Decree 320/2025/ND-CP detailing and guiding implementation of Law on Corporate Income Tax

DECREE

Detailing a number of articles of, and providing measures for guiding the implementation of, the Law on Corporate Income Tax

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Pursuant to the Law No. 63/2025/QH15 on Organization of the Government;

Pursuant to the Law No. 67/2025/QH15 on Corporate Income Tax (hereinafter referred to as the Law on Corporate Income Tax);

Pursuant to the Law No. 64/2025/QH15 on Promulgation of Legal Documents, which was amended and supplemented by the Law No. 87/2025/QH15;

At the proposal of the Minister of Finance;

The Government hereby promulgates the Decree detailing a number of articles of, and providing measures for guiding the implementation of, the Law on Corporate Income Tax.

Chapter I

GENERAL PROVISIONS

Article 1. Scope of regulation and subjects of application

1. Scope of regulation

a) Detailing a number of articles of the Law on Corporate Income Tax, including: Article 2; Article 3; Article 4; Article 8; Article 9; Clause 3 Article 10; Clause 2 Article 11; Clauses 2, 3 and 4 Article 12; Clause 1 Article 13; Clause 6 Article 14; Article 15; Article 16; Clauses 1,3 and 5 Article 18; Clause 3 Article 19;

b) Providing measures for guiding the implementation of the Law on Corporate Income Tax, including: Determination of taxed income; tax bases; tax rate; tax calculation methods; principles and subjects of application of corporate income tax incentives; preferential tax rates; tax exemption or reduction; conditions for application of tax incentives; deductions for setting up scientific and technological development funds of enterprises; effect.

2. Subject of application

This Decree applies to organizations, and individuals involved in the scope of regulation specified in Clause 1 of this Article.

Article 2. Taxpayers

1. Taxpayers defined in Clause 1, Article 2 of the Law on Corporate Income Tax (hereinafter referred to as enterprises) include:

a) Enterprises established and operating under the Law on Enterprises, the Law on Investment, the Law on Insurance Business, the Law on Securities, the Law on Oil and Gas, the Commercial Law, Law on Treaties, and provisions in other legal documents;

b) Enterprises established under foreign laws (below referred to as foreign enterprises) with or without Vietnam-based permanent establishments;

b1) Foreign enterprises with Vietnam-based permanent establishments shall pay tax on taxable incomes generated in Vietnam and taxable incomes generated outside Vietnam that are related to the operation of such permanent establishments;

b2) Foreign enterprises with Vietnam-based permanent establishments shall pay tax on taxable incomes generated in Vietnam that are not related to the operation of such permanent establishments;

b3) Foreign enterprises without Vietnam-based permanent establishments shall pay tax on taxable incomes generated in Vietnam;

b4) Foreign enterprises with Vietnam-based permanent establishments (excluding foreign enterprises prescribed at Points b1 and b2 of this Clause) that provide goods or services in Vietnam through forms of e-commerce or business on digital platforms shall pay tax on taxable incomes generated in Vietnam;

c) Non-business units established under Vietnam’s law;

d) Cooperatives and unions of cooperatives established under the Law on Cooperatives;

dd) Economic organizations established and operating under the Law on Credit Institutions;

e) Organizations other than those defined at Points a, b, c, d and dd of this Clause that carry out production and business activities and have taxable incomes under Article 3 of this Decree;

Enterprises established under Vietnam’s law as defined in this Clause shall pay tax on taxable incomes generated in Vietnam and taxable incomes generated outside Vietnam.

2. Organizations established and operating (or registering for operation) under Vietnam’s law (including organizations administering e-commerce exchanges and organizations administering digital platforms) are taxpayers in cases of paying tax on behalf of others when the Vietnamese party purchases services (including purchase of services associated with goods, purchase of goods supplied or distributed in the form of on-the-spot export and import or according to international commercial terms (Incoterms)), carrying out e-commerce business, carrying out business based on digital platforms, or receiving capital transferred on the basis of contracts signed with foreign enterprises defined at Points b2, b3, and b4 Clause 1 of this Article; securities investment fund management companies are taxpayers on behalf of investors when a securities investment fund divides profits to investors as prescribed in Clause 3 Article 14, and are the taxpayers for income from the transfer or lease of real estate of real estate investment funds as prescribed in Clause 6, Article 15 of this Decree; in case the transferee of a foreign enterprise's capital is a foreign organization or individual, the taxpayer is the enterprise established under the law of Vietnam in which the foreign organization invested its capital.

3. Foreign enterprises’ permanent establishments prescribed at Point b, Clause 1 of this Article are production and business establishments through which foreign enterprises conduct part or the whole of production and business activities in Vietnam, including:

a) Branches, executive offices, factories, workshops, means of transport, oil mines, gas fields, mines or other places of extraction of natural resources in Vietnam;

b) Construction sites, construction works, and installation and assembly projects;

c) Establishments providing services, including also consultancy services through employees or other organizations or individuals;

d) Agents for foreign enterprises;

dd) Vietnam-based representatives, in case they are competent to conclude contracts in the name of foreign enterprises, or in case they are not competent to conclude contracts in the name of foreign enterprises but regularly deliver goods or provide services in Vietnam;

e) E-commerce platforms or digital platforms through which the foreign enterprises provide goods and services in Vietnam.

The Minister of Finance shall detail this Article.

Article 3. Taxable incomes

1. Incomes used to determine incomes subject to corporate income tax include income from goods and service production and business activities defined in Clause 2 and other incomes specified in Clause 3 of this Article.

2. Incomes from goods and service production and business activities include:

a) Income of an enterprise from registered business sectors and trades, including the sectors and trades prescribed in Clause 2, Article 3 of the Law on Corporate Income Tax;

b) Income from oil and gas activities and other incomes directly related to oil and gas activities arising in a tax period, to be determined based on each oil and gas contract, treaty, and provisions in other legal documents.

3. Other incomes include:

a) Income from the transfer of capital, transfer of securities, or transfer of the capital-contributing rights as specified in Article 13 and Article 14 of this Decree, excluding: Revenue directly related to the issuance of stocks and stock dividends (except dividends of stocks in the form of payable debt), sale of fund stocks, stocks redeemed by such enterprise itself and other revenues directly related to the increase or reduction of equity capital of the enterprise;

b) Income from the transfer of real estate as defined in Clauses 15, 16 and 17 of this Decree, excluding income from transfer of real estate by real estate enterprises;

c) Income from the transfer of investment projects, income from transfer of the right to participate in investment projects, or income from transfer of the right to explore, extract and process minerals as defined by law regulations;

d) Income from asset ownership rights, asset use rights, including also royalties in any form paid for the ownership or use rights of assets; income from intellectual property rights; income from technology transfer as defined by law regulations.

Income from intellectual property rights or technology transfer is the total collected money amount minus (-) the cost or expense for creating the transferred intellectual property right or technology, the expense for maintaining, extending, amending, upgrading or developing the transferred intellectual property right or technology, and other deductible expenses related to the intellectual property rights or technology transfer;

dd) Income from asset lease (except for the asset being real estate) in any form.

The income from asset lease is determined as the lease turnover minus the expenses for depreciation, renovation, repair and maintenance of assets; expenses for lease of assets for sublease (if any); and other deductible expenses related to the asset lease;

e) Income from the transfer or liquidation of assets (except real estate).

The income from the transfer or liquidation of assets defined at this Point is the turnover collected from asset transfer or liquidation minus the residual value of assets at the time of transfer or liquidation and deductible expenses related to the transfer or liquidation of assets;

g) Income from interests on deposits, interests on loans, and sale of foreign currencies (except for income from credit extension, deposit, and foreign currency trading activities of credit institutions), including:

g1) Interest on deposits at credit institutions and interest on loans in any form as prescribed by law regulations, including interest on deferred payment, interest on installment payment, credit guarantee charges, and other charges in loan provision contracts;

g2) Income from foreign currency sales that is determined as the total money amount collected from foreign currency sales minus the total purchase price or total cost of the quantity of sold foreign currencies;

h) Income from exchange rate differences in a tax period, including exchange rate differences resulting from the revaluation of payable debts of foreign-currency origin at the end of a tax period and foreign exchange rate differences arising in a period, to be specific:

h1) Exchange rate differences arising in a period and exchange rate differences resulting from the revaluation of payable debts in foreign currency at the end of a tax period directly related to the turnover and expenses of the enterprise's main production and business activities shall be included in the expenses or income of the enterprise's main production and business activities. Exchange rate differences arising in a period and exchange rate differences resulting from the revaluation of payable debts in foreign currency at the end of a tax period not directly related to the turnover and expenses of the enterprise's main production and business activities shall be included in the financial expenses, if an exchange rate loss arises, or shall be included in the other incomes, if an exchange rate gain arises upon determination of taxable incomes;

h2) Foreign exchange rate differences of items of foreign-currency origin arising in a period to be included in income are the differences between the exchange rate at the time the items of foreign-currency origin arise and the exchange rate at the time of initial recording;

h3) Foreign exchange rate differences specified at this Point exclude foreign exchange rate differences resulting from the revaluation of balances at the end of a fiscal year for cash, deposits, money in transit, and receivable debts of foreign-currency origin;

i) Amounts deducted in advance as expenses which are left unused or have not been used up in the period of their deduction and not accounted by enterprises to reduce expenses;

k) Revenue from written-off bad debts which are now recovered; revenue from payable debts of unidentified creditors; and omitted income from business activities of previous years which is now found;

l) The difference between revenue from fines and compensation for economic contract breaches or bonuses for good fulfillment of contractual commitments (excluding fines and compensations recorded as reductions of the work value in the stage of investment or or as reductions in the value of purchased goods or services) and paid fines (excluding fines for administrative violations as prescribed by the law on handling of administrative violations), compensations for contract breaches in accordance with law shall be included in other incomes. In case a negative difference arises, it shall be deducted from other incomes; if no other income arises during the year, it shall be deducted from incomes from production and business activities;

m) Gifts in cash or in kind, or gifts in the form of services or goods for which no payment is required; income received in cash or in kind, or gifts in the form of services from sponsorship sources (excluding direct support from the state budget and from the Investment Support Fund established by the Government as prescribed in Clause 8, Article 4 of this Decree); income received from marketing support, cost support, payment discounts, promotional bonuses, and other supports.

The value of received incomes in kind, or gifts in the form of services or goods for which no payment is required, shall be determined based on the value of goods or services of the same or similar categories at the time of receipt;

n) Monies, assets, and other material benefits received by an enterprise from organizations or individuals under agreements or contracts in accordance with civil law in exchange for the enterprise’s handover of its old site for relocation of its production and business establishment, after deducting related expenses such as relocation costs (transportation and installation costs), the residual value of fixed assets, and other expenses (if any);

o) The difference arising from asset revaluation in accordance with law for capital contribution, transfer upon the division, splitting, merger, consolidation or enterprise transformation (except for the cases specified in Clause 9, Article 4 of this Decree), which are specifically determined as follows:

o1) The positive or negative differences resulting from the revaluation of assets is the difference between the revaluated value and the residual book value of such assets and shall be accounted as a lump as other incomes (for positive differences) or as reductions of other incomes (for negative differences) in a tax period upon determination of taxable income at the enterprise having assets revaluated upon the division, splitting, merger, consolidation, transformation of enterprises, or capital contribution;

o2) The positive or negative differences resulting from the revaluation of land use rights for: capital contribution (the enterprise receiving the land use right value may incrementally allocate such land value into deductible expenses), or transfer upon division, splitting, consolidation, merger, or transformation of enterprises; or capital contribution to investment projects on construction of houses and infrastructure facilities for sale, shall be accounted as a lump sum as other incomes (for positive differences) or as reductions of other incomes (for negative differences) in a tax period upon determination of taxable income.

Particularly, for the case of a positive difference resulting from the revaluation of land use rights contributed as capital to an enterprise to form fixed assets for production and business activities where the enterprise receiving the land use right value may not depreciate and may not incrementally allocate the land value into deductible expenses, such difference shall be incrementally accounted as other incomes of the enterprise having the land use rights revaluated for a period not exceeding 10 years, starting from the year the land use rights are contributed as capital. The enterprise must provide a notice on the number of years for allocation of such value into other incomes when submitting the annual corporate income tax finalization dossier of the year it starts declaring such income (the year of revaluation of land use rights for capital contribution).

In case the enterprise subsequently transfers the contributed capital in the form of land use right value (including cases of transfer before the 10-year term), the income from such transfer of contributed capital in the form of land use right value must be calculated and declared for tax payment as income from real estate transfer;

o3) An asset-receiving enterprise in cases of capital contribution or transfer upon division, splitting, consolidation, merger, or transformation of enterprises may depreciate or incrementally allocate the value into expenses based on the revaluated value (except for cases where the land use right value is not subject to depreciation or allocation into expenses as prescribed).

p) Income from business cooperation contracts (BCC) is the total turnover generated under such contracts minus the total expenses related to the generation of turnover under such contracts.

p1) If parties to a business cooperation contract divide business results based on the sales turnover of goods or services, it is the turnover divided to each party under the contract;

p2) If parties to a business cooperation contract divide business results based on products, it is the revenue from the products divided to each party under the contract;

p3) If parties to a business cooperation contract divide business results based on pre-tax profits, the parties must appoint one representative party responsible for issuing invoices, recording revenue and expenses, and determining the pre-tax profit to be shared with each party under the contract. Each party to the BCC shall fulfill its own corporate income tax obligations in accordance with regulations;

p4) If parties to a business cooperation contract divide business results based on after-corporate income tax profits, the parties must appoint one representative party responsible for issuing invoices, recording revenue and expenses, and declaring and paying corporate income tax on behalf of the other parties participating in the BCC;

q) For incomes received from overseas production and business activities, taxable income is the total of incomes before payment of corporate income tax (or a tax of a similar nature to corporate income tax);

r) Income from the sale of scraps and discarded products, after subtracting recovery and sale expenses, which shall be determined specifically as follows:

r1) In case enterprises generate the income from the sale of scraps and discarded products generated in the production of products in sectors, trades or geographical areas eligible for corporate income tax incentives, such income is eligible for corporate income tax incentives;

r2) In case enterprises generate the income from the sale of scraps and discarded products generated in the production of products ineligible for corporate income tax incentives, such income shall be accounted as other incomes;

s) Refunded import duty or export duty amounts on actually imported or exported goods that arise in the year of corporate income tax finalization may be accounted as deductible expenses in that year. In case refunded import duty or export duty amounts on actually imported or exported goods are for previous years of corporate income tax finalization, they shall be accounted as other incomes of these years;

t) Incomes from the contribution of capital, share purchase, joint ventures or associations at home which are divided from pre-corporate income tax incomes.

u) In case an enterprise admits a new capital-contributing member as prescribed by law and the amount contributed by this member is larger than the value of his/her/its contribution to the total charter capital of the enterprise:

u1) If this positive difference is identified as belonging to the enterprise to be added to its production and business capital, it shall not be included in taxable income for calculating corporate income tax of the enterprise;

u2) If this positive difference is divided to the existing capital-contributing members, it is the income of these members;

v) Other incomes as provided by law regulations.

4. Taxable incomes generated in Vietnam by foreign enterprises defined at Points c and d, Clause 2, Article 2 of the Law on Corporate Income Tax are incomes originating in Vietnam received from the provision of services, supply and distribution of goods (including the provision of goods and services via e-commerce or digital platforms), provision of loans and copyright royalties collected from Vietnamese organizations and individuals or foreign organizations and individuals doing business in Vietnam, regardless of their places of business; income from (direct or indirect) transfer of capital; income from transfer of investment projects, the capital contribution right, the right to participate in investment projects or the right to explore, exploit and process minerals in Vietnam regardless of their places of transfer.

The Minister of Finance shall detail Point b Clause 2 and Clause 4 of this Article.

Article 4. Tax-exempt incomes

Tax-exempt incomes is specified in Article 4 of the Law on Corporate Income Tax.

1. Income from fishing activities; income of enterprises from the production of products from planted trees, planted forests, livestock production, aquaculture, and agricultural and aquatic product processing (including also cases of purchasing agricultural and aquatic products for processing, hiring processing, or accepting processing) in geographical areas with extremely difficult socio-economic conditions; income of cooperatives and unions of cooperatives from the production of products from planted trees, planted forests, livestock production, aquaculture, and agricultural and aquatic product processing (including also cases of purchasing agricultural and aquatic products for processing, hiring processing, or accepting processing), and salt production.

a) Income from the production of products from planted trees, planted forests, livestock production and aquaculture of enterprises, cooperatives, and unions of cooperatives eligible for tax exemption under this Decree is income from products planted, raised, or cultured by the enterprises, cooperatives, or unions of cooperatives themselves, including income from the liquidation of products from planted trees, planted forests, livestock production, and aquaculture; income from the sale of discarded products related to products from planted trees, planted forests, livestock production, and aquaculture; or products planted, raised, or cultured by themselves and then undergoing ordinary semi-processing.

Products from planted trees, planted forests, livestock production, and aquaculture of cooperatives, unions of cooperatives, and enterprises shall be determined based on the level-1 economic sector codes of the agriculture, forestry and fisheries sector prescribed in the System of Economic Sectors of Vietnam.

b) Income from products and goods processed from agricultural and aquatic products eligible for tax exemption must simultaneously satisfy the following conditions:

b1) The ratio of value of raw materials being agricultural or aquatic products to production cost of a goods or product (goods and product cost) is at least 30%.

Input materials for agricultural and aquatic product processing activities must be agricultural or aquatic products that have not yet been processed into other products or have only undergone ordinary semi-processing (including by-products of the semi-processing process of agricultural and aquatic products).

b2) Products and goods processed from agricultural and aquatic products not be subject to excise tax in accordance with the Law on Excise Tax.

In cases where fresh products are frozen at a temperature of -18°C or colder, fresh products are processed into cooked products, or products are processed from raw materials mixed with spices and additives to create value-added products, they shall also be considered processed aquatic products and goods. Enterprises must separately account for income from products and goods processed from agricultural and aquatic products to be entitled to corporate income tax exemption;

c) The determination of products that have only undergone ordinary semi-processing as prescribed in this Clause shall comply with the Government's Decree No. 181/2025/ND-CP dated July 01, 2025, detailing the implementation of a number of articles of the Law on Value-Added Tax.

2. Income of cooperatives and unions of cooperatives operating in the fields of agriculture, forestry, fisheries and salt production in geographical areas with difficult socio-economic conditions or geographical areas with extremely difficult socio-economic conditions.

3. Incomes from the provision of technical services directly for agriculture eligible for tax exemption include: income from provision of services of irrigation and water drainage, flood drainage, flood prevention, tide prevention, saltwater intrusion prevention, water desalinization, counter-acidification and freshwater protection; soil plowing and harrowing; dredging of in-field canals and ditches; prevention and control of crop and animal pests and diseases, and harvest of agricultural products.

Technical services specified in this Clause shall be determined based on the level-1 economic sector codes of the agricultural sector as prescribed in the System of Economic Sectors of Vietnam.

4. Income from the performance of contracts on scientific research, technology development, and innovation and digital transformation; income from the sale of products turned out with the application of new technologies for the first time in Vietnam; and income from the sale of products from trial production in the course of trial production, including controlled trial production as prescribed by law, that shall be exempt from tax for 03 years.

a) Income from the performance of contracts on scientific research, technology development, innovation, and digital transformation in accordance with the law on science, technology, and innovation, the law on the digital technology industry, and the law on digital transformation shall be exempt from tax during the period of contract performance but for no more than 03 years from the date of generating income from the performance of such contracts.

b) Income from the sale of products turned out with the application of new technologies for the first time in Vietnam shall be exempt from tax for 03 years from the date of generating income from the sale of such products.

Products turned out with the application of new technologies for the first time in Vietnam eligible for tax exemption must ensure that the new technology applied for the first time in Vietnam is certified by a competent agency;

c) Income from the sale of products from trial production in the course of trial production, including controlled trial production as prescribed by the law on science, technology, and innovation, shall be exempt from tax for 03 years from the date of generating income from the sale of products from trial production.

Products from trial production eligible for tax exemption must be certified by a competent agency.

5. Income from goods and service production and business activities of enterprises each employing people with disabilities, persons who have undergone drug addiction treatment and persons infected with human immunodeficiency virus/acquired immune deficiency syndrome (HIV/AIDS) accounting for an annual average of 30% or more of employees and each having an annual average of employees of 20 or more, excluding enterprises operating in the fields of finance and real estate business.

a) Enterprises eligible for tax exemption as prescribed in this Clause must satisfy the following conditions:

a1) For enterprises employing people with disabilities (including wounded or sick soldiers) or persons infected with HIV/AIDS, such employees must have certification from a competent health agency;

a2) For enterprises employing persons who have undergone drug addiction treatment, certification of the complete detoxification issued by a detoxification establishment or a concerned competent agency is required.

b) Tax-exempt incomes specified in this Clause exclude other incomes specified in Clause 3, Article 3 of this Decree.

6. Income from vocational education and vocational training activities exclusively for ethnic minorities, people with disabilities, children in special circumstances and persons involved in social evils, in which:

a) Vocational education and vocational training establishments eligible for tax exemption as prescribed in this Clause are those established in accordance with the law on vocational education and vocational training and maintaining a list of students who are ethnic minorities, people with disabilities, children in special circumstances and persons involved in social evils;

b) In cases where a vocational education or vocational training establishment provides vocational education and vocational training activities for other subjects at the same time, the tax-exempt income shall be determined based on the ratio of students who are ethnic minorities, people with disabilities, children in special circumstances and persons involved in social evils to the total number of students in the establishment.

7. Incomes divided from capital contribution, share purchase, joint venture or association with domestic enterprises, after contributed capital recipients or joint-venture or association parties, including the cases where the contributed capital recipients, bond issuers or joint-venture or association parties enjoy corporate income tax incentives, have paid tax in accordance with the Law on Corporate Income Tax.

8. Received donations for educational, cultural, art, charitable, humanitarian and other social activities in Vietnam; donations received from enterprises without association relationship, and domestic and foreign organizations and individuals for scientific research, technology development, and innovation and digital transformation; direct support from the state budget and from the Investment Support Fund established by the Government; and the State’s compensation in accordance with law regulations.

a) Aid beneficiaries defined in this Clause are organizations established and operating in accordance with law regulations.

Enterprises with association relationship prescribed in this Clause shall comply with the law on tax administration;

b) Sponsorships for scientific research, technology development, innovation, and digital transformation activities shall be implemented in accordance with the law on science, technology, and innovation, the law on the digital technology industry, and the law on digital transformation;

c) Direct support from the state budget refers to the support from the state budget at all levels in accordance with the law on the state budget;

d) State compensation specified in this Clause is determined in accordance with the law on the State compensation liability and state compensation provisions under other laws;

dd) The Investment Support Fund specified in this Clause is the Fund established, managed, and used in accordance with the Government's Decree No. 182/2024/NĐ-CP dated December 31, 2024, on the establishment, management, and use of the Investment Support Fund;

e) If an enterprise uses the received donations or supports specified in this Clause for improper purposes, it will be subject to the retroactive collection of tax and sanctions for violations in accordance with law regulations.

9. The difference from asset revaluation in accordance with law to serve equitization and reorganization of enterprises in which the State holds 100% of charter capital.

a) Enterprises in which the State holds 100% of charter capital shall undergo their equitization and reorganization in accordance with the law on the management and investment of state capital in enterprises;

b) The difference from asset revaluation under this Clause shall be recorded as an increase in the State's capital in the enterprises;

c) Enterprises established after equitization or reorganization are entitled to apply depreciation or gradually allocate costs based on the revalued value.

10. Income from the transfer of emission reduction certificates, the first transfer of carbon credits by enterprises for which emission reduction certificates or carbon credits are issued; income from interests on green bonds; and income from the first transfer of green bonds after issuance, in which:

a) Income from the transfer of emission reduction certificates, the transfer of carbon credits defined in this Clause is the income of the enterprises that were granted the emission reduction certificates or carbon credits;

b) Income from the first transfer of green bonds after issuance specified in this Clause is the income from the transfer of green bonds that the enterprises purchased directly from the green bond issuers.

11. Income (including also interests on bank deposits, interests on government bonds and interests on treasury bills) from performance of the State’s assigned tasks in the following cases:

a) Income of the Vietnam Development Bank from development investment credit and export credit activities, including: the State's investment credit and export credit; credit guarantees and other credit activities assigned by competent State agencies;

b) Income of the Vietnam Bank for Social Policies from credit activities for the poor and other policy beneficiaries;

c) Income of the Vietnam Asset Management Company (VAMC);

d) Income from revenue-generating activities of Vietnam Social Security Fund, deposit insurance organizations, the Health Insurance Fund, the Vocational Training Support Fund, the Overseas Employment Support Fund, the Supporting Fund for Farmers, the Vietnam Legal Aid Fund, the Vietnam Public-Utility Telecommunications Service Fund, local development investment funds, the Vietnam Environmental Protection Fund, the Credit Guarantee Fund for Small- and Medium-Sized Enterprises, the Cooperative Development Support Fund, the Assistance Fund for Poor Women, the Fund for Assisting Overseas Vietnamese Citizens and Legal Entities, the Housing Development Fund, the Fund for Development of Small- and Medium-Sized Enterprises, science and technology development funds of ministries, ministerial-level agencies, government-attached agencies, provinces, cities, or the Science, Technology, and Innovation Development Fund of ministries, ministerial-level agencies, government-attached agencies, other central agencies, and provincial-level People's Committees, the National Venture Investment Fund and local venture investment funds established in accordance with the Law on Science, Technology, and Innovation, the Support Fund for Self-Employment of Poor Laborers, Land Development Fund, the National Defense and Security Industry Fund, the Defense Policy and Foreign Affairs Fund, the Investment Support Fund, the Policy and Law Formulation Support Fund, and other State funds or organizations operating for non-profit purposes as prescribed or decided by the Government or the Prime Minister.

In case the aforementioned Funds or organizations generate other incomes apart from the incomes from revenue-generating activities for performance of tasks assigned by the State, they must calculate and pay tax in accordance with regulations.

12. The non-divided income amount of establishments engaged in socialization of education-training and health activities and activities in other fields, which is retained for investment in the development of such establishments; the income amount forming the non-divided common fund and non-divided common assets of cooperatives and unions of cooperatives established and operating in accordance with the Law on Cooperatives.

a) The non-divided income amount of establishments engaged in socialization eligible for tax exemption as defined in this Clause must satisfy the condition that the ratio of non-divided income amount to taxed income is at least 25%;

b) Establishments engaged in socialization defined in this Clause include:

b1) Non-public establishments founded and satisfying the operation conditions prescribed by competent agencies in charge of socialized fields;

b2) Enterprises established to operate in the socialized fields and satisfying the operation conditions prescribed by competent agencies;

b3) Public non-business units that contribute capital, raise capital, enter into joint ventures or associations in accordance with law and establish independent accounting subsidiaries or enterprises to operate in the socialized fields under decisions of competent agencies.

These establishments engaged in socialization must satisfy the conditions on type, size and standards prescribed by the Prime Minister;

c) In case the non-divided income amount retained under this Clause is divided or spent for improper purposes, the units shall be subject to tax arrears collection and penalties for violations in accordance with the law.

13. Incomes from technology transfer in the fields in which technology transfer to organizations and individuals in geographical areas with extremely difficult socio-economic conditions is prioritized.

a) The regulations on technology transfer in this Clause and Clause 3, Article 21 of this Decree shall be implemented in accordance with the law on technology transfer and other relevant laws;

b) Fields prioritized for transfer of technologies include technologies on the list of technologies encouraged for transfer as prescribed by the law on technology transfer;

c) Geographical areas with extremely difficult socio-economic conditions are defined at Point a, Clause 3, Article 18 of this Decree.

14. Income of public non-business units from the provision of public non-business services, including:

a) Basic and essential public non-business services on the list of state budget-funded public non-business services;/

b) Public non-business services requiring the State’s support in terms of operating funds as service provision costs have not yet been fully included in service prices;

c) Public non-business services in geographical areas with extremely difficult socio-economic conditions;

d) Public non-business units specified in this Clause are organizations established under the decisions of competent agencies;

dd) Public non-business services, basic and essential public non-business services, and public non-business services for which the State must provide support and guarantee of operating funds as service provision costs have not yet been fully included in service prices as specified in this Clause, shall be determined in accordance with the Government's Decree No. 60/2021/ND-CP dated June 21, 2021, providing the financial autonomy mechanism applicable to public non-business units (as amended and supplemented by the Government's Decree No. 111/2025/ND-CP dated May 22, 2025).

Chapter II

TAX BASES AND TAX CALCULATION METHODS

Article 5. Tax bases

1. Tax bases include taxed income in a tax period and tax rate.

2. Tax period shall comply with Article 5 of the Law on corporate income tax and the law regulations on tax administration.

Article 6. Taxable income and clearing of taxable income in a tax period

1. Taxable income from production and business activities of an enterprise that conducts multiple production and business activities in a tax period is the total income from all production and business activities.

2. If a production or business activity of the enterprise suffers a loss, the loss shall be cleared against the taxable income from income-generating production and business activities as chosen by the enterprise, except for the cases defined in Clause 3 and Clause 4 of this Article.

The taxable income left after the clearing shall be subject to the corporate income tax rate applicable to income-generating production and business activities.

3. If the enterprise’s real estate transfer, investment project transfer, or transfer of the right to participate in investment projects suffers a loss, the loss may not be cleared against the taxable income from production and business activities currently entitled to tax incentives.

4. Taxable income from the transfer of mineral exploration, exploitation and processing investment projects; transfer of the right to participate in mineral exploration, exploitation and processing investment projects; or transfer of the right to explore, exploit and process minerals shall be separately determined for tax declaration and payment, and losses and profits may not be cleared against production and business activities in a tax period.

Article 7. Determination and carrying forward of losses

1. Loss arising in a tax period is the negative taxed income amount exclusive of losses carried forward from previous years.

2. Enterprises that suffer a loss after making tax finalization may carry forward continuously the whole loss to subsequent years’ taxable incomes. The loss carry forward period must not exceed 5 consecutive years, counting from the year following the year the losses arise.

Enterprises may temporarily clear their losses of a year against taxable incomes of the quarters of the year upon determination of temporary tax payment of the quarters and officially carry forward these losses in the year after making annual tax finalization declarations. The carrying forward of losses in several cases as follows:

a) Enterprises that have a loss arising in a certain quarter of a year may carry forward such loss from this quarter to the following quarters of that year. When making corporate income tax finalization, enterprises shall determine the loss of the whole year and continuously clear the whole loss against their taxable incomes of the years following the year when the loss arises in accordance with the above regulations;

b) Enterprises shall self-determine the amount of losses to be deducted from taxable income in accordance with this Decree. In the loss carry-forward duration, newly arising losses (excluding losses carried forward from the previous period) may be fully carried forward for not more than 05 consecutive years, counting from the year following the year the losses arise.

b1) When an agency competent to examine and inspect corporate income tax finalization detects a loss amount which an enterprise is allowed to carry forward is different from the loss amount determined by the enterprise itself, the loss amount allowed to be carried forward shall be determined based on the competent agency’s conclusion, and fully carried forward for not more than 05 consecutive years, counting from the year following the year the losses arise;

b2) Past the 05-year time limit counting from the year following the year the losses arise, the arising losses not yet fully carried forward are not allowed to be cleared against the following years’ i ncomes.

3. Enterprises suffering losses from the transfer of mineral exploration and exploitation projects; transfer of the right to participate in mineral exploration, exploitation and processing projects; or transfer of the right to explore, exploit and process minerals may carry forward losses to subsequent years against the taxable income of such activities. The loss carry forward period must not exceed 5 consecutive years, counting from the year following the year the losses arise.

4. In cases where an enterprise undergoes an enterprise transformation, ownership transfer, merger, consolidation, division or splitting and is determined suffering from losses up on performance of tax finalization as prescribed, such losses must be tracked in detail by the year of occurrence and be cleared against the income of the same year of the enterprise formed after transformation, merger, or consolidation, or continue to be carried forward to subsequent years of the enterprise formed after such transformation, merger, or consolidation to ensure the principle of loss carry-forward for no more than 05 consecutive years, starting from the year following the year the loss was incurred and in accordance with Clause 4, Article 25 of this Decree.

The enterprise’s losses arising prior to its division or splitting into other enterprises, which are still within the prescribed loss carry-forward period, shall be allocated to the post-division or post-split enterprises in proportion to the equity ratio divided or split.

Article 8. Turnover

Turnover used for calculating taxable income is specified in Article 8 of the Law on Corporate Income Tax.

1. Turnover used for calculating taxable income is the total of sales, processing remunerations and service charges, including also subsidies and surcharges enjoyed by enterprises, regardless of whether money has been collected or not.

a) For enterprises declaring and paying value-added tax by the tax credit method, turnover used for calculating corporate income tax is exclusive of value-added tax;

b) For enterprises declaring and paying value-added tax by the method of calculation of tax based directly on added value, turnover used for calculating corporate income tax is inclusive of value-added tax.

2. Time of turnover determination

a) For the sale of goods, it is the time of transfer of the right to own or use goods to the buyer;

b) For the provision of services, it is the time of completion of the provision of services or completion of each part of the provision of services for the buyer, except for the cases mentioned in Clause 3 of this Article;

c) The Minister of Finance shall define the time of turnover determination for the cases other than those specified at Points a and b of this Clause.

3. Turnover used for calculating taxable income in some cases is specified as follows:

a) For goods processing activities, it is the proceeds from processing activities, including remuneration, expenses for fuel, power and auxiliary materials, and other expenses for the processing of goods;

b) For goods or services sold on installment payment or deferred payment, it is the sale price by the method of one-off payment for such services or goods, excluding the interest amount for installment payment or deferred payment;

c) For units selling their goods through agents or units operating as agents under agency contracts selling goods at set prices to enjoy commissions, the turnover shall be determined as follows:

c1) For enterprises selling their goods through agents (including agents of sales by the mode of multi-level marketing), the turnover is the total amount of goods sales;

c2) For enterprises acting as agents for goods sale at prices set by enterprises delivering their goods, the turnover is the commission enjoyed under goods agency contracts.

d) For goods and services used for internal consumption or barter (excluding goods and services used for sustaining the production and business of enterprises), it is determined based on the selling price of products, goods or services of the same or similar categories on the market at the time of internal consumption or barter;

dd) For lease of assets, the turnover is the amount the lessee pays on a periodical basis under the lease contract. In cases where the lessee pays the rental in advance for many years, enterprises may, based on the conditions for implementation of the accounting regime, actual invoices and documents and the determination of costs, select either of the following methods to determine turnover for calculating taxable income: The turnover is the annual rental which is the advance payment of rental divided by the number of years of advance payment or the turnover is the total rental of the number of years of advance payment.

If an enterprise currently enjoying corporate income tax incentives selects the method of determining the turnover for calculating taxable income to be the whole rental paid in advance by the lessee for many years, the corporate income tax amount for each year/tax incentive period will be the total corporate income tax amount of the years for which the rental has been paid in advance divided by the number of years for which the rental has been paid in advance;

e) For golf course business, the turnover is the proceeds from the sale of membership cards and golf playing tickets and other revenues in the tax period which shall be determined as follows:

e1) For the form of sale of daily golf playing tickets and cards, the turnover for determining taxed income is proceeds from the sale of tickets and cards and other revenues arising in the tax period;

e2) For the form of sale of tickets and membership cards of prepaid type for many years, the turnover for determining taxed income of each year is the actually collected proceeds from the sale and other revenues divided by the number of years of card use or is the turnover paid in a lump sum.

g) For other business and service activities for which customers pay charges in advance for many years, it is the charge amount paid each year by service purchasers under contracts. In case service purchasers advance the charges for many years, it is allocated evenly to the number of years for which the charges have been advanced, or be determined according to the turnover paid in lump sum. For enterprises currently enjoying corporate income tax incentives, tax amounts eligible for incentives must be determined based on the total payable corporate income tax amount of the years for which the amount is prepaid divided by the number of years of prepayment;

h) For banking and securities activities (including derivative securities) and insurance activities, the determination of turnover shall be carried out in accordance with the law regulations on the financial regimes of credit institutions and foreign bank branches, the law on securities, and the law on insurance.

For derivative financial services, the determination of turnover shall comply with the law on accounting and other relevant laws (if any);

i) For transportation activities, it is the whole turnover from passenger fares and cargo and luggage freights arising in a tax period;

k) For construction and installation activities, the turnover is the value of work, work item or work volume already tested and accepted;

k1) In case of construction and installation involving contracted supply of materials, machinery and equipment, the turnover is the money amount from construction and installation activities, including the value of materials, machinery and equipment;

k2) In case of construction and installation without contracted supply of materials, machinery and equipment, the turnover is the money amount earned from construction and installation activities, excluding the value of materials, machinery and equipment;

l) For business activities under the form of a business cooperation contract (BCC), it is the amount from the sale of goods or services under the contract;

l1) If parties to a business cooperation contract divide business results based on the sales turnover of goods or services, it is the turnover divided to each party under the contract;

l2) If parties to a business cooperation contract divide business results based on products, it is the revenue from the products divided to each party under the contract;

m) For activities of prospecting, exploring and exploiting crude oil and natural gas, it is the total value of the actual output of crude oil and natural gas sold at the delivery point specified in the oil and gas contract where the ownership of crude oil and natural gas is transferred to the parties participating in the oil and gas contract, based on arm's length transactions of the crude oil purchase and sale contract and natural gas purchase and sale contract in the tax period (excluding value-added tax).

m1) In cases crude oil is sold not according to an arm's length transaction, the revenue from crude oil exploitation activities is determined by multiplying the volume of crude oil by the average selling price in the month of sale of crude oil of the same or equivalent type on the international market. Taxpayers shall be responsible for providing the tax agencies with information on the composition and quality of the crude oil being exploited. When necessary, tax agencies may refer to selling prices on the US market (WTI), the UK market (Brent), or the Singapore market (Platt’s), or consult with competent State agencies regarding the determination of the price of the crude oil being exploited by the taxpayers;

m2) Arm's length transactions shall comply with the law on oil and gas;

n) For prize-winning video game business (casino, prize-winning video game or betting business), the turnover is the proceeds from these activities including excise tax but minus the prizes paid to customers;

o) Other cases as guided by the Minister of Finance.

Article 9. Deductible expenses upon the determination of taxable income

1. Except for the non-deductible expenses specified in Article 10 of this Decree, an enterprise shall be entitled to deduction of expenses upon the determination of taxable income if the enterprise fully satisfies the conditions at the following Points a, b, and c:

a) Actual expenses related to production and business activities of the enterprise, including also additional expenses deducted based on the percentage of actual expenses arising in the tax period related to its research and development activities;

a1) Expenses incurred during the tax period related to the research and development activities of the enterprise shall be recorded as deductible expenses at a maximum of 200% of the actual expenses for these activities (excluding expenses specified in Clause 3, Article 10 of this Decree) incurred during the tax period at the enterprise;

a2) The determination of the deductible expense level for research and development activities specified at this Point must ensure that after applying the additional expense level, the enterprise does not incur a loss;

a3) The determination of actual expenses incurred during the tax period related to research and development activities specified at this Point shall be carried out in accordance with the law on science, technology, and innovation;

b) The enterprise has adequate invoices and documents as prescribed by law regulations.

For the cases of purchase of agricultural, forest and aquatic products directly from their producers or catchers; purchase of hand-made products of jute, rush, bamboo, leaves, rattan, straw, coconut husk, coconut shell or raw materials from agricultural products directly from their producers; purchase of waste materials from people who directly collect them; purchase of household items or assets directly from households and individuals; purchase of goods and services of business individuals and households (excluding the above cases) that record a turnover below the value-added tax-liable level, there must be payment documents in accordance with the law on accounting, invoices, and documents for the sellers (for cases where the value of goods or services purchased per day from each household or individual is 05 million VND or more, non-cash payment is required) and a List of purchased goods and services signed and accounted for by at-law representatives or authorized persons of the enterprise;

c) Non-cash payment documents are required for the expense for purchasing goods or services and other payments with a value from VND 05 million or more per transaction. Non-cash payment documents must comply with legal documents on value-added tax.

c1) In case a business establishment purchases goods or services valued at less than VND 05 million from the same seller but makes many purchases in the same day with the total value of VND 05 million or more, such expenses may be recorded as deductible expenses only when it produces non-cash payment documents.

c2) In cases an enterprise incurs expenses by authorizing/assigning an employee to directly purchase goods or services to serve the production and business activities of the enterprise with a value from 05 million VND or more, and these expenses are paid by the employee via non-cash payment services, they shall be recorded as deductible expenses if the following conditions are fully satisfied: There are invoices and documents in accordance with the law on accounting, invoices, and documents, and the financial regulations or internal regulations or decisions of the enterprise defining the authorization or permission for the employee to pay for the purchased goods or services to serve the production and business activities of the enterprise, and such expenses shall be subsequently reimbursed by the enterprise to the employee;

c3) In case of purchase of goods or services with a value from VND 05 million or more per transaction but, at the time of recording the expenses, the enterprise has not yet made the payment, the enterprise shall be entitled to record it as a deductible expenses for determination of taxable income. If the enterprise has no non-cash payment documents for such payment, it shall declare and reduce expenses for the value of goods or services without non-cash payment documents in the tax period in which they make the cash payment (even when tax agencies and functional agencies have issued inspection or examination decisions regarding the tax period in which such payment is made).

2. An enterprise shall be entitled to record other actually incurred expenses as deductible expenses when determining taxable income if such expenses fully satisfy the conditions defined at Point b and Point c, Clause 1 of this Article, including:

a) Expense for the performance of national defense and security education, drills, operation of militia and self-defense forces, and other national defense and security tasks as specified by law;

b) Expense as support for activities of the Party organization and socio-political organizations within the enterprise;

c) Expense for vocational education and training for employees, including: Costs paid to teachers, learning materials, equipment used for vocational education activities, practice materials, and other expenses supporting learners; training costs of the enterprise for employees recruited to work at the enterprise; and costs for training, retraining, and professional development for employees currently working at the enterprise.

The activities of education, training, retraining, and professional development for employees specified at this Point must be detailed in one of the following documents: the labor contract, the collective labor agreement, or the financial regulations of the enterprise;

d) Actual expenses for HIV/AIDS prevention and control activities at the enterprise’s workplace, including expense for training of HIV/AIDS prevention and control personnel of the enterprise, expense for HIV/AIDS communication among employees of the enterprise, charges for medical consultation, examination and HIV/AIDS test, expense for HIV/AIDS-infected employees of the enterprise;

dd) Donations for education, health and culture, prevention, combat, and remediation of consequences of disasters and epidemics, construction of great solidarity houses, houses of gratitude, and houses for policy beneficiaries as specified by law; donations as specified by the Government and the Prime Minister for localities in geographical areas with extremely difficult socio-economic conditions; and donations for scientific research, technological development, and innovation and digital transformation.

dd1) Donations for education in cash or in kind defined at this Point include: funding for public, people-founded and private schools within the national education system in accordance with the education law, which is not for contributing capital to or purchasing shares in the institutions; financing facilities for teaching, learning and school activities; financing regular school activities; financing scholarships for pupils and students of general education institutions, vocational education institutions and higher education institutions defined in the Education Law, which are directly granted to pupils and students or through education institutions, other agencies and organizations with the fund raising function as prescribed by law; financing contests on subjects taught in schools for contestants who are learners; financing the establishment of education promotion funds in accordance with the education and training law;

dd2) Donations for health in cash or in kind defined at this Point include: funding for health facilities established in accordance with the health law which is not for contributing capital to or purchasing shares of those health facilities; funding for medical equipment, medical instruments and medicines; funding for regular activities of organizations licensed for medical examination and treatment in accordance with the law; funding for patients through agencies and organizations with the fund raising function as prescribed by law;

dd3) Donations for culture in cash or in kind defined at this item include: funding for museums and libraries established in accordance with the law on culture, which is not for contributing capital to or purchasing shares in those museums or libraries; funding which are directly granted for the regular activities of cultural heritage conservation funds; funding for museums, libraries, and cultural heritage conservation funds through agencies or organizations with the fund raising function as prescribed by law;

dd4) Donations for the prevention, combat, and remediation of consequences of disasters and epidemics in cash or in kind defined at this Point include funding for the prevention, combat, and remediation of consequences of disasters and epidemics which are directly granted to organizations established and operating in accordance with the law; funding for damaged individuals through agencies or organizations with the fund raising function as prescribed by law;

dd5) Donations for construction of great solidarity houses, houses of gratitude, and houses in cash or in kind for policy beneficiaries as specified in this Point include: funding granted directly or through agencies or organizations with the fund raising function as prescribed by law.

Policy beneficiaries defined in this Clause include people with meritorious services as specified by the law on people with meritorious services; social relief beneficiaries entitled to state budget allowances; members of households classified as poor or living just above the poverty line; and other cases prescribed by law;

dd6) Donations in cash or in kind under the regulations of the Government or decisions of the Prime Minister for localities in geographical areas with extremely difficult socio-economic conditions in programs regulated by the Government or the Prime Minister to be implemented in localities in geographical areas with extremely difficult socio-economic conditions (including donations from enterprises for the construction of infrastructure works in geographical areas with extremely difficult socio-economic conditions according to Schemes approved by competent authorities).

dd7) Donations in cash or in kind for scientific research, technological development, innovation, and digital transformation for organizations and individuals. The recipients of donations specified at this Point shall comply with the law on science, technology, and innovation, and the law on digital transformation;

e) Expenses for scientific research, technological development, and innovation and digital transformation.

The determination of expenses for scientific research, technological development, innovation, and digital transformation specified at this Point shall be carried out in accordance with the law on science, technology, and innovation, and the law on digital transformation;

g) The uncompensated value of losses caused by disasters, epidemics or other force majeure events.

g1) Uncompensated value of losses caused by natural disasters, epidemics or other force majeure circumstances is the total value of losses minus the value which must be compensated by insurance enterprises or other organizations or individuals in accordance with law;

g2) In cases the compensation amount received by the enterprise occurs in a period different from the period when the loss was incurred, and the enterprise has not yet deducted this compensation from the loss value, the enterprise shall record the compensation amount into other income in the period when the compensation is generated;

g3) The determination of other force majeure events as a basis for determining the deductible value of losses specified at this Point includes disasters, fires, unexpected accidents, and other cases shall comply with the law on tax administration;

h) Actual expense for personnel seconded to participate in the governance, administration and control of credit institutions placed under special control, or commercial banks subject to mandatory transfer as specified by the Law on Credit Institutions;

i) Several expenses serving its production and business activities but not yet corresponding to the turnover generated in the tax period, including:

i1) Expenses incurred by a bidder for bidding activities but failing to win the bid;

i2) Expenses for market research, research on products or services in preparation for the production of new products or services, and investment expenses for projects of new product or service development that were unsuccessful or discontinued.

Enterprises shall be entitled to record in deductible expenses when calculating corporate income tax for the expenses specified at this Point when sending research reports on market development or development of new products or services to relevant State management agencies in accordance with the specialized laws. In cases the specialized laws do not define the submission of reports, the reports shall be archived at the enterprise;

i3) Expenses for land rental and expenses for management and maintenance of infrastructure paid to infrastructure business enterprises in economic zones, high-tech zones, high-tech agricultural zones, concentrated digital technology zones, industrial parks, or industrial clusters; and expenses for land rental paid to the State for land leased from the State, provided that such land and infrastructure must be the location or headquarters for production and business of the enterprise in cases they have not yet participated in the production and business activities of the enterprise;

i4) Depreciation expenses or gradually allocated expenses in accordance with regulations for leased assets during the period when there are no lessees.

In cases an enterprise has assets for lease but there are no lessees, and the assets are under the legal ownership or use right of the enterprise, the enterprise shall be entitled to record in deductible expenses the expenses related to these assets during the period without lessees;

i5) Expenses for establishment of the enterprise or its branches, dependent units, or business locations; expenses for recovery after suspension of production and business (not being expenses for construction investment to form fixed assets); and expenses for restoring the original state according to contracts before terminating production and business activities of the enterprise or terminating the operation of its branches, dependent units, or business locations;

i6) Expenses for product or service introduction or marketing before sales.

Enterprises shall be entitled to record in deductible expenses upon calculation of corporate income tax for the expenses specified at this Point when sending research reports on investment policies for product or service production to relevant State management agencies in accordance with the specialized laws. In cases the specialized laws do not define the submission of reports, the reports shall be archived at the enterprise;

i7) Expenses for the destruction of damaged inventory due to changes in natural biochemical processes, out-of-fashion goods, technically obsolete or outdated goods, expired goods, goods with no usable value, and goods ineligible for market circulation under the specialized laws; expenses for the destruction of raw materials, supplies, and components for which there is no longer a need for use. The expenses for the destruction of goods at this Point includes the value of the destroyed goods based on the cost price of the goods, raw materials, supplies, and components (excluding the provision amount made in accordance with regulations, if any) and expenses related to the destruction activities;

i8) Expenses for the destruction of assets due to damage, no longer having a need for use. The expenses for the destruction of assets at this Point includes the remaining book value at the enterprise and expenses related to the destruction activities;

i9) Expenses for the destruction of scrap and defective products arising during the processing and production process.

Enterprises must archive and fully provide dossiers related to the expenses at Point i of this Clause to serve inspection and examination tasks in accordance with the law;

k) Expenses as support for the construction of public works and also for the enterprise’s production and business activities;

The determination of public works specified at this item shall comply with Point 2, Section I, Section III and Section IV of Appendix I issued together with the Government's Decree No. 06/2021/ND-CP dated January 26, 2021, detailing a number of provisions on quality management, construction and maintenance of construction works.

l) Expenses related to greenhouse gas emission reduction for carbon neutrality and net-zero emission and reduction of environmental pollution that are also related to its production and business activities;

m) Contributions to Funds established under the Prime Minister’s decisions and the Government’s regulations, including: the Vietnam Public-Utility Telecommunications Service Fund; the fund for Prevention and Control of Tobacco Harms; the Vietnam Environment Protection Fund; and other Funds established under the decisions of the Prime Minister and regulations of the Government. The contributions to the Funds recorded as deductible expenses specified in this Point are the amounts that the enterprise is obligated to pay into the Funds in accordance with regulations.

Article 10. Non-deductible expenses upon the determination of taxable income

Non-deductible expenses upon the determination of taxable income shall comply with Clause 2 Article 9 of the Law on Corporate Income Tax, to be specific:

1. Expenses not fully satisfying the conditions specified in Clause 1 Article 9 of this Decree.

2. Fines paid for administrative violations including traffic violations, violations of regulations on business registration, violations of regulations on accounting, violations of tax laws, including late tax payment interests in accordance with the Law on Tax Administration, and fines for other administrative violations as prescribed by law.

3. Expenses which are offset by other funding sources; expenses which have been paid from the science and technology development funds of enterprises; science, technology, innovation, and digital transformation development fund of enterprises.

4. Expenses in excess of the defined expenses, for the following expenses:

a) The business administration expense allocated by an overseas enterprise to its Vietnam-based permanent establishment in excess of the prescribed level is calculated according to the following formula:

b) Expenses related to the hiring of management for the business of prize-winning electronic games or casino in excess of 4% of the turnover from such business.

c) Interest payments on loans of an enterprise having transactions with related parties in accordance with the law on tax administration for enterprises having transactions with related parties;

d) The direct expenses on the employees’ welfare that exceeds one month’s wage average actually implemented in the tax year, including: expenses for funerals and weddings of employees and their relatives; expenses on summer holidays; expenses for medical examination and treatment support; expenses for refresher training at educational institutions or vocational education establishments; expenses for supporting employees’ families affected by natural disasters, enemy sabotage, accidents and illness; expenses for rewarding employees’ children for their study achievements; expenses for supporting employees’ traveling during holidays; payment for accident insurance (excluding cases of payment for compulsory accident insurance under specialized laws), health insurance, and other voluntary insurance for employees (except for contributions to supplementary retirement insurance as prescribed by the Law on Social Insurance, and expenses for purchasing life insurance or voluntary retirement insurance for employees as guided at Point dd of this Clause) and other expenses on the employees’ welfare, specifically as follows:

d1) The average actually implemented one month’s wage is the implemented wage fund in a year divided by 12 months. For an enterprise that has operated for under 12 months, the average actually implemented one month’s salary is the wage fund implemented in the year divided by the number of months of operation;

d2) The implemented wage fund is the total of actually paid wages of that finalization year to the deadline for submission of finalization dossiers as prescribed (excluding the amount deducted for the wage provision fund of the previous year spent in the tax finalization year);

dd) Deductions in excess of VND 5 million/month/person for the supplementary retirement insurance under the Law on Social Insurance or fund of social security nature, purchase of voluntary pension insurance and life insurance for employees. Expense in excess of the level prescribed by the laws on social insurance and health insurance for setting up funds of social security nature (compulsory supplementary retirement insurance and social insurance), health insurance fund and unemployment insurance fund for employees, to be specific:

dd1) Contribution to supplementary retirement insurance according to the Law on Social Insurance or funds of a social security nature, and expenses for purchase of voluntary retirement insurance or life insurance for employees, shall be recorded as deductible expenses provided that they must not exceed the level prescribed at this Point and the conditions for entitlement and the benefit levels must be specifically stated in one of the following dossiers: labor contract; collective labor agreement; financial regulations of the company, corporation or group; reward regulations issued by the chairperson of the Board of Directors, general director or director under the financial regulations of the company or corporation;

dd2) The enterprise shall not record in expenses for the amounts for participating in supplementary retirement insurance according to the Law on Social Insurance or funds of a social security nature, or for purchase of voluntary retirement insurance or life insurance for employees, if the enterprise fails to fully fulfill its compulsory insurance obligations for employees (including cases of outstanding compulsory insurance premium debts).

5. Deduction and use of provisions for inventory price decrease, losses in financial investments, bad receivables and warranty of products, goods, construction and installation works and professional risk provisions of value appraisal enterprises and independent audit service enterprises not in accordance with the law on deduction of provisions.

6. Depreciation expense for fixed assets in one of the following cases:

a) Depreciation expense for fixed assets not used for the production and trading of goods and provision of services.

Particularly, fixed assets serving employees of enterprises such as mid-shift rest houses and canteens, locker rooms, toilets, infirmaries, and vocational training facilities, libraries, kindergartens, gyms, and equipment and furniture qualified as fixed assets installed in these works; clean water tanks, garages; commute cars, houses for employees; expenses for the construction of physical foundations and for procurement of machinery and equipment being fixed assets for organizing vocational training activities and assets directly serving employees of enterprises, may be depreciated and included in deductible expenses for determining taxable income;

b) Depreciation expense of fixed assets without any papers proving that they are owned by enterprises (except fixed assets from financial lease);

c) Depreciation expense of fixed assets that are not managed, monitored and accounted in accounting books of enterprises under the current regime of management of fixed assets and cost-accounting;

d) The depreciated amount that is incorrect or exceeds the levels prescribed in the Minister of Finance’s current regulations on the management, use and depreciation of fixed assets, to be specific:

d1) Enterprises shall make depreciation of fixed assets according to the Minister of Finance’s regulations on the management, use and depreciation of fixed assets, including accelerated depreciation (if meeting conditions of Finance.);

d2) For assets being tools, instruments, reusable packages which are not qualified as fixed assets under regulations (including the tools, instruments, reusable packages not qualified as fixed assets serving employees defined at Point a of this Clause), the expenses for purchasing these assets may be allocated to production and business expenses in the period but for no more than 3 years;

dd) Depreciation for fixed assets that have been fully depreciated, except for cases where the fixed assets are permitted by competent agencies to be revalued;

e) Some specific cases:

e1) The following amounts may not be included in deductible expenses when determining taxable income: The depreciation corresponding to the historical cost in excess of VND 1.6 billion/car for passenger cars of 9 seats or under (except automobiles used for passenger transport, travel and hotel business; automobiles used as models and trial driving); the depreciation of fixed assets being airplanes, helicopters, gliders, and yachts not used for cargo and passenger transport and travel and hotel business. In case enterprises transfer or liquidate passenger cars of 9 seats or under, the residual value of such a car shall be determined to be the actual historical cost minus the accumulated depreciation of the fixed asset under the regulations on management, use and depreciation of fixed assets by the time of the transfer or liquidation.

Passenger cars of 9 seats or under exclusively used for passenger transport, travel and hotel business are cars registered under the names of enterprises which, in their enterprise or business registration certificates, have registered one of these business lines: passenger transport, travel or hotel business, and have been licensed for doing business as prescribed in legal documents on passenger transport, travel or hotel business. airplanes, helicopters, gliders, yachts not used for the business purposes of transport of goods, passengers, or tourists are those of enterprises that have registered and accounted for fixed asset depreciation, but whose enterprise registration certificate or business registration certificate does not include business lines for goods transport, passenger transport, travel or hotel business;

e2) For land-attached works used for both production and business and other purposes, the depreciation of the value of these works corresponding to the area not used for production and business or not serving for employees working in the enterprises may not be included in deductible expenses under Point a of this Clause.

Enterprises shall be entitled to record depreciation as deductible expenses when determining taxable income in accordance with the prescribed depreciation rates and time frame for use of fixed assets as regulated by the Minister of Finance for land-attached works, such as working office, workshops, and stores serving the production and business activities of the enterprises, provided that the following conditions are satisfied: Possessing a land use right certificate bearing the name of the enterprise (in cases where the land is owned by the enterprise) or having a contract of land lease or land borrowing with the land owner, with the enterprise’s representative taking responsibility before law for the accuracy of the contract (in cases of land lease or borrowing); having an invoice of payment for the handed-over construction work volume enclosed with the construction contract, contract liquidation document (if any), and financial settlement of the construction work value bearing the name, address and tax identification number of the enterprise; and having the land-attached works managed, monitored and accounted in accordance with current regulations on management of fixed assets;

e3) In case fixed assets owned by enterprises and used for production and business have to be temporarily left unused due to seasonal production for a period of less than 9 months, temporarily left unused for repair or relocation or periodic maintenance for a period of less than 12 months, before being further used for production and business activities, during that temporary non-operation, enterprises may depreciate these assets and include the depreciation expenses during the time of temporary non-operation in deductible expenses for determining taxable income;

Enterprises shall keep complete dossiers and provide them and the reason for the temporary non-operation of fixed assets upon request of tax agencies;

e4) Long-term land use rights may not be depreciated and distributed to deductible expenses for determining taxable income. Termed land use rights, in case there are sufficient invoices and documents and the procedures are carried out in accordance with law regulations and the land is used in business and production activities, may be allocated in deductible expenses during the land use term indicated in the land use right certificates or the land lease term stated in the land allocation/land lease contract (including the case of new construction or suspension of operation for repair or new construction).

In case an enterprise purchases tangible fixed assets being houses or architectural objects associated with long-term land use rights, the value of land use rights must be separately calculated and recorded as intangible fixed assets. For tangible fixed assets being houses or architectural objects, their historical cost is the actual purchase price plus expenses directly related to the putting of tangible fixed assets into use. The value of land use rights is determined to be the contractual purchase price of real estate matching the market price but not lower than the land price set by the People’s Committee of the province or centrally-run city at the time of asset purchase. In case an enterprise purchases tangible fixed assets being houses or architectural objects associated with long-term land use rights and the value of these land use rights cannot be separated, then the value of land use rights will be determined to be land price in the land price list set by the People’s Committee of the province or central-run city at the time of asset purchase.

For an enterprise that transfers part of its contributed capital or transfers the whole of other enterprise in accordance with the law regulations, if there is a transfer of assets, the transferee shall only be entitled to record the depreciation of fixed assets as deductible expenses for the transferred assets that satisfy the conditions for depreciation based on the net book value on the accounting books of the transferor.

7. Periodic or cyclic pre-deducted expenses that are not used or completely used at the end of the period or cycle, to be specific:

a) Pre-deducted expenses include pre-deducted expenses for overhaul of fixed assets under the law on accounting, pre-deducted expenses for activities of which turnover has been accounted but the contractual obligation has not yet been fulfilled (even for enterprises leasing their assets or providing services for many years and collecting money in advance, and having recorded all of such money in the turnover of the collection year) and other pre-deducted expenses;

b) If the turnover for calculating enterprise income tax has been recorded but all expenses have not yet fully arisen, production and business enterprises may pre-deduct according to regulations from deductible expenses the expenses corresponding to the recorded turnover for determining taxable income. Upon completing the contract, enterprises shall calculate the exact actual expenses based on lawful invoices and documents to increase (if the actual expenses are higher than the pre-deducted expenses) or decrease (if the actual expenses are lower than the pre-deducted expenses) expenses in the tax period when the contract is completed.

8. Expenses for employees in one of the following cases:

a) Salaries, wages and other amounts payable to employees that enterprises have accounted as production and business expenses in the period but have not made such payments or have no payment documents as required by law;

b) Salaries, wages and bonuses for employees for which the conditions for entitlement and rates of entitlement are not specified in one of the following dossiers: labor contract or the document issued by the foreign enterprise on reassignment of employees to work in Vietnam (in cases where the foreigner is transferred or reassigned internally by the enterprise between the parent company and its subsidiaries); collective labor agreement; financial regulations of the company, corporation or group; reward regulations issued by the chairperson of the Board of Directors, general director or director under the financial regulations of the company, corporation or group.

b1) In case the labor contract signed between an enterprise and a foreigner states that schooling expenses for children of the foreigner to acquire preschool to higher secondary education in Vietnam shall be paid by the enterprise, which are of salary or wage nature and have adequate invoices and documents according to regulations, these expenses may be included in deductible expenses for determining taxable income;

b2) In case the labor contract signed between an enterprise and an employee states that housing expenses shall be paid by the enterprise, which are of salary or wage nature and have adequate invoices and documents according to regulations, these expenses may be included in deductible expenses for determining taxable income;

b3) In case the contract signed between a Vietnamese enterprise and a foreign enterprise states that the Vietnamese enterprise shall pay accommodation expenses for foreign specialists during their working period in Vietnam, the house rental paid for foreign specialists working in Vietnam by the Vietnamese enterprise may be included in deductible expenses for determining taxable income;

c) Salaries, wages and allowances payable to employees that enterprises have not yet paid by the deadline for submission of annual tax finalization dossiers, unless enterprises set aside a wage provision fund. The annual level of provision is decided by enterprises but must not exceed 17% of the implemented wage fund.

The deduction for the wage provision fund must ensure that enterprises do not suffer losses after making deductions for setting up it; if suffering losses, enterprises are not allowed to fully make deduction of 17% for this provision; In case the wage provision fund set aside by the enterprise in the previous year remains unused or is not used up within 6 months after the end of the tax period, the enterprise shall record it as a reduction of expenses in the subsequent year;

d) Salaries and wages of owners of private enterprises or single-member limited liability companies (owned by an individual); remuneration paid to the founding members, members of the Members’ Council or Board of Directors who are not directly involved in directing production and business;

dd) Expenses in kind for outfits of employees without any invoices and documents; expenses in cash for outfits of employees which exceed VND 5 million/person/year.

In case an enterprise pays an expense both in cash and in kind for outfits of employees, for being included in deductible expenses for determining taxable income, the maximum level of this expense in cash must not exceed VND 5 million/person/year, and the expense in kind must have invoices and documents;

e) Expenses for rewarding innovations and improvements for which enterprises have no specific relevant regulations on rewarding innovations and improvements and have no council for test and acceptance of innovations and improvements;

g) Travel allowances for leaves at variance with the Labor Code;

h) If having adequate lawful invoices and documents, allowances, traveling and accommodation expenses for laborers going on business trips may be included in deductible expenses for determining taxable income. In case an enterprise sends an employee on a working trip (at home or overseas), every payment of VND 05 million or higher made by individuals via non-cash payment services may be considered non-cash payments of the enterprise and included in deductible expenses if the conditions below are fully satisfied: there are invoices and documents as prescribed by the laws on accounting and the laws on invoices and documents that are issued by the goods supplier or service provider; there is a decision or document of the enterprise assigning the employee to go on a working trip; the enterprise’s financial regulations or internal rules allow its employees to pay working trip expenses and travel tickets individually via non-cash payment services, with such expenses subsequently reimbursed by the enterprise to the employees.

If the enterprise pays for the travel, accommodation and allowances of employees going on working trips in accordance with its financial regulations or internal rules, it may include such amounts in deductible expenses.

i) The following deductible expenses, if paid to wrong subjects, for improper purposes:

i1) Additional expenses for female employees, including: expenses for vocational retraining for female employees whose current jobs are no longer suitable and who must change to do other jobs according to the development plans of enterprises, including training fees (if any) plus difference in salary grade (guaranteeing 100% wages for trainees); salaries and allowances (if any) for teachers in crèches and kindergartens organized and managed by enterprises; expenses for extra medical check-ups in the year, such as examination of occupational, chronic and gynecological diseases for female employees and employees; allowances for female employees after childbirth; overtime allowances for female employees who, for objective reasons, do not take leave after childbirth or have breaks for breastfeeding their babies, but stay to work for enterprises and get paid under current regulations, including the case of payment of product-based wages to female employees who still work without taking leave as prescribed;

i2) Additional expenses for ethnic minority employees which are included in deductible expenses, including training fees (if any) plus the difference in salary grade (guaranteeing 100% wages for trainees), housing, social insurance and health insurance allowances for ethnic minorities in case they have not yet received any support from the State as prescribed;

k) Expenses for payment of unemployment allowances, severance allowances, compensation, or allowances for persons suffering from occupational accidents or occupational diseases for employees that are not in accordance with current regulations;

l) Expenses for buying golf membership cards and for golf playing.

9. Interests paid for loans corresponding to the deficit of registered charter capital (or investment capital for private enterprises) according to the capital contribution schedule stated in the charter of the enterprise, provided that the maximum capital contribution schedule does not exceed the time limit for capital contribution as prescribed by the Law on Enterprises, even when the enterprise has commenced its production and business activities; interests paid for loans borrowed during the investment process that have been included in the value of invested assets or works.

a) If, during its business operation, the enterprise that has contributed sufficient charter capital pays interest on a loan for investment in another enterprise, such interest may be included in deductible expenses for determining taxable income;

b) Interest paid on a loan equivalent to the charter capital deficit according to the capital contribution schedule stated in the enterprise’s charter, provided that the maximum capital contribution schedule does not exceed the time limit for capital contribution as prescribed by the Law on Enterprises, which may not be included in deductible expenses for determining taxable income shall be determined as follows:

b1) If the loan is smaller or equal to the charter capital deficit, the whole interest may not be deductible;

b2) If the loan is higher than the charter capital deficit according to capital contribution schedule: If the enterprise has multiple loans, such interest is the ratio (%) of the charter capital deficit to total loans multiplied by total interest. If the enterprise has a single loan, such interest is the charter capital deficit multiplied by (x) the interest rate multiplied by (x) the time for paying the charter capital deficit.

10. Interests paid for production and business loans borrowed from those other than credit institutions or economic organizations in excess of the interest rate defined in the Civil Code.

11. Expenses allowed to be recovered in excess of the ratio set in approved oil and gas contracts; if an oil and gas contract does not set the ratio of recoverable expenses, the expense in excess of 35% must not be included in deductible expenses; expenses which may not be included in recoverable expenses include:

a) Expenses specified in Article 10 of this Decree;

b) Expenses arising before oil and gas contracts come into force, except those agreed under oil and gas contracts or decided by the Prime Minister;

c) Various oil and gas commissions and other expenses not included in recoverable expenses under contracts;

d) Interests on investments in prospecting, exploration and development of oil and gas fields and oil and gas exploitation;

dd) Fines and compensation for damages;

e) Other expenses not included in recoverable expenses under the Law on Oil and Gas, agreements in the oil and gas contract, and expenses exceeding the retained ratio specified in treaties.

The Minister of Finance shall detail this Clause.

12. Input value-added tax which has been credited or refunded; value-added tax paid by the credit method; input value-added tax on fixed assets which are cars with 9 seats or under in excess of the credit level specified in legal documents on value-added tax; corporate income tax, except the cases in which enterprises pay corporate income tax on behalf of a foreign enterprise and, under the agreement in the contract with that foreign enterprise, the revenues received by the foreign enterprise are exclusive of corporate income tax; personal income tax, except the case in which enterprises sign labor contracts which stipulate that salaries or wages payable to employees are exclusive of personal income tax; and late payment interest in accordance with the law on tax administration.

The value-added tax amount paid by the tax credit method defined at this Point is exclusive of the output value-added tax on goods given as gifts or presents for no charge in accordance with the law on value-added tax serving the production and business activities of the enterprise; the value-added tax amount payable arising from goods or services used for sponsorship as specified at Point dd, Clause 2, Article 9 of this Decree; and the input value-added tax amount for goods and services directly related to the enterprise’s production and business activities that has not been fully credited but is ineligible for tax refund. The input value-added tax amount that has been included in deductible expenses may not be cleared against the output value-added tax amount.

13. Expenses for contribution to form management funds for superior levels; expenses for contribution to Associations established in accordance with the Government’s Decree No. 126/2024/ND-CP dated October 08, 2024 that exceeds the level prescribed by the Associations.

14. Electricity and water charges for electricity and water contracts which are directly signed by owners being organizations, households or individuals who lease out production and business locations with electricity and water suppliers without adequate documents in one of the following cases:

a) Enterprises leasing production and business locations directly pay electricity and water charges to electricity and water suppliers without electricity and water bills and the lease contracts of production and business locations;

b) Enterprises leasing production and business locations pay electricity and water charges to the owners who lease out production and business locations without electricity and water bills paid to the lessors consistent with the actually used volumes of electricity and water and the lease contracts of production and business locations.

15. Expense for fixed asset leasing in excess of the rate of allocation by the number of years that the lessee has paid in advance the rental.

a) For expense for repair and upgrade of leased fixed assets, if the asset lease contract specifies that the lessee is responsible for the repair and upgrade of the assets during the leasing period, the expense for repair and upgrade of leased fixed assets may be accounted in expenses or amortized to expenses for the maximum period of 3 years;

b) In case enterprises have paid for the procurement of assets other than fixed assets: expenses for the purchase and use of technical materials, patents, technology transfer licenses, trademarks, business advantages, brand use right, such expenses may be amortized to business expenses for the maximum period of 3 years;

c) In case an enterprise contributes as capital the value of business advantages or the brand use right, such value may not be included in deductible expenses for determining taxable income.

16. Losses due to exchange rate differences resulting from the re-valuation of monetary items of foreign currency origin at the end of the tax period, including exchange rate differences due to the re-valuation of the year-end balance, covering cash, deposits, money in transfer and receivables of foreign currency origin (except losses due to exchange rate differences resulting from the re-valuation of payables of foreign currency origin at the end of the tax period).

a) In the period of production and business, including construction investment to form fixed assets of operating enterprises, exchange rate differences arising from foreign-currency transactions of monetary items of foreign currency origin shall be accounted in the turnover from financial activities or in financial expenses in the tax period;

b) For receivables, loans, cash, deposits, and cash in transit of foreign currency origin arising in the period, the exchange rate difference allowed to be included in deductible expenses is the difference between the exchange rate at the time of occurrence and the exchange rate at the time of initial recording of the such amount.

17. Expenses for sponsorship and support of localities, expenses for support of mass organizations and social organizations; expenses for charity, except expenses for sponsorship and support as defined at Point dd, Clause 2, Article 9 of this Decree.

18. Expenses for investment in capital construction in the stage of investment to form fixed assets.

a) Upon commencing business and production, enterprises that have not yet generated any turnover but have to regularly pay expenses to maintain their production and business activities (other than expenses for construction investment to form fixed assets) and meet the prescribed conditions on these expenses may include these expenses in deductible expenses for determining taxable income;

b) If, in the stage of investment, enterprises pay expenses for loans, they may include these expenses in the investment value. If, in the stage of capital construction investment, enterprises have to pay expenses for loans and earn revenues from interests on deposits, they may offset these expenses against these revenues and record the remaining difference as decrease in the investment value.

19. Expense directly related to the issuance of stocks (except stocks in the form of payable debt) and stock dividends (except dividends of stocks in the form of payable debts), purchase of fund stocks, stocks redeemed by such enterprise itself and other expenses directly related to the increase or decrease of equity capital of enterprises.

20. Payment for the right to exploit minerals in excess of the annual amount payable as defined by the mineral law.

a) Upon the finalization of the payment for the right to exploit minerals in accordance with the mineral law, in case the amount already paid is lower than the amount payable after finalization, the additional amount payable shall be included in deductible expenses in the tax period when the additional payment arises for the mineral mining and recovery enterprise.

b) In case the mining licenses or documents permitting mineral mining and recovery remain valid by the effective date of this Decree, the payment for the right to exploit minerals to be included in deductible expenses shall be determined based on the remaining amount payable after finalization as prescribed by the mineral law, allocated equally over the remaining years of mineral mining and recovery.

c) For the payment for the right to exploit minerals that were included in deductible expenses in tax periods prior to the effective date of this Decree, no retrospective adjustment shall be made.

21. Expenses for business activities in the fields of banking, insurance, lottery, securities, and BT, BOT and BTO contracts and a number of other specific business activities that are improperly paid or exceed the limits specified by the competent agencies.

a) Regarding loan interest expenses for BT, BOT, and BTO contracts:

a1) BT, BOT, and BTO enterprises may include in deductible expenses the loan interest expenses for BT, BOT, and BTO contracts based on the actual amounts incurred during the period. In cases where an enterprise choose to allocate loan interest expenses of BT, BOT, and BTO contracts based on turnover, such loan interest expenses for the period shall be determined according to the following formula:

a2) In case the enterprise choose to apply the revenue-based allocation of loan interest expenses, such method must be applied throughout the execution period of the BT, BOT, BTO contracts;

a3) The amount of actual loan interest expenses incurred during the period of the BT, BOT, BTO contracts that exceeds the revenue-based allocated interest expenses prescribed at this Point shall not be included in deductible expenses for that period but shall be carried forward to subsequent tax periods;

a4) In case the enterprise engages in transactions with related parties during the tax period, it shall comply with the law on tax administration regarding enterprises having transactions with related parties.

b) Expenses for business activities in the fields of banking, insurance, lottery, securities that are improperly paid or exceed the limits as guided by the Minister of Finance.

22. Expenses not corresponding to taxed turnover, excluding the expenses defined at Point i Clause 2 Article 9 of this Decree.

23. Expenses failing to meet the conditions and contents specified by specialized laws, including expenses for overtime exceeding the time limits prescribed by labor laws; advertising expenses for products, goods, or services that are prohibited from being advertised or for those required to be registered with competent agencies under the law regulations but the enterprise fails to do so; expenses for production and business activities that are incorrect or exceed the limits prescribed by specialized laws.

Article 11. Tax rates      

1. The corporate income tax rate is 20%, except the cases specified in Clauses 2, 3 and 5 of this Article and the subjects entitled to tax rate incentives specified in Article 19 of this Decree.

2. The tax rate of 15% shall be applied to enterprises with the annual total turnover not exceeding VND 3 billion.

3. The tax rate of 17% shall be applied to enterprises with the annual total turnover exceeding VND 3 billion but not exceeding VND 50 billion.

4. The turnover used as a basis for determining whether an enterprise is entitled to the tax rates of 15% or 17% as specified in Clause 2 or 3 of this Article is the total turnover of the sales of goods and provision of services (excluding revenue deductions), turnover of financial activities, and other income as reported in the Appendix on production and business operation results attached to the declarations for corporate income tax finalization of the immediately preceding tax period.

a) In case the enterprise's operating period in the immediately preceding tax period is less than 12 months, the total turnover of the immediately preceding tax period shall be determined by the total actual turnover in that tax period divided by the number of months the enterprise actually conducting production and business operations in such tax period, multiplied by 12 months.

In case an enterprise is newly established, or undergoes an enterprise transformation, changing of ownership form, consolidation, merger, division, or splitting in any month of the immediately preceding tax period, the operating period shall be counted as full months;

b) In case an enterprise is newly established in a tax period and has the total expected turnover in the tax period does not exceed VND 03 billion or VND 50 billion, the enterprise shall determine its quarterly provisional payment corresponding to the tax rate of 15% or 17%.

At the end of the tax period, if the actual total turnover in the tax period is the expected turnover specified at this Point, the enterprise shall perform the corporate income tax declaration and finalization in accordance with regulations. In case the actual total turnover fails to meet the conditions for the corresponding tax rate as expected at this Point, resulting in a deficit compared to the required provisional tax, the enterprise shall pay the outstanding tax amount and late payment interest as prescribed by the laws on tax administration;

c) The tax rates of 15% and 17% specified in this Article shall not be applied to enterprises established under the laws of Vietnam which are subsidiaries or companies with association relationship where the enterprises in association relationship fail to meet the conditions for application of the tax rates specified in Clauses 2 and 3 of this Article.

5. The corporate income tax rate applicable other cases is:

a) Between 25% and 50%, for oil and gas prospecting, exploration and extraction activities. Based on the location, extraction conditions and reserves of oil and gas fields, the Prime Minister shall decide on the specific tax rate appropriate for each oil and gas contract;

b) 50%, for activities of exploring and exploiting precious and rare natural resources (including platinum, gold, silver, tin, wolfram, antimony, gemstones, rare earths and other precious and rare natural resources as specified by law). or 40%, in case 70% or more of the allocated area of the mines is located in geographical areas with extremely difficult socio-economic conditions.

Article 12. Tax calculation methods

1. The payable corporate income tax amount in a tax period is the taxed income multiplied by the tax rate, except the case specified in Clauses 3, 4 and 5 of this Article.

2. Vietnamese enterprises carrying out offshore investment activities and earning income from production and business activities in a foreign country during a tax period shall comply with the following regulations:

a) For foreign countries with which Vietnam has concluded double taxation avoidance agreements, the double taxation avoidance agreements concluded between Vietnam and such countries shall apply.

b) For foreign countries with which Vietnam has not yet concluded any double taxation avoidance agreement, if the corporate income tax rate applicable in a country where the enterprise carries out its investment activities is lower than that prescribed by the Law on Corporate Income Tax of Vietnam, the difference must be collected. To be specific:

b1) Vietnamese enterprises making investment in a foreign country and earning incomes from production and business activities in such country shall declare and pay corporate income tax in accordance with the Law on Corporate Income Tax of Vietnam, including also enterprises are enjoying income tax exemption and reduction under the law of the foreign country. The corporate income tax rate used for calculating and declaring tax on incomes earned overseas is 22%. The preferential tax rate (if any) such Vietnamese enterprises are enjoying under the Law on Corporate Income Tax of Vietnam shall not apply.

b2) If its income earned from an offshore investment project is already subject to the overseas corporate income tax, a Vietnamese enterprise making offshore investment may subtract the tax amount paid overseas by itself or by its foreign partner from the corporate income tax amount payable in Vietnam, which, however, must not exceed the corporate income tax amount calculated under the Law on Corporate Income Tax of Vietnam. The exempted or reduced corporate income tax amount on the profit from the offshore investment project under the foreign country’s law may also be subtracted from the corporate income tax amount payable in Vietnam;

b3) In case an enterprise, at the time of declaring and paying corporate income tax in accordance with the Law on Corporate Income Tax of Vietnam, has not yet paid overseas corporate income tax on income derived from overseas investment project, the enterprise shall, after the payment of such tax abroad, make additional declarations in its tax declaration dossier to adjust the corporate income tax amount paid in Vietnam (if any). In case an overpaid tax amount arises, the enterprise shall be entitled to a tax refund or may carry forward the overpaid amount to the subsequent period in accordance with the law regulations on tax administration;

b4) If a Vietnamese enterprise making offshore investment derives income from the overseas investment project in a tax period without declaring and paying tax on such income, the tax agency shall assess and collect the taxable income from the enterprise’s overseas production and business activities under the law regulations on tax administration;

b5) The income from the offshore investment project may be declared in the corporate income tax finalization statement of the tax period in which the overseas corporate income tax amount payable arises. Any profit or loss from the offshore investment project may not be subtracted from the enterprise’s loss or profit arising in Vietnam when calculating corporate income tax.

The Minister of Finance shall provide specific guidance on the dossier to be presented by a Vietnamese enterprise making offshore investment for the declaration and payment of tax on an income from its offshore investment project:

c) For an enterprise being a parent company to which the tax amount is allocated from the top-up tax of a low-taxed constituent entity as prescribed in Clause 11, Article 5 of Resolution No. 107/2023/QH15 dated November 29, 2023, of the National Assembly on the application of top-up corporate income tax under the Global Anti-Base Erosion Model Rules and guiding documents, the allocated tax amount shall be deducted from the corporate income tax payable under the law on corporate income tax of Vietnam, provided that the total deductible tax amount prescribed at Point b of this Clause and this Point shall not exceed the amount of income tax calculated in accordance with the Law on Corporate Income Tax of Vietnam.

The offsetting prescribed at this Point shall be conducted in the tax period in which the enterprise declares and pays tax as prescribed in the Resolution No. 107/2023/QH15.

3. The corporate income tax payable by foreign enterprises as prescribed at Points b2, b3, and b4, Clause 1, Article 2 of this Decree shall be calculated based on the percentage of the taxable turnover generated in Vietnam, specifically as follows:

a) Services: 5%, particularly restaurant, hotel and casino management services: 10%; services provided together with goods: 1%; services provided in case it is impossible to separate the goods value from the service value: 2%;

b) Provision and distribution of goods in Vietnam in the form of on-the-spot import and export or under the international commercial terms (Incoterms): 1%; particularly, in cases foreign enterprises sell goods being raw materials, supplies, and components at bonded warehouses or non-tariff zones for importation into Vietnam to serve the production or processing of goods for export under contracts; or in cases foreign enterprises designate an export processing enterprise to deliver goods being raw materials, supplies, and components to another export processing enterprise to serve the production or processing of goods for export under contracts, such foreign enterprises shall be exempt from corporate income tax;

c) Copyright royalties: 10%;

d) Lease of aircraft, helicopters, gliders (including aircraft engines or spare parts) or seagoing ships: 2%;

dd) Lease of drilling platforms, machinery, equipment or means of transport (except those specified at Point d of this Clause): 5%;

e) Loan interests: 5%;

g) Transfer of securities and overseas ceding of reinsurance: 0.1%;

h) Derivative financial services: 2%;

i) Transfer of capital (except for ownership restructuring transactions between intra-group companies which do not result in a change of the ultimate parent company of the participating parties directly or indirectly owning the Vietnamese enterprise after the restructuring, and where no income is derived): 2%;

k) Construction, transportation and other activities: 2%.

The taxed turnover shall be determined under Article 8 of this Decree. The Minister of Finance shall detail this Clause, including also the determination of turnover for corporate income tax calculation in specific cases.

4. For enterprises with a total annual turnover not exceeding VND 03 billion as prescribed in Article 11 of this Decree, in cases the expenses and income of their production and business activities cannot be determined, hey shall declare and pay corporate income tax at a percentage (%) of the turnover from the sales of goods and provision of services, specifically as follows:

a) Distribution and supply of goods: 0.3%;

b) Production, transportation and services associated with goods, and construction that covers materials: 1.2%;

c) Services (including interest on deposits and interest on loans) and construction activities without supply of raw materials and materials: 1.5%. Particularly for asset lease, insurance agency, lottery agency and multi-level marketing agency: 4%;

d) Activities of providing digital information content products and services for entertainment, electronic games, digital films, digital images, digital music, and digital advertising: 4%;

dd) Other activities: 0.5%.

5. Cooperatives, unions of cooperatives established under the Law on Cooperatives, non-business units and other organizations specified at Points c, d, and e, Clause 1, Article 2 of this Decree that conduct goods and service production and business activities generating income subject to corporate income tax (excluding tax-exempt incomes specified in Article 4 of this Decree), and can account the turnover but cannot determine expenses for and income from production and business activities, shall declare and pay corporate income tax based on percentage (%) of the turnover from the sales of goods and provision of services, specifically as follows:

a) For services (including deposit and loan interests): 5%. Specifically for services in the fields of education, health, and art performance: 2%;

b) For the production and trading of goods: 1%;

c) For other activities: 2%.

Chapter III

INCOMES FROM CAPITAL TRANSFER OR SECURITIES TRANSFER

Article 13. Incomes from capital transfer

1. An enterprise’s income from capital transfer is income earned from the transfer of part or the whole of the capital amount the enterprise has invested in one or many other organizations or individuals (including the sale of the whole enterprise, transfer of capital contribution rights and other forms of capital transfer as specified by law), transfer of shares of a company not being a public company; or transfer of shares of an organization not being a listed institution or institution with trading registration in accordance with the law on securities.

The time of capital transfer is the time of transfer of capital ownership.

a) In case an enterprise sells the whole single-number limited liability company which it owns in the form of capital transfer together with real estate, it shall declare and pay corporate income tax for transfer of real estate;

b) In case an enterprise transfers capital and receives in return property (stocks, fund certificates) or other material benefits instead of cash and earns income from such transfer, such income is liable to corporate income tax. The value of property, stocks, fund certificates and other material benefits shall be determined based on their selling prices on the market at the time of their receipt;

c) Incomes from capital transfer shall be regarded as other incomes and included in taxable income upon calculation of corporate income tax.

2. Determination of taxed income from capital transfer

Taxed income from capital transfer shall be equal to the transfer price minus purchasing price of the transferred capital and transfer expenses.

 a) The transfer price is the total actual value earned by the transferor under the transfer contract.

a1) If installment or deferred payment is made under the capital transfer contract, the contract’s turnover excludes installment or deferred payment interests in the contractual term;

a2) If the payment price is not stated in the transfer contract or when the tax agency has grounds to determine that the payment price does not match the market price, it may inspect and fix the transfer price. For an enterprise that transfers part of its contributed capital at a transfer price not matching the market price, the tax agency may re-valuate the whole enterprise at the time of transfer for re-determining the transfer price in proportion to the transferred contributed capital amount;

a3) If an enterprise transfers capital to an organization or individual, the capital amount transferred under the transfer contract valued at VND 5 million must have non-cash payment documents. In case the capital transfer has no non-cash payment documents, the tax agency may fix the transfer price.

The imposition of the capital transfer prescribed at this Point shall comply with the law on tax administration;

 b) The purchasing price of the transferred capital amount shall be determined on a case-by-case basis as follows:

b1) In case of transfer of contributed capital for enterprise establishment, the purchasing price is the value of the contributed capital amount accumulated by the time of transfer stated in accounting records, dossiers and documents and certified by parties investing in the enterprise or to the business cooperation contract, or shall be based on audit results provided by an independent auditing firm, for wholly foreign-owned enterprises;

b2) In case of redemption of contributed capital, the purchasing price is the value of the capital amount at the time of redemption. The purchasing price shall be determined based on the redemption contract and payment documents;

b3) For an enterprise that practices cost accounting in a foreign currency under law regulations on accounting regime, if it transfers the contributed capital in such foreign currency, the transfer price and purchasing price of the transferred capital amount shall be determined in such foreign currency. For an enterprise that practices cost accounting in Vietnam dong, if it transfers the contributed capital in a foreign currency, the transfer price shall be determined in Vietnam dong in accordance with the law regulations on tax administration;

c) Transfer expenses are actual expenses directly related to the transfer with lawful documents and invoices. Transfer expenses include expense for carrying out legal procedures necessary for the transfer; charges and fees paid for carrying out transfer procedures; expenses for transaction, negotiation and signing of the transfer contract; and other expenses with evidencing documents.

If transfer expenses are incurred overseas, their original documents shall be certified by a notary office or an independent audit organization of the country where such expenses are incurred, and translated into Vietnamese (with the certification of a competent representative).

Article 14. Incomes from securities investment

1. An enterprise’s income from securities transfer is income earned from the transfer of its stocks, rights to purchase stocks of a public company, listed institution or institution with trading registration, transfer of its bonds, bills, fund certificates and other securities as provided in the securities law.

a) In case an enterprise issues additional stocks for raising capital, the difference between the issuance price and the par value of these stocks shall not be accounted as a taxable income for calculation of corporate income tax;

b) For an enterprise undergoing division, splitting, consolidation or merger that swaps stocks at the time of division, splitting, consolidation or merger and earns income, such income is liable to corporate income tax;

c) An enterprise that transfers securities not in cash but in asset (including stocks and fund certificates) or other material benefits and earns incomes shall pay corporate income tax. The value of property, stocks, fund certificates and other material benefits shall be determined based on their selling prices on the market at the time of their receipt;

d) Incomes from securities transfer shall be regarded as other incomes and included in taxable incomes upon calculation of corporate income tax.

2. Determination of taxed income from securities transfer

Taxed income from securities transfer in a period is equal to the securities selling price minus the purchasing price of the transferred securities and transfer-related expenses.

a) The securities selling price shall be determined as follows:

a1) For listed securities and public companies’ unlisted securities registered for trading at a Stock Exchange, the securities selling price is the actual securities selling price (order-matching price or agreed price) announced by the Stock Exchange;

a2) For securities of companies other than those mentioned above, the securities selling price is the transfer price indicated in the transfer contract;

b) The securities purchasing price shall be determined as follows:

b1) For listed securities and public companies’ unlisted securities registered for trading at a Stock Exchange, the securities purchasing price is the actual securities purchasing price (order-matching price or agreed price) announced by the a Stock Exchange;

b2) For securities purchased through auction, the securities purchasing price is the price indicated in the notice of share auction-winning results issued by the share-auctioning organization, and in the money receipt;

b3) For securities other than those mentioned above, the securities purchasing price is the transfer price indicated in the transfer contract;

c) Transfer expenses are actual expenses directly related to the transfer with lawful evidencing documents and invoices, including: expense for carrying out legal procedures necessary for the transfer; charges and fees as defined by the law on charges and fees; expenses for transaction, negotiation and signing of the transfer contract; and other expenses with evidencing documents.

3. Securities investment funds (except for securities investment companies) are not subject to corporate income tax. Securities investment fund management companies shall withhold the corporate income tax payable by investing organizations (regardless of whether they are domestic or foreign investing organizations) upon the distribution of profits by the securities investment fund to investors at a tax rate of 20%.

Taxable profits prescribed in this Clause shall exclude profits that are tax-exempt or on which corporate income tax has already been paid in accordance with the law.

Chapter IV

INCOMES FROM REAL ESTATE TRANSFER

Article 15. Incomes from real estate transfer

Incomes from real estate transfer include:

1. Income from the transfer of land use rights, or land lease right (including also the transfer of projects associated with the transfer of land use rights or land lease right in accordance with law);

2. Income from the lease or sublease of land use rights of real estate enterprises in accordance with the land law regardless of whether there is an infrastructure facility or architectural work attached to land.

Income from the lease or sublease of land use rights defined in this Clause shall exclude cases where an enterprise leases houses, infrastructures, or architectural works on land but does not possess the right to lease or sublease the land use rights under the land law.

3. Income from the transfer of houses or construction works attached to land, including their appurtenances, in case the value of such appurtenances is inseparable upon the transfer, regardless of whether land use rights or land lease right are/is transferred.

4. Income from the transfer of assets attached to land.

5. Income from the transfer of ownership of houses, infrastructures, or architectural works on land.

6. Income from the transfer or lease of real estate by real estate investment funds in accordance with the law.

Securities investment fund management companies shall declare and pay tax on the income from the transfer or lease of real estate as prescribed in this Clause.

Article 16. Tax bases

1. Bases for calculating income tax on real estate transfer include taxed income and tax rate.

2. Taxed income equals taxable income from real estate transfer minus losses from real estate transfer carried forward in accordance with regulations (if any).

3. Taxable income from real estate transfer is turnover from real estate transfer activities minus deductible expenses related to the real estate transfer (including the cost of the real estate and deductible expenses related to the real estate transfer) defined in Article 17 of this Decree.

4. The corporate income tax rate for real estate transfer is 20%.

5. The amount of corporate income tax on real estate transfer in a tax period is the taxed income from real estate transfer multiplied by the tax rate of 20%.

6. If credit institutions, institutions with 100% charter capital owned by the State, established by the Government and having the function of debt trading and handling receives the value of real estate and other assets mortgaged as loan security in lieu of the performance of secured obligations, such institutions shall, when being permitted to transfer such real estate and other assets in accordance with the law, declare and pay tax on the income from the transfer of real estate and other assets into the state budget. In case real estate or other assets mortgaged as loan security is put up for auction, the proceeds from such auction must be paid under the law regulations on securing loans, and tax shall be declared and paid under regulations. After paying these amounts, the remaining money shall be returned to business organizations that have mortgaged their real estate or other assets to secure loans.

If credit institutions, institutions with 100% charter capital owned by the State, established by the Government and having the function of debt trading and handling that are allowed by law to transfer the mortgaged real estate or other assets for recovering capital cannot determine the cost of such real estate or other assets, such cost equals payable loans under the real estate or other asset mortgage contract plus unpaid loan interests at the time of public sale of the mortgaged real estate or other assets under the contract and expenses arising during the real estate or other asset transfer with lawful invoices or evidencing documents.

7. When a judgment enforcement agency or competent organization auctions real estate or other assets used to secure judgment enforcement, the proceeds from such auction shall be used under the law regulations on distraint and auction to secure judgment enforcement. The entity conducting the real estate or other asset auction shall declare and deduct the tax amount from the transfer of such real estate or other assets for remittance into the state budget. Such documents must specify the tax declaration and payment for the auction of assets for judgment enforcement.

In case the judgment enforcement agency or competent organization that transfers real estate or other assets used as judgment enforcement security cannot determine the cost of such real estate or other assets, such cost equals payable debts under the court ruling or competent agency for judgment enforcement plus expenses arising during the real estate or other asset transfer with lawful invoices or evidencing documents.

Article 17. Turnover and deductible expenses from real estate transfer

1. Turnover from real estate transfer

a) Turnover from real estate transfer shall be determined based on the actual transfer price under the real estate transfer or purchase and sale contract in accordance with law (including surcharges and extra fees, if any).

If the transfer price of land use rights under the real estate transfer or purchase and sale contract is lower than the land price in the land price list prescribed by the People’s Committee of province or centrally-run city at the time of signing the contract, the land price prescribed by the People’s Committee of province or centrally-run city at the time of signing the contract shall be applied;

b) The time of determining taxed turnover is the time the seller hands over the real estate to the purchaser, regardless of whether the purchaser has registered the asset ownership or land use rights or has its land use rights established at a competent state agency;

c) If an enterprise that is allocated or leased by the State land for implementing investment projects to build infrastructure facilities or houses for transfer or lease collects advanced money in any form by customers according to schedule, the time of determining turnover used for calculating the provisional corporate income tax amount is the time of money collection, specifically as follows:

c1) If the enterprise collecting money from customers can determine expenses corresponding to recorded turnover (including also pre-deducted expenses in the estimated costs of uncompleted work items corresponding to recorded turnover), it shall declare and temporarily pay an corporate income tax amount based on turnover minus these expenses;

c2) If the enterprise collecting money from customers cannot determine expenses corresponding to turnover, it shall declare and temporarily pay an corporate income tax amount equal to 1% of the collected sum of money (excluding value-added tax), which is not required to be included in the turnover used for calculating corporate income tax in the year;

c3) When handing over real estate, the enterprise shall finalize corporate income tax and re-finalize the payable corporate income tax amount. If the temporarily paid corporate income tax amount is smaller than the payable corporate income tax amount, the enterprise shall fully remit the deficit into the state budget. If the temporarily paid corporate income tax amount is higher than the payable corporate income tax amount, the enterprise may either have the overpaid tax amount cleared against the subsequent period’s payable corporate income tax amount or have it refunded;

c4) For a real estate enterprise that collects advanced money amounts from customers according to the schedule, declares and temporarily pays tax according to the percentage (%) of its turnover not yet accounted as turnover for calculating corporate income tax in the year, and has expenses for advertising, marketing, sales promotion or brokerage commissions upon starting of the offering in the year of money collection according to schedule, such expenses are not accounted in the year when expenses arise. Expenses for advertising, marketing, sales promotion or brokerage commissions may be accounted as deductible expenses in the first year of handover of real estate and arising of turnover for calculating corporate income tax;

d) Turnover for calculating taxable income in some cases is determined as follows:

d1) For enterprises subleasing land, the turnover used for calculating taxable income is the rental paid periodically by the lesser under the lease contract. If the lesser pays in advance the rental for many years, the turnover for calculating taxable income shall be divided equally by the number of years for which the rental has been paid in advance or determined according to the turnover paid in a lump sum. The turnover paid in a lump sum is selected only when the enterprise has fulfilled all of its financial obligations toward the State and assured its obligations toward the lessees until the land sublease term expires.

If an enterprise currently enjoying corporate income tax incentives selects the method of determining the turnover for calculating taxable income to be the whole rental paid in advance by the lessee for many years, the corporate income tax amount for each year of tax exemption or reduction will be the total corporate income tax amount of the years for which the rental has been paid in advance divided by the number of years for which the rental has been paid in advance;

d2) When a credit institution receiving the value of land use rights as the mortgaged loan security in substitution of the performance of the secured obligations transfers land use rights, the turnover for calculating its taxable income is the transfer price of land use rights agreed by the involved parties;

d3) In case of transfer of land use rights distrained to secure judgment enforcement, the turnover for calculating taxable income is the transfer price of land use rights agreed by the involved parties or the price determined by the valuation council.

The determination of turnover in the cases specified at Point d must adhere to the principles referred to at Points a, b, and c of this Clause.

2. Deductible expenses from real estate transfer

Deductible expenses for determining taxable income from real estate transfer in a tax period must correspond to turnover for calculating taxable income and satisfy the conditions for deductible expenses prescribed in Article 9 of this Decree and do not fall into non-deductible expenses prescribed in Article 10 of this Decree. Deductible expenses for real estate transfer include:

a) The cost price of transferred land, to be determined according to the origin of land use rights, specifically:

a1) For land allocated by the State with land use levy or land rental, its cost price is the land use levy or lease rental actually remitted into the state budget;

a2) For land transferred from other organizations or individuals, its cost price is based on contracts and lawful payment documents upon the receipt of land use or lease rights; if contracts and lawful payment documents are unavailable, such cost price must be calculated based on the price in the land price list defined by the provincial-level People’s Committee (before January 1, 2026) or by the provincial-level People's Council (from January 1, 2026) at the time the enterprise receives real estate transferred;

a3) For land inherited or donated before 1994, its cost price must be determined based on the land prices set in 1994 by the People’s Committee of the province or centrally-run city on the basis of the Table of land price brackets in the Government’s Decree No. 87-CP dated August 17, 1994;

a4) For land contributed as capital, its cost is the value of its lease right or use rights indicated in the asset valuation record upon capital contribution;

a5) If the enterprise has exchanged a construction work for state land, the cost of such land is determined based on the value of the exchanged work, unless competent state agencies’ separate regulations are applied;

a6) The auction-winning price, in case of auction of land use or lease rights;

a7) For land inherited under the civil law or donated land with unidentifiable cost, its cost shall be calculated based on the land price list defined by the provincial-level People’s Committee (before January 1, 2026) or decided by the provincial-level People's Council (from January 1, 2026) at the time of inheritance or donation;

a8) For land mortgaged to secure loans or land distrained to secure judgment enforcement, its cost shall be determined on a case-by-case basis under the aforementioned guidance.

For the cases prescribed at Point a of this Clause, if the competent state agency permits the land use repurposing in accordance with the land law, its cost shall also include the land use levy or land rental amounts paid to the state budget as prescribed by the land law upon such land use repurposing;

b) Expenses for compensation, support, and resettlement voluntarily advanced by the enterprise in accordance with the compensation and resettlement plan approved by the competent state agency as prescribed by the land law.

Dossiers and documents for expenses for compensation, support, and resettlement shall comply with the land law;

c) Charges and fees related to the grant of land use rights in accordance with law;

d) Expense for soil improvement or ground fill-up and leveling;

dd) Expense for the construction of infrastructure, such as roads, power lines, water supply and drainage systems, post and telecommunications facilities;

e) Value of infrastructure or architectural works on land;

g) Other expenses related to transferred real estate;

h) An enterprise that conducts real estate business and business activities entitled to tax incentives shall separately account expenses. If separate accounting cannot be conducted, general expenses shall be allocated based on the ratio of turnover from real estate transfer to the total turnover of the enterprise;

i) Expenses already paid by the State or from other capital sources must not be included in real estate transfer expenses.

3. If an investment project is partially completed and gradually transferred according to the completion progress, general expenses for the project and direct expenses for the completed part of the project may be distributed by square meter of the transferred land for determining taxable income from the transferred land area, including expenses for internal roads and tree planting; construction of water supply and drainage systems and transformer stations; compensations for assets on land; compensation, support and resettlement and organization of compensation and ground clearance work, which have been approved by competent authorities but not yet cleared against land use levies or rentals in accordance with regulations; and other investments in land which are related to the land use or lease right transfer.

a) The above expenses are allocated according to the following formula:

b) When part of the project’s non-transferred land area is used for other business activities, the above general expenses must also be allocated to this land area for monitoring, accounting, declaration and payment of corporate income tax for other business activities;

c) When an enterprise invests in building an infrastructure facility over many years and can finalize the value of the infrastructure facility only when the whole work is completed, when summing up real estate transfer expenses for the transferred land area, the enterprise may temporarily allocate actual infrastructure investment expenses based on the ratio of the transferred land area according to the formula defined at Point a of this Clause and pre-deduct infrastructure investment expenses corresponding to the turnover recorded upon the determination of taxable income. After completing the construction investment, the enterprise may readjust infrastructure investment expenses temporarily allocated to and pre-deducted for the transferred land area to match the total value of the infrastructure facility. Upon the adjustment, if the paid tax amount is higher than the payable tax amount on the real estate transfer, the enterprise may have the overpaid amount cleared against the subsequent tax period’s payable tax amount or have it refunded under regulations; if the paid tax amount is insufficient, the enterprise shall fully pay the deficit under regulations.

CHAPTER V

CORPORATE INCOME TAX INCENTIVES

Article 18. Principles and subjects of application of corporate income tax incentives

1. Enterprises are entitled to corporate income tax incentives according to the sectors and trades eligible for corporate income tax incentives and geographical areas eligible for corporate income tax incentives as specified in this Article. Corporate income tax incentive levels must comply with Articles 19 and 20 of this Decree.

In case other Decrees of the Government provide for corporate income tax incentives different from the provisions of this Decree, this Decree shall prevail, except for: Decrees detailing the Law on the Capital; Decrees promulgated in accordance with Point c, Clause 1, Article 14 of the Law on Promulgation of Legal Documents and Point h, Clause 8, Article 10 of the Law on Organization of the Government; documents guiding the National Assembly’s Resolutions defining special or specific mechanisms and policies issued; and Resolutions of the Government or Resolutions of the National Assembly Standing Committee providing for cases specified in Clauses 2 and 3, Article 4 of Resolution No. 206/2025/QH15 dated June 24, 2025, of the National Assembly on special mechanisms to handle difficulties and obstacles caused by law provisions.

2. Sectors and trades eligible for corporate income tax incentives include:

a) high-tech application, venture investment in the development of high technologies on the list of high technologies prioritized for investment and development in accordance with the Law on High Technologies; application of strategic technologies in accordance with law on science, technology, and innovation; high-tech incubation and high-tech enterprise incubation; investment in the construction and commercial operation of high-tech incubators and high-tech enterprise incubators;

b) Manufacture of software products; manufacture of cyberinformation security products and provision of cyberinformation security services meeting the conditions specified in the law on cyberinformation security; manufacture of key digital technology products and provision of key digital technology services, manufacture of electronic devices according to the law on the digital technology industry; research and development, designing, manufacture, packaging and testing of semiconductor chip products; construction of artificial intelligence data centers in accordance with the law on the digital technology industry;

c) Manufacture of supporting industry products on the Government-specified List of supporting industry products prioritized for development that meet one of the following criteria:

c1) Being supporting industry products for high technologies according to the Law on High Technologies;

c2) Being supporting industry products for the manufacture of products of the textile-garment, footwear-leather and electronic-informatic industries (including also semiconductor designing and manufacture), automobile manufacture and assembly, and mechanical engineering that, by the effective date of the Law on Corporate Income Tax (October 1, 2025), have not yet been produced domestically or that have been produced domestically but are still required to meet the European Union’s technical standards or equivalent standards (if any) as guided by the Minister of Industry and Trade;

 d) Generation of renewable energy, clean energy, or energy from waste disposal; environmental protection; production of composite materials, lightweight construction materials, and precious and rare materials; production in the field of national defense and security, and production of industrial mobilization products according to the law on national defense and security industry and industrial mobilization; and production of key chemical industry products and key mechanical products in accordance with laws on chemicals and mechanical engineering;

dd) Investment in development of water plants, power plants, water supply and drainage systems, bridges, roads, railways, airports, seaports, river ports, aerodromes, railway stations, and other infrastructure works of special importance under the Prime Minister’s decisions;

e) High-tech enterprises and high-tech agricultural enterprises defined in the Law on High Technologies; and science and technology enterprises defined in the Law on Science, Technology and Innovation;

g) Investment projects in the manufacture fields each meeting the following conditions:

g1) Having an investment capital amount of at least VND 12 trillion, and planning to disburse the total registered investment capital amount within at most 5 years from the date of being licensed to make investment under the law on investment;

g2) Using technologies that meet the requirements defined by the Minister of Science and Technology;

h) Being eligible for special investment incentives and supports as specified in Clause 2, Article 20 of the Law on Investment.

The disbursement of the total investment capital amount of projects defined at this Point must be completed within at most 10 years from the date of being granted an investment certificate or being licensed to make investment under the law on investment;

i) Planting, tending and protecting forests; producing, propagating and hybridizing plant varieties and animal breeds; investing in post-harvest preservation of agricultural products and preservation of agricultural and aquatic products and food; producing, exploiting and refining salt, except salt production specified in Clause 1, Article 4 of this Decree;

k) Forest product farming;

l) Products from planted trees, planted forests, livestock production, aquaculture, and agricultural and aquatic product processing.

Income from agricultural and aquatic product processing referred to at this Point must meet the conditions specified at Point b1 and Point b2 Clause 1 Article 4 of this Decree;

m) Manufacture of high-grade steel; production of energy-efficient products; manufacture of machinery and equipment serving agro-forestry-fisheries production and salt production; production of irrigation equipment; and production of cattle, poultry and aquatic feeds;

n) Manufacture and assembly of automobiles; manufacture of other digital technology products;

o) Investment in commercial operation of technical establishments supporting small- and medium-sized enterprises and small- and medium-sized enterprise incubators; investment in commercial operation of co-working spaces supporting innovative startup small- and medium-sized enterprises in accordance with the Law on Support for Small- and Medium-sized Enterprises;

p) People’s credit funds, microfinance institutions and cooperative banks;

q) Cooperatives and unions of cooperatives operating in the fields of agriculture, forestry, fisheries and salt production;

r) Socialization of education-training, vocational training, health, culture, sports and environmental activities based on the Prime Minister-issued List of types, sizes and criteria for such activities; and judicial assessment;

s) Investment in the construction of social housing for sale, lease or lease-purchase to the subjects in accordance with the Housing Law;

t) Publishing in accordance with the Publication Law;

u) Press (including also advertising in the press) in accordance with the Press Law.

3. Geographical areas eligible for corporate income tax incentives include:

a) Geographical areas with extremely difficult socio-economic conditions as defined by the law regulations on investment, except for geographical areas with extremely difficult socio-economic conditions defined in No. 55 of the Appendix III on the List of geographical areas eligible for investment incentives, issued together with the Government’s Decree No. 31/2021/ND-CP dated March 26, 2021 (which was amended and supplemented by Clause 37 Article 1 of the Government’s Decree No. 239/2025/ND-CP dated September 03, 2025);

b) Geographical areas with difficult socio-economic conditions as defined by the law regulations on investment, except for geographical areas with difficult socio-economic conditions defined in No. 55 of the Appendix III on the List of geographical areas eligible for investment incentives, issued together with the Government’s Decree No. 31/2021/ND-CP dated March 26, 2021 (which was amended and supplemented by Clause 37 Article 1 of the Government’s Decree No. 239/2025/ND-CP dated September 03, 2025);

c) Economic zones, high-tech parks, high-tech agricultural zones, and digital technology parks.

Article 19. Tax rate incentives

1. The tax rate of 10% for 15 years shall be applied to:

a) Enterprises’ income from the implementation of new investment projects specified at Points a, b, c, d and dd, Clause 2, Article 18; and income of the enterprises specified at Point e, Clause 2, Article 18 of this Decree;

b) Enterprises’ income from the implementation of the investment projects specified at Points g and h, Clause 2, Article 18 of this Decree;

c) Enterprises’ income from the implementation of new investment projects in the geographical areas specified at Point a, Clause 3, Article 18 of this Decree;

d) Enterprises’ income from the implementation of new investment projects in high-tech zones, high-tech agricultural zones, concentrated digital technology zones; new investment projects in economic zones located in geographical areas eligible for tax incentives as specified at Points a and b, Clause 3, Article 18 of this Decree, including new investment projects in economic zones where more than 50% of the project implementation area is located in geographical areas eligible for tax incentives prescribed at Points a and b, Clause 3, Article 18 of this Decree.

2. The tax rate of 10% throughout the entire period of operation shall be applied to:

a) Enterprises’ income arising in geographical areas eligible for tax incentives prescribed at Point b, Clause 3, Article 18 of this Decree from activities in the sectors and traders prescribed at Points k and l, Clause 2, Article 18 of this Decree;

b) Enterprises’ income from activities in the sectors or trades specified at Points i, r, and s, Clause 2, Article 18 of this Decree;

c) Publishing houses’ income from activities in the sectors or trades specified at Point t, Clause 2, Article 18 of this Decree;

d) Income of cooperatives and unions of cooperatives specified at Point q, Clause 2, Article 18 of this Law that are not located in the geographical areas specified in Clause 3, Article 18 of this Decree;

dd) Press agencies’ income from activities in the sectors or trades specified at Point u, Clause 2, Article 18 of this Decree.

3. The tax rate of 15% throughout the entire period of operation shall be applied to enterprises’ income arising in geographical areas other than those prescribed in Clause 3, Article 18 of this Decree from activities in the sectors and traders prescribed at Point l, Clause 2, Article 18 of this Decree.

4. The tax rate of 17% for 10 years shall be applied to:

a) New investment projects of the sectors or trades eligible for tax incentives specified at Points m, n, and o, Clause 2, Article 18 of this Decree;

b) New investment projects implemented in the geographical areas specified at Point b, Clause 3, Article 18 of this Decree;

c) New investment projects in economic zones not located in geographical areas specified at Points a and b, Clause 3, Article 18 of this Decree, including enterprises’ new investment projects in economic zones where more than 50% of the project implementation area is not located in geographical areas eligible for tax incentives prescribed at Points a and b, Clause 3, Article 18 of this Decree.

5. The tax rate of 17% throughout the entire period of operation shall be applied to enterprises’ income falling into the case specified at Point p, Clause 2, Article 18 of this Decree.

6. Extension of the period of application and application of preferential tax rates

a) The Prime Minister shall decide on the extension of the period of application of preferential tax rates for up to 15 years for the cases defined at Points b and c of this Clause;

b) New investment projects specified at Points a, b, d and dd, Clause 2, Article 18 of this Decree, each with an investment capital amount of at least VND 6 trillion and having great socio-economic impacts that need special promotion;

c) Investment projects specified at Point g, Clause 2, Article 18 of this Decree, that meet one of the following criteria:

c1) Producing products and goods that are globally competitive, earning an annual turnover exceeding VND 20 trillion within at most 5 years after generating turnover;

c2) Regularly employing over 6,000 employees as determined in accordance with the labor law;

c3) Investment projects in the field of economic and technical infrastructure, including: development investment in water plants, power plants, water supply and drainage system, bridges, roads, railways, airports, seaports, river ports, aerodromes, railway stations, new energy, clean energy, energy-efficient industries, and oil refinery and petrochemical projects;

d) For new investment projects specified at Point h, Clause 2, Article 18 of this Decree, the Prime Minister shall decide on the application of a tax rate reduced by no more than 50% of the tax rate specified in Clause 1 of this Article; the period of application of the preferential tax rate must not exceed 1.5 times that specified in Clause 1 of this Article and may be extended for no more than 15 years but must not exceed the duration of an investment project.

7. The period of application of the preferential tax rate for income from the implementation of an enterprise’s new investment project specified in this Article (including also the projects specified at Point g, Clause 2, Article 18 of this Decree) shall be counted from the first year of turnover generation of its new investment project.

In case the enterprise is issued a high-tech enterprise certificate, a high-tech agricultural enterprise certificate, a science and technology enterprise certificate, a high-tech application project certificate or a letter of confirmation of incentives for projects manufacturing supporting industry products after the time the enterprise generates turnover, the period of application of the preferential tax rate shall be counted from the year such certificate or letter of confirmation is issued.

Article 20. Tax exemption and reduction

1. Tax exemption for 04 years and 50% reduction of payable tax amounts for 09 subsequent years are applicable to:

a) Enterprises’ income falling into the case specified in Clause 1, Article 19 of this Law;

b) Enterprises’ income falling into the case specified at Point r, Clause 2, Article 18 of this Decree for activities carried out in the geographical areas specified at Points a and b, Clause 3, Article 18 of this Decree; in case the enterprises’ income falling into the case specified at Point r, Clause 2, Article 18 of this Decree for activities not carried out in the geographical area specified at Point a or b, Clause 3, Article 18 of this Decree, tax exemption for up to 4 years and a 50% reduction of payable tax amounts for up to 5 subsequent years shall be applied.

2. Tax exemption for 2 years and a 50% reduction of payable tax amounts for 4 subsequent years shall be applied to enterprises’ income falling into the cases specified in Clause 4, Article 19 of this Decree.

3. For new investment projects specified at Point h, Clause 2, Article 18 of this Decree, the Prime Minister shall decide on the extension of the tax exemption or reduction period not exceeding 1.5 times that specified in Clause 1 of this Article and not exceeding the duration of an investment project.

4. The tax exemption or reduction period shall be counted from the first year an investment project generates taxable income; if no taxable income is generated in the first 3 years from the first year the project generates turnover, the tax exemption or reduction period shall be counted from the fourth year.

In case the enterprise is issued a high-tech application project certificate, a high-tech enterprise certificate, a high-tech agricultural enterprise certificate, a science and technology enterprise certificate or a letter of confirmation of incentives for projects manufacturing supporting industry products after the enterprise generates turnover, the tax reduction or exemption period shall be counted from the year such certificate or letter of confirmation is issued. In case the enterprise generates no income in the year the certificate or letter of confirmation is issued, the tax exemption or reduction period shall be counted from the first year the enterprise earns income; if the enterprise generates no taxable income for the first 3 years from the year the certificate or letter of confirmation is issued, the tax exemption or reduction period shall be counted from the fourth year from the year the certificate or letter of confirmation is issued.

5. Tax incentives for expanded investment projects:

a) For an enterprise having an investment project in operation and undergoing expansion of the scale, improvement of the capacity or innovation technologies, or applying pollution mitigation or environment improvement solutions in the sectors, trades or geographical areas eligible for corporate income tax incentives as specified in Article 18 of this Decree (below referred to as expanded investment), the income increased from expanded investment will be entitled to tax incentives applicable to such project for the remaining period, and the enterprise is not required to separately account the increased income from income from the project;

b) In case the tax incentive period of the project in operation has expired, the income increased from expanded investment project that meets the criteria specified in Clause 6 of this Article will be entitled to tax exemption or reduction, but not entitled to the preferential tax rate. The tax exemption or reduction period for the income increased from expanded investment is equal to the tax exemption or reduction period applicable to new investment projects in the same sectors, trades or geographical areas eligible for corporate income tax incentives and shall be counted from the year the investment project completely disburses the registered investment capital amount.

b1) The enterprise shall separately account the income increased from expanded investment for use as a basis for application of tax incentives. If separate accounting is impossible, the income from expanded investment activities shall be determined based on the ratio of the historical costs of new fixed assets used for production and business activities to the total historical costs of fixed assets of the enterprise;

b2) The enterprise may not separately account the income increased from expanded investment in a tax period, the income increased from expanded investment eligible for application of corporate income tax incentives shall be calculated as follows:

b3) The total historical costs of fixed assets of the enterprise include: the historical cost of fixed assets from expansion investment put into use for production and business activities, and the historical costs of existing fixed assets currently used for production and business activities, based on year-end data from the Balance Sheet (Statement of financial situation) of the year;

c) The tax incentives specified in this Clause shall not be applied to cases of expanded investment as a result of the merger or acquisition of enterprises or investment projects in operation.

6. An expanded investment project will be entitled to the incentives specified at Point b, Clause 5 of this Article if satisfying one of the following criteria:

a) After the investment project completely disburses the additionally registered capital amount, the historical costs of additional fixed assets reach at least VND 40 billion, for expanded investment projects in sectors or trades eligible for the corporate income tax incentives specified in this Decree, or at least VND 20 billion, for expanded investment projects implemented in localities defined at Point a and b Clause 3 Article 18 of this Decree;

b) After the investment project completely disburses the additionally registered capital amount, the proportion of the historical costs of fixed assets equals at least 20% of the total historical costs of fixed assets before the commencement of expanded investment;

c) After the investment project completely disburses the additionally registered capital amount, the designed capacity increases by at least 20% of the designed capacity before the commencement of expanded investment.

The tax exemption or reduction duration specified in this Clause shall be counted from the year when the expanded investment project completely disburses the registered capital amount and earns income; in case no taxable income is earned in the first 3 years from the year of complete disbursement of the registered capital amount from the expanded investment project, the tax exemption or reduction duration shall be counted from the fourth year from the year when the expanded investment project completely disburses the registered investment capital amount. The registered investment capital amount completely disbursed is determined by the difference between the historical costs of total fixed assets on the enterprise's the Balance Sheet (Statement of financial situation) at the time of completion of the expanded investment project and those at the time prior to the implementation of the expanded investment. During the period when the enterprise has not yet completed the disbursement of the registered investment capital, the enterprise shall not be entitled to tax incentives for the expanded investment project.

The Minister of Finance shall provide guidelines on the registration of investment capital for the implementation of an enterprises’ expanded investment projects.

Article 21. Other cases eligible for tax exemption or reduction

1. Production, construction or transport enterprises (excluding non-business units and offices of groups or corporations that do not directly involve in production and business) which employ between 10 and 100 female laborers who account for more than 50% of their total regular employees or regularly employ over 100 female laborers who account for more than 30% of their total regular employees are entitled to reduction of corporate income tax amounts equal to additional expenses paid for female laborers, including:

a) Expense for job retraining;

b) Salaries and allowances (if any) for teachers in crèches and kindergartens organized and managed by the enterprises;

c) Expense for additional health check-ups in a year;

d) Expense for post-natal allowances for female laborers according to specific post-natal allowance levels defined by the competent agency;

dd) Salaries and allowances for female laborers who return to work while still on prescribed maternity leave.

The additional expenses paid for female laborers being reduced corporate income tax amounts as defined in this Clause must satisfy the conditions concerning non-cash payment documents and invoices defined in Clause 1 Article 9 of this Decree.

2. Enterprises which employ ethnic minority employees will be entitled to reduction of corporate income tax amounts equal to additional expenses for ethnic minority employees, including: vocational training costs; housing support; social insurance and health insurance premiums for ethnic minority employees in cases where they have not yet received State support under the prescribed regimes.

The additional expenses paid for ethnic minority employees being reduced corporate income tax amounts as defined in this Clause must satisfy the conditions concerning non-cash payment documents and invoices defined in Clause 1 Article 9 of this Decree.

3. Enterprises that transfer technologies in the fields prioritized for technology transfer to organizations or individuals in geographical areas with difficult socio-economic conditions, or public non-business units providing public non-business services in geographical areas with difficult socio-economic conditions shall be entitled to a 50% reduction of the corporate income tax amounts calculated on income from technology transfer or income from the provision of public non-business services in geographical areas with difficult socio-economic conditions.

Geographical areas with difficult socio-economic conditions are defined at Point b, Clause 3, Article 18 of this Decree.

4. Enterprises specified in Clauses 2 and 3, Article 11 of this Decree which are established from business households (including business individuals transforming into enterprises) will be entitled to corporate income tax exemption for 2 consecutive years after generating taxable income.

a) The tax exemption duration specified in this Clause is counted consecutively from the first year an enterprise has taxable income; in case an enterprise has no taxable income during the first 3 years, counting from the first year it has turnover, the tax exemption duration shall be counted from the fourth year.

In the first tax period, if an enterprise with a production and business duration eligible for tax exemption of under 12 months, the enterprise may choose to enjoy the tax exemption in such tax period or register with the tax agency the time of starting to enjoy the tax exemption from the subsequent tax period. If the enterprise registers to enjoy the tax exemption from the subsequent tax period, it shall determine the payable tax amount of the first tax period and pay it to the state budget under regulations;

b) Upon expiry of the tax exemption period specified in this Clause, in case the enterprise implements an investment project in sectors, trades or geographical areas eligible for tax incentives as prescribed in Article 18 of this Decree, it shall continue to enjoy the corresponding incentives (preferential tax rates and tax exemption or reduction) in accordance with Articles 19 and 20 of this Decree.

Upon expiry of the tax exemption period and the period of enjoyment of tax incentives (if any) specified in this Clause, the enterprise shall apply the corporate income tax rate prescribed in Clause 2 and Clause 3, Article 11 of this Decree;

c) Business households and business individuals specified in this Clause must satisfy the condition as registered and operate in accordance with law regulations, and must have conducted continuous production and business activities for at least 12 months up to the date of first issuance of the enterprise registration certificate;

d) Newly established enterprises entitled to tax exemption and tax incentives under this Clause are those registering for business for the first time, excluding newly established enterprises with an at-law representative (except for the cases where the at-law representative is not a capital-contributing partner), a general partner, or a person holding the highest contributed capital amount who has previously participated in business activities in the role of at-law representative, general partner, or person holding the highest contributed capital amount in enterprises currently operating or enterprises that have been dissolved for less than 12 months from the date of dissolution of the former enterprises to the date of establishment of the new enterprises.

5. Public science and technology organizations and public higher education institutions operating for not-for-profit purposes will be entitled to tax exemption as follows:

a) Public science and technology organizations prescribed by the law on science, technology, and innovation that operate for not-for-profit purposes shall be exempt from tax on income from the performance of scientific research and technology development and income from the provision of science, technology, and innovation services;

b) Public higher education institutions prescribed by the Law on Higher Education that operate for not-for-profit purposes shall be exempt from tax on the revenues specified in Article 64 of the 2012 Law on Higher Education (amended and supplemented in Clause 32, Article 1 of the 2018 Law Amending and Supplementing a Number of Articles of the Law on Higher Education).

Article 22. Deductions for setting up scientific and technological development funds of enterprises

1. Deductions for setting up scientific and technological development funds of enterprises shall comply with Article 17 of the Law on Corporate Income Tax.

2. The interest rate for calculating the interest on the to-be-recovered tax amount calculated on the unused fund amount as prescribed in Clause 2, Article 17 of the Law on Corporate Income Tax is the interest rate for treasury bonds of 5-year or 10-year term (in case treasury bonds of a 5-year term are unavailable) that are issued closest to the time of recovery and the interest calculation period is 2 years, including cases where the enterprise returns the Fund before the 5-year period.

3. Annually, enterprises may decide by themselves on the level of deduction for setting up their science and technology development funds under regulations and make reports on the setting up and use of such funds, enclosed with corporate income tax finalization declarations.

Enterprises choosing to set aside their science, technology, innovation, and digital transformation development funds in accordance with the Resolution No. 198/2025/QH15 dated May 17, 2025, of the National Assembly on a number of special mechanisms and policies for private economy development shall not be required to set aside their science and technology development funds under the Law on Corporate Income Tax.

4. The Minister of Finance shall provide regulations on tax obligations in cases fixed assets were formed from the funds to serve scientific and technological research activities and have not been fully depreciated and are transferred by the enterprises to serve their production and business activities, as well as the template report on the setting up and use of their science and technology development funds.

Article 23. Conditions for application of corporate income tax incentives

Conditions for application of corporate income tax incentives are specified in Article 18 of the Law on Corporate Income Tax.

1. While enjoying corporate income tax incentives, enterprises that carry out different production and business activities shall separately account income from production and business activities eligible for corporate income tax incentives as prescribed in Articles 4, 19, 20, and 21 of this Decree and income from those ineligible for corporate income tax incentives.

a) During a tax period, if an enterprise fails to separately account incomes from production and business activities eligible and ineligible for tax incentives, the income from production and business activities eligible for tax incentives equals the total taxable income multiplied by the ratio (%) of the turnover from or deductible expenses for production and business activities eligible for tax incentives to the total turnover or total deductible expenses of the enterprise in the tax period;

b) If an enterprise has an income or a deductible expense which cannot be separately accounted, such income or deductible expense shall be determined according to the ratio of the turnover from or deductible expenses for production and business activities eligible for tax incentives to the total turnover or total deductible expenses of the enterprise.

2. In the same duration, an enterprise which is entitled to different tax incentives for the same income may choose to apply the highest incentive:

a) In case an enterprise currently enjoying corporate income tax incentives chooses to switch to applying tax incentives under another criterion with a more favorable tax incentive, the incentive period already enjoyed (the number of years for which tax exemption, tax reduction, and preferential tax rates have been applied) must be deducted;

b) In case an enterprise has fully exhausted the corporate income tax incentives in accordance with legal normative documents on corporate income tax and is subsequently granted a high-tech enterprise certificate, a high-tech agricultural enterprise certificate, a science and technology enterprise certificate, a high-tech application project certificate or a letter of confirmation of incentives for projects manufacturing supporting industry products, it shall be entitled to incentives for the remaining duration eligible for incentives. The remaining duration eligible for incentives shall be the incentive level applicable to high-tech enterprises, high-tech agricultural enterprises, science and technology enterprises, high-tech application projects, or projects manufacturing supporting industry products minus the incentive period already enjoyed in accordance with the law on corporate income tax (the number of years during which tax exemption, tax reduction and preferential tax rates have been applied);

c) For an enterprise having income from activities in the sectors of agriculture, forestry, fisheries, and salt production that simultaneously meets the conditions for other sectors and trades eligible for corporate income tax incentives or for geographical areas eligible for corporate income tax incentives, if the enterprise chooses to enjoy incentives based on such other sectors and trades or geographical areas eligible for incentives, upon the expiration of the incentive period for those other sectors and trades or geographical areas (including the period of tax exemption, tax reduction, and preferential tax rates), the enterprise may enjoy the preferential tax rates or tax exemption applicable to the sectors of agriculture, forestry, fisheries, and salt production as prescribed in this Decree;

d) An enterprise choosing to enjoy tax incentives in accordance with Points a, b and c of this Clause shall apply the selected incentive level for the entire remaining duration eligible for incentives; after that, the enterprise shall not be permitted to switch to the application of tax incentives under any other criterion.

3. Application of corporate income tax incentives according to geographical areas eligible for corporate income tax incentives:

a) For enterprises having a production investment project entitled to corporate income tax incentives according to geographical areas eligible for corporate income tax incentives, if they generate income from provision of products or goods produced by such projects outside the geographical areas where the investment projects are implemented, they shall also be entitled to tax incentives for such income;

b) Investment projects in the fields of trade and services in geographical areas eligible for corporate income tax incentives (including economic zones, high-tech zones, high-tech agricultural zones and concentrated digital technology zones) shall only be entitled to incentives for income of the investment projects arising within the geographical areas where the investment projects are implemented.

For enterprises having investment projects to provide transportation services eligible for corporate income tax incentives because of operating in geographical areas eligible for incentives, they will be entitled to corporate income tax incentives for the incomes from transportation services if the projects are established in geographical areas eligible for tax incentives and the place of departure or destination of such transportation services is within such localities.

4. Enterprises having investment projects shall be entitled to corporate income tax incentives under the law on corporate income tax in force at the time of issuance of the investment licenses or investment registration certificates or possession of investment permission in accordance with the investment law. In case the law on corporate income tax is amended and the enterprises satisfy the conditions for tax incentives under the amended law, the enterprises may choose to enjoy incentives in respect of the tax rate and the duration of tax exemption or tax reduction in accordance with the law in force at the time of issuance of the investment licenses or investment registration certificates or possession of investment permission or in accordance with the amended law for the remaining period, counting from the 2025 tax period.

In case the enterprises has an investment project ineligible for incentives provided in legal documents on corporate income tax before the effective date of this Decree but eligible for incentives under this Decree, the enterprises will be entitled to the incentives specified in this Decree for the remaining period, counting from the 2025 tax period.

5. Tax-exempt income and income eligible for tax incentives in the fields of agriculture, forestry, fisheries and salt production under this Decree shall include income from the liquidation of assets being agricultural, forestry, fishery or salt products and income from the sale of scraps and by-products being agricultural, forestry, fishery or salt products.

6. If a new investment project of an enterprise generates turnover or income eligible for tax incentives in the first year with the period of under 12 months, the enterprise may choose to enjoy corporate income tax incentives (preferential tax rate, duration of tax exemption and tax reduction) in respect of such investment project from the tax period in which such turnover and income are generated, or register with the tax agency to enjoy tax incentives from the subsequent tax period. If the enterprise registers a tax incentive application duration of the new investment project in the subsequent tax period, the payable tax amount of the first year the project generates turnover or income shall be determined for remission into the state budget under regulations.

a) In case a high-tech enterprise, high-tech agricultural enterprise or a science and technology enterprise, in the first tax period in which turnover is generated or in the first tax period in which income is generated with a duration of generation of turnover or income eligible for tax incentives of less than 12 months, the enterprise may choose to enjoy corporate income tax incentives (preferential tax rate, duration of tax exemption and tax reduction) from such first tax period or register with the tax agency to enjoy tax incentives from the subsequent tax period. If the enterprise registers a tax incentive duration in the subsequent tax period, the first tax period’s payable tax amount shall be determined for remission into the state budget under regulations.

b) In case an enterprise converts its corporate income tax period (including also conversion from calendar year to fiscal year or vice versa), the corporate income tax period of the conversion year must not exceed 12 months. If an enterprise currently enjoying corporate income tax incentives converts its tax period, it may choose to enjoy incentives in the year of tax period conversion or pay tax at the common rate in the year of tax period conversion and enjoy tax incentives in the subsequent year.

7. Enterprises established or enterprises having investment projects from the merger, consolidation, division, splitting, ownership transfer or enterprise transformation shall fulfill corporate income tax obligations (even fines, if any), and concurrently take over the corporate income tax incentives (even losses not yet carried forward) of the enterprises or investment projects prior to the ownership transfer, enterprise transformation, division, splitting, merger, consolidation, provided that they still satisfy the conditions for eligibility for corporate income tax incentives and the conditions for carrying forward losses specified by regulations.

8. Corporate income tax incentives for new investment projects:

a) A new investment project eligible for corporate income tax incentives as prescribed in Articles 19 and 20 of this Decree must be granted an investment registration certificate by a competent state agency, have the investment policy approved in accordance with the law on investment, or granted permission for investment in accordance with specialized laws.

For investment projects not subject to the issuance of an investment registration certificate, approval of investment policy in accordance with the law on investment, or permission for investment under specialized laws, the determination of a new investment project shall be based on the investment project implementation report of the enterprise in accordance with the law on investment, submitted to the investment registration agency;

b) New investment projects eligible for corporate income tax incentives do not include the following:

b1) Investment projects formed from the merger, consolidation, division, splitting or transformation of enterprises in accordance with law.

b2) Investment projects formed as a result of the ownership transfer (including cases of implementation of new investment projects that use assets, business locations and business lines of former enterprises for continued production or business activities and acquisition of operating investment projects);

c) For enterprises currently enjoying corporate income tax incentives for enterprises newly established from investment projects, tax incentives will be granted only for incomes from production and business activities satisfying the conditions for investment incentives stated in their first-time enterprise registration certificates or investment certificates. Enterprises currently engaged in production and business activities may continue enjoying tax incentives for the remaining duration if the change in their enterprise registration certificates or investment certificates does not affect their eligibility for tax incentives of the projects as defined, or may enjoy incentives applicable to expanded investment if they satisfy the conditions for incentives as specified;

d) For investment projects for which investment registration certificates have been granted or licensed investment projects with investment capital, phasing and schedule registered in their initial investment registration dossiers submitted to licensing agencies, if actually implemented subsequent phases are regarded as their component projects (except force majeure events, difficulties due to objective causes in ground clearance or completion of administrative procedures by state agencies, natural disasters, fires or other difficulties or force majeure events), these component projects are eligible for tax incentives for the remaining duration of the licensed investment projects from the date such component projects generate incomes eligible for incentives.

During the phased implementation of component projects as mentioned above, if the enterprise obtains permission from a state management agency in charge of investment for extension of its project under the law on investment and strictly complies with the extended duration, it is entitled to the tax incentives prescribed above.

9. The tax rates of 15% and 17% specified in Clauses 2 and 3, Article 11 and the tax incentives provided in Articles 4, 19, 20 and 21 of this Decree shall not be applied to:

a) Income from the transfer of capital or transfer of the capital-contributing rights; income from the transfer of real estate, except income from investment in the construction of social houses specified at Point s, Clause 2, Article 18 of this Decree; income from the transfer of investment projects (except the transfer of mineral processing projects), transfer of the right to participate in investment projects, or transfer of the right to explore, exploit and process minerals; and income from production and business activities carried out outside Vietnam;

b) Income from activities of prospecting, exploring and exploiting oil and gas and other precious and rare natural resources, and income from mineral exploration and exploitation activities;

c) Income from the production of and trading in online video games; and income from the production of and trading in goods and services subject to excise tax in accordance with the Law on Excise Tax, except projects to manufacture or assemble automobiles, airplanes, helicopters, gliders, yachts, and oil refinery and petrochemicals;

d) Other incomes specified in Clause 3, Article 3 of this Decree that are not related to production and business activities eligible for tax incentives.

This Point shall also apply to investment projects satisfying the conditions for enjoyment of incentives based on sectors or trades as prescribed in Clause 2 and the conditions for incentives based on geographical areas as prescribed in Clause 3, Article 18 of this Decree;

e) Other cases as guided by the Minister of Finance.

10. During the corporate income tax incentive period, if an enterprise fails to satisfy any of the conditions for enjoying tax incentives in a tax period specified in Clauses 1, 3, 4, 5, 6, 8, 12 and 14 Article 4; Clauses 2 and 3 Article 11; Articles 18, 19, 20, 21 and this Article, it is not entitled to tax incentives in that tax period and shall pay corporate income tax at the rate of 20% (for cases currently enjoying incentives based on sectors and trades or geographical areas as prescribed in Articles 18, 19 and 20 of this Decree, that year shall be counted in its registered incentive enjoyment period)

For investment projects of enterprises specified at Point g and Point h, Clause 1, Article 18, and Point c and Point d, Clause 6, Article 19 of this Decree which fail to satisfy the conditions defined at Point g and Point h, Clause 1, Article 18, and Point c and Point d, Clause 6, Article 19 of this Decree within 3 years (or 5 year for investment projects defined at Point g) after the time of grant of investment licenses (excluding the case of behind-schedule implementation due to delayed ground clearance or completion of administrative procedures by state enterprises or natural disasters, calamity, fires, other objective difficulties or force majeure events as approved by licensing agencies and the Prime Minister) or by the fourth year from the year in which turnover is generated (by the sixth year for investment projects specified at Point g), these enterprises will not be entitled to the corporate income tax incentives and shall declare and pay corporate income tax amounts already declared for incentives in the previous years (if any) in accordance with law regulations, but their previous tax declaration will not be regarded as false declaration under the law on tax administration. In a tax year within the duration of enjoyment of the corporate income tax incentives, if an enterprise fails to fully satisfy one of the conditions for enjoyment of the tax incentives specified at Points g and h, Clause 1, Article 18 of this Decree, it is not entitled to the corporate income tax incentives in such year.

11. High-tech enterprises, high-tech agricultural enterprises, and science and technology enterprises shall be entitled to corporate income tax incentives with respect to income derived from high-tech activities, high-tech application activities, scientific research and technological development results, and incomes directly related to high-tech activities, high-tech application activities, scientific research and technological development results.

Chapter VI

IMPLEMENTATION PROVISIONS

Article 24. Effect

1. This Law takes effect from the date of its signing, and shall apply from the 2025 corporate income tax period. The determination of the time of application in certain specific cases shall be as follows:

a) An enterprise may choose to apply the regulations on turnover, expenses, tax incentives, tax exemption, tax reduction, and carrying forward of losses of this Decree from the beginning of the tax period of 2025, or from the effective date of the Law on Corporate Income Tax, or from the effective date of this Decree; in case the enterprise’s tax period of 2025 commences after the effective date of the Law on Corporate Income Tax, the regulations shall be applied from the effective date of the Law on Corporate Income Tax or from the effective date of this Decree;

b) Regulations on non-cash payment documents prescribed at Point c, Clause 1, Article 9 and regulations on capital transfer prescribed at Point i, Clause 3, Article 12 of this Decree shall apply from the effective date of this Decree.

2. This Decree replaces:

a) Decree No. 218/2013/ND-CP dated December 26, 2013 of the Government, detailing and guiding the implementation of the Law on Corporate Income Tax;

b) Decree No. 91/2014/ND-CP dated October 1, 2014 of the Government, amending and supplementing a number of articles of the decrees on taxes.

c) Decree No. 12/2015/ND-CP dated February 12, 2015 of the Government, detailing the implementation of the Law Amending and Supplementing a Number of Articles of the Tax Laws and amending and supplementing a number of articles of the decrees on taxes;

d) Decree No. 57/2021/ND-CP dated June 4, 2021 of the Government, adding Point g to Clause 2, Article 20 of Decree No. 218/2013/ND-CP on corporate income tax incentives for projects on manufacture of supporting industry products.

3. In case legal normative documents mentioned herein are amended, supplemented or replaced, these amending, supplementing or replacing documents shall apply.

Article 25. Transitional provision

1. An enterprise having a new investment project prior to the effective date of the Law on Corporate Income Tax and still in the period of entitlement to corporate income tax incentives, including the cases in which the enterprise has not yet enjoyed incentives for the new investment project under legal normative documents on corporate income tax prior to the effective date of this Decree, shall be entitled to incentives for the remaining period in accordance with the legal normative documents in force at the time of issuance of the investment registration certificate, approval of investment policy in accordance with the law on investment, or grant of permission for investment under specialized laws; in case the incentive level defined in this Decree is more favorable than the incentive currently enjoyed, the enterprise may switch to applying the incentives specified in this Decree for the remaining period. The remaining period specified in this Clause shall be counted from the tax period of 2025.

2. An enterprise having an expanded investment project for which the investment registration certificate was granted or adjusted, or the investment policy is approved, its investment project implementation report is submitted to the investment registration agency in accordance with the law on investment, or permission for investment is granted under specialized laws (hereinafter referred to as “grant of permission for investment”) prior to the effective date of the Law on Corporate Income Tax, and still within the period of entitlement to corporate income tax incentives, including the case of an expanded investment project for which the investment registration certificate was granted or adjusted or permission for investment is granted but the enterprise has not yet enjoyed incentives under legal normative documents on corporate income tax prior to the effective date of this Decree, shall be entitled to incentives for the remaining period in accordance with the legal normative documents in force at the time of issuance or adjustment of the investment registration certificate or grant of permission for investment; in case the incentive level specified in this Decree is more favorable than the incentive currently enjoyed (including cases eligible for, but not yet enjoying, such incentives), the enterprise may switch to applying the incentives defined in this Decree for the remaining period. The remaining period specified in this Clause shall be counted from the tax period of 2025.

In case an enterprise has an expanded investment project for which the investment registration certificate was granted or adjusted, or the investment policy is approved, or permission for investment is granted prior to the effective date of the Law on Corporate Income Tax, the determination of incentives and the time of commencement of incentive entitlement for such expanded investment shall be implemented in accordance with the legal documents effective at the time of issuance or adjustment of the investment registration certificate, approval of investment policy, or grant of permission for investment.

3. An enterprise having income from activities eligible for incentives under legal documents on corporate income tax prior to the effective date of the Law on Corporate Income Tax (excluding investment projects specified in Clause 1 and Clause 2 of this Article), but no longer eligible for tax incentives under the Law on Corporate Income Tax, shall not be entitled to tax incentives from the effective date of the Law on Corporate Income Tax.

4. An enterprise that has losses incurred prior to the effective date of this Decree (including losses from the transfer of real estate, transfer of investment projects, or transfer of the right to participate in investment projects) but remains within the prescribed loss carrying-forward period shall continue to carry forward such losses in accordance with this Decree for the remaining period. Losses from the transfer of real estate, transfer of investment projects, or transfer of the right to participate in investment projects arising in previous periods shall not be carried forward to profits from production and business activities eligible for tax incentives.

Article 26. Responsibility of implementation

1. The Minister of Finance shall detail articles and clauses as assigned in this Decree and guide the implementation of this Decree according to its functions and duties, ensuring management requirements.

2. The Minister of Science and Technology shall formulate legal normative documents and submit them to competent authorities or issue them within their competence as a basis for implementing the tax exemption and tax incentive policies specified in Clause 4, Article 4 of this Decree and other related contents in accordance with their functions and duties.

3. The Minister of Industry and Trade shall formulate legal normative documents guiding supporting industrial products specified at Point c, Clause 2, Article 18 of this Decree and submit them to competent authorities or issue them within their competence.

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