from financial activities) to revenue in one of the following fields:

c.1) Distribution: At least 5%;

c.2) Manufacturing: At least 10%;

c.3) Toll processing: At least 15%.

Where the taxpayer separately monitors and accounts for the revenue and expenses of each field, the ratio of net profit before loan interest costs and corporate income tax to net revenue applicable to each respective field shall apply.

Where the taxpayer can separately monitor and account for revenue but cannot separately monitor and account for expenses incurred in each field of its production and business activities, the expenses shall be allocated according to the proportion of revenue from each field in order to apply the ratio of net profit before loan interest costs and corporate income tax to net revenue applicable to each respective field.

Where the taxpayer is unable to separately monitor and account for the revenue and expenses of each field of production and business activities in order to determine the ratio of net profit before loan interest costs and corporate income tax applicable to each respective field, the ratio of net profit before loan interest costs and corporate income tax to net revenue applicable to the field with the highest ratio shall apply.

A taxpayer that does not apply a ratio of net profit as prescribed at this Point shall prepare a dossier for determination of related-party transaction prices as required.

3. For a taxpayer that is exempted from declaring or preparing a related-party transaction price determination dossier under Clauses 1 and 2 of this Article, the total deductible loan interest costs used in determining the corporate income taxable income of an enterprise having related-party transactions shall be determined in accordance with Clause 3, Article 16 of this Decree.

Chapter IV

IMPLEMENTATION PROVISIONS

Article 21. Duties and powers of tax offices in management of prices of related-party transactions

1. To apply risk management measures in tax administration for prices of related-party transactions in accordance with the tax law.

a) To manage and use information on taxpayers having related-party transactions for risk management purposes;

b) To apply risk management in planning inspections of enterprises having related-party relationships and related-party transactions;

c) To manage and use taxpayers’ country-by-country profit reports for risk management and information exchange purposes in accordance with regulations and Vietnam’s commitments under international tax agreements, and not to use such reports to adjust or determine related-party transaction prices.

2. In pursuance to the comparison and analysis principle, principle and methods for determining related-party transaction prices prescribed in this Decree and on the basis of information about tax obligations declared by enterprises having related-party transactions, to assess tax in the following cases:

a) If the taxpayer violates tax law but fully complies with regulations on accounting, invoices and supporting documents, the tax office shall assess revenues, costs or taxable incomes for the purpose of determination of tax obligations by the comparison and analysis principle, principle and method of determining related-party transaction prices and databases used in the management of prices of related-party transactions as prescribed by this Decree;

b) Other cases specified in Article 24 of the Law on Tax Administration No. 108/2025/QH15, and legal documents on tax administration;

c) The tax office shall create conditions for the taxpayer to prove and explain figures and data of independent comparables used in the related-party transaction pricing dossier.

3. The tax office may assess the price level, profit ratios, profit allocation rates, taxable income or corporate income tax payable by a taxpayer that fails to comply with the provisions on declaration and determination of related-party transactions or fails to provide, or provides incomplete, information and data declared for the determination of prices of related-party transactions in any of the following cases:

a) Failing to provide, failing to sufficiently or correctly provide information or to submit Appendix I to this Decree;

b) Providing insufficient information required in the related-party transaction price determination dossier specified in Appendices II and III to this Decree or failing to present such dossier together with data, documents and materials used as the basis for comparison, analysis and determination of prices in the dossier at the tax office’s request within the time limit prescribed in this Decree. Information in the related-party transaction price determination dossier shall be considered material if it affects the results of the analysis and selection of similar independent comparables, the method for determining prices of related-party transactions, or the results of adjustments to the taxpayer’s price level, profit ratio or profit allocation rate;

c) Using inaccurate or untruthful information about independent transactions to carry out comparison and analysis, declare and determine prices of related-party transactions, or relying on materials, data and evidencing documents which are unlawful, invalid or are of unclear origin to determine the price, profit ratio or profit distribution rate for related-party transactions;

d) Violating the provisions on pricing of related-party transactions in Article 20 of this Decree;

dd) The database used for tax assessment shall comply with Article 17 of this Decree.

4. To keep confidential information provided by taxpayers relating to the pricing of related-party transactions in accordance with this Decree. Provision of information to other agencies and organizations must comply with Clause 5 of this Article.

5. If finding any issues relating to mechanisms and policies concerning specialized fields or sectors through inspections of the pricing of related-party transaction, to consult related agencies, organizations or persons as follows:

a) Specialized management agencies, specialized organizations and associations;

b) The tax office shall provide dossiers, information and documents relating to the pricing of related-party transactions specialized agencies or organizations consulted, which shall keep confidential information in accordance with law.

6. To exchange information with taxpayers and counterpart tax offices according to the consultation procedures implemented prior to, during and after the inspection of prices of related-party transactions as follows:

a) In case, through application of risk management measures in tax administration of prices of related-party transactions, the tax office finds it necessary to exchange information with the taxpayer regarding contents of Appendix I to this Decree and the related-party transaction pricing dossier of the taxpayer, the tax office shall send a request for consultation with the taxpayer in order to exchange and provide in advance information about the dossier in accordance with this Decree;

b) In case the tax office needs to contact and discuss with the counterpart tax office about the country-by-country report and other relevant information, the provisions on bilateral agreement and information exchange formalities in a relevant tax treaty shall apply. When necessary, the tax office shall notify the taxpayer in writing of suspension of the inspection in order to exchange information with the counterparty tax office in accordance with tax law.

7. Tax offices implementing the automatic exchange of information mechanism shall maintain information confidentiality in accordance with treaties and international agreements on tax to which Vietnam is a contracting party or signatory and the standards of the Global Forum on Transparency and Exchange of Information for Tax Purposes. On an annual basis, tax offices shall publish on the tax sector’s website a list of foreign tax offices engaged in the automatic exchange of country-by-country profit reports and any systemic information exchange failure (if any).

8. Tax offices shall adjust the determination of prices of related-party transactions in accordance with the Mutual Agreement Procedure specified in the relevant tax treaties.

9. In case the tax office has signed an APA with a taxpayer, it shall:

a) Manage and inspect related-party transactions which are not covered by the APA by the risk management-based pricing method;

b) Manage and inspect the taxpayer’s compliance with the concluded APA in accordance with regulations.

10. To conduct compliance management and provide support for taxpayers having related-party transactions

a) Tax offices shall develop and implement a voluntary compliance support program for enterprises having related-party transactions on the basis of risk management, in conformity with the capacity of the tax sector’s database system and the provisions of tax administration law;

b) Based on taxpayers’ declaration data, tax offices shall publish industry profit ratios by field, geographical area or taxpayer group to assist

taxpayers in declaring and determining prices of related-party transactions in accordance with the arm’s-length principle;

c) Tax offices shall assist taxpayers participating in the voluntary compliance support program in improving compliance and reducing risks in declaring and determining prices of related-party transactions;

d) Tax offices shall maintain the confidentiality of information and data provided by taxpayers participating in the voluntary compliance support program in accordance with law.

Article 22. Responsibilities of ministries, ministerial-level agencies and provincial-level People’s Committees

1. The Ministry of Finance, within the ambit of its tasks and powers, shall:

a) Perform the state management of tax of enterprises having related-party transactions and related-party transactions in accordance with this Decree;

b) Assume the prime responsibility for, and coordinate with, press and news agencies and ministries and sectors, within the scope of their respective tasks and powers, in conducting information and public communication activities concerning state administration of tax applicable to enterprises having related-party transactions;

c) Inspect the implementation of tax provisions applicable to enterprises having related-party transactions in accordance with this Decree.

2. The State Bank, within the ambit of its tasks and powers, shall:

a) Coordinate in the provision of information and data on borrowing of foreign loans and repayment of foreign debts of each specific enterprise having related-party transactions on the basis of the list requested by the tax office, including data on loan amounts, interest rate, periods of interest and principal payment, actual fund withdrawal, loan (principal and interest) repayment and other relevant information (if any);

b) Coordinate in providing, at the request of the tax office, information that has not been publicly disclosed in accordance with the Law on Credit Institutions No. 32/2024/QH15 (amended and supplemented under Law No. 96/2025/QH15).

3. The Ministry of Science and Technology and the Ministry of Agriculture and Environment, within the ambit of their tasks and powers, shall:

a) Coordinate in the provision of database relating to technology transfer contracts; industrial property rights transfer contracts; transfer of registration rights, transfer of plant variety ownership rights; dossiers of registration of intellectual property rights after establishment of industrial property rights or plant variety rights, and provide information when being consulted for the tax office to perform tax administration of enterprises having related-party transactions;

b) Coordinate in the provision of database on enterprises licensed to do business in the fields under its management and information about related-party transactions in the digital economy at the tax office’s request;

c) The provision, connection and sharing of information and data in electronic transactions between the Ministry of Science and Technology and tax offices shall comply with Decree No. 194/2025/ND-CP detailing a number of articles of the Law on E-Transactions regarding national database, data connection and sharing, and open data serving electronic transactions of state agencies.

4. The Ministry of Industry and Trade, within the ambit of its tasks and powers, shall:

coordinate in the provision of database on prices of commodities on domestic commodity exchanges and information within its scope of management as required for management of transaction prices by the tax office.

5. People’s Committees of provinces and centrally-run cities shall, within the ambit of their tasks and powers, organize the development, management, connection and sharing of the database under the specialized management to serve tax administration of enterprises having related-party transactions in accordance with law.

6. Ministries and sectors shall coordinate with the Ministry of Finance in implementing this Decree within the scope of their respective tasks and powers.

Article 23. Effect

1. This Decree takes effect from July 01, 2026, and applies for the corporate income tax periods of 2026.

2. The Government's Decree No. 132/2020/ND-CP dated November 05, 2020, prescribing tax administration of enterprises having transactions with related parties, and Decree No. 20/2025/ND-CP dated February 10, 2025, prescribing tax administration of enterprises having transactions with related parties, cease to be effective from the effective date of this Decree.

3. Where an enterprise is eligible for transitional treatment under Article 3 of Decree No. 20/2025/ND-CP, such transitional treatment shall continue to apply for the remaining period specified in Article 3 of Decree No. 20/2025/ND-CP.

Article 24. Implementation responsibilities

1. The Ministry of Finance assume the prime responsibility for, and coordinate with related ministries and sectors and provincial-level People’s Committees in, implementing this Decree.

2. Ministers, heads of ministerial-level agencies, chairpersons of People’s Committees of provinces and centrally-run cities, and related organizations and individuals shall implement this Decree.