Vietnamese
On July 9, 2026, the Tax Department issued Official Dispatch No. 4697/CT-CS introducing a number of new provisions of, and guiding the implementation of, Decree No. 255/2026/ND-CP.
According to Official Dispatch No. 4697/CT-CS, Decree No. 255/2026/ND-CP focuses on simplifying administrative procedures, ensuring consistency with the provisions of the Law on Tax Administration No. 108/2025/QH15, aligning with the OECD's international standards, and complying with relevant laws, thereby establishing a transparent legal framework, facilitating compliance, and reducing compliance costs for taxpayers engaging in related-party transactions.
The Decree comprises 4 Chapters and 24 Articles. In principle, it inherits the provisions of Government's Decree No. 132/2020/ND-CP of November 5, 2020, on tax administration for enterprises having related-party transactions (as amended and supplemented by Decree No. 20/2025/ND-CP). In addition, the Decree introduces the following major amendments and supplements:
1. Application principles (Article 3)
The Decree amends and supplements the principles governing the tax authority's administration and examination of related-party transaction prices by referring to the principles of tax administration prescribed in Clause 4, Article 6 and the principles of tax examination prescribed in Clause 1, Article 22 of the Law on Tax Administration No. 108/2025/QH15.
These amendments and supplements are intended to ensure consistency, completeness and conformity with the current provisions of the Law on Tax Administration No. 108/2025/QH15.
2. Interpretation of terms (Article 4)
The Decree supplements and refines the definitions of "Ultimate Parent Entity" and "Tax Agreement" by referring to Resolution No. 107/2023/QH15 on the application of additional corporate income tax in accordance with the global anti-base erosion rules and Decree No. 236/2025/ND-CP detailing the implementation of such Resolution.
It also refines the definitions of "related-party transaction", "National File", "Global File", and "systemic failure to exchange information".
The supplementation and refinement of these terms are intended to ensure consistency and synchronization with relevant legal documents while providing a clear and uniform legal basis for implementation.
3. Related-party relationships (Article 5)
3.1. Supplementing related-party relationships arising from borrowing and lending of assets
The Decree supplements related-party relationships established through borrowing and lending arrangements, similar to loan relationships, under Point l, Clause 2, Article 5 as follows:
"An enterprise having transactions involving the transfer or receipt of transfers of capital contributions representing at least 25% of the owner's contributed capital during a tax period; borrowing, lending, borrowing of assets, or lending of assets equal to at least 10% of the owner's contributed capital at the time the transaction arises during a tax period with an individual who manages or controls the enterprise or with an individual having one of the relationships prescribed at Point g of this Clause."
Previously, no provision governed related-party relationships between an enterprise and its managing or controlling individual, or an individual having one of the prescribed relationships, through borrowing or lending arrangements.
The supplementation is intended to address practical difficulties, ensure the comprehensive determination of related-party relationships, accurately reflect the substance of transactions, and improve the effectiveness of tax administration.
3.2. Supplementing cases where related-party relationships are not established
The Decree supplements the cases in which related-party relationships are not deemed to exist under Point d.3, Clause 2, Article 5 as follows:
"A creditor or guarantor being an organization wholly owned by the State and having the function of purchasing, selling and handling debts that does not directly or indirectly participate in the management, control, capital contribution to, or investment in the debtor enterprise or the guaranteed enterprise as prescribed at Points a and c of this Clause."
No such provision existed previously.
The supplementation is intended to reflect practical circumstances better and ensure consistency with the principles governing related parties.
4. Databases used for the declaration, determination, and administration of related-party transaction prices (Article 17)
4.1. The Decree amends and supplements provisions on commercial databases by referring to Clause 15, Article 4 of the Law on Tax Administration No. 108/2025/QH15 and relevant tax administration regulations.
These amendments ensure consistency, completeness and conformity with the current Law on Tax Administration.
4.2. The Decree supplements provisions on the use of the National Database for the declaration, determination and administration of related-party transaction prices.
Previously, no such provision existed.
The supplementation aims to expand reliable data sources available for taxpayers and competent authorities in the declaration, determination and administration of related-party transaction prices.
4.3. The Decree amends and supplements provisions on the tax authority database by referring to Clause 2, Article 35 of the Law on Tax Administration No. 108/2025/QH15 and relevant tax administration regulations.
These amendments ensure consistency, completeness and conformity with the current Law on Tax Administration.
4.4. The Decree also introduces an order of priority for the use of databases as follows:
(i) publicly available databases;
(ii) commercial databases; and
(iii) tax authority databases.
The selection of databases must comply with the principles governing the analysis and comparison of related-party transactions.
Previously, no order of priority was prescribed.
The new provision aims to ensure consistency, transparency and openness in the use of databases, thereby minimizing differences in selecting and using databases for the analysis and comparison of related-party transactions.
5. Taxpayers' rights and obligations in the declaration and determination of related-party transaction prices (Article 18)
5.1. The Decree amends and supplements the provisions on taxpayers' rights in the declaration and determination of related-party transaction prices, with reference to Clause 1, Article 37 of the Law on Tax Administration No. 108/2025/QH15.
5.2. It also amends and supplements the provisions on taxpayers' obligations in the declaration and determination of related-party transaction prices, with reference to Clause 2, Article 37 of the Law on Tax Administration No. 108/2025/QH15.
5.3. The Decree further amends the provisions concerning taxpayers' representatives providing tax procedure services in preparing the documentation for the determination of related-party transaction prices, replacing the term "tax procedure service company" with "tax procedure service organization".
These amendments are intended to ensure consistency, completeness and conformity with the current provisions of the Law on Tax Administration No. 108/2025/QH15.
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