Decree 236/2025/ND-CP detail Resolution 107/2023/QH15 on top-up tax under GloBE Model Rules

DECREE

Detailing a number of articles of the Resolution No. 107/2023/QH15 dated November 29, 2023 of the National Assembly on the application of top-up tax under the Global Anti-Base Erosion Model Rules

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

Pursuant to the Law on Tax Administration No. 38/2019/QH14; the Law No. 56/2024/QH15 Amending and Supplementing a Number of Articles of the Law on Securities, Accounting Law, Law on Independent Audit, Law on the State Budget, Law on Management and Use of Public Property, Law on Tax Administration, Law on Personal Income Tax, Law on National Reserves, and Law on Handling of Administrative Violations;

Pursuant to the Resolution No. 107/2023/QH15 of the National Assembly on the application of top-up tax under the Global Anti-Base Erosion Model Rules;

At the proposal of the Minister of Finance;

The Government promulgates a Decree detailing a number of articles of the Resolution No. 107/2023/QH15 dated November 29, 2023 of the National Assembly on the application of top-up tax under the Global Anti-Base Erosion Model Rules.

Chapter I

GENERAL PROVISIONS

Article 1. Scope of regulation

This Decree provides detailed regulations on a number of articles of the Resolution No. 107/2023/QH15 dated November 29, 2023 of the National Assembly on the application of the top-up tax under the Global Anti-Base Erosion Model Rules (hereinafter referred to as the Global Minimum Tax Rules).

Article 2. Subjects of application

1. Taxpayers as prescribed in Article 3 of this Decree;

2. Tax authorities; tax officers;

3. State authorities, other organizations, and individuals related to the implementation of the Global Minimum Tax Rules.

Article 3. Taxpayers

1. A taxpayer is a constituent entity of a multinational enterprise group that has the annual revenue equal to or greater than EUR 750 million as included in the consolidated financial statements of the ultimate parent entity in at least 2 out of the 4 years preceding the fiscal year in which the tax liability is determined, excluding the cases of exemption as prescribed in Clause 1 Article 2 of the Resolution No. 107/2023/QH15 and Clause 3 of this Article. The constituent entity prescribed in this Clause shall comply with Clause 7, Article 3 of the Resolution No. 107/2023/QH15.

In case a newly established multinational enterprise group has been in operation for less than 04 years prior to the fiscal year in which the tax liability is determined, if it has at least 02 years with the annual revenue equal to or greater than EUR 750 million as included in the consolidated financial statements of the ultimate parent entity, the constituent entity of such multinational enterprise group shall be deemed a taxpayer.

2. The revenue equal to or greater than EUR 750 million shall be determined based on the consolidated revenue of the ultimate parent entity in specific cases as follows:

a) In case one or more fiscal years of the multinational enterprise group have a duration other than 12 months, for each such fiscal year, the revenue threshold of EUR 750 million shall be determined in proportion to the number of days of such fiscal year divided by 365 days.

b) Determination of consolidated revenue of the ultimate parent entity in case of merger or consolidation in any fiscal year within the four fiscal years preceding the fiscal year in which the tax liability is determined:

b.1) In case two or more groups merge or consolidate to form a multinational enterprise group, the consolidated revenue threshold of each fiscal year prior to the merger or consolidation shall be determined by the total annual revenues set out in the consolidated financial statements of each group prior to the merger or consolidation. In case the entities adopt different fiscal years, the start and end dates of the fiscal year of each entity shall be determined according to the start and end dates of the fiscal year of the post-merger or post-consolidated group. In case an entity has a fiscal year other than 12 months, the provisions at Point a, Clause 2 of this Article shall apply.

b.2) In case two independent entities, neither of which is a member of any group, merge or consolidate to form a group, and prior to the merger or consolidation each entity only had the separate financial statements, the consolidated revenue threshold of each fiscal year prior to the merger or consolidation shall be determined by the total annual revenues in the financial statements of each entity. In case the entities adopt different fiscal years, the start and end dates of the fiscal year of each entity shall be determined according to the start and end dates of the fiscal year of the post-merger or post-consolidated group. In case an entity has a fiscal year other than 12 months, the provisions at Point a, Clause 2 of this Article shall apply.

b.3) In case an entity merges or consolidates into a group, or a group merges or consolidates into an entity that is not a member of any group, the consolidated revenue threshold of each fiscal year prior to the merger or consolidation shall be determined by the total annual revenues in the financial statements of the entity plus the revenues in the consolidated financial statements of the group in the same year. In case the entities adopt different fiscal years, the start and end dates of the fiscal year of each entity shall be determined according to the start and end dates of the fiscal year of the post-merger or post-consolidated group. In case an entity has a fiscal year other than 12 months, the provisions at Point a, Clause 2 of this Article shall apply.

b.4) The cases determined as mergers or consolidations for the purpose of determining the consolidated revenue of the ultimate parent entity under this Point include:

b.4.1) An arrangement resulting in all or substantially all of the constituent entities of two or more separate groups being placed under common control to become constituent entities of a multinational enterprise group;

b.4.2) An arrangement resulting in an entity that is not a member of any group being placed under common control together with another entity or another group to form a multinational enterprise group.

c) In case of the division or separation of a multinational enterprise group:

c.1) In case a multinational enterprise group subject to the Global Minimum Tax Rules is divided or separated into two or more groups, the consolidated revenue threshold in the fiscal years after the division or separation shall be calculated separately for each group. The consolidated revenue of each multinational enterprise group in the four fiscal years after the division or separation shall be determined as follows:

c.1.1) For the first fiscal year in which the tax liability is determined after the division or separation: the revenue in the consolidated financial statements of the ultimate parent entity of the multinational enterprise group is equal to or greater than EUR 750 million. In case the first fiscal year of the divided or separated group is other than 12 months, the revenue in the consolidated financial statements of the ultimate parent entity shall be adjusted in accordance with Point a, Clause 2 of this Article.

c.1.2) For the fiscal years in which the tax liability is determined from the second to the fourth year after the division or separation: in at least 2 years, from the year of division or separation, the annual revenue in the consolidated financial statements of the ultimate parent entity of the multinational enterprise group is equal to or greater than EUR 750 million.

c.2) The cases determined as division or separation for the purpose of determining the consolidated revenue of the ultimate parent entity under this Point are agreements resulting in the members of a group being divided or separated into two or more independent groups, whereby they are no longer consolidated into the consolidated financial statements of the same ultimate parent entity.

3. The excluded cases, which are not subject to tax liability, include:

a) The cases specified from Point a to Point e Clause 1 Article 2 of the Resolution No. 107/2023/QH15. The determination of excluded cases under this Point shall be based on the provisions from Point 5 to Point 9 of Appendix I; Point 10.1 and Point 10.4 of Section III, Appendix II; Clause 4 Article 3 of the Resolution No. 107/2023/QH15; and Point 2 of Appendix I.

b) The cases specified at Point g Clause 1 Article 2 of the Resolution No. 107/2023/QH15 include:

b.1) An entity of which at least 95% of its value is directly owned or indirectly owned through one or more excluded entities specified at Point a of this Clause (excluding pension service entities), and the activities of such entity fall into one of the following two cases or a combination of both:

b.1.1) Such entity operates solely or primarily for the purpose of holding assets or investing capital for the benefit of the excluded entities;

b.1.2) Such entity only performs ancillary activities for the activities carried out by the excluded entities or by third parties owned by the excluded entities (holding at least 95% of the entity’s value);

b.2) An entity of which at least 85% of its value is directly owned or indirectly owned through one or more excluded entities specified at Point a of this Clause (excluding pension service entities), provided that most of its income consists of excluded dividends or gains or losses on equity interests excluded when calculating income or loss in accordance with Point 4.1.2 and Point 4.1.3 Section II of Appendix II.

c) The determination of an excluded entity as prescribed at Point b of this Clause shall be based on all activities of such entity, including the activities of its permanent establishments. In case an entity is determined to be an excluded entity, all activities of such entity, including those carried out by its permanent establishments, shall be excluded under the Global Minimum Tax Rules.

d) An entity that is a member of a group and is owned by an investment fund or owned by a real estate investment entity that meets the conditions prescribed at Point b of this Clause shall be determined as an excluded entity, notwithstanding that such investment fund or real estate investment entity is not the ultimate parent entity of such group.

dd) In case an entity prescribed at Point b.1.2 of this Clause is wholly owned, directly or indirectly, by a non-profit organization, the activities of such entity shall be determined as ancillary activities if the total revenue of the members of the group (excluding revenue from the non-profit organization or revenue from an entity excluded under Point b.1.1 and Point b.2 of this Clause or another entity deemed to be an excluded entity under this Point) is less than 25% of the revenue of the multinational enterprise group and less than EUR 750 million (in case of a fiscal year other than 12 months, it shall be implemented in accordance with Point a Clause 2 of this Article).

e) The revenue of the excluded entities shall be included in the revenue of the group when determining the consolidated revenue threshold.

g) The constituent entity in charge of declaration may select to waive the application of Clause 3 of this Article with respect to an entity that is an excluded entity. The selection under this Clause shall be applied in accordance with the 5-year selection rule.

Chapter II

SPECIFIC PROVISIONS

Section 1

QUALIFIED DOMESTIC MINIMUM TOP-UP TAX RULES

Article 4. Principles for the application of the Qualified Domestic Minimum Top-up Tax Rules

1. The constituent entities or a group of constituent entities of a multinational enterprise group that are taxpayers as prescribed in Article 3 of this Decree, conducting business and production activities in Vietnam and having residence in Vietnam as determined under Section I of Appendix II, shall be subject to the application of the Qualified Domestic Minimum Top-up Tax Rules (hereinafter referred to as QDMTT).

2. In case a multinational enterprise group has more than one constituent entity in Vietnam, the constituent entity in charge of declaration shall be responsible for determining obligations under the QDMTT rules for all constituent entities in Vietnam of such multinational enterprise group.

A multinational enterprise group with constituent entities subject to the application of QDMTT shall itself decide on the allocation of the top-up tax payable under QDMTT among its constituent entities in Vietnam and shall declare the allocated tax amount in the Top-up Tax Return (under the Form No. 01/TNDN-QDMTT) promulgated together with this Decree.

3. The QDMTT rules shall not apply to the constituent entities for which the country or territory of residence (hereinafter collectively referred to as jurisdiction) cannot be determined, the permanent establishments for which the country of residence cannot be determined, and the investment entities.

The constituent entities for which the jurisdiction cannot be determined are prescribed at Point 1.2, Section I of Appendix II, the permanent establishments for which the jurisdiction cannot be determined are prescribed at Point 2.4, Section I of Appendix II, and the investment entities are prescribed at Point 10.1, Section III of Appendix II.

4. The fiscal year for the application of QDMTT shall be determined according to the fiscal year of the ultimate parent entity, except in cases prescribed at Point 15, Section II of Appendix II.

Article 5. Determination of the Qualified Domestic Minimum Top-up Tax (QDMTT)

1. The QDMTT shall be determined in accordance with the formula prescribed in Clause 2, Article 4 of the Resolution No. 107/2023/QH15, in which:

a) The top-up tax percentage shall be determined in accordance with Clause 3, Article 4 of the Resolution No. 107/2023/QH15. The top-up tax percentage shall be rounded to the fourth decimal place.

In case the top-up tax percentage is greater than the minimum tax rate (due to the effective tax rate being less than 0), the multinational enterprise group shall calculate the top-up tax percentage as 15%. In this case, the applicable taxes adjusted to be less than 0 in the fiscal year for which the tax liability is determined shall be carried forward to subsequent years to offset against the applicable additional tax in Vietnam, as adjusted, when determining the effective tax rate in Vietnam, and shall be handled in accordance with the process for management of taxes less than 0 that have not been fully offset as prescribed at Point 8.6, Section II of Appendix II.

b) The effective tax rate (ETR) in Vietnam shall be calculated for each fiscal year and determined in accordance with the formula set out in Clause 5, Article 4 of the Resolution No. 107/2023/QH15, in which:

b.1) The applicable additional tax in Vietnam includes: Taxes recorded in the account books that are related to the income or profits of a constituent entity, or related to the portion of income or profits of another constituent entity in which such constituent entity holds an ownership interest; and other taxes with the similar nature to enterprise income tax, excluding the following: Top-up tax accrued by the ultimate parent entity under a Qualified IIR (if any); Top-up tax accrued by a constituent entity under the QDMTT; Taxes paid by a constituent entity that is an insurance company on behalf of holders of insurance contracts with respect to investment income.

b.2) The adjusted applicable additional tax in Vietnam means the applicable enterprise income tax in Vietnam as defined at Point b.1 of this Clause, adjusted in accordance with Points 7 to 11 Section II of Appendix II.

b.3) The effective tax rate shall be separately calculated in the following cases:

b.3.1) The constituent entities whose ultimate parent entity is a minority owner in a subgroup whose ultimate parent entity is a minority owner

b.3.2) The constituent entities whose ultimate parent entity is a minority owner that is not a member of a subgroup whose ultimate parent entity is a minority owner. The constituent entities whose ultimate parent entity is a minority owner, and subgroups whose ultimate parent entity is a minority owner, are provided for at Point 12, Section II, Appendix II.

c) The excess profit shall be determined in accordance with Clause 6, Article 4 of the Resolution No. 107/2023/QH15, in which:

c.1) GloBE net income shall be determined in accordance with Clause 7, Article 4 of the Resolution No. 107/2023/QH15, ensuring the principle that the income or loss under the Global Minimum Tax Rules of each constituent entity is the net income or loss in the financial statements (prepared in accordance with the accounting standards used for the preparation of the consolidated financial statements of the ultimate parent entity) of such constituent entity in the fiscal year in which the tax liability is determined, prior to any consolidation adjustments to eliminate intra-group transactions in the preparation of the consolidated financial statements of the ultimate parent entity, and adjusted in accordance with the provisions from Point 1 to Point 5, Section II, Appendix II.

c.2) The value of tangible assets and payroll excluded under the Global Minimum Tax Rules shall be determined in accordance with Clause 8, Article 4 of the Resolution No. 107/2023/QH15. The value of tangible assets and payroll excluded under the Global Minimum Tax Rules in Vietnam shall include the total deductions for tangible assets and the total deductions for payroll of each constituent entity, excluding constituent entities that are investment entities. The method of determining the deduction for tangible assets and the deduction for payroll shall be carried out in accordance with Point 6, Section II, Appendix II.

d) The additional current top-up tax shall include:

d.1) The amount of top-up tax arising from the recalculation of the effective tax rate and top-up tax of the preceding fiscal year, as required under Points 9.4, 11.1, 11.4 of Section II, and Points 1.4 and 9 of Section III, Appendix II.

d.2) The amount of top-up tax arising as determined under Point 8.5, Section II, Appendix II of this Decree, except where the constituent entity in charge of declaration chooses to apply the provisions at Point 8.6, Section II, Appendix II.

2. The Qualified Domestic Minimum Top-up Tax (QDMTT) shall be determined as zero in the fiscal year in which the tax liability is assessed under Clause 9, Article 4 of the Resolution No. 107/2023/QH15, except as provided in Clause 3 of this Article, in which:

a) The average revenue, average income, or average loss in Vietnam shall be determined in accordance with Clause 14, Article 3 of the Resolution No. 107/2023/QH15.

In case there is no constituent entity with revenue, income, or loss under the Global Minimum Tax Rules in Vietnam in the first fiscal year or the second fiscal year preceding the fiscal year in which the tax liability is assessed, those years shall be excluded when calculating the average revenue, average income, or average loss in Vietnam under the Global Minimum Tax Rules. In case the multinational enterprise group has a constituent entity whose ultimate parent entity is a minority owner, the average revenue and average income referred to in this Clause shall include the revenue or income of such constituent entity.

b) In case a constituent entity has a fiscal year other than 12 months, the revenue, income, or loss of such year shall be adjusted in accordance with Point a, Clause 2, Article 3 of this Decree.

c) The constituent entity that may choose to apply or not to apply the provisions under this Clause shall be the constituent entity in charge of declaration.

3. The amount of qualified domestic minimum top-up tax in Vietnam shall not be determined as zero in cases where post-declaration adjustments arise in relation to the provisions on effective tax rate adjustments, causing the average income and average revenue in Vietnam to exceed the thresholds stipulated in Clause 9 Article 4 of the Resolution No. 107/2023/QH15 in previous fiscal years. The constituent entity in charge of declaration shall provide the relevant information as prescribed in the GloBE information returns and declare and pay tax for those fiscal years and the related fiscal years (if any).

4. The determination of top-up tax under the QDMTT with respect to cases of the constituent entities whose ultimate parent entity is a minority owner, the constituent entities joining or leaving a multinational enterprise group, transfers of assets and liabilities, joint ventures, multinational enterprise groups with multiple parent entities, and permanent establishments whose ultimate parent entity is an intermediate entity shall be carried out in accordance with the corresponding provisions from Point 12 to Point 17 Section II Appendix II.

Section 2

INCOME INCLUSION RULE (IIR)

Article 6. Principles of application of the Income Inclusion Rule (IIR)

1. The ultimate parent entity, partially owned parent entity or intermediate parent entity based in Vietnam that is a constituent entity stated in Article 2 of the Resolution No. 107/2023/QH15, and directly or indirectly holds ownership interest in overseas low-taxed constituent entities under the GloBE Rules at any time in a fiscal year (the taxpayer), shall apply the Income Inclusion Rule (hereinafter referred to as IIR); shall declare and pay tax in accordance with the IIR with an amount at least equal to the allocable share of GloBE top-up tax of the overseas low-taxed constituent entities during the fiscal year, unless such top-up tax is paid in a jurisdiction that has the priority qualified IIR compliant with the GloBE Rules regarding taxing priority.

The ownership interest means an equity interest under which the holder is entitled to profits, capital, or other amounts classified as equity of an entity, including the permanent establishment of the main entity or of an intermediate entity, and the permanent establishment of the intermediate entity. The equity interest refers to an interest determined under the equity items in accordance with the financial accounting standards used for the preparation of consolidated financial statements.

2. The order of priority for the application of the IIR under the Global Minimum Tax Rules is as follows:

a) A partially owned parent entity resident in Vietnam that directly or indirectly holds ownership interest in a low-taxed constituent entity abroad at any time during the fiscal year for which the tax liability is determined shall be required to pay an amount of tax equal to the portion of tax allocated to such partially owned parent entity from the top-up tax of that low-taxed constituent entity abroad in that fiscal year, except where the partially owned parent entity resident in Vietnam is wholly owned, directly or indirectly, by another partially owned parent entity that has already been subject to the obligation to apply the qualified IIR in that fiscal year either in Vietnam or in another jurisdiction.

b) An ultimate parent entity that is a constituent entity of the multinational enterprise group resident in Vietnam, that directly or indirectly holds ownership interest in a low-taxed constituent entity abroad at any time during the fiscal year for which the tax liability is determined, shall be required to pay an amount of tax equal to the portion of tax allocated to the ultimate parent entity from the top-up tax of that low-taxed constituent entity abroad in that fiscal year.

c) An intermediate parent entity of a multinational enterprise group in Vietnam that directly or indirectly holds ownership interest in a low-taxed constituent entity abroad at any time during the fiscal year for which the tax liability is determined shall be required to pay an amount of tax equal to the portion of tax allocated to the intermediate parent entity from the top-up tax of that low-taxed constituent entity abroad in that fiscal year, except where the ultimate parent entity of the multinational enterprise group has been obligated to apply a qualified IIR in that fiscal year in Vietnam or in another jurisdiction; or another intermediate parent entity that directly or indirectly controls this intermediate parent entity has been obligated to apply a qualified IIR in that fiscal year in Vietnam or in another jurisdiction.

3. A jurisdiction is considered to apply a qualified IIR if it is included in the list published by the Inclusive Framework on Base Erosion and Profit Shifting.

Article 7. Determination of the total top-up tax in a jurisdiction

1. The total top-up tax in a jurisdiction shall be determined in accordance with the formula provided in Clause 2 Article 5 of the Resolution No. 107/2023/QH15, in which:

a) The top-up tax percentage  shall be determined in accordance with Clause 3, Article 5 of the Resolution No. 107/2023/QH15. The top-up tax percentage shall be rounded to the fourth decimal place. In case the top-up tax percentage is greater than the minimum tax rate (due to the effective tax rate being less than 0), the multinational enterprise group shall calculate the top-up tax percentage as 15%; the applicable taxes adjusted to be less than 0 in the fiscal year for which the tax liability is determined shall be carried forward to subsequent years to offset against the applicable additional tax in that jurisdiction, as adjusted, when determining the effective tax rate in that jurisdiction, and shall be handled in accordance with the process for management of taxes less than 0 that have not been fully offset as prescribed at Point 8.6, Section II of Appendix II.

b) The effective tax rate in a jurisdiction shall be calculated for each fiscal year and determined in accordance with the formula set forth in Clause 5 Article 5 of the Resolution No. 107/2023/QH15, in which:

b.1) The applicable enterprise income tax in a jurisdiction include: Taxes recorded in the account books that are related to the income or profits of a constituent entity, or related to the portion of income or profits of another constituent entity in which such constituent entity holds an ownership interest; and other taxes with the similar nature to enterprise income tax; tax on distributed profits, amounts deemed as profit distributions, or expenses unrelated to business activities under the Qualified Distribution Tax Regime and tax applicable to retained earnings and equity of the enterprise, including tax applicable to income and equity items, except for the following: Top-up tax accrued by the ultimate parent entity under a Qualified IIR (if any); Top-up tax accrued by a constituent entity under the QDMTT; Taxes paid by a constituent entity that is an insurance company on behalf of holders of insurance contracts with respect to investment income; non-qualified refundable income tax allocated to the owner; taxes relating to adjustments made by a constituent entity due to the application of a Qualified UTPR (if any).

b.2) The adjusted applicable additional tax in a jurisdiction means the applicable enterprise income tax as prescribed at Point b.1 of this Clause, adjusted in accordance with Points 3 and 4, Section III Appendix II.

b.3) The effective tax rate shall be separately calculated in the following cases:

b.3.1) The constituent entities whose ultimate parent entity is a minority owner in a subgroup whose ultimate parent entity is a minority owner

b.3.2) The constituent entities whose ultimate parent entity is a minority owner that is not a member of a subgroup whose ultimate parent entity is a minority owner.

b.3.3) A constituent entity with no-identified jurisdiction of residence. Each constituent entity with no-identified jurisdiction of residence shall be regarded as a separate constituent entity resident in a separate jurisdiction when determining the effective tax rate and top-up tax;

b.3.4) Investment entities.

b.4) When determining the effective tax rate and GloBE net income in a jurisdiction under this Article, the adjusted applicable taxes and GloBE Income or Loss of the constituent entities specified at Point b.3 Clause 1 this Article shall be excluded.

c) The excess profit shall be determined in accordance with Point c Clause 1 Article 5 of this Decree.

c.1) The GloBE net income shall be determined in accordance with Point c.1 Clause 1 Article 5 of this Decree and Point 1 Section III Appendix II.

c.2) The value of tangible assets and payroll excluded under the Global Minimum Tax Rules shall be determined in accordance with Point c.2 Clause 1 Article 5 of this Decree and Point 2 Section III Appendix II.

d) The additional current top-up tax shall be determined in accordance with Point d Clause 1 Article 5 of this Decree.

d.1) In the case prescribed at Point d.1, Clause 1, Article 5 of this Decree, where the taxpayer incurs an adjusted top-up tax for the current year in a jurisdiction during the fiscal year in which the tax liability is determined but does not have GloBE net income in that jurisdiction in such fiscal year, the GloBE income of each constituent entity in that jurisdiction, for the purpose of calculating the allocation ratio to the ultimate parent entity in respect of the low-taxed constituent entity, shall be equal to the amount of top-up tax allocated to such entity divided by the minimum rate. The amount of top-up tax allocated to a constituent entity in this case shall be calculated based on the ratio of the GloBE Income of such constituent entity to the total GloBE Income of all constituent entities in a jurisdiction for the fiscal year in which the recalculation under Point d.1, Clause 1, Article 5 of this Decree is carried out.

d.2) In the case prescribed at Point d.2, Clause 1, Article 5 of this Decree, where the taxpayer incurs an additional current top-up tax in a jurisdiction in the fiscal year for which the tax liability is determined, the GloBE income of each constituent entity in that jurisdiction, for the purpose of calculating the allocation ratio to the parent entity in respect of the low-taxed constituent entity for that fiscal year, shall be equal to the amount of top-up tax allocated to such constituent entity under this Point divided by the minimum tax rate. The additional current top-up tax allocated to each entity under this Point shall only be allocated to constituent entities that record an adjusted covered tax amount of less than zero and less than the GloBE income or loss of that constituent entity multiplied by the minimum tax rate. The allocation shall be carried out proportionally based on the amount determined for each constituent entity according to the following formula:

Amount for determining the allocation ratio for each constituent entity = (GloBE Income or Loss × Minimum Tax Rate) – Adjusted applicable additional tax.

d.3) If a constituent entity is allocated an additional current top-up tax under Point d.1, Point d.2 of this Clause, and Clause 10, Article 5 of the Resolution No. 107/2023/QH15, such constituent entity shall be regarded as a low-taxed constituent entity.

dd) When determining the top-up tax payable under the IIR, the amount of top-up tax under the QDMTT already calculated in a jurisdiction in the fiscal year for which the tax liability is determined shall be deducted. A jurisdiction is considered to apply the QDMTT if it is included in the list published by the Inclusive Framework on Base Erosion and Profit Shifting.

e) The amount of tax allocated to the parent entity from the top-up tax of a low-taxed constituent entity shall be determined in accordance with Clause 11, Article 5 of the Resolution No. 107/2023/QH15, in which:

e.1) The portion of income allocated to other owners is the income deemed attributable to such owners under the principles of the financial reporting standards used in the consolidated financial statements of the ultimate parent entity, assuming that the net income of the low-taxed constituent entity equals the income under the GloBE Rules, provided that all of the following conditions are satisfied:

e.1.1) The parent entity is deemed to have prepared consolidated financial statements in accordance with the accounting standards of the consolidated financial statements of the ultimate parent entity (the deemed consolidated financial statements);

e.1.2) The parent entity has control over the low-taxed constituent entity so that all income and expenses of the low-taxed constituent entity are consolidated in correspondence with each income and expense item of the parent entity in the deemed consolidated financial statements;

e.1.3) All income of the low-taxed constituent entity under the GloBE Rules is deemed to arise from transactions with unrelated parties outside the group;

e.1.4) All ownership interests not directly or indirectly held by the parent entity are deemed to be held by unrelated parties outside the group.

e.2) In case a constituent entity is an intermediary entity, the income under the GloBE Rules of the low-taxed constituent entity used to allocate top-up tax under the IIR shall not include the income that has been allocated to the owners of the intermediary entity who are not members of the group and who hold ownership interests in the intermediary entity directly or indirectly through a chain of entities not subject to income tax.

g) In case a parent entity holds an indirect ownership interest in a low-taxed constituent entity through an intermediate parent entity or a partially-owned parent entity, and such intermediate parent entity or partially-owned parent entity does not qualify for exclusion from the scope of the IIR under Point a or Point c, Clause 2, Article 6 of this Decree, the amount of tax allocated to the parent entity from the top-up tax of such low-taxed constituent entity shall be reduced. The tax amount of the reduction shall equal the portion of tax allocated to the parent entity that has already been charged to the intermediate parent entity or the partially-owned parent entity under a qualified IIR.

2. The total top-up tax in a jurisdiction shall be determined as zero in accordance with Clause 12, Article 5 of the Resolution No. 107/2023/QH15, except as provided in Clause 3 of this Article, in which:

a) The average revenue, average income, or average loss in a jurisdiction shall be determined in accordance with Clause 14, Article 3 of the Resolution No. 107/2023/QH15. In case there is no constituent entity with revenue, income, or loss under the Global Minimum Tax Rules in that jurisdiction in the first fiscal year or the second fiscal year preceding the fiscal year in which the tax liability is assessed, those years shall be excluded when calculating the average revenue, average income, or average loss in that jurisdiction under the Global Minimum Tax Rules. In case the multinational enterprise group has a constituent entity whose ultimate parent entity is a minority owner, the average revenue and average income referred to in this Clause shall include the revenue or income of such constituent entity.

b) In case a constituent entity has a fiscal year other than 12 months, the revenue, income, or loss of such year shall be adjusted in accordance with Point a, Clause 2, Article 3 of this Decree.

c) The constituent entity that may choose to apply or not to apply the provisions under this Clause shall be the constituent entity in charge of declaration.

d) The selection under this Clause shall not apply to a constituent entity that is either an entity with an indeterminate jurisdiction of residence or an investment entity. The revenue, income, or loss of a constituent entity that is an entity with an indeterminate jurisdiction of residence or an investment entity shall be excluded when calculating the average revenue and average GloBE Income or Loss in such jurisdiction.

3. The total top-up tax in a jurisdiction shall not be determined as zero in cases where post-declaration adjustments arise in relation to the provisions on effective tax rate adjustments, causing the average income and average revenue in such jurisdiction to exceed the thresholds stipulated in Clause 12 Article 5 of the Resolution No. 107/2023/QH15 in previous fiscal years. The constituent entity in charge of declaration shall provide the relevant information as prescribed in the GloBE information returns and declare and pay tax for those fiscal years and the related fiscal years (if any).

4. The determination of top-up tax liability under the IIR in respect of certain cases of asset and liability transfers, joint ventures, ultimate parent entities being intermediary entities, ultimate parent entities applying the dividend exclusion mechanism, rules on qualified distributions of income, the calculation of effective tax rate for investment entities, elections for investment entities not subject to income tax, elections for the method of applying the income allocation rules, constituent entities whose ultimate parent entity is a minority owner, rules relating to constituent entities joining or leaving an multinational enterprise group, and multinational enterprise groups with multiple ultimate parent entities shall be carried out in accordance with the corresponding provisions from Point 5 to Point 15 Section III, Appendix II.

Section 3

TRANSITIONAL AND LIABILITY REDUCTION PROVISIONS

Article 8. Handling of taxes during the transitional period

1. The transitional year, with respect to a jurisdiction, is the first fiscal year in which the multinational enterprise group falls within the scope of application of the Global Anti-Base Erosion Model Rules in that jurisdiction.

2. When determining the effective tax rate in a jurisdiction for the transitional year and for each subsequent fiscal year, the multinational enterprise group shall take into account all deferred tax assets and deferred tax liabilities that are reflected or recognized in the financial statements of all constituent entities in that jurisdiction as of the beginning of the transitional year. The deferred tax assets and deferred tax liabilities shall be determined in accordance with the provisions set out at Points 1 to 6, Section IV, Appendix II.

3. In case a constituent entity is subject to the QDMTT in Vietnam before being subject to the IIR in the jurisdiction of the ultimate parent entity, the transitional year shall instead be the first fiscal year in which such constituent entity becomes subject to the IIR in the jurisdiction of the ultimate parent entity, and the effective tax rate in Vietnam shall be determined in accordance with Point 7, Section IV, Appendix II.

Article 9. Liability reduction in the initial phase of international investment activities

1. The top-up tax under the QDMTT in Vietnam shall be deemed to be zero during the initial phase of international investment activities of an multinational enterprise group.

2. An multinational enterprise group shall be considered to be in the initial phase of international activity if, in the fiscal year in which the tax liability is determined, it simultaneously satisfies the following two conditions:

a) The multinational enterprise group has constituent entities in no more than six (06) jurisdictions at any time during the fiscal year in which the tax liability is determined;

b) The total carrying value of tangible assets of all constituent entities in all jurisdictions other than the reference jurisdiction does not exceed EUR 50 million.

The reference jurisdiction of the multinational enterprise group is the jurisdiction in which the multinational enterprise group has the highest total value of tangible assets in the first fiscal year in which it first falls within the scope of the Global Minimum Tax Rules.

The total value of tangible assets in a jurisdiction shall be the aggregate carrying value of all tangible assets of all constituent entities of the multinational enterprise group located in that jurisdiction. The carrying value of tangible assets shall be the average of the opening and closing balance of tangible assets as recorded in the financial statements of each constituent entity (after deducting accumulated depreciation or amortization, and impairment losses).

3. Clause 1 of this Article shall not apply to any fiscal year commencing more than 05 years after the first day of the first fiscal year in which the multinational enterprise group first falls within the scope of the Global Minimum Tax Rules. For multinational enterprise groups that fall within the scope of the Global Minimum Tax Rules starting from the fiscal year 2024, the five-year period shall commence from the beginning of fiscal year 2024.

Article 10. Liability reduction for Qualified QDMTT

1. In case a QDMTT in a jurisdiction meets the conditions for Qualified QDMTT liability reduction, as published by the Inclusive Framework on Base Erosion and Profit Shifting, the top-up tax in that jurisdiction under Article 7 of this Decree in Vietnam shall be deemed to be zero.

2. In case a QDMTT in a jurisdiction meets the conditions for liability reduction, but the multinational enterprise group is not within the scope of QDMTT in that jurisdiction, or the tax authority in that jurisdiction does not collect the QDMTT in respect of the constituent entities located therein, the multinational enterprise group shall not be entitled to apply Clause 1 of this Article in Vietnam.

Article 11. Liability reduction in the transitional period

1. The transitional period shall be the period covering fiscal years commencing on or before December 31, 2026, but not including any fiscal year ending after June 30, 2028.

2. During the transitional period, the liability reduction based on the country-by-country report (“CbCR”) shall apply as follows:

a) The top-up tax in a jurisdiction for a fiscal year shall be deemed to be zero if any of the following criteria are met:

a.1) During the fiscal year, the multinational enterprise group’s country-by-country (CbC) report shows its total revenue lower than EUR 10 million and profit before income tax lower than EUR 1 million or shows loss in that jurisdiction;

a.2) During the fiscal year, the multinational enterprise group’s simplified effective tax rate in that jurisdiction is equal to at least 15% for the fiscal years of 2023 and 2024, 16% for 2025 fiscal year and 17% for 2026 fiscal year;

a.3) The multinational enterprise group’s profit before income tax in that jurisdiction is equal to or less than the income exclusion associated with tangible assets and labor, calculated under the GloBE Rules for the constituent entities resident in that jurisdiction based on the CbC report, in which, the income exclusion associated with tangible assets and labor is determined according to the percentages prescribed under the Global Minimum Tax Rules, including the transitional percentages as set out in the Appendix attached to the Resolution No. 107/2023/QH15;

a.4) A loss is reported in the CbC report.

b) The determination of total revenue, profit before corporate income tax, the CbC report, the simplified effective tax rate, and the qualified financial statements shall be governed by Points 1 through 10 Section V Appendix II.

3. The provisions set out in Clause 2 above shall be calculated based on the data of all constituent entities and permanent establishments in a jurisdiction.

The liability reduction based on the CbC report as provided in Clause 2 of this Article shall apply to joint ventures and subsidiaries of joint ventures as if they were constituent entities of a separate multinational enterprise group, except that income or loss and total revenue under the GloBE Rules shall be determined based on the qualified financial statements.

4. During the transitional period, no administrative penalties on tax violations shall be imposed under Point b, Clause 6, Article 6 of the Resolution No. 107/2023/QH15, specifically for the following acts:

a) Failure to submit, or late submission of, the notification as prescribed in Clause 1, Article 14 of this Decree;

b) Late tax registration of up to 90 days from the time limit prescribed in Article 15 of this Decree;

c) Notification of changes to tax registration information beyond the time limit prescribed in Article 15 of this Decree, provided that such changes do not alter the tax registration certificate or the tax identification number notification;

d) Notification of changes to tax registration information within 90 days after the prescribed time limit under Article 15 of this Decree, where such changes result in an amendment to the tax registration certificate or the tax identification number notification;

dd) Incorrect or incomplete declaration in the tax dossier that does not result in an understatement of the tax payable or an overstatement of the tax exemption, reduction, or refund;

e) Failure to submit tax declaration dossiers within 90 days from the date of expiration of the time limit prescribed in Clause 5, Article 16 of this Decree; failure to submit tax declaration dossiers from 91 days or more from the date of expiration of the time limit but with no tax payable;

g) Failure to submit tax declaration dossiers from 91 days or more from the date of expiration of the time limit prescribed in Clause 5, Article 16 of this Decree, where tax is payable but the taxpayer has fully paid the tax and late payment interest to the State budget before the tax authority issues a tax examination decision, another competent authority issues an inspection or examination decision, or before the tax authority prepares a record of the late submission of the tax declaration dossiers.

h) Incorrect declaration of the tax base or deductible tax amount, or misidentification of cases eligible for tax exemption, reduction, or refund, leading to an understatement of tax payable or overstatement of tax exemption, reduction, or refund, provided that all economic transactions have been fully recorded in accounting books, invoices, and lawful vouchers, and the taxpayer has voluntarily paid the tax shortfall and late payment interest into the State budget before the competent authority issues a decision on administrative penalties.

5. In case no administrative penalties are imposed in accordance with Clause 4 of this Article, the competent authority shall not issue a penalty decision; however, the taxpayer shall still be obliged to submit notifications, register for tax, submit the tax declaration dossiers, and pay tax in accordance with this Decree.

6. The Clause 2 of this Article shall not apply to the jurisdiction of the ultimate parent entity if the ultimate parent entity is an intermediary entity and applies the dividend exclusion mechanism, except where all ownership interests in the ultimate parent entity are held by qualified owners. Some specific cases of application are as follows:

a) In case the ultimate parent entity is an intermediary entity or is subject to a dividend exclusion mechanism, its profit or loss before enterprise income tax (and any other related taxes) shall be reduced by an amount corresponding to the portion distributed or deemed distributed in proportion to the ownership interests held by qualified owners;

b) In case the ultimate parent entity is an intermediary entity, the qualified owners shall be those holding ownership interests as prescribed at Points 7.1.1 through 7.1.3, Section III, Appendix II;

c) In case the ultimate parent entity applies a dividend exclusion mechanism, the qualified owners shall be those receiving dividends as prescribed in Points 8.4.1 through 8.4.3, Section III, Appendix II.

7. The provisions on liability reduction based on the country-by-country (CbC) report in respect of an investment entity that is resident in a jurisdiction under the CbC report rules (the jurisdiction of the investment entity) shall apply as follows:

a) The investment entity shall apply the rules separately in accordance with Points 10, 11, and 12, Section III, Appendix II, except as provided at Point b of this Clause, in which:

a.1) The jurisdiction of the investment entity and the jurisdiction where the constituent entity that is the owner of the investment entity is resident continue to apply the liability reduction based on the CbC report during the transitional period;

a.2) The profit or loss before income tax and total revenue of the investment entity (and any other related taxes) shall be attributed to the jurisdiction of the direct owner of the investment entity in proportion to its ownership interest.

b) The investment entity shall not be required to apply the rules separately if it does not choose to apply Points 11 and 12, Section III, Appendix II, and all constituent entities that own the investment entity are resident in the jurisdiction of the investment entity.

8. The provisions under Point a, Clause 2 of this Article shall not apply to:

a) A constituent entity with no-identified jurisdiction of residence;

b) A multinational enterprise group with multiple ultimate parent entities where the country-by-country report does not include information for the entire group;

c) A jurisdiction in which constituent entities have elected to apply the rules on the allocation of qualifying income or loss under Point 9, Section III, Appendix II;

d) A jurisdiction in which a multinational enterprise group subject to the Global Anti-Base Erosion Model Rules has constituent entities but did not apply the liability reduction in the transitional period in the preceding fiscal year, except where in that preceding year, that multinational enterprise group did not apply such liability reduction because it had no constituent entities in that jurisdiction.

Article 12. Liability reduction

1. The top-up tax in a jurisdiction (excluding the additional current top-up tax) for a fiscal year shall be deemed to be zero where one of the following criteria is satisfied:

a) Criteria on normal profits;

b) Criteria on minimum revenue and income thresholds;

c) Criteria on effective tax rate.

2. A constituent entity may choose to apply the simplified calculation method to determine whether the criteria under Clause 1 of this Article are satisfied.

3. For the immaterial constituent entities, in order to determine the right to choose the simplified calculation method under Clause 1 of this Article in a jurisdiction, the constituent entity in charge of declaration may annually choose to determine the adjusted applicable income or loss, revenue and taxes of the immaterial constituent entity by applying the simplified calculation method to such immaterial constituent entity.

The immaterial constituent entity and the application of the simplified calculation method to such entities shall be determined in accordance with Points 11 through 13, Section V, Appendix II.

Article 13. Non-applicability of liability reduction

1. A constituent entity that has a tax payment obligation and is one or several constituent entities residing in Vietnam shall be subject to top-up tax or adjustments under Article 6 and Points e and g, Clause 1, Article 7 of this Decree if liability reduction (i.e. the determination of zero top-up tax) under the Global Minimum Tax rules provided in Articles 11 and 12 of this Decree is not applicable.

2. The selection to apply liability reduction in a jurisdiction under Articles 11 and 12 of this Decree shall not apply if all of the following conditions are met:

a) Vietnam may apply allocation of top-up tax under the Global Minimum Tax Rules in case the effective tax rate calculated in accordance with Articles 5 and 7 of this Decree for the jurisdiction applying liability reduction is below the Minimum Rate;

b) The Vietnam’s tax authority has notified the constituent entity with a tax payment obligation, within 36 months after filing GloBE information returns, of specific events and circumstances that may have materially affected the eligibility of constituent entities resident in the jurisdiction applying liability reduction, and has requested the constituent entity with a tax payment obligation to clarify, within six months, the impact of such events and circumstances on the eligibility of the constituent entities;

c) The constituent entity with a tax payment obligation fails to demonstrate, within the prescribed response period, that the events and circumstances referred to at Point b above do not materially affect the eligibility of the constituent entities for liability reduction.

Section 4

TAX DECLARATION, PAYMENT AND ADMINISTRATION

Article 14. Notification of the constituent entity in charge of declaration and the list of constituent entities subject to the Resolution No. 107/2023/QH15

1. A multinational enterprise group subject to the Resolution No. 107/2023/QH15, or a constituent entity authorized by the group, shall submit to the tax authority in charge of the administration of top-up tax under the Global Minimum Tax Rules (hereinafter referred to as the tax authority) a notification of the constituent entity in charge of declaration and the list of constituent entities subject to the Resolution No. 107/2023/QH15, using the Form No. 01/TB-DVHT promulgated together with this Decree, within 30 days from the end of the reporting fiscal year.

2. In case the multinational enterprise group has changes in the constituent entity in charge of declaration or to the list of constituent entities subject to the Resolution No. 107/2023/QH15, the constituent entity in charge of declaration shall resubmit the notification to the tax authority using the Form No. 01/TB-DVHT promulgated together with this Decree, no later than the time limit for filing the GloBE information returns and top-up tax returns for the reporting fiscal year in which the change occurs.

3. In case the multinational enterprise group has a joint venture that is not a member of the joint venture group, a joint venture group, a subgroup whose ultimate parent entity is a minority owner, or a constituent entity whose ultimate parent entity is a minority owner but not a member of the sub-group, and such entities fall within the scope of the Global Minimum Tax Rules, then the joint venture that is not a member of the joint venture group, the joint venture group, the subgroup whose ultimate parent entity is a minority owner, or the constituent entity whose ultimate parent entity is a minority owner but not a member of the sub-group, shall be responsible for submitting the notification of the constituent entity in charge of declaration and the list of constituent entities subject to the Resolution No. 107/2023/QH15 in accordance with Clauses 1 and 2 of this Article.

4. The tax authority shall receive the notification of the constituent entity in charge of declaration and the list of constituent entities subject to the Resolution No. 107/2023/QH15 through one of the following forms:

a) Receive documents directly at the tax authority;

b) Receive documents sent by post;

c) Receive electronic dossiers via the electronic transaction portal.

Article 15. Tax Registration

1. Subjects of tax registration

a) Constituent entity designated as the declaration entity of the multinational enterprise group;

b) Joint venture that is not a member of the joint venture group applying the QDMTT rules;

c) Company designated as the declaration entity of the joint venture group applying the QDMTT rules;

d) Constituent entity designated as the declaration entity of the sub-group whose ultimate parent entity is a minority owner applying the QDMTT rules;

dd) Constituent entity whose ultimate parent entity is a minority owner that is not a member of a subgroup whose ultimate parent entity is a minority owner applying the QDMTT rules.

2. The subjects of tax registration as prescribed in Clause 1 of this Article shall be granted a 10-digit tax identification number.

3. The subjects of tax registration as prescribed in Clause 1 of this Article shall use the tax identification number granted under Clause 2 of this Article to directly declare and pay the top-up tax under the Global Minimum Tax Rules.

4. Determination of the constituent entity in charge of declaration

a) The determination of the constituent entity in charge of declaration shall be carried out in accordance with Clause 3 Article 6 of the Resolution No. 107/2023/QH15. The notification of the constituent entity in charge of declaration shall be carried out in accordance with Article 14 of this Decree.

b) In case the multinational enterprise group changes the constituent entity in charge of declaration, the new constituent entity in charge of declaration shall continue to use the granted tax identification number and shall be responsible for succeeding the tax liability of the previous constituent entity in charge of declaration. The new constituent entity in charge of declaration shall carry out the procedures for changing tax registration information in accordance with Clause 8 of this Article.

c) In case the multinational enterprise group has a joint venture that is not a member of the joint venture group, a joint venture group, a subgroup whose ultimate parent entity is a minority owner, or a constituent entity whose ultimate parent entity is a minority owner but not a member of the sub-group, and such entities fall within the scope of the Global Minimum Tax Rules, then the joint venture that is not a member of the joint venture group, the joint venture group, the subgroup whose ultimate parent entity is a minority owner, or the constituent entity whose ultimate parent entity is a minority owner but not a member of the sub-group shall determine the constituent entity in charge of declaration in accordance with Points a and b of this Clause.

d) In case the tax authority designates the constituent entity in charge of declaration of the multinational enterprise group in accordance with Point b, Point c, or Point d Clause 3 Article 6 of the Resolution No. 107/2023/QH15, the tax authority shall send a notification according to the Form No. 02/TB-DVHT promulgated together with this Decree to the constituent entity in charge of declaration. The constituent entity in charge of declaration designated by the tax authority shall carry out the procedures for tax registration in accordance with this Article. The designation of the constituent entity in charge of declaration by the tax authority is prescribed as follows:

d.1) For the multinational enterprise groups subject to the application of the QDMTT Rules under Article 4 of the Resolution No. 107/2023/QH15, the tax authority shall designate the constituent entity with the highest total asset value on the most recent annual financial statements in Vietnam to carry out the tax registration procedures;

d.2) For the multinational enterprise groups subject to the application of the IIR under Article 5 of the Resolution No. 107/2023/QH15, the tax authority shall designate the ultimate parent entity or partially owned parent entity or intermediate parent entity in Vietnam to carry out the tax registration procedures;

d.3) In case the multinational enterprise group is subject to the application of both the QDMTT and IIR, the tax authority shall designate one constituent entity as the declaration entity according to one of the two aforementioned criteria.

dd) After the tax authority designates the constituent entity in charge of declaration under Point d of this Clause, the designated constituent entity in charge of declaration must send a notification to the tax authority according to the Form No. 01/TB-DVHT within 10 days from the date of receipt of the designation notice from the tax authority.

5. Tax registration dossier

The tax registration dossier includes the tax registration form/tax registration information change declaration form under the Form No. 01-DKTD-DVHT promulgated together with this Decree.

6. Time limit for first-time tax registration

The constituent entity in charge of declaration shall submit the tax registration dossier no later than 90 days from the end of the reporting fiscal year.

In case the group has a fiscal year 2024 ending on or before June 30, 2025, the time limit for tax registration shall be 90 days from the effective date of this Decree but no later than the time limit for tax delaration and payment applicable to that group.

7. Notice of tax identification number

The tax authority shall receive and process the initial tax registration dossier and issue the notice of tax identification number according to the Form No. 01-MST-DVHT promulgated together with this Decree to the constituent entity in charge of declaration in accordance with the law on tax administration.

8. Change of tax registration information

a) In case the multinational enterprise group changes the information on the group in the tax registration form/tax registration information change declaration form, the constituent entity in charge of declaration shall make the change of tax registration information and resubmit the tax registration form/tax registration information change declaration form according to the Form No. 01-DKTD-DVHT promulgated together with this Decree to the tax authority within 10 working days from the date of arising the change information.

b) In case the multinational enterprise group changes the constituent entity in charge of declaration in Vietnam, the new constituent entity in charge of declaration shall make the change of tax registration information and resubmit the tax registration form/tax registration information change declaration form according to the Form No. 01-DKTD-DVHT promulgated together with this Decree to the tax authority within 10 working days from the date of arising the change information.

9. Place for submission of first-time tax registration dossier and change in tax registration information

The constituent entity in charge of declaration shall submit the first-time tax registration dossier and change in tax registration information to the tax authority assigned to administer the top-up tax under the Global Minimum Tax Rules.

10. The receipt and processing of tax registration dossiers under the Global Minimum Tax Rules shall be carried out in accordance with the law on tax administration.

Article 16. Tax declaration and payment

1. Tax declaration dossier

a) The tax declaration dossier under the Qualified Domestic Minimum Top-up Tax (QDMTT) rules shall include:

a.1) Information return under the Global Minimum Tax Rules (Form No. 01/TKTT-QDMTT) promulgated together with this Decree;

a.2) Top-up tax return (Form No. 01/TNDN-QDMTT) promulgated together with this Decree;

a.3) Written explanation on differences between financial accounting standards (Form No. 01/TM) promulgated together with this Decree;

a.4) Information return under the Global Minimum Tax Rules of the multinational enterprise group with respect to the general information of the multinational enterprise group, information on the Group’s structure, and information related to the calculation of effective tax rates and top-up tax of the constituent entities in Vietnam, except in cases where the multinational enterprise group is not required to submit the information return under the Global Minimum Tax Rules in any jurisdiction (original or copy);

a.5) Financial data reports of each constituent entity used for the purpose of preparing the consolidated financial statements of the ultimate parent entity (original or copy);

b) The tax declaration dossier under the Income Inclusion Rule (IIR) shall include:

b.1) Information return under the Global Minimum Tax Rules (Form No. 01/TKTT-IIR) promulgated together with this Decree;

b.2) Top-up tax return (Form No. 01/TNDN-IIR) promulgated together with this Decree;

b.3) Written explanation on differences between financial accounting standards (Form No. 01/TM) promulgated together with this Decree;

b.4) Consolidated financial statements of the ultimate parent entity (original or copy);

b.5) Financial data reports of each constituent entity used for the purpose of preparing the consolidated financial statements of the ultimate parent entity (original or copy);

2. A constituent entity shall not be required to submit the Information return under the Global Minimum Tax Rules of the ultimate parent entity to the Vietnamese tax authority if the Information return under the Global Minimum Tax Rules has already been submitted in one of the following cases:

a) The ultimate parent entity is resident in a jurisdiction that has a competent authority agreement on the exchange of information under the Global Minimum Tax Rules in effect with Vietnam during the fiscal year;

b) The entity designated for declaration of the Information return under the Global Minimum Tax Rules is resident in a jurisdiction that has a competent authority agreement on the exchange of information under the Global Minimum Tax Rules in effect with Vietnam during the fiscal year.

The constituent entity in charge of declaration in Vietnam shall notifying the Vietnamese tax authority of the entity that has submitted the Information return under the Global Minimum Tax Rules as prescribed at Points a and b of this Clause and the jurisdiction where such entity is resident, using the Form No. 03/TB-DVHT promulgated together with this Decree.

3. For a constituent entity with no-identified jurisdiction of residence falling under the scope of the Income Inclusion Rule (IIR), the constituent entity that owns such constituent entity with no-identified jurisdiction of residence shall submit the Information return under the Global Minimum Tax Rules to the Vietnamese tax authority in the same manner as other constituent entities resident in Vietnam.

4. Place of submission of tax declaration dossiers

The constituent entity in charge of declaration shall submit the tax declaration dossier to the tax authority assigned to administer the top-up tax under the Global Minimum Tax Rules.

5. The time limit for submission of tax return dossiers and payment of tax shall comply with Clauses 1 and 2, Article 6 of the Resolution No. 107/2023/QH15. The time limit for submission of the Information return as prescribed at Point a.4, Clause 1 of this Article and the notice as prescribed at Clause 2 of this Article shall be no later than 18 months after the end of the fiscal year for the first year in which any constituent entity of the multinational enterprise group falls within the scope of the Resolution No. 107/2023/QH15; and 15 months after the end of the fiscal year for subsequent years.

6. In case the constituent entity in charge of declaration in the current reporting fiscal year discovers that the tax declaration dossier under the Global Minimum Tax Rules for the current reporting fiscal year or previous reporting fiscal years contains errors or omissions, except for errors or omissions adjusted to income or loss under the Global Minimum Tax Rules, or taxes within the scope of application in the current reporting fiscal year as prescribed at Point 4.1.7 Section II Appendix II, Point 11 Section II Appendix II of this Decree, the constituent entity in charge of declaration in the current reporting fiscal year shall make additional tax declarations in accordance with the law on tax administration.

7. The receipt and processing of tax declaration dossiers under the Global Minimum Tax Rules shall be carried out in accordance with the law on tax administration.

8. Tax payment, clearing and refund

a) The amount of top-up tax under the Global Minimum Tax Rules shall be paid into the central budget. The constituent entity in charge of declaration shall declare and pay the top-up tax in accordance with the law on tax administration.

The constituent entity in charge of declaration shall be liable for the top-up tax in accordance with the law on tax administration.

b) In case the constituent entity in charge of declaration that has paid a tax amount, late-payment interest or fine related to the top-up tax under the Global Minimum Tax Rules larger than the payable tax amount, late-payment interest or fine may have the overpaid amount cleared against the tax amount, late-payment interest or fine related to the top-up tax under the Global Minimum Tax Rules, it still owes or against the payable tax amount, late-payment interest or fine of the subsequent tax period or have the overpaid amount refunded, in case the taxpayer does not owe any tax amount, late-payment interest or fine.

c) In case taxpayers request clearing of the overpaid tax amount, late-payment interest or fine related to the top-up tax under the Global Minimum Tax Rules against the tax amount, late-payment interest or fine related to the top-up tax under the Global Minimum Tax Rules they owe, late-payment interests will not be calculated on the to-be-cleared amount for the period from the day the overpaid amount arises to the day tax administration offices effect the clearing.

d) The procedures for tax clearing and refund shall be carried out in accordance with the law on tax administration.

dd) For the purpose of monitoring the collection and payment to the budget for the QDMTT by the tax authority, the tax authority may allocate the QDMTT to the constituent entities based on income criteria.

9. The constituent entity in charge of declaration shall carry out tax registration, declaration, and payment via the electronic transaction portal.

Article 17. Tax declaration and payment currency

1. The constituent entity in charge of declaration shall declare the information return and the written explanation on differences between financial accounting standards under the Global Minimum Tax Rules in the currency used for preparing the consolidated financial statements of the ultimate parent entity.

2. The constituent entity in charge of declaration shall declare and pay the top-up tax in Vietnamese Dong, except where it opts to apply the provision set out in Clause 3 of this Article.

3. In case the amount of top-up tax payable in the Information return under the Global Minimum Tax Rules is presented in a currency used for preparing the consolidated financial statements of the ultimate parent entity (other than Vietnamese Dong), the constituent entity in charge of declaration may choose to declare and pay the top-up tax in that currency. In case the constituent entity in charge of declaration opts to declare and pay tax in Vietnamese Dong, the applicable exchange rate shall be the average transfer buying and selling rate of the commercial bank with which the constituent entity in charge of declaration regularly conducts transactions, as of the date of submission of the tax declaration dossier.

Article 18. Tax examination on the fulfillment of top-up tax liability under the Global Minimum Tax Rules

1. The tax examination on the fulfillment of top-up tax liability under the Global Minimum Tax Rules shall be carried out in accordance with the law on tax administration.

2. The provincial-level Tax Departments shall conduct tax examination on the constituent entity in charge of declaration, as well as other constituent entities in Vietnam within the same multinational enterprise group.

Article 19. Handling of late tax payment

1. In case the time limit for payment of top-up tax has expired and the constituent entity in charge of declaration has not paid or has underpaid the tax, such entity must pay the outstanding top-up tax and late payment interest calculated on the unpaid amount.

2. The handling of late payment of top-up tax under the Global Minimum Tax Rules and the enforcement of administrative decisions on tax administration shall be carried out in accordance with the law on tax administration, and shall apply to both the constituent entity in charge of declaration and other constituent entities in Vietnam within the same multinational enterprise group (if any).

Article 20. Sanctions for administrative tax violations

1. A constituent entity in charge of top-up tax declaration in Vietnam that commits administrative violations regarding top-up tax liability under the Global Minimum Tax Rules including: violations of the time limit for tax registration; violations of the time limit for notifying changes in tax registration information; violations of the time limit for notifying the constituent entity responsible for declaration and the list of constituent entities subject to the Resolution No. 107/2023/QH15; incorrect or incomplete declarations in tax dossiers that do not result in underpayment of tax or overstatement of exempted, reduced, or refunded tax; violations of the time limit for submission of tax declaration dossier; violations of providing information relevant to the determination of tax liability; violations of compliance with tax inspection, examination, or enforcement decisions of administrative tax decisions; incorrect declaration leading to underpayment of tax or overstatement of exempted, reduced, or refunded tax; and tax evasion as provided under the legal documents on administrative sanctions, shall be subject to corresponding penalties under those legal provisions, except for the cases provided in Clause 4, Article 11 of this Decree.

The sanctions for administrative tax violations do not apply in case the constituent entity in charge of declaration makes additional declarations in accordance with the effective tax rate adjustment provisions as provided at Point 9.4, Point 11.1, Point 11.4 Section II,  Point 1.4 and Point 9 Section III Appendix II.

2. The contents relating to the competence to impose sanctions, penalty amounts, procedures, and other contents relating to sanctions for administrative tax violations shall comply with the law on administrative sanctions for tax and invoices.

Article 21. Exchange rate

1. In case the currency used in the consolidated financial statements of the ultimate parent entity is Vietnamese Dong, the applicable exchange rate for determining the revenue and income thresholds under Articles 2, 4, 5, and 6 of the Resolution No. 107/2023/QH15 and the currency thresholds in this Decree shall be the average central exchange rate or the average cross-exchange rate of December of the year immediately preceding the year in which the revenue or income arises, as announced by the State Bank of Vietnam.

2. In case the currency used in the consolidated financial statements of the ultimate parent entity is not Vietnamese Dong, the applicable exchange rate for determining the thresholds under Clause 1 of this Article shall be the average exchange rate of December of the year immediately preceding the year in which the revenue or income arises, as announced by the European Central Bank.

3. If the European Central Bank does not publish an exchange rate for the currency used in the consolidated financial statements of the ultimate parent entity, the applicable exchange rate shall be the average exchange rate of December of the year immediately preceding the year in which the revenue or income arises, as published by the central bank of the jurisdiction of the ultimate parent entity.

Article 22. Automatic exchange of information for tax administration regarding top-up tax under the Global Anti-Base Erosion Model Rules

The tax authority shall conduct automatic exchange of information in accordance with the multilateral competent authority agreement on the exchange of information under the Global Anti-Base Erosion Model Rules, for the purpose of administering top-up tax under the Global Anti-Base Erosion Model Rules.

Chapter III

IMPLEMENTATION PROVISIONS

Article 23. Effect

1. This Decree shall take effect from October 15, 2025 and shall apply from the fiscal year 2024. The fiscal year 2024 means a fiscal year that begins on or after January 01, 2024. In case a constituent entity applying QDMTT determines its fiscal year 2024 according to the ultimate parent entity, and such fiscal year begins in December 2023, it shall still be deemed as fiscal year 2024 under this Decree.

2. The provisions of this Decree shall not be applied for the purpose of determining tax payable under the Law on Enterprise Income Tax.

Article 24. Appendices promulgated together with the Decree

This Decree is promulgated together with Appendix I on certain terminologies under the Global Minimum Tax Rules of the Inclusive Framework on Base Erosion and Profit Shifting; Appendix II on the determination of factors for the calculation of top-up tax under the Global Minimum Tax Rules; and Appendix III on tax declaration and payment forms.

Article 25. Responsibility for implementation

The ministers, the heads of the ministerial-level agencies, the heads of the government-attached agencies, the chairpersons of the People's Committees of provinces and centrally-run cities are responsible for the implementation of this Decree.

* All Appendices are not translated herein.