DECREE
REGULATIONS ON TAX MANAGEMENT FOR RELATED PARTY TRANSACTIONS
OF RELATED ENTERPRISES
Based on the Law on Organization of the Government No. 63/2025/QH15;
Based on the Law on Tax Administration No. 108/2025/QH15;
Based on the Corporate Income Tax Law No. 67/2025/QH15;
At the proposal of the Minister of Finance;
The government has issued a Decree regulating tax management for related-party transactions of enterprises with affiliated relationships.
Chapter I
GENERAL RULES
Article 1. Scope
This Decree stipulates the principles for applying tax management to related-party transactions of enterprises with related-party relationships; related parties; analysis, comparison, selection of independent comparable entities and methods for determining transfer pricing; determination of costs for tax calculation for enterprises with related-party transactions; rights and obligations of taxpayers in declaring and preparing documentation for determining transfer pricing; responsibilities of taxpayers related to reporting country-by-country profits; and responsibilities of state agencies in tax management for taxpayers with related-party transactions.
Article 2. Subject of application
1. Organizations producing and trading goods and services (hereinafter referred to as taxpayers) are subject to corporate income tax when transactions occur with related parties as stipulated in Article 5 of this Decree.
2. Tax authorities.
3. Other relevant government agencies, organizations, and individuals.
Article 3. Principles of Application
1. Taxpayers with related-party transactions must exclude factors that reduce tax liability due to the influence or impact of the related-party relationship in order to declare and determine tax liability for related-party transactions equivalent to independent transactions under the same conditions.
2. The tax authorities shall manage and inspect the related-party transaction prices of taxpayers in accordance with the principles applied in tax management as stipulated in Clause 4, Article 6 and the principles of tax inspection as stipulated in Clause 1, Article 22 of the Law on Tax Administration No. 108/2025/QH15.
Article 4. Explain words
The terms in this Decree are understood as follows:
1. Related-party transactions are transactions involving the purchase, sale, exchange, lease, rental, borrowing, lending, transfer, and assignment of goods; provision of services; borrowing, lending, financial services, financial guarantees, and other financial instruments; purchase, sale, exchange, lease, rental, borrowing, lending, transfer, and assignment of tangible and intangible assets; and agreements for the purchase, sale, and shared use of resources such as assets, capital, and labor, and cost sharing between related parties, excluding business transactions involving goods and services subject to state price regulation as stipulated by law on pricing.
2. The tax agreement is the agreement stipulated in point 11 of Appendix I issued together with Decree No. 236/2025/ND-CP detailing some provisions of Resolution No. 107/2023/QH15 dated November 29, 2023 of the National Assembly on the application of supplementary corporate income tax under the provisions to combat global tax base erosion.
3. Agreement of the Competent Authority is a shortened term for an Agreement concluded between the competent authority of Vietnam and a partner country or territory on the basis of an international treaty or international agreement that provides for the exchange of information, specifically stipulating the automatic exchange of Country-by-Country Profit Reports.
4. The ultimate parent company is the company defined in Clause 4, Article 3 of Resolution No. 107/2023/QH15 on the application of supplementary corporate income tax under the global tax base erosion prevention provisions.
5. Partner tax authorities are the tax authorities of countries or territories that have signed tax agreements with Vietnam.
6. Independent comparable entities are independent transactions between unrelated parties or businesses conducting independent transactions selected based on analysis, comparison, and identification of comparable entities to determine prices, profit margins, and profit allocation ratios in order to determine the tax obligations payable to the state budget by taxpayers, ensuring compliance with the Law on Tax Administration and the Law on Corporate Income Tax.
7. Material differences are differences in price-forming factors that have a significant or substantial impact on the price, profit margin, and profit allocation ratio of the parties involved in the transaction.
8. The independent transaction value range is a set of values regarding price levels, profit margins, or profit allocation ratios of independent comparable entities selected by the tax authority or taxpayers based on the data stipulated in Article 17 of this Decree. The values in this set have equivalent levels of comparable reliability. If necessary, statistical probability methods may be applied to determine the standard independent transaction value range and a representative, universal, and common median value to increase the reliability of the set of independent comparable entities.
9. The standard independent transaction range is the set of values from the 35th to the 75th percentile; the median of the standard independent transaction range is the 50th percentile according to statistical probability.
10. An organization submitting the Country-by-Country Report on behalf of a multinational corporation is a member of the parent company designated by the parent company to prepare and submit the Country-by-Country Report on behalf of the parent company in the country or territory where that member is a tax resident.
11. The national file contains information on related-party transactions, policies, and pricing methods for related-party transactions of taxpayers in Vietnam.
12. Global profiles are information about the business operations of a multinational corporation, its policies and methods for determining transfer pricing globally, and its policies for allocating income and distributing activities and functions within the corporation's value chain.
13. The situation of not systematically exchanging information is when a country or territory has an existing automatic exchange agreement for Country-by-Country Profit Reports, but temporarily suspends the exchange for reasons inconsistent with the terms of that agreement, or consistently fails to exchange the Country-by-Country Profit Reports it holds, resulting in the Vietnamese tax authorities not receiving the required reports.
Article 5. Related Parties
1. Related parties (hereinafter referred to as "related parties") shall comply with the provisions of Clause 17, Article 4 of the Law on Tax Administration No. 108/2025/QH15.
2. Related parties include:
a) One business directly or indirectly holds at least 25% of the owner's equity of the other business;
b) Both businesses have at least 25% of their owner's equity held directly or indirectly by a third party;
c) One enterprise is the largest shareholder in terms of owner's equity and directly or indirectly holds at least 10% of the total shares of the other enterprise;
d) An enterprise guarantees or lends capital to another enterprise in any form (including third-party loans secured by related-party financing and similar financial transactions) provided that the total outstanding debt of the borrowing enterprise to the lending or guaranteeing enterprise is at least 25% of the owner's equity of the borrowing enterprise and accounts for more than 50% of the total outstanding debt of all medium and long-term debts of the borrowing enterprise.
The provisions in point d of this clause do not apply to the following cases:
d.1) The guarantor or lender is an economic organization operating in accordance with the Law on Credit Institutions No. 32/2024/QH15 (amended and supplemented by Law No. 96/2025/QH15) that does not directly or indirectly participate in managing, controlling, contributing capital, or investing in the borrowing enterprise or the guaranteed enterprise as stipulated in points a, c, d, e, g, h, k, l, and m of this clause.
d.2) The guarantor or lender is an economic organization operating in accordance with the Law on Credit Institutions No. 32/2024/QH15 (amended and supplemented by Law No. 96/2025/QH15) and the borrowing or guaranteed enterprise is not directly or indirectly under the management, control, capital contribution, or investment of another party as stipulated in points b, e, and i of this clause.
d.3) Creditors and guarantors that are wholly state-owned organizations with the function of buying, selling, and handling debt do not directly or indirectly participate in the management, control, capital contribution, or investment in the debtor enterprise or the guaranteed enterprise as stipulated in points a and c of this clause.
d) An enterprise designates a member of the executive board or controlling entity of another enterprise, provided that the number of members designated by the first enterprise accounts for more than 50% of the total number of members of the executive board or controlling entity of the second enterprise; or a member designated by the first enterprise has the right to decide on the financial or operational policies of the second enterprise;
e) Two businesses have more than 50% of their board members or have a board member with the authority to decide on financial or business policies designated by a third party;
g) Two businesses are managed or controlled in terms of personnel, finance, and business operations by individuals who are related to one of the following: spouse; biological parents, adoptive parents, stepfather, stepmother, parents-in-law; biological children, adopted children, stepchildren of the spouse, daughter-in-law, son-in-law; siblings with the same parents, half-siblings, half-siblings; brother-in-law, sister-in-law, daughter-in-law, son-in-law of a person with the same parents or half-siblings; paternal grandparents; grandchildren; aunts, uncles, and nieces/nephews.
h) Two business establishments have a head office and permanent establishment relationship, or both are permanent establishments of a foreign organization or individual;
i) Businesses that are controlled by an individual through that individual's capital contribution to the business or direct participation in its management;
k) Other cases in which an enterprise (including independently accounting branches that declare and pay corporate income tax) is subject to the actual management, control, and decision-making of the other enterprise regarding its production and business activities;
l) The enterprise has transactions involving the transfer or acquisition of at least 25% of the owner's capital contribution during the tax period; borrowing, lending, or borrowing at least 10% of the owner's capital contribution at the time the transaction occurs during the tax period with individuals managing or controlling the enterprise or with individuals belonging to one of the relationships specified in point g of this clause;
m) Credit institutions with their subsidiaries, controlling companies, or affiliated companies as stipulated in the Law on Credit Institutions No. 32/2024/QH15 (amended and supplemented by Law No. 96/2025/QH15).
Chapter II
ANALYSIS, COMPARISON, SELECTION OF INDEPENDENT COMPARISON OBJECTS, AND METHODS FOR DETERMINING RELATED TRANSACTION PRICES
Article 6. Principles of analysis and comparison
1. Analyze and compare related-party transactions based on the principle that the nature of the activity and the transaction determine the tax liability to identify the nature of the related-party transaction:
a) The nature of the transaction is compared between the legal contract or written agreement between the related parties and the actual implementation by those parties. In cases where a taxpayer engages in related-party transactions but there is no written agreement, or the agreement is inconsistent with the arm's length principle, or the actual transaction is inconsistent with the arm's length principle between unrelated parties, the related-party transaction must be determined according to the true nature of the business between the independent parties, specifically: The related party receiving revenue and profit from the related-party transaction with the taxpayer must have ownership and control over the business risks of the assets, goods, services, resources, rights to generate economic benefits, and rights to generate income from shares, stocks, and other financial instruments; and the taxpayer incurring costs from the transaction with the related party must receive direct economic benefits or contribute to the revenue and added value of the taxpayer's production and business activities in accordance with the arm's length principle.
b) The nature of the transaction is determined by the method of collecting information, evidence, and data about the transaction and the risks of related parties in their actual business operations.
2. Analyze and compare related-party transactions with independent transactions:
a) The basis for comparing contracts, documents, agreements, and economic, commercial, and financial relationships in related-party transactions of the taxpayer is data and actual transaction execution between related parties to compare with business decisions that may be approved by independent parties under similar conditions. The principle of comparison applied in analysis and comparison prioritizes the nature and practice of business and the risks borne by related parties over written agreements;
b) The analysis and comparison must ensure similarity between the independent transaction and the related-party transaction, or between the independent and related-party transactions, with no material differences affecting the price; profit margin or profit allocation ratio between the parties. If there are material differences affecting the price; profit margin or profit allocation ratio, the analysis must identify and adjust to eliminate those material differences by comparing the factors stipulated in Articles 7 and 10 of this Decree and in accordance with each method for determining the price of related-party transactions as stipulated in Articles 13, 14, and 15 of this Decree.
Article 7. Selection of independent comparable objects
1. The selection of an internal, independent comparable entity involves choosing a transaction between the taxpayer and an unrelated party, ensuring similarity without material differences affecting the price; profit margin or profit allocation ratio between the parties. If there is no similar internal, independent comparable entity, the selection of a comparable entity shall be carried out according to points b and c of Clause 4, Article 17 of this Decree. Comparison between related-party and independent transactions shall be conducted on a transaction-by-transaction basis for each similar product. If a product-based comparison is not possible, the grouping of transactions must ensure consistency with the nature and business practices, and the application of the pricing method for related-party transactions shall be carried out in accordance with the provisions of Articles 12, 13, 14, and 15 of this Decree.
2. Financial and business data of comparable entities must be reliable for use in tax declaration and calculation purposes, in accordance with accounting, statistical, and tax regulations. Transactions of independent comparable entities must occur at the same time as related-party transactions or have the same fiscal year as the taxpayer, except in specific cases where an extended comparison period is necessary as stipulated in Article 9 of this Decree. Data format must ensure that prices at the time of the transaction or within the same tax period can be compared and calculated; comparative data on profit margins or profit allocation ratios must cover at least three consecutive tax periods. For relative ratios and ratios, taxpayers should round the numbers to the second decimal place. If the relative numbers are taken from published data without accompanying absolute numbers and this rounding principle is not applied, the published data with source citation should be used.
3. The minimum number of independent comparable entities selected after analysis, comparison, and adjustment for material differences is as follows: 01 entity in the case of related-party transactions or taxpayers engaging in related-party transactions and the independent comparable entity has no differences; 03 entities in the case where the independent comparable entity has differences but there is sufficient information and data to exclude all material differences; and 05 entities in the case where there is only information and data to exclude most material differences of the independent comparable entity.
Article 8. Adjustment of prices, profit margins, and profit allocation ratios for taxpayers.
1. In cases where independent comparable entities are found with equivalent levels of reliability, there are no differences, or there are differences but sufficient information and data are available to rule out all material differences:
a) If the price, profit margin, or profit allocation ratio of the taxpayer falls within the range of independent transaction values of comparable independent entities, the taxpayer is not required to adjust the price, profit margin, or profit allocation ratio to determine the transfer pricing.
b) If the price, profit margin, or profit allocation ratio of the taxpayer does not fall within the independent transaction value range of comparable independent entities, the taxpayer must determine the value within the independent transaction range that reflects the highest degree of similarity with the related-party transaction to adjust the price, profit margin, and profit allocation ratio of the related-party transaction, but without reducing taxable income or the taxpayer's tax liability to the state budget.
2. In cases where only data information is available to exclude most material differences among independent comparable entities, a minimum of five independent comparable entities must be selected, and the standard independent transaction value range shall be applied as guided in Appendix V attached to this Decree. The selection of values within the standard independent transaction value range for adjusting and redefining the price, profit margin, or profit allocation ratio of the taxpayer shall be as follows:
a) If the price, profit margin, or profit allocation ratio of the taxpayer falls within the standard independent transaction value range of comparable independent entities, the taxpayer is not required to adjust the price, profit margin, or profit allocation ratio to determine the transfer pricing.
b) In cases where the price, profit margin, or profit allocation ratio of the taxpayer does not fall within the standard independent transaction value range of comparable independent entities, the taxpayer must determine the value within the standard independent transaction range that reflects the highest degree of similarity with the related-party transaction to adjust the price, profit margin, and profit allocation ratio of the related-party transaction and determine taxable income and tax payable, but without reducing taxable income or tax obligations to the state budget;
c) In cases where the tax authority adjusts or determines the price, profit margin, or profit allocation ratio of the taxpayer, the adjusted or determined value shall be the median value of the standard independent transaction value range.
3. Based on the method for determining transfer pricing and the selected independent comparable entities, adjustments to the price level, profit margin, or profit allocation ratio of the taxpayer shall be made to determine the corporate income tax liability of the taxpayer without reducing the tax liability payable to the state budget.
Article 9. Expanding the scope of analysis and comparison
1. For related-party transactions with specific characteristics where no independent comparable entity can be found, the scope of analysis and comparison should be expanded to include the industry, geographical market, and time period to find an independent comparable entity. The expansion of the scope of analysis and comparison is carried out as follows:
a) Select independent comparable entities according to the statistical economic sector that have the highest degree of similarity with the taxpayer's business sector in the same market, geographical area, and within the country;
b) Expand the scope of comparison to include countries in the region with similar industry conditions and levels of economic development.
2. In cases where the scope of analysis is expanded to include independent comparable entities in the aforementioned areas, qualitative and quantitative analysis of similarities and significant differences must be conducted in accordance with Clause 6 of Article 10 and Article 14 of this Decree, or data from independent comparable entities from the previous fiscal year must be used, and adjustments for significant differences due to time (if any) must be made.
The extended data collection period for independent comparable entities shall not exceed one fiscal year beyond the taxpayer's fiscal year if using the transfer pricing method stipulated in Article 14 of this Decree.
Article 10. Criteria for analyzing, comparing, and adjusting for material differences
1. Analysis and comparison using the method of contrasting, reviewing, and adjusting for material differences in comparable factors to select independent comparable objects including product characteristics of goods, services, and assets (hereinafter referred to as product characteristics); operational functions and assets, production and business risks; contract conditions and economic conditions when transactions occur.
2. Product characteristics are those characteristics that affect the price of a product, including: tangible goods characteristics such as physical properties, product type, quality, trademark, reliability, availability, and supply volume; service characteristics such as nature, complexity, expertise, and scope of service; intangible asset characteristics such as form of transfer, type of asset, form of ownership, term, level of ownership protection, transfer period, transfer rights, and potential benefits from using the intangible asset.
a) The analysis of intangible assets and the potential for profit allocation to related parties should not only be based on legal ownership but also consider all risk control activities and financial capacity to manage risks throughout the entire process of developing, increasing, maintaining, protecting, and exploiting intangible assets among the related parties. The analysis and comparison should be based on several characteristics of intangible assets such as exclusivity; scope and duration of legal protection; rights established under protection certificates, licenses, and transfer documents for intangible assets; geographical scope of intangible asset rights; life cycle; development stage; rights to enhance, modify, and update intangible assets; and expected profit level of intangible assets.
b) Analysis of intangible asset characteristics includes identifying intangible assets used or transferred in transactions and specific, material economic risks associated with the development, enhancement, maintenance, protection, and exploitation of intangible assets; identifying contractual agreements such as legal ownership of intangible assets, terms and conditions of legal agreements, registrations, licensing agreements, and related contracts, and associated risks; identifying the party responsible for exploiting and using the asset, managing risks related to the development, enhancement, maintenance, protection, and exploitation of intangible assets; identifying contractual terms and the practical implementation by the parties; Determine the actual related-party transactions involving the development, enhancement, maintenance, protection, and exploitation of intangible assets by considering the legal ownership of the intangible assets and related contractual relationships, the performance of the parties, and determining the price of the transaction in accordance with the contributions, functions performed, assets used, and assumed risks of the parties.
3. The operational functions, assets, and production and business risks performed by each party to the contract, and the assets and production and business risks in relation to opportunity costs, economic conditions, industry conditions, sector of operation, and geographical location of the taxpayer, are analyzed to determine factors reflecting the potential for profit from the activities and business practices undertaken by the taxpayer, associated with the functions and use of related assets, capital, and costs.
The analysis results reflect the main function in the relationship between the use of different types of assets, capital, opportunity costs, and risks associated with investing those assets, capital, and costs, and the potential for profitability achieved by taxpayers related to business transactions, specifically:
a) Some key functions of the enterprise analyzed across the entire value chain of the group include research and development such as contracted research and development services, independent research and development, technology development and product design; production including independent production, licensed production, contract production, processing, assembly, and equipment installation; purchasing, managing raw materials and other trading activities; distribution including independent distribution, limited risk distribution, commission agency, wholesale distribution, and retail distribution; providing support services such as legal, financial accounting, credit collection, training and human resource management; providing transportation and warehousing services; implementing brand development such as marketing, advertising, promotion, market research and other functions in the industry value chain;
b) Some of the main assets of a business include intangible assets such as technical know-how, copyrights, business secrets, secret formulas, patents; intangible assets related to commercial and marketing activities such as brands, brand building and identity systems, customer lists, data and relationships; tangible assets such as factories, machinery, and equipment; financial assets and economic rights and benefits from these assets in the process of exploitation, use and transfer of assets;
c) Some of the main business risks include strategic or market risks arising from implementing business strategies such as market entry, expansion, or maintenance; infrastructure risks or inventory risks; financial risks such as credit and bad debt risks, exchange rate risks; transaction risks such as price and payment terms in commercial transactions; product risks from design and development, production to quality management and after-sales service; business risks from capital investments and customer numbers; and force majeure risks.
The business risk analysis of taxpayers across the entire value chain of the corporation aims to identify significant risks to the entire industry value chain, the ability to control risks such as making risk management decisions and handling these risks when they actually occur, including: identifying key economic risks; assessing the level of risk allocation and settlement in legal contracts or agreements of the taxpayer; analyzing the risk control and mitigation functions in legal contracts or agreements; and reviewing the actual implementation, bearing, and allocation of risks by the taxpayer. In cases where there are differences in risk allocation between legal contracts or agreements and actual implementation, based on the results of the risk analysis, the tax authority will reallocate the risks and adjust the price, profit margin, and profit allocation ratio of the taxpayer.
4. Contractual terms when conducting transactions include several clauses regarding the quantity, conditions of the transaction or product distribution; the term, conditions and methods of payment; conditions for warranty, replacement, upgrade, modification or adjustment of the product; conditions regarding business privileges and product distribution; and other economically impactful conditions such as support services, quality control consulting, user instructions, advertising support, and promotions.
a) In cases where the terms of legal contracts or written agreements do not fully reflect the actual practices between the related parties, the analysis and comparison shall be carried out on the basis of reviewing factual events or financial data to determine the characteristics, economic nature, and actual business risks of the parties;
b) In cases where related parties do not enter into legal contracts or written agreements, and do not record revenue or expenses such as technical support, synergistic cooperation, sharing of business know-how, or the use of seconded or dual-role personnel, the analysis is conducted to determine the nature of the transaction, the value of the transaction, the income generated from these transactions, and the contribution of each related party. Based on this, a comparison is made with business decisions that could be accepted by independent parties under similar conditions to reassess the related-party transactions of the taxpayer.
5. The economic conditions of the transaction and the market conditions at the time of the transaction affect the price, the rate of profit, and the profit allocation ratio of the parties.
a) Several economic conditions are involved in a transaction, such as the size and geographical location of the production and consumption markets; market levels such as wholesale, retail, and exclusive distribution; the level of competition for the product in the market and the corresponding competitive positions of the seller and buyer; the availability of substitute goods; the level of supply and demand in the market in general and in specific regions; consumer purchasing power; and economic factors affecting production and business costs incurred at the transaction location, such as tax incentives; government market regulation policies; production costs, land costs, labor costs, and capital costs. The business cycle and factors that positively impact prices, profit margins, and taxpayer profit allocation ratios include locational characteristics, advantages, and cost savings based on geographical factors, local markets, workforce, and the concentration of synergistic functions and specialization based on the contributions of all stakeholders involved in value creation;
b) In cases where the taxpayer and comparable entities do not reside in the same country or territory, or do not provide goods or services in the same geographical market, the economic conditions analysis includes analyzing the degree of similarity of the markets where the taxpayer and comparable entities reside with respect to comparative advantages and locational advantages affecting competitive factors such as labor costs, raw material costs, transportation costs, land rent, training costs, subsidies, financial and tax policy incentives, infrastructure costs, market growth rate, and advantageous market characteristics such as population size, customers with high spending power, and other comparative advantages.
6. Analysis, comparison, and exclusion of material differences involves analyzing and excluding qualitative and quantitative differences in financial information or data that materially affect the basis for determining the transfer pricing of related-party transactions according to each transfer pricing method stipulated in Articles 13, 14, and 15 of this Decree. Quantitative differences are differences determined by absolute numbers regarding the business cycle, the number of years established or operating of the enterprise, or relative numbers such as differences in financial indicators according to the specific investment sector or operational function, differences in working capital; qualitative differences are information determined based on each transfer pricing method stipulated in Articles 13, 14, and 15 of this Decree.
a) The differentiating factors identified as material include: Differences in product characteristics, contract terms, functions, assets and risks, and business sectors; economic conditions of taxpayers and independent comparable entities; differences in policies, investment environment, and the impact of input costs on production and business operations in local, domestic, and foreign locations;
b) Quantitative and qualitative differences must be reviewed and adjusted accordingly to the comparative factors that significantly affect the method of determining transfer pricing as stipulated in Articles 13, 14, and 15 of this Decree.
7. The results of the analysis and comparison serve as the basis for selecting independent comparable entities suitable for each method of determining transfer pricing as stipulated in Articles 13, 14, and 15 of this Decree. If the taxpayer fails to adjust the price, profit margin, or profit allocation ratio according to independent comparable entities due to significant qualitative and quantitative differences, the taxpayer must re-select independent comparable entities to determine the standard independent transaction value range ensuring the highest level of reliability and similarity, and then adjust the transfer pricing as prescribed in this Decree.
Article 11. Procedures for analysis and comparison
1. Determine the nature of the related-party transaction before proceeding with a similarity analysis with independent comparable entities.
2. Analyze, compare, search for, and select comparable independent entities based on the comparison period, product characteristics, and contract conditions; analyze the industry, market, and economic conditions at the time of the transaction; analyze related-party transactions and the taxpayers involved in those transactions; data sources; methods for determining transfer pricing and adjusting for material differences, specifically:
a) Determine the scope, content, and comparative factors, including the comparison period; analytical information on taxpayers regarding comparative factors such as functions, assets, risks; product characteristics; contract conditions; economic conditions at the time of the transaction; analysis of the industry, market, business operating circumstances, and transactions of goods, services, and assets of the parties to select the related party for which transfer pricing needs to be determined as prescribed in this Decree;
b) Evaluating and searching for comparable entities includes prioritizing the review of independent internal comparable entities based on verifying their reliability and independence, ensuring that these are not arranged transactions that do not adhere to the arm's-length principle; developing search criteria and identifying reliable database sources that can be used as stipulated in Article 17 of this Decree to conduct the search for similar independent comparable entities. Based on the information analyzed and the availability of data for independent comparable entities, select a method for determining transfer pricing that is appropriate to the nature of the business, trade, finance, and risks of the related party for which pricing needs to be determined;
c) Analyze the degree of similarity and reliability of the selected independent comparable entities based on a review and screening of qualitative and quantitative criteria; analyze the economic, industry, and financial information of the selected entities to verify the degree of similarity; identify material differences and adjust for material differences. Based on the results of selecting similar independent comparable entities, use the financial data of the selected independent comparable entities to determine the basis for adjusting the price level, profit margin, and profit allocation ratio of the taxpayer as stipulated in Article 8 of this Decree.
3. Determining the price, profit margin, or profit allocation ratio based on the analysis of independent comparable entities serves as a basis for comparison and application in determining the corporate income tax liability of taxpayers, without reducing the tax liability payable to the state budget. The calculation method must be applied consistently throughout the production and business cycle and phase, in accordance with the function and business model as stipulated in Articles 12, 13, 14, and 15 of this Decree.
Article 12. Selection of methods for determining transfer pricing.
The comparative method for determining the price of related-party transactions (hereinafter referred to as the transfer pricing method) is applied in accordance with the arm's-length principle, the nature of the transaction, and the functions of the taxpayer, based on calculations and consistent application throughout the entire production and business cycle; based on financial data of independent comparable entities selected according to the principles of analysis and comparison stipulated in Articles 6, 7, 8, 9, and 10 of this Decree. The transfer pricing method is selected from the methods stipulated in Articles 13, 14, and 15 of this Decree, based on the characteristics of the related-party transaction and the available data.
Article 13. Method for comparing related-party transaction prices with independent transaction prices.
1. Cases where the method of comparing transfer pricing with independent transaction pricing (hereinafter referred to as the independent transaction pricing method) is applied.
Taxpayers engaging in related-party transactions involving specific types of goods, tangible assets, or services with common market conditions or prices published on domestic and international commodity and service exchanges; transactions involving royalty payments for the exploitation of intangible assets; interest payments in lending and borrowing activities; or taxpayers engaging in both independent and related-party transactions involving products similar in product characteristics and contractual conditions.
2. Principles of application:
a) The method of comparing prices of independent transactions is carried out on the principle that there are no significant differences in product characteristics and contract conditions when comparing independent transaction prices and related-party transaction prices that affect the product price. If there are significant differences affecting the product price, these significant differences must be excluded;
b) The following factors, including product characteristics and contract conditions, have a significant impact on product prices: the characteristics, quality, brand, trademark of the product, and the scale and volume of transactions; the terms of contracts for product supply and delivery; the volume, delivery time, payment terms, and other contract conditions; the right to distribute and sell goods, services, and assets that affect the economic value and market where the transaction takes place; and other factors affecting product prices such as the economic conditions and operational functions of the taxpayer.
3. Method of determination:
a) The price of products in related-party transactions shall be adjusted according to the price of products in independent transactions or the value within the standard independent transaction value range of independent comparable entities as stipulated in this Decree;
b) In cases where product prices are published on domestic and international commodity and service exchanges, the product price in related-party transactions shall be determined according to the published product price at the time and under similar transaction conditions;
c) Taxpayers purchasing machinery and equipment from affiliated parties abroad must have documents proving that the purchase price of the machinery and equipment adheres to the arm's length principle at the time of purchase: For new machinery and equipment, the comparable price is the invoice price that the affiliated party purchased the machinery and equipment from an independent party; for used machinery and equipment, original invoices and documents at the time of purchase are required, in which case the asset value is reassessed according to current legal regulations on the management, use, and depreciation of fixed assets.
4. The results of determining transfer pricing are the taxable prices used for declaring and determining the amount of corporate income tax payable, but they do not reduce the taxpayer's tax obligations to the state budget.
Article 14. Method of comparing the taxpayer's profit margin with the profit margin of independent comparable entities.
1. Applicable cases:
Taxpayers who lack the database and information to apply the independent transaction price comparison method stipulated in Article 13 of this Decree, or who cannot compare transactions by product on a transaction-by-transaction basis for each similar product, may combine transactions to ensure consistency with the nature and business practices and select appropriate profit margins for independent comparable entities; or taxpayers who do not exercise autonomy over the entire production and business chain or do not participate in related-party transactions as stipulated in Article 15 of this Decree, specifically:
a) The method of comparing gross profit margin on revenue (resale price method) applies in cases where the taxpayer sells or redistributes products purchased from related parties to independent customers and does not create intangible assets associated with the products sold; does not participate in the development, increase, maintenance, or protection of intangible assets owned by related parties associated with the products sold; or does not perform processing, assembly, or alteration of the product's characteristics or affix a trademark to increase its value. The resale price method does not apply to taxpayers who are distributors owning intangible assets of value belonging to the corporation related to brands, trademarks, and other marketing-related intangible assets such as customer lists, distribution channels, logos, images, and brand identity elements in market research, marketing, and trade promotion activities, or incurring costs for establishing and designing distribution channels, brand identity, or post-sales costs;
b) The comparative gross profit margin on cost of goods sold (cost-plus method) applies in cases where the taxpayer does not own intangible assets and bears little business risk, performing functions such as contract manufacturing, order fulfillment, or processing, assembly, manufacturing, product processing, equipment installation; purchasing and supplying products; providing services or conducting research and development under contract for affiliated parties. The cost-plus method does not apply to taxpayers who are self-manufacturing enterprises performing functions ranging from product research and development to brand building, trademark development, market strategy, product warranty, and customer care;
c) Net Profit Margin Comparison Method: The net profit margin comparison method is applied in cases where the taxpayer lacks the information to apply the independent transaction price comparison method; lacks data and information on the accounting methods of independent comparable entities; or cannot find comparable entities with similar functions and products, thus lacking sufficient basis to apply the gross profit margin comparison method on revenue or on cost of goods sold; the taxpayer performs distribution or production functions, does not own intangible assets, or does not participate in the development, increase, maintenance, protection, and exploitation of intangible assets; or does not fall under the cases where the profit allocation method among related parties is applied as stipulated in Clause 1, Article 15 of this Decree.
2. Principles of application:
a) The comparative profit margin method is applied on the principle that there are no material differences in operational functions, assets, risks, economic conditions, and accounting methods when comparing taxpayers and independent comparable entities that significantly affect the profit margin. If there are material differences affecting the profit margin, these material differences must be eliminated;
Factors that significantly impact profit margins include: assets, capital, and costs; actual control and decision-making power in carrying out the taxpayer's core functions; the nature of the business and the production and consumption markets; accounting methods and cost structure of products; economic conditions under which transactions take place; commercial or financial relationships of multinational corporations; technical support; sharing of business know-how; use of seconded or part-time personnel; and the economic conditions of the taxpayer's industry and business sector, product characteristics, and contract terms.
b) In the case of applying the resale price method: Differences that may materially affect the gross profit margin on the selling price (net revenue) include costs reflecting the business's function as a sales agent, exclusive distributor, or marketing distributor; the growth rate of the product consumption market; the taxpayer's function in the supply chain such as retail, wholesale, and the accounting methods of the parties;
c) In the case of applying the cost-plus method: Differences that may materially affect the gross profit margin on cost include costs reflecting the business's operational functions such as contract manufacturing from the parent company or providing services within the group; contractual obligations such as product delivery deadlines, quality control costs, warehousing, payment terms and accounting methods for the components of the cost of goods sold of the taxpayer and independent comparable entities;
d) In cases where the net profit margin comparison method is applied: Differences that may materially affect the net profit margin include differences in operational functions, assets, risks; economic conditions; contractual conditions and product characteristics as stipulated in Article 10 of this Decree.
Taxpayers engaged in business activities with simple production and distribution functions, lacking strategic decision-making capabilities, generating low value-added transactions, and not facing inventory risks, market risks, or generating revenue and expenses from the exploitation of intangible assets, are not liable for losses arising from these risks in their production and business operations.
3. Method of determination:
The comparative profit margin method uses the gross or net profit margin of selected independent comparable entities to determine the corresponding gross or net profit margin of the taxpayer. The choice of profit margin, including the gross or net profit margin calculated on revenue, expenses, or assets, depends on the nature and economic conditions of the transaction, the taxpayer's function, and the accounting methods of the parties. The basis for determining the profit margin is the taxpayer's accounting data on revenue, expenses, or assets that are not controlled or determined by the related parties.
a) Method of comparing gross profit margin on revenue (resale price method):
The purchase price of goods, services, and assets (cost of goods sold) from related parties equals (=) the selling price (net revenue) of the goods, services, and assets resold to independent parties minus (-) the gross profit on the selling price (net revenue) of the taxpayer minus (-) other costs included in the purchase price: import tax; customs fees; insurance costs, international transportation costs (if any).
The gross profit margin on the selling price (net revenue) of the taxpayer is determined from independent comparable entities by (=) the selling price (net revenue) of the taxpayer multiplied (x) by the gross profit margin on the selling price (net revenue) of the selected independent comparable entities.
The gross profit margin on selling price (net revenue) of selected independent comparable entities is the value within the standard independent transaction range of the gross profit margin on selling price (net revenue) of selected independent comparable entities, adjusted to conform with the principles stipulated in this Decree.
The purchase price from related parties (or cost of goods sold) is adjusted against an independent comparable entity, which is the taxable price and declared expense, to determine the corporate income tax liability of the taxpayer.
b) Method of comparing gross profit margin to cost of goods sold (cost-plus method):
The selling price (or net revenue) of goods, services, and assets sold to related parties is determined by (=) the cost of goods, services, and assets purchased from independent parties plus (+) the gross profit on the cost of goods sold for the taxpayer.
The gross profit margin on cost of goods sold of the taxpayer is determined from independent comparable entities by (=) the taxpayer's cost of goods sold multiplied by (x) the gross profit margin on cost of goods sold of the selected independent comparable entities.
The gross profit margin on cost of goods sold of selected independent comparable entities is the value within the standard independent transaction range of the gross profit margin on cost of goods sold of selected independent comparable entities, adjusted to conform with the principles stipulated in this Decree.
The selling price to related parties (or net revenue) is adjusted against an independent comparable entity as the taxable price and declared expense to determine the corporate income tax liability of the taxpayer.
c) Method of comparing net profit margins:
The net profit margin before deducting interest expenses and corporate income tax on revenue, expenses, or assets of the taxpayer engaging in related-party transactions is adjusted according to the net profit margin before deducting interest expenses on revenue, expenses, or assets of selected independent comparable entities. Based on this adjustment, the taxpayer's tax liability is determined.
Net profit excludes the difference between revenue and expenses from financial activities.
The selected net profit margin is a value within the standard independent trading range of the net profit margins of selected independent comparable entities used to adjust and determine the taxable income and tax liability of the taxpayer in accordance with the principles stipulated in this Decree.
The net profit margin (before deducting interest and corporate income tax) is determined according to the regulations of the law on accounting, tax administration, and corporate income tax.
4. The adjusted profit margin determined for the taxpayer serves as the basis for determining taxable income and the amount of corporate income tax payable, but does not reduce the taxpayer's tax liability to the state budget.
Article 15. Method of profit distribution among affiliated parties
1. Applicable cases:
a) Taxpayers participating in related-party transactions, specific transactions, integrated and closed-loop transactions within a group, new product development activities, use of proprietary technology, participation in the group's proprietary transaction value chain, or the development, enhancement, maintenance, protection, and exploitation of proprietary intangible assets, where there is no basis for determining the price between related parties, or closely related transactions, carried out simultaneously, complex financial transactions involving multiple financial markets worldwide;
b) Taxpayers participating in digital economic transactions, with no basis for determining prices between related parties, or participating in creating added value derived from synergies within the group;
c) Taxpayers who exercise autonomy over the entire production and business process and are not subject to the provisions of Clause 1, Article 13 and Clause 1, Article 14 of this Decree.
2. Principles of application:
The profit allocation method is a method of allocating total profits earned to determine the profit of taxpayers participating in the transaction chain. The profit allocation method is applied to: actual and potential profits earned, determined by financial data based on valid and legitimate documentation; and the value and profit of the transaction must be determined using the same accounting method throughout the entire period of application of the profit allocation method.
3. Method of determination:
The adjusted profit of the taxpayer is allocated to the total profit earned, including the actual and potential profits of the parties involved in the transaction chain.
The adjusted profit of the taxpayer is the sum of basic profit and excess profit. Basic profit is determined using the profit margin comparison method stipulated in Article 14 of this Decree. Excess profit is determined according to an allocation ratio based on one or more factors such as revenue, expenses, assets, or human resources of the related parties involved in the transaction and in accordance with the arm's-length principle.
In cases where there is insufficient information or data to allocate profits as adjusted according to the above regulations, allocation may be based on one or more factors such as revenue, expenses, assets, or personnel of the related parties involved in the transaction, in accordance with the arm's-length principle.
4. The adjusted profit calculation results of the taxpayer serve as the basis for determining taxable income and the amount of corporate income tax payable, but do not reduce the taxpayer's tax obligations to the state budget.
Chapter III
DETERMINING COSTS FOR TAX CALCULATION FOR ENTERPRISES WITH RELATED PARTY TRANSACTIONS; RIGHTS AND OBLIGATIONS OF TAXPAYERS IN DECLARATION AND DOCUMENTATION OF RELATED PARTY TRANSACTION PRICING; RESPONSIBILITIES OF TAXPAYERS RELATED TO INTERNATIONAL PROFIT REPORTING
Article 16. Determining expenses for tax calculation purposes for enterprises with related-party transactions.
1. Costs of related-party transactions that are inconsistent with the nature of independent transactions or do not contribute to generating revenue or income for the taxpayer's production and business activities are not deductible expenses when determining taxable income for corporate income tax purposes in the period, including:
a) Payments to related parties that do not engage in any production or business activities related to the taxpayer's industry or business activities; and do not have any rights or responsibilities related to the assets, goods, or services provided to the taxpayer;
b) Payments made to related parties engaged in production and business activities, but whose asset size, number of employees, and production and business functions are not commensurate with the value of the transactions received by the related party from the taxpayer;
c) Expenses paid to related parties who are residents of a country or territory not subject to corporate income tax, and which do not contribute to generating revenue or added value for the taxpayer's production and business activities.
2. Service fees between affiliated parties:
a) Except for the expenses specified in point b of this clause, taxpayers may deduct service fees from their taxable expenses in the period if the following conditions are met: The service provided has commercial, financial, and economic value and directly serves the taxpayer's production and business activities; the service from related parties is determined to have been provided under similar circumstances as independent parties would pay for these services; the service fee is paid on the basis of the arm's length principle and the method of calculating transfer pricing or allocating service fees among related parties must be applied uniformly throughout the group for similar types of services, and the taxpayer must provide contracts, documents, invoices, and information on the calculation method, allocation factors, and pricing policy of the group for the service provided.
In cases involving centers performing specialized functions and synergistically creating added value for the group, taxpayers must determine the total value generated from these functions, and determine the appropriate profit allocation based on the value contributed by the affiliated parties after deducting (-) the corresponding service fees for the affiliated party performing the coordination and service provision functions of independent transactions of a similar nature;
b) Service expenses that are not deductible when determining taxable income include: expenses arising from services provided solely for the benefit or value creation of other related parties; services serving the interests of the related party's shareholders; duplicate fees charged by multiple related parties for the same type of service, where the added value for the taxpayer cannot be determined; services that are essentially benefits received by the taxpayer as a member of a group; and additional costs that the related party adds for services provided by a third party through the related party's intermediary, which do not contribute additional value to the service.
3. Total interest expense deductible when determining taxable income for corporate income tax purposes for businesses with related-party transactions:
a) The total interest expense after deducting interest on deposits and loans incurred during the period of the taxpayer is deductible when determining taxable income for corporate income tax purposes, provided it does not exceed 30% of the total net profit from business operations during the period plus interest expense after deducting interest on deposits and loans incurred during the period plus depreciation expense incurred during the period of the taxpayer;
b) The portion of interest expense not deductible under point a of this clause shall be carried forward to the next tax period when determining the total deductible interest expense, provided that the total deductible interest expense incurred in the next tax period is lower than the amount stipulated in point a of this clause. The carry-forward period for interest expense shall not exceed 05 years from the year following the year in which the non-deductible interest expense was incurred;
c) The provisions in point a of this clause do not apply to loans of taxpayers that are credit institutions under the Law on Credit Institutions No. 32/2024/QH15 (amended and supplemented by Law No. 96/2025/QH15); insurance business organizations under the Law on Insurance Business No. 08/2022/QH15 (amended and supplemented by Law No. 139/2025/QH15); official development assistance (ODA) loans, preferential loans of the Government implemented through the method of the Government borrowing from foreign countries for enterprises to relend; loans for implementing national target programs (new rural development program and sustainable poverty reduction program); loans for investment programs and projects implementing the State's social welfare policies (resettlement housing, housing for workers and students, social housing and other public welfare projects);
d) Taxpayers shall declare the interest expense ratio for the tax period according to Appendix I issued with this Decree.
Article 17. Databases used in declaring, determining, and managing transfer pricing.
1. The databases used in declaring and determining transfer pricing by taxpayers include:
a) The commercial database as stipulated in Clause 15, Article 4 of the Law on Tax Administration No. 108/2025/QH15 and other legal documents on tax administration;
b) Information and data of businesses are publicly disclosed on the stock market;
c) Information and data published on domestic and international commodity and service exchanges;
d) National database information; information provided by domestic ministries and agencies or other official sources that are publicly available.
2. The databases used by the tax authorities in managing transfer pricing include:
a) The database specified in Clause 1 of this Article;
b) The tax management database as stipulated in Clause 2, Article 35 of the Law on Tax Administration No. 108/2025/QH15 and other legal documents on tax administration.
3. The databases are used in the following order of priority:
a) Information and data of enterprises publicly disclosed on the stock market; information and data disclosed on domestic and international commodity and service exchanges; information from the National Database; information disclosed by domestic ministries and agencies or other official sources;
b) Commercial databases;
c) Tax management database.
The use of database priority as stipulated in this clause must ensure the principles of analysis and comparison as prescribed in Article 6 of this Decree.
4. Analyze the selection of independent comparable entities for analysis, determining independent transaction ranges in accordance with the principles of analysis, comparison, and methods for determining transfer pricing stipulated in this Decree, in the following order of priority for selecting comparable data:
a) Internal comparable entities of the taxpayer;
b) The comparable entity resides in the same country or territory as the taxpayer;
c) Target groups in countries within the region with similar industry conditions and levels of economic development.
In cases where foreign comparable entities are selected in different geographical markets, qualitative and quantitative analyses of similarities and significant differences must be conducted in accordance with Articles 9 and 10 of this Decree.
Article 18. Rights and obligations of taxpayers in declaring and preparing documentation for determining transfer pricing.
1. Taxpayer rights
The rights of taxpayers in declaring and determining transfer pricing are exercised in accordance with the provisions of Clause 1, Article 37 of the Law on Tax Administration No. 108/2025/QH15.
2. Taxpayer's obligations
The taxpayer's obligations in declaring and determining transfer pricing are governed by Clause 2, Article 37 of the Law on Tax Administration No. 108/2025/QH15 and the following regulations:
a) Declaring and determining transfer pricing does not reduce the corporate income tax liability payable in Vietnam;
b) Demonstrate the process of analyzing, comparing, and selecting the method for determining transfer pricing;
c) Declare information on related party relationships and related party transactions according to Appendix I, Appendix II, and Appendix III issued with this Decree and submit them together with the Corporate Income Tax Return;
d) To prepare, maintain, and provide Transfer Pricing Records, which include information, records, documents, data, and vouchers such as:
d.1) Information on related party relationships and related party transactions as specified in Appendix I attached to this Decree;
d.2) National dossiers according to the list of information and documents specified in Appendix II issued together with this Decree;
d.3) Global dossier according to the list of information and documents specified in Appendix III issued together with this Decree;
d.4) Reporting of the ultimate parent company's country-by-country profits as prescribed in Article 19 and Appendix IV issued together with this Decree.
3. Documentation determining transfer pricing must be prepared before the annual corporate income tax return filing deadline and must be retained and presented upon request from the tax authorities.
The documentation and information provided by taxpayers to the tax authorities regarding transfer pricing must comply with tax management laws. The data, documents, and materials used as the basis for analysis, comparison, and transfer pricing must clearly state their origin. If the data from independent comparable entities is accounting data, taxpayers are responsible for storing and providing it to the tax authorities in soft copy, in spreadsheet format.
4. Taxpayers are responsible for providing complete and accurate information and documents in the Transfer Pricing Documentation File when requested by the tax authorities during the consultation process before conducting an audit as stipulated in Article 21 of this Decree. The deadline for providing the Transfer Pricing Documentation File is no more than 30 working days from the date of receiving the request from the tax authorities. In case the taxpayer has a legitimate reason, the deadline for providing the Transfer Pricing Documentation File may be extended once for no more than 15 working days from the expiration date.
5. Independent consulting, auditing, or tax service businesses (hereinafter referred to as tax agents) representing taxpayers in preparing transfer pricing documentation are responsible for complying with tax management laws for related-party enterprises as stipulated in this Decree and are liable under the law as prescribed.
Article 19. Responsibilities of taxpayers relating to the Country-by-Country Report of Profits
1. Taxpayers that are the ultimate parent company in Vietnam with consolidated global revenue in the fiscal year immediately preceding the reporting year equivalent to 750 million Euros or more must prepare and submit a Country-by-Country Report in accordance with Appendix IV issued with this Decree to the tax authorities.
2. Taxpayers in Vietnam whose ultimate parent company is located abroad and has consolidated global revenue in the fiscal year immediately preceding the reporting year equivalent to €750 million or more have the following obligations related to the Country-by-Country Report:
a) Taxpayers are not required to submit the Country-by-Country Report to the Vietnamese tax authorities in the following cases:
a.1) The ultimate parent company is obligated to prepare and submit a Country-by-Country Report of Profits in the country or territory where it resides, and this report is automatically exchanged with the Vietnamese tax authorities in accordance with the Agreement of the competent authorities;
Taxpayers in Vietnam shall submit a Notice of Entity to be Submitted to the Vietnamese tax authorities as prescribed in point d of this clause.
a.2) The ultimate parent company designates an organization to submit the Country-by-Country Report on its behalf in the country or territory where the organization is resident, no later than the end of the ultimate parent company's financial year, provided that it meets the following conditions:
a.2.1) The country or territory where the organization submits the report on behalf of another entity is a resident entity that requires the submission of a Country-by-Country Report;
a.2.2) This country or territory has an Agreement of a competent authority in effect with Vietnam at the time the Report is due;
a.2.3) This country or territory does not fall under the category of not systematically exchanging information;
a.2.4) The organization submitting the report on behalf of the applicant has notified the competent authorities in the country or territory where the organization is resident that it is the organization submitting the report on behalf of the applicant in accordance with the laws of that country or territory, in cases where the laws of that country or territory require such notification;
a.2.5) Taxpayers in Vietnam shall send a Notice of Entity to File the Country-by-Country Report to the Vietnamese tax authority as prescribed in point d of this clause, along with a document designating an organization to file the report on their behalf;
If the conditions stipulated in point a.2 of this clause are not met, the taxpayer must fulfill the obligation to submit the Country-by-Country Report as prescribed in point b of this clause.
b) Taxpayers are only required to submit the Country-by-Country Report to the tax authorities in one of the following cases:
b.1) The ultimate parent company is not obligated to prepare and submit a Country-by-Country Report of Profits in the country or territory where the ultimate parent company is a resident;
b.2) The country or territory where the ultimate parent company is a resident has an international tax treaty or international agreement with Vietnam, but does not have an Agreement of a competent authority in effect with Vietnam at the time the report is due;
b.3) The country or territory where the ultimate parent company is a resident has an Agreement with the competent authorities of Vietnam, but there has been a failure to systematically exchange information, and this situation has been notified to the taxpayer in Vietnam.
Taxpayers are not required to submit a Country-by-Country Report as stipulated in point b of this clause if the ultimate parent company is not obligated to prepare and submit a Country-by-Country Report in the country or territory of its residence because the group's consolidated global revenue, as shown in the consolidated financial statements of the fiscal year immediately preceding the reporting year, is lower than the threshold for submitting a Country-by-Country Report as prescribed by that country or territory, due to differences in revenue thresholds, currencies, or principles for determining revenue between countries or territories.
The requirement to submit the Country-by-Country Report as stipulated in point b of this clause shall only be implemented when Vietnam meets the conditions regarding information confidentiality, consistency, and proper use of information as prescribed in point h, clause 2, Article 30 of the Law on Tax Administration No. 108/2025/QH15. The tax authority is responsible for publicly disclosing the fulfillment of these conditions on the tax authority's website.
In cases where a multinational corporation has more than one taxpayer in Vietnam and the ultimate parent company designates one taxpayer in Vietnam to submit the Country-by-Country Report, the designated taxpayer is responsible for submitting the Notice of Entity to Submit the Country-by-Country Report as stipulated in point d of this clause, along with the designation document, and fulfilling the obligation to submit the Country-by-Country Report to the tax authorities.
c) The taxpayer in Vietnam designated by the parent company as the organization to submit the Country-by-Country Report on its behalf is responsible for preparing and submitting the Country-by-Country Report in accordance with Appendix IV issued with this Decree to the tax authority. The designated taxpayer is responsible for submitting the Notice of Entity to Submit the Country-by-Country Report as stipulated in point d of this clause, along with the designation document.
d) Taxpayers are obligated to submit a Notice of Entity to File the Country-by-Country Profit Report to the tax authority using Form No. 01/TB-BCLN issued together with this Decree.
In cases where a multinational corporation has more than one taxpayer in Vietnam and the ultimate parent company abroad designates a taxpayer in Vietnam to submit the Notice, the designated taxpayer is obligated to submit the Notice along with the designation document.
From the effective date of this Decree, taxpayers are only required to submit the Notice of Entity to File the Country-by-Country Profit Report once, when the first obligation related to the Country-by-Country Profit Report arises. The deadline for submitting the Notice is no later than the end of the fiscal year of the parent company of the reporting year. In case of changes to the information in the most recently submitted Notice of Entity to File the Country-by-Country Profit Report, including cases of termination of the obligation to file the Country-by-Country Profit Report, the taxpayer is responsible for submitting a Notice to update the information to the tax authorities no later than 90 days from the date of the change.
3. The deadline for submitting the Country-by-Country Report is no later than 12 months from the end of the fiscal year of the ultimate parent company for the reporting year.
4. Country-by-Country Profit Reports are submitted in encrypted XML format.
5. Notifications and reports of international profits are submitted through the Tax Management Information System.
6. The foreign exchange rate used to determine the consolidated revenue threshold is determined according to the central exchange rate or the average cross-exchange rate of December of the year immediately preceding the reporting year, as published by the State Bank of Vietnam.
Article 20. Cases where taxpayers are exempt from declaring and preparing transfer pricing documentation.
1. Taxpayers are exempt from declaring transfer pricing under Sections III and IV of Appendix I issued with this Decree, and are exempt from preparing transfer pricing documentation as prescribed in this Decree, in cases where transactions only occur with related parties that are subject to corporate income tax in Vietnam, apply the same corporate income tax rate as the taxpayer, and neither party enjoys corporate income tax incentives during the tax period, but must declare the grounds for exemption under Sections I and II of Appendix I issued with this Decree.
2. Taxpayers are responsible for declaring and determining transfer pricing according to Appendix I issued with this Decree, but are exempt from preparing Transfer Pricing Documentation in the following cases:
a) Taxpayers who have related-party transactions but whose total revenue for the tax period is less than VND 50 billion and whose total value of all related-party transactions during the tax period is less than VND 30 billion;
b) Taxpayers who have signed a Pre-Agreement on the method of determining taxable prices shall submit annual reports in accordance with the law on Pre-Agreements on the method of determining taxable prices. For related-party transactions not covered by the Pre-Agreement on the method of determining taxable prices, the taxpayer is responsible for declaring and determining the price of the related-party transaction in accordance with Article 18 of this Decree;
c) Taxpayers conducting business that does not generate revenue or expenses from the exploitation or use of intangible assets, with revenue below VND 500 billion, shall apply the net profit margin before deducting interest expenses and corporate income tax (excluding the difference between revenue and expenses of financial activities) on net revenue, including the following sectors:
c.1) Distribution: 5% or more;
c.2) Production: 10% or more;
c.3) Processing: 15% or more.
In cases where taxpayers track and account for revenue and expenses separately for each business segment, the net profit margin before deducting interest expenses and corporate income tax on net revenue corresponding to each segment shall be applied.
In cases where taxpayers can separately track and account for revenue but cannot separately track and account for the expenses incurred in each area of production and business activities, the expenses should be allocated proportionally to the revenue of each area to apply the net profit margin (before deducting interest expenses and corporate income tax) on net revenue corresponding to each area.
In cases where taxpayers cannot separately track and account for the revenue and expenses of each production and business activity to determine the net profit margin before deducting interest expenses and corporate income tax corresponding to each activity, the net profit margin before deducting interest expenses and corporate income tax on net revenue of the activity with the highest margin shall be applied.
If the taxpayer does not apply the net profit margin rate specified in this section, they must prepare a Transfer Pricing Documentation file in accordance with regulations.
3. For taxpayers who are exempt from declaring and preparing transfer pricing documentation as stipulated in Clauses 1 and 2 of this Article, the determination of total deductible interest expenses when calculating taxable corporate income of enterprises with related-party transactions shall be carried out in accordance with Clause 3 of Article 16 of this Decree.
Chapter IV
TERMS ENFORCEMENT
Article 21. Responsibilities and powers of tax authorities in managing transfer pricing.
1. Apply risk management in tax administration regarding transfer pricing in accordance with tax laws.
a) Managing and utilizing information on taxpayers with related-party transactions for risk management purposes;
b) Applying risk management in planning audits of related-party transactions and business activities;
c) Managing and using the taxpayer's Country-by-Country Report for risk management and information exchange in accordance with Vietnam's regulations and commitments under international tax agreements, and not for adjusting or fixing transfer pricing.
2. The tax authorities shall base their tax assessment on the principles of analysis and comparison, the principles and methods for determining transfer pricing as stipulated in this Decree, and the tax declaration information of enterprises with related-party transactions, in the following cases:
a) For taxpayers who violate tax laws but comply fully with accounting, invoicing, and documentation regulations: The determination of revenue, expenses, or taxable income to determine tax obligations shall be carried out according to the principles of analysis, comparison, principles and methods for determining transfer pricing, and the databases used in managing transfer pricing as stipulated in this Decree;
b) Other cases as prescribed in Article 24 of the Law on Tax Administration No. 108/2025/QH15 and other legal documents on tax administration;
c) The tax authorities are responsible for facilitating taxpayers in providing proof and explanations regarding the data and figures of independent comparable entities used in the Transfer Pricing Documentation.
3. The tax authorities have the right to determine the price; profit margin; profit allocation ratio; taxable income or the amount of corporate income tax payable for taxpayers who do not comply with regulations on declaring and determining related-party transactions; fail to provide or provide incomplete information and data for declaring and determining the price of related-party transactions in the following cases:
a) Taxpayers who fail to declare, declare incomplete information, declare incorrect information, or fail to submit Appendix I issued with this Decree;
b) The taxpayer provides incomplete information in the Transfer Pricing Documentation as stipulated in Appendix II and Appendix III issued with this Decree, or fails to present the Transfer Pricing Documentation and the data, documents, and materials used as the basis for analysis, comparison, and price determination in the Transfer Pricing Documentation as requested by the tax authority within the time limit prescribed in this Decree. Information in the Transfer Pricing Documentation is considered material if it affects the results of the analysis of selecting comparable independent entities; the method of determining transfer pricing; or the results of adjusting the price level, profit margin, or profit allocation ratio of the taxpayer;
c) The taxpayer uses inaccurate or untrue information about independent transactions to analyze, compare, and declare transfer pricing, or relies on illegal, invalid, or unverified documents, data, and records to determine the price, profit margin, or profit allocation ratio applicable to related-party transactions;
d) The taxpayer has violated the regulations on determining transfer pricing as stipulated in Article 20 of this Decree;
d) The database used for tax assessment shall comply with the provisions of Article 17 of this Decree.
4. The tax authorities are responsible for maintaining the confidentiality of information provided by taxpayers related to the determination of transfer pricing as stipulated in this Decree. The provision of information to other agencies and organizations shall comply with the provisions of Clause 5 of this Article.
5. In cases where the inspection reveals discrepancies in the mechanisms and policies related to specialized industries and sectors regarding the determination of transfer pricing, the tax authorities shall seek opinions from relevant agencies, organizations, and individuals, specifically:
a) Specialized management agencies, specialized organizations and associations;
b) The tax authorities are responsible for providing records, information, and documents related to the determination of related-party transaction prices to the specialized agencies and organizations consulted. The agencies and units consulted are responsible for maintaining the confidentiality of information in accordance with the law.
6. The tax authority exchanges information with taxpayers and partner tax authorities through consultation procedures before, during, and after the transfer pricing audit as follows:
a) In cases where, through the application of risk management in tax administration regarding transfer pricing, the tax authority deems it necessary to exchange information in advance with the taxpayer on the contents of Appendix I attached to this Decree and the taxpayer's transfer pricing documentation, the tax authority shall send a letter requesting consultation with the taxpayer to exchange and provide in advance information on the taxpayer's transfer pricing documentation as prescribed in this Decree;
b) In cases where the tax authority needs to contact and exchange information with the partner tax authority regarding the Country-by-Country Profit Report and other related information, the procedures for bilateral agreement and information exchange in the relevant tax agreement shall be followed. If necessary, the tax authority shall notify the taxpayer in writing of the temporary suspension of the audit to conduct information exchange with the partner tax authority in accordance with tax laws.
7. Tax authorities implementing the automatic information exchange mechanism must maintain the confidentiality of information in accordance with international treaties and agreements on taxation to which Vietnam is a signatory or a party, and according to the standards of the Global Forum on Transparency and Exchange of Information for Tax Purposes. Annually, the tax authorities shall publish a list of foreign tax authorities that implement automatic information exchange regarding the Country-by-Country Report and the status of non-systematic information exchange (if any) on the tax authority's website.
8. The tax authorities shall adjust the determination of transfer pricing in accordance with bilateral agreements stipulated in relevant tax agreements.
9. In cases where the tax authority signs a Pre-Agreement on the method of determining the taxable price, the tax authority is responsible for:
a) Manage and inspect related-party transactions that are not covered by the Advance Pricing Agreement based on risk management principles;
b) Managing and inspecting compliance with the signed advance agreement on the method of determining the taxable price by taxpayers as prescribed.
10. Managing compliance and supporting taxpayers with related-party transactions.
a) The tax authority shall develop and implement a program to support taxpayers in voluntarily complying with regulations for enterprises with related-party transactions, based on risk management, in accordance with the capacity of the tax sector's database system and the provisions of the law on tax administration;
b) The tax authorities, based on data declared by taxpayers, publish industry profit margins for each sector, geographical area, or group of taxpayers to assist taxpayers in declaring and determining transfer pricing according to the arm's length principle;
c) The tax authorities support taxpayers in improving compliance and reducing risks in declaring and determining related-party transaction prices when taxpayers participate in voluntary compliance support programs;
d) The tax authorities are responsible for maintaining the confidentiality of information and data provided by taxpayers participating in voluntary compliance support programs as prescribed by law.
Article 22. Responsibilities of ministries, ministerial-level agencies and People's Committees of provinces and centrally-administered cities
1. The Ministry of Finance, within the scope of its duties and powers, is responsible for:
a) Be responsible for implementing state management of taxation for enterprises with related-party relationships and related-party transactions as stipulated in this Decree;
b) To preside over and coordinate with news agencies, the press, and ministries and sectors within their assigned duties and powers to carry out information and propaganda work on state management of taxation for enterprises with related-party transactions;
c) Inspect the implementation of tax regulations for enterprises with related-party transactions as stipulated in this Decree.
2. The State Bank of Vietnam, within the scope of its duties and powers, is responsible for:
a) Coordinate the provision of information and data on foreign loans and debt repayments of each specific enterprise with related-party transactions based on the list requested by the tax authorities, including data on loan amount, interest rate, interest payment period, principal repayment period, actual capital withdrawal, debt repayment (principal and interest), and other relevant information (if any);
b) Cooperate in providing information when requested by the tax authorities regarding information not yet publicly disclosed as stipulated in the Law on Credit Institutions No. 32/2024/QH15 (amended and supplemented by Law No. 96/2025/QH15).
3. The Ministry of Science and Technology and the Ministry of Agriculture and Environment, within their respective duties and powers, are responsible for:
a) Coordinate the provision of databases related to technology transfer contracts; industrial property rights transfer contracts; transfer of registration rights, transfer of ownership rights for plant varieties; intellectual property registration dossiers after the establishment of industrial property rights, rights to plant varieties; and provide information to tax authorities when consulted to carry out tax management work for enterprises with related-party transactions;
b) Coordinate the provision of databases on businesses licensed to operate in the sectors under management and information on related-party transactions in the digital economy sector, as requested by the tax authorities;
c) The provision, connection, and sharing of information and data in electronic transactions between the Ministry of Science and Technology and tax authorities shall be carried out in accordance with the provisions of Decree No. 194/2025/ND-CP detailing a number of articles of the Law on Electronic Transactions on national databases, data connection and sharing, and open data serving electronic transactions of state agencies.
4. The Ministry of Industry and Trade, within the scope of its duties and powers, is responsible for:
Coordinate the provision of databases on commodity transaction prices on domestic commodity exchanges and information within the functional scope of the Ministry of Industry and Trade's management as requested by the tax authorities.
5. The People's Committees of provinces and centrally-administered cities, within their assigned duties and powers, are responsible for organizing the construction, management, connection, and sharing of databases in their specialized fields to serve tax management for enterprises with related-party transactions as prescribed by law.
6. Ministries and agencies, within their respective duties and powers, are responsible for coordinating with the Ministry of Finance to implement this Decree.
Article 23. Enforcement
1. This Decree takes effect from December 01, 2026 and applies from the corporate income tax period of 2026.
2. Decree No. 132/2020/ND-CP dated November 5, 2020, regulating tax management for enterprises with related-party transactions, and Decree No. 20/2025/ND-CP dated February 10, 2025, of the Government regulating tax management for enterprises with related-party transactions, shall cease to be effective from the date this Decree takes effect.
3. In cases where a business falls under the category eligible for transition as stipulated in Article 3 of Decree No. 20/2025/ND-CP, it shall continue to be transitioned for the remaining period as stipulated in Article 3 of Decree No. 20/2025/ND-CP.
Article 24. Responsible for implementing
1. The Ministry of Finance shall preside over and coordinate with relevant ministries, sectors, and the People's Committees of provinces and centrally-administered cities in implementing this Decree.
2. Ministers, heads of ministerial-level agencies, chairpersons of provincial and centrally-administered city People's Committees, and relevant organizations and individuals are responsible for implementing this Decree.
Appendix I of Decree 255/2026/ND-CP 📥
Appendix II of Decree 255/2026/ND-CP 📥
Appendix III of Decree 255/2026/ND-CP 📥