Circular 95/2026/TT-BTC provides guidance on the implementation of Double Taxation Avoidance Agreements.

CIRCULARS

GUIDELINES FOR IMPLEMENTING AGREEMENTS ON AVOIDING DOUBLE TAXATION AND PREVENTING TAX EVASION WITH REGARDING TAXES ON INCOME AND PROPERTY BETWEEN VIETNAM AND OTHER COUNTRIES AND TERRITORIES EFFECTIVE IN VIETNAM; GUIDELINES FOR IMPLEMENTING PROCEDURES FOR BILATERAL AGREEMENTS; GUIDELINES FOR APPLYING THE ADVANCE AGREEMENT MECHANISM ON THE METHOD OF DETERMINING TAXABLE VALUE IN TAX ADMINISTRATION FOR ENTERPRISES WITH RELATED PARTY TRANSACTIONS

Based on the Law on Tax Administration No. 108/2025/QH15;

Based on the Law on International Treaties No. 108/2016/QH13, as amended and supplemented by Law No. 137/2025/QH15;

Based on Government Decree No. 252/2026/ND-CP detailing certain provisions and measures for organizing and guiding the implementation of the Law on Tax Administration;

Based on Government Decree No. 320/2025/ND-CP detailing certain provisions and measures for organizing and guiding the implementation of the Corporate Income Tax Law;

Based on Government Decree No. 255/2026/ND-CP regulating tax management for related-party transactions of enterprises with related-party relationships;

Based on Government Decree No. 253/2026/ND-CP detailing a number of provisions of the Law on Personal Income Tax;

Based on Government Decree No. 29/2025/ND-CP stipulating the functions, tasks, powers and organizational structure of the Ministry of Finance, as amended and supplemented by Government Decree No. 166/2025/ND-CP;

Implement the Double Taxation Avoidance Agreements and the Anti-Tax Evasion Agreements with respect to taxes on income and property between Vietnam and other countries and territories that are currently in effect;

Implement the Double Taxation Avoidance Agreements and the Anti-Tax Evasion Agreements with respect to taxes on income between Vietnam and other countries and territories that are currently in effect;

Implement the multilateral agreement on measures related to the tax agreement on preventing base erosion and profit shifting;

Implement the Multilateral Agreement on Tax Administration Assistance;

As requested by the Director of the Tax Department;

The Minister of Finance issued a Circular guiding the implementation of Double Taxation Avoidance Agreements and the Prevention of Tax Evasion with respect to taxes on income and assets between Vietnam and other countries and territories that are in effect in Vietnam; guiding the implementation of bilateral agreement procedures; and guiding the application of the advance pricing mechanism in tax management for enterprises with related-party transactions.

Chapter I

GENERAL RULES

Article 1. Scope

This circular provides guidance on the following matters:

1. Implement and process dossiers applying double taxation avoidance agreements, international treaties, and other provisions as stipulated in point a, clause 2, Article 58 of Government Decree No. 252/2026/ND-CP detailing some articles and measures to organize and guide the implementation of the Law on Tax Administration.

2. The implementation of the bilateral agreement procedure as stipulated in the Tax Agreement (hereinafter referred to as MAP) as prescribed in Clause 3, Article 30 of the Law on Tax Administration No. 108/2025/QH15 and Point a, Clause 2, Article 58 of Decree No. 252/2026/ND-CP.

3. The application of the Advance Pricing Agreement (APA) mechanism in tax administration for enterprises with related-party transactions, as stipulated in Clause 3, Article 30; Clause 2, Article 31 of the Law on Tax Administration No. 108/2025/QH15 and Point a, Clause 2, Article 58 of Decree No. 252/2026/ND-CP.

4. Principles for implementing administrative tax support as stipulated in point c, clause 1, Article 47 of Decree No. 252/2026/ND-CP.

Article 2. Subject of application

This circular applies to:

1. The subjects to which the tax agreements, MAPs, and APAs apply are stipulated in Clause 1 of Article 8, Clauses 1 and 2 of Article 54, and Article 66 of this Circular.

2. The tax authority as stipulated in point a, clause 2, Article 2 of Decree No. 252/2026/ND-CP.

3. Other relevant government agencies, organizations, and individuals shall implement the tax agreement and apply the MAP and APA.

Article 3. Explain words

1. Double Taxation Avoidance Agreements (hereinafter referred to as the Tax Agreements) comprise the Double Taxation Avoidance Agreement and the Prevention of Tax Evasion with respect to Taxes on Income and Property; the Double Taxation Avoidance Agreement and the Prevention of Tax Evasion with respect to Taxes on Income and the related instruments constituting, amending or supplementing the Double Taxation Avoidance Agreements.

2. Other international tax treaties include multilateral agreements implementing measures related to tax agreements on preventing base erosion and profit shifting; multilateral agreements on tax administration assistance and related instruments that constitute, amend or supplement other international tax treaties.

3. The subjects include individuals, companies, and any organizations of multiple individuals, companies, or other entities as defined by the Double Taxation Avoidance Agreement to which Vietnam is a member.

4. A company is understood to mean any legal entity or any entity deemed to be a legal entity for tax purposes under the laws of Vietnam and the Contracting Parties.

5. The competent authority in Vietnam is the Minister of Finance or a representative authorized by the Minister of Finance in accordance with Vietnamese law.

6. The signatory party is a country or territory that has signed a tax agreement with Vietnam.

Article 4. Principles of Application

1. Principles for applying the tax agreement

a) When applying, the determination of tax obligations for each case must be based on the specific provisions of each tax agreement and other international tax treaties;

b) In cases where the tax agreement and domestic tax law have different provisions on the same issue, the provisions of the tax agreement shall apply. The tax agreement shall not create new, different, or heavier tax obligations compared to domestic tax law;

c) When applying the Tax Agreement, the interpretation of terms shall be in accordance with the provisions of the Tax Agreement. If a term is not defined in the Tax Agreement, it shall be understood according to the provisions of Vietnamese law applicable to the taxes covered by the Tax Agreement at the time of application. If the term is defined differently in tax law and other laws, the provisions of tax law at the time of application shall apply.

In cases where a term is not defined in the Tax Agreement and is not regulated by Vietnamese law, the competent authorities of Vietnam and the Contracting Party shall exchange views and agree on an interpretation for application.

2. Principles for applying MAP and APA

a) The application of MAP is carried out in accordance with the provisions of the Tax Agreement; ensures the rights of taxpayers; is independent of the complaint resolution procedures under domestic law; is implemented in good faith and cooperation between competent authorities, ensures confidentiality of information and aims to eliminate double taxation in accordance with the Tax Agreement;

b) The analysis, comparison, selection of independent comparable entities, and methods for determining transfer pricing within the scope of APA and MAP related to related-party transactions shall be carried out in accordance with the provisions of Government Decree No. 255/2026/ND-CP on tax management of related-party transactions of enterprises with related-party relationships. The use of databases for the application of APA shall be carried out in accordance with the provisions of the Law on Tax Administration No. 108/2025/QH15.

Article 5. Rights and obligations of taxpayers requesting the application of tax agreements, MAPs, and APAs.

1. Taxpayers have the following rights:

a) To receive support, guidance, and explanations from the tax authorities regarding the application of the tax agreement;

b) To withdraw the application or request a halt to negotiations at any time before the MAP or APA is signed;

c) To hire or utilize independent experts or consulting organizations in accordance with Vietnamese law to assist in the process of exchanging information related to the application for APA; the participation of experts is only for support and advice and does not change the responsibilities of the taxpayer;

d) During the implementation of a unilateral APA, if double taxation or adjustments to taxable income occur that are detrimental to the taxpayer due to a decision by the tax authority of the signatory party, the taxpayer has the right to request amendment or cancellation of the APA in accordance with the provisions of this Circular.

2. Taxpayers have the following obligations:

a) Provide explanations and evidence demonstrating that the conditions for enjoying preferential treatment under the tax agreement are met;

b) Provide complete, timely, truthful, and accurate information and data to the tax authorities during the processing of MAP and APA requests;

c) Be legally responsible under Vietnamese law for the completeness and accuracy of the documents, information, and data provided to the tax authorities;

d) Maintain records and documents related to the process of proposing, reviewing, analyzing, exchanging, negotiating, signing, circulating, and implementing the APA;

d) Coordinate with the tax authorities in the process of handling MAPs and APAs; provide opinions approving or disapproving the content of draft general agreements as requested by the tax authorities.

Article 6. Duties and powers of tax authorities in implementing the provisions of the Tax Agreement, resolving MAPs and APAs.

1. The responsibilities of the tax authority

a) The Tax Department is authorized by the Minister of Finance to perform the following tasks:

a.1) Issue a document notifying the effective date or termination of each tax agreement after notification from the Ministry of Foreign Affairs;

a.2) To be the “Competent Authority” of Vietnam in handling the following matters:

a.2.1) Receiving, studying, processing, and providing guidance on handling MAP and APA requests and issues arising during the implementation of the tax agreement;

a.2.2) Exchange information with competent authorities of the Contracting Party; exploit and use information provided by foreign parties and maintain confidentiality of information in accordance with Vietnamese law, international treaties, and international agreements on taxation to which Vietnam is a member or a Contracting Party, in accordance with the standards of the Global Forum on Transparency and Exchange of Tax Information;

a.2.3) Implement administrative tax support measures as prescribed in Clause 1, Article 47 of Decree No. 252/2026/ND-CP in accordance with the provisions of the Tax Agreement;

b) Develop and operate an electronic information system to support the management of MAP and APA; connect and integrate with the centralized tax management system and the risk data analysis system.

2. The tax authority manages and inspects the implementation of the signed APA by taxpayers in accordance with Clause 9, Article 21 of Decree No. 255/2026/ND-CP.

3. Authority of the tax agency

a) Require taxpayers to explain and clarify the information they provide throughout the process of handling their application for MAP and APA applications;

b) Close the application file for MAP application as prescribed in Article 64 of this Circular; stop processing the application for APA application as prescribed in Article 75 of this Circular;

c) Suspend processing of APA applications in the following cases:

c. 1) The taxpayer fails to provide additional information or explanations as requested by the tax authorities;

c.2) The taxpayer provides inaccurate, incomplete, or untruthful information or data without appropriate evidence or documentation to explain or substantiate it.

d) The tax authorities apply compliance management measures to taxpayers in accordance with the law on tax administration to ensure the full and correct implementation of the signed MAP and APA agreements.

Article 7. Methods for submitting MAP and APA applications

1. The submission of MAP and APA applications, explanations, supplementary information and documents, and notification of the processing results of MAP and APA applications shall be carried out electronically as prescribed in Article 50 of Decree No. 252/2026/ND-CP.

2. In cases where the documents are large, have specialized technical formats, or do not meet the technical requirements of the electronic system, taxpayers may submit them in paper form.

Chapter II

TAX AGREEMENT

Section 1. SUBJECT AND SCOPE OF APPLICATION OF THE TAX AGREEMENT

Article 8. Scope of Application of the Tax Agreement

1. The tax agreement applies to persons who are residents of Vietnam or of a Contracting Party, or who are simultaneously residents of both Vietnam and a Contracting Party.

2. The subjects of residence of a Contracting Party referred to in paragraph 1 of this Article include:

a) subject to taxation in the Contracting Party in accordance with the laws of that Contracting Party and meeting one of the following two conditions:

a.1) is an individual who owns a home or has a domicile in that Contracting Party, or has similar characteristics in the case where the subject is an individual;

a.2) is a company and any organization of multiple individuals, companies or other entities having its place of management, registered office or being incorporated in that Contracting Party or such a designation in the case where the subject is an organization;

b) The State, local authority or local government of a Contracting Party, where the Tax Agreement so provides;

c) Subject to the specific tax agreement, the resident status of a Contracting Party shall not include persons subject to tax solely on income derived from sources or assets within that Contracting Party.

3. The subjects of residence in Vietnam as defined by Vietnamese law include:

a) Individuals residing in Vietnam as defined in Article 4 of Government Decree No. 253/2026/ND-CP detailing certain provisions of the Law on Personal Income Tax;

b) Companies and any organizations of multiple individuals, companies, or other entities registered to operate under Vietnamese law;

c) The State or local authorities of Vietnam, in cases where the tax agreement so provides;

d) Depending on the specific tax agreement, the definition of a resident of Vietnam does not include those subject to tax only on income from sources or assets located in Vietnam.

Vietnamese residents as defined in this clause are determined to be residents under the provisions of the tax agreement if they meet the conditions specified in points a.1 and a.2 of clause 2 of this Article.

4. Where an individual is determined to be a resident of Vietnam in accordance with the provisions of paragraph 3 of this Article and is also determined to be a resident of the Contracting Party in accordance with the laws of the Contracting Party, the residency status of that individual shall be determined on the basis of the following criteria:

a) For individuals:

The determination of whether an individual is a resident of Vietnam is based on the following criteria in sequence:

a.1) That individual has a permanent residence (owned, rented, or used by that individual) in Vietnam;

a. 2) That individual has a permanent residence in both Vietnam and the Contracting Party, but that individual has closer economic ties in Vietnam, such as employment, a place of business, a place of personal property management, or other economic ties; or has closer personal ties in Vietnam, such as family ties or social ties;

a.3) The individual has a permanent residence in both Vietnam and the Contracting Party and it is not possible to determine where the individual has a closer economic or personal relationship, or the individual does not have a permanent residence in both Vietnam and the Contracting Party, but the individual is more frequently present in Vietnam during the tax year;

a.4) The individual is regularly or irregularly present in both Vietnam and the Contracting Party, but the individual holds Vietnamese nationality;

a.5) If the individual holds both Vietnamese nationality and the nationality of a Contracting Party, or does not hold Vietnamese nationality and the nationality of a Contracting Party, the competent authorities of Vietnam shall resolve the individual's residence status through bilateral agreement procedures with the competent authorities of the Contracting Party.

In cases where, according to Vietnamese law and the law of the Contracting Party, an individual is simultaneously determined to be a resident of both Vietnam and the Contracting Party in a tax year, but the tax year regulations of the two countries differ, the individual shall be considered a resident of Vietnam if, during the tax year, they primarily work and regularly reside in Vietnam. For the period at the beginning of the Vietnamese tax year that falls before the Contracting Party's tax year due to the difference in tax year between the two countries, the individual shall be considered a resident of the Contracting Party for the purpose of tax settlement in both Vietnam and the Contracting Party.

b) For entities other than individuals:

Based on the provisions of each tax agreement, a non-individual entity is considered a resident of Vietnam if it falls under one of the following cases:

b.1) The entity is established or registered to operate in Vietnam;

b.2) That entity has its head office in Vietnam;

b.3) The entity has its actual operating headquarters in Vietnam (the actual operating headquarters is where senior management or the company's leadership team holds meetings, reviews, discusses, and makes management decisions or decisions regarding the company's production and business activities, or where the most important accounting records are kept);

b.4) If the entity is incorporated or registered in both countries, or has its principal place of business or actual operating place in both countries, the competent authorities of Vietnam and the competent authorities of the Contracting Party shall determine that the entity is a resident of only one of the two countries through a bilateral agreement procedure. If Vietnam and the Contracting Party fail to reach a mutual agreement, the entity shall not be considered a tax resident of either country for the purposes of applying the Tax Agreement.

The regulations regarding resident status as described above are set out in the Residents Clause of the Tax Agreement.

Article 9. Types of taxes covered by the Tax Agreement

The types of taxes covered by tax agreements are those taxes levied on income and property as specifically stipulated in each tax agreement.

1. In the case of Vietnam, the types of taxes covered by the Tax Agreement are:

a) Corporate income tax;

b) Personal income tax.

2. In the case of the Contracting Parties, the types of taxes to which this Tax Agreement applies are specifically defined in Article 2 of this Tax Agreement.

Section 2. Refusal to Apply the Tax Agreement

Article 10. Certain cases of refusal to apply the Tax Agreement on the basis of the principle of benefiting from the Tax Agreement.

Unless otherwise stipulated in the Tax Agreement regarding limitations on the benefits of the Tax Agreement, the Vietnamese tax authorities will refuse a request to apply the Tax Agreement in the following cases:

1. The applicant requests the application of the tax agreement for taxes incurred more than three years prior to the date of the request. The date of the request for application of the tax agreement is the date the applicant submits all required documents as stipulated in Circular No. 89/2026/TT-BTC of the Minister of Finance detailing certain provisions of the Law on Tax Administration and Decree No. 252/2026/ND-CP.

2. When the primary purpose of contracts or agreements is to obtain tax exemptions or reductions under a tax agreement.

3. The applicant for the application of the tax agreement is not the beneficial owner of the income on which the tax related to that income is proposed to be exempted or reduced under the tax agreement. The beneficial owner may be an individual, a company, or an organization, but must be the entity with ownership and control over the income, assets, or income-generating rights. When considering whether an entity is a beneficial owner, the tax authorities will consider all factors and circumstances related to that entity on the basis of the principle of "substance over form," because the objective of the tax agreement is to avoid double taxation, prevent tax evasion, and not create opportunities for non-taxation in both Contracting Parties. An applicant for the application of the tax agreement shall not be considered a beneficial owner if it falls under any of the following cases:

a) When the applicant, being a non-resident, distributes more than 50% of their income to a resident of a third country within 12 months of receiving the income;

b) When the applicant is a non-resident who has (or virtually no) any business activity other than ownership of property or income-generating rights;

c) When the applicant is a non-resident engaged in business activities, but the amount of assets, scale of business, or number of employees is disproportionate to the income received;

d) When the applicant is a non-resident who has no (or virtually no) control or disposition over and bears little or no risk to income, property, or income-generating rights;

d) When loan agreements or agreements for the provision of licenses or technical services between a non-resident applicant and entities in Vietnam include terms and conditions from another agreement the applicant has with a third party, but in that other agreement the applicant is the recipient of the loan, license, or technical services;

e) When the applicant is a resident of a country or territory that does not levy income tax or levy income tax at a low rate (below 10%) not for reasons of encouraging investment as stipulated in the tax agreement;

g) When the applicant is an agent or an intermediary company (except when an agent or intermediary company proposes the application of the tax agreement on behalf of a beneficial owner).

An intermediary or a third-party company is a company incorporated in a Contracting Party solely to have a necessary legal form existing solely for the purpose of avoiding or reducing taxes or transferring profits without engaging in essential business activities such as manufacturing, trading, or providing services.

Section 3. INCOME FROM REAL ESTATE

Article 11. Definition of real estate

1. As stipulated in the Tax Agreement, the term real estate is defined according to the law of Vietnam or the Contracting Party where the real estate is located. In all cases, this term shall include ancillary assets attached to the real estate, livestock and equipment used in agriculture and forestry, rights applicable under land law, rights to use the real estate, rights to receive payments for the exploitation or exploitation of natural resources. Ships, boats, and aircraft are not considered real estate.

2. According to Clause 1 of this Article, real estate in Vietnam includes:

a) Types of assets as defined in the Civil Code, Land Law, Real Estate Business Law, and relevant legal regulations, including the value of land use rights, lease rights in land lease contracts, and future real estate developments;

b) Ancillary assets attached to the aforementioned real estate;

c) Livestock and equipment used in agriculture and forestry;

d) Rights applicable under the provisions of land law in Vietnam;

d) The right to receive payments for the exploitation or right to exploit natural resources.

Article 12. Determining tax obligations on income from real estate

According to the provisions of the Tax Agreement, all income derived by a resident of a Contracting Party from the direct use, exploitation, or leasing of real estate in Vietnam, including real estate owned by enterprises or individuals engaged in independent professions, shall be subject to income tax in Vietnam in accordance with current Vietnamese tax laws.

The tax regulations on income from real estate as described above are set out in the Real Estate Income Clause of the Tax Agreement.

Section 4. INCOME FROM BUSINESS OPERATIONS

Article 13. Definition of income from business activities

According to the provisions of the Tax Agreement, income from business activities is the income of enterprises of the Contracting Party (hereinafter referred to as foreign enterprises) engaged in production and business activities in Vietnam, excluding the income mentioned in Section 3 and Sections 5 to 19 of Chapter II of this Circular.

Article 14. Determining tax obligations on income from business activities

1. Tax obligations of foreign enterprises conducting production and business activities through a permanent establishment in Vietnam.

According to the tax agreement, income from business activities of a foreign enterprise is only taxed in Vietnam if that enterprise has a permanent establishment in Vietnam and the income is directly or indirectly related to that permanent establishment. In this case, the enterprise is only taxed in Vietnam on the portion of income attributable to that permanent establishment.

2. Definition of a permanent establishment

a) As defined in the Tax Agreement, a “permanent establishment” is a fixed business location of an enterprise through which the enterprise conducts all or part of its business activities.

An enterprise of a Contracting Party shall be deemed to have a permanent establishment in Vietnam if it simultaneously satisfies the following three conditions:

a.1) Maintaining in Vietnam a “premise” such as a building, an office or part of such a building or office, a facility or equipment, including the location, premises, facility or equipment owned, leased or used by the enterprise, even if not owned by the enterprise but the enterprise has the right to use it in practice to conduct business;

a.2) This establishment is of a fixed nature, meaning it is established at a specific location and/or maintained permanently. The fixed nature of a business establishment does not necessarily depend on it being attached to a specific geographical location for a certain period of time;

a.3) The enterprise conducts all or part of its business activities through this facility.

An e-commerce platform, or digital platform through which a foreign enterprise conducts all or part of its activities in providing goods and services in Vietnam, is considered a permanent establishment of a foreign enterprise in Vietnam because it satisfies the three conditions for a permanent establishment as specified in point a, clause 2 of this Article.

b) An enterprise of a Contracting Party shall be deemed to be conducting business through a permanent establishment in Vietnam in the following principal circumstances:

b.1) The enterprise has in Vietnam: a head office, branches (such as branches of law firms, branches of foreign offices, branches of tobacco companies, branches of banks), offices (including commercial representative offices if there is negotiation or signing of commercial contracts), factories, production workshops, mines, oil or gas wells, warehouses, locations for exploration or exploitation of natural resources, or has equipment and facilities for the exploration and exploitation of natural resources in Vietnam;

b.2) That enterprise has in Vietnam a construction site, a construction, installation or assembly project, or conducts supervisory activities related to the aforementioned construction sites, construction, installation or assembly projects, provided that such sites, projects or supervisory activities last longer than a period specified in each specific tax agreement;

The scope of construction or installation includes the construction of houses, roads, bridges, pipelines, excavation, and dredging of rivers. The time period is calculated from the date the contractor begins preparatory work for the construction project in Vietnam, such as establishing a construction office and developing a construction plan, until the project is completed and handed over entirely in Vietnam, including any interruptions to the project due to any reason.

Subcontractors of the Contracting Party engaged in the aforementioned construction, installation or assembly works shall also be deemed to be conducting business in Vietnam through a permanent establishment if they simultaneously satisfy the conditions in paragraph 2, point a of this Article.

The project execution time used to determine the permanent establishment of the main contractor includes the total time for the subcontractors' contract portions and the main contractor's own execution time.

b.3) That enterprise provides services, including consulting services, in Vietnam through its employees or another entity, provided that the aforementioned service activities are part of a project or related projects, lasting in Vietnam for a period or periods totaling more than 183 days in any 12-month period;

If the provision of services does not exceed 183 days within a 12-month period but still satisfies the three conditions for permanent establishment as specified in point a, clause 2 of this Article, then the provision of services shall be considered as having a permanent establishment in Vietnam.

b.4) That enterprise has in Vietnam a brokerage agent, commission agent, or any other agent, if such agents dedicate all or most of their operations to that enterprise (dependent agent).

b.5) ​​That enterprise authorizes an entity in Vietnam:

b.5.1) The regular authority to negotiate and sign contracts in the name of that enterprise; or to sign contracts in the name of that entity but binding the obligations or responsibilities of that enterprise; or

b.5.2) Lacking the authority to negotiate or sign contracts, but having the right to regularly represent that enterprise in delivering goods in Vietnam.

c) A foreign enterprise will be considered to not have a permanent establishment in Vietnam in the following cases:

c.1) The business uses the facilities solely for the purpose of storing and displaying the business's goods;

c.2) That enterprise has a warehouse in Vietnam solely for the purpose of storage, display, or for processing by another enterprise;

c.3) That enterprise has a fixed business establishment in Vietnam solely for the purpose of purchasing goods or collecting information for the enterprise;

c.4) That enterprise has a fixed business establishment in Vietnam solely for the purpose of conducting preparatory or auxiliary activities for the enterprise.

d) Where a company that is a resident of a Contracting Party controls or is controlled by a company that is a resident of Vietnam, or is conducting business in Vietnam (whether through a permanent establishment or otherwise), neither company shall become a permanent establishment of the other.

However, if the company is a resident of the Contracting Party contributing capital to establish a joint venture or a wholly foreign-owned enterprise in Vietnam (including export processing enterprises), then that company shall be considered to have a permanent establishment in Vietnam if:

d.1) Joint ventures or wholly foreign-owned enterprises regularly negotiate and sign contracts in their own name; or sign contracts in the name of the joint venture or wholly foreign-owned enterprise but which bind the obligations or responsibilities of the foreign company; or

d.2) Joint ventures or wholly foreign-owned enterprises that regularly represent foreign companies in delivering goods in Vietnam; or

d.3) That foreign company has the right to dispose of the physical and technical facilities of the joint venture or wholly foreign-owned enterprise in the course of its production and business activities (i.e., the foreign company's use of the physical and technical facilities of the joint venture or wholly foreign-owned enterprise in Vietnam (if any) in the course of its production and business activities in Vietnam is not based on the principle of market price).

3. Determining the taxable income of a permanent establishment

a) The determination of taxable income of a permanent establishment of a foreign enterprise (excluding branches of foreign banks in Vietnam) is carried out according to the guiding documents on the implementation of the corporate income tax law for foreign organizations and individuals doing business without establishing a legal entity in Vietnam or having income in Vietnam;

b) When determining expenses allocated by the head office or offices of a foreign enterprise to a permanent establishment in Vietnam, the permanent establishment shall be considered as an independent enterprise conducting the same or similar activities under the same or similar conditions and entirely independent of the head office or offices of the foreign enterprise. In all cases, the following allocations by the head office or offices of a foreign enterprise to a permanent establishment in Vietnam shall not be accepted as deductible expenses:

b.1) Royalties or similar payments for the use of inventions or similar rights;

b.2) Commissions for services or management work;

b.3) Interest on loans in all forms.

c) The determination of taxable income of foreign bank branches in Vietnam shall be carried out in accordance with the guidelines on determining taxable income of legal entities in Vietnam. In all cases, the following allocations from the head office or offices of a foreign bank to its branch in Vietnam shall not be accepted as deductible expenses:

c.1) Royalties or similar payments for the use of inventions or similar rights;

c.2) Commissions for services or management work.

The tax provisions for business income as described above are set out in the Business Income Clause of the Tax Agreement.

Section 5. INCOME FROM INTERNATIONAL TRANSPORT ACTIVITIES

Article 15. Definition of international transport

According to the provisions of the Tax Agreement, international transport is the activity of transporting goods and passengers by ship or aircraft, and in some Tax Agreements may also include road, rail or inland waterway transport (hereinafter collectively referred to as transport vehicles), carried out by enterprises of Vietnam or the Contracting Party, except where such transport takes place only between locations within the same territory of Vietnam or the Contracting Party.

Article 16. Determining the subjects liable for income from international transport.

Depending on the specific tax agreement, Vietnamese or Contracting Party enterprises engaged in international transport activities are determined according to the following criteria:

1. An enterprise operated by a resident of Vietnam or of a Contracting Party; or

2. The enterprise has its physical place of operation in Vietnam or in the Contracting Party;

Provided that the enterprise owns or has the right to use at least one vehicle and uses it for transporting passengers and/or goods on international routes (referred to as a vehicle directly operated by the enterprise).

Article 17. Determining income from international transport

Depending on the provisions of each tax agreement, income from international transport activities of the entities specified in Article 16 of this Circular will be exempt from or subject to reduced tax in Vietnam or in the Contracting Party.

The scope of tax exemptions and reductions applicable in Vietnam to enterprises of the Contracting Party includes:

1. Income from international transportation activities using vehicles directly operated by the enterprise and from ancillary activities related to these international transportation activities, specifically:

a) Revenue from international transportation activities using vehicles directly operated by the enterprise and issuing transportation documents (issuing tickets, bills of lading, or manifests for the transportation of passengers and goods);

b) Revenue from leasing a portion of a transport vehicle (also known as renting space) or leasing the entire transport vehicle on a per-trip basis, directly operated by the business;

c) Revenue from the transportation of goods or passengers when participating in a consortium to operate international transport routes, provided that the enterprise participates in the consortium by contributing transport vehicles directly operated by the enterprise itself or by contributing costs for the operation of transport vehicles directly operated by the consortium, and the parties use separate transport documents. In this case, revenue is determined based on the transport documents issued by the enterprise that is a party to the consortium, but does not exceed the vacancy limit of the transport vehicles that the enterprise is permitted to operate according to the consortium agreement;

d) Revenue from passenger or cargo transportation activities where the enterprise issues international transport documents for goods transported on vehicles operated by another enterprise, under one of the following two conditions:

d.1) That transport segment is part of an international transport journey by sea or air directly operated by the enterprise and is recorded in the transport document issued by the enterprise itself;

d.2) This transportation is carried out on the basis of an agreement to exchange a portion of the means of transport (referred to as a swap) operated directly by the enterprise itself, in exchange for the enterprise being allowed to use a corresponding portion of the means of transport operated by another enterprise. In this case, revenue is determined based on the transport documents issued by the enterprise itself, but does not exceed the free-of-charge berth limit that the enterprise is entitled to utilize on the partner's vehicles under the swap agreement.

d) Income from short-term leasing (storage) of containers as an ancillary activity accompanying the operation of transport vehicles directly operated by the enterprise as stipulated in the tax agreement.

The ancillary nature of the short-term container leasing (storage) activity is defined as follows: the container is attached to the transport vehicle entering a Vietnamese port; the container is carrying imported goods; and the cost of using the container is included in the freight charge; short-term container leasing income arises from the consignee storing the container beyond the free storage period.

e) Revenue from the leasing of empty ships or aircraft (collectively referred to as bareboat charters) that is ancillary to the international transport operations of the transport vehicles directly operated by the enterprise, if specifically stipulated in the tax agreement and simultaneously satisfying all three of the following conditions:

e.1) Means of transport currently used by the enterprise in international transport;

e.2) The total lease period is shorter than the period during which the vehicle is used for the enterprise's own international transport operations within a 12-month period beginning or ending in a calendar year;

e.3) The lessee is not allowed to change the name and brand of the transport vehicle.

Bareboat chartering is a form of chartering in which the shipowner provides the charterer with a specific vessel, excluding the crew or air crew.

Revenues referred to in points d and e of this Clause shall not be considered as revenue from ancillary activities associated with international transport activities for the purpose of applying the Tax Agreement if the enterprise does not generate the revenues referred to in points a, b, c, or d of this Clause.

2. In cases where two or more enterprises form a joint venture or partnership without legal personality to conduct international transport activities using vehicles directly operated by the joint venture or partnership, and transport documents are issued under the name of the joint venture or partnership, the scope of tax exemption or reduction under the tax agreement shall be determined separately for each party to the joint venture or partnership in accordance with the tax agreement signed between Vietnam and the country where the joint venture or partnership is a resident or has its actual operating headquarters. The basis for determining tax-exempt or reduced revenue shall be applied similarly to the provisions of Clause 1 of this Article and shall be allocated proportionally to the revenue shared with each party to the joint venture or partnership as stipulated in the joint venture or partnership contract or agreement.

When declaring tax obligations, the aforementioned businesses must separately account for the income mentioned above in order to be considered for exemption or reduction of corporate income tax in accordance with regulations on income from international transportation activities. In all cases, the revenue considered for tax exemption or reduction must not exceed the taxable revenue of international transportation activities as stipulated in relevant regulations.

The tax regulations on income from international transport as described above are set out in the International Transport Clause of the Tax Agreement.

Section 6. INCOME FROM DIVIDENDS

Article 18. Definition of dividend

According to the provisions of the Tax Agreement, dividends are amounts deducted from the after-tax income of limited liability companies and joint-stock companies paid to members or shareholders of the limited liability company; amounts deducted from the after-tax income of joint ventures and wholly foreign-owned enterprises paid to foreign parties; income from (indirect) investment activities abroad (excluding interest income from loans as stipulated in Section 7, Chapter II of this Circular) of Vietnamese residents; and income distributed from direct overseas investment activities of Vietnamese enterprises, which are treated by the signatory party as dividends.

Article 19. Determining tax obligations on income from dividends.

1. In accordance with the Tax Agreement, Vietnam has the right to collect tax on dividends arising in Vietnam. If the beneficiary of the dividends is a resident of a Contracting Party, the tax rate applied in Vietnam shall not exceed the tax rate limit stipulated in the Tax Agreement.

2. Where a resident of Vietnam receives dividends from a company that is a resident of a Contracting Party, the Contracting Party has the right to tax such income in accordance with the guidance in paragraph 1 of this Article. Vietnam also has the right to collect taxes on such income in accordance with its current tax laws, and to take measures to avoid double taxation on such income as provided for in Section 20 of this Chapter.

3. In the event that a resident of a Contracting Party receives dividends for which current Vietnamese tax law does not provide for income tax or is taxed at a rate lower than that prescribed in the Tax Agreement, that resident shall fulfill their tax obligations in accordance with the provisions of current Vietnamese tax law.

Article 20. Determining the beneficiaries of income from dividends.

1. As stipulated in the Tax Agreement, the tax provisions on dividends only apply to residents who are both the recipients and beneficiaries of the shares – that is, the shareholders.

2. Except for certain cases not eligible for the tax agreement as stipulated in Article 10 of this Circular, the reduced tax rates on income from dividends as stipulated in the tax agreement will not apply to:

a) The recipient of dividend payments is not a shareholder or a resident of Vietnam or the Contracting Party;

b) Dividends paid by a company that is a resident of Vietnam to a permanent establishment in Vietnam of a resident of a Contracting Party;

c) Dividends paid by a company that is a resident of Vietnam to a permanent establishment of another Vietnamese company in the Contracting Party.

3. The tax provisions regarding income from dividends as described above are set out in the Dividends Clause of the Tax Agreement.

Section 7. INCOME FROM INTEREST ON LOANS

Article 21. Definition of interest from loans

According to the Tax Agreement, “interest from loans” is income from loans of any kind, with or without collateral and with or without the borrower’s right to a share of the profits, including income from government securities and income from bonds or corporate bonds, including bonuses and prizes associated with such securities, bonds or ordinary bonds.

Article 22. Determining tax obligations on income from interest on loans

1. In accordance with the Tax Agreement, Vietnam has the right to collect tax on interest from loans arising in Vietnam. If the beneficiary of the interest is a resident of a Contracting Party, the tax rate applied in Vietnam shall not exceed the tax rate limit stipulated in the Tax Agreement.

Interest arising from loans in Vietnam refers to interest on loans borne and payable by any resident of Vietnam, including interest borne and payable by the Government of Vietnam and Vietnamese local authorities or permanent or fixed establishments of a foreign resident located in Vietnam.

2. Where a resident of Vietnam receives interest from loans arising in a Contracting Party, the Contracting Party has the right to tax such income in accordance with the guidance in paragraph 1 of this Article. Vietnam also has the right to collect tax on such income in accordance with current Vietnamese tax laws, and to implement measures to avoid double taxation on such income as provided for in Section 20 of this Chapter.

3. If current Vietnamese tax law does not provide for the collection of income tax on this type of income, or if it is taxed at a lower rate than stipulated in the tax agreement, then the entity shall fulfill its tax obligations according to the provisions of current Vietnamese tax law.

Article 23. Determining the beneficiaries of interest income from loans.

1. According to the tax agreement, the tax provisions on interest on loans only apply to those who directly lend money, directly receive interest from loans, and are also the actual beneficiaries of that interest – that is, the lender.

2. Except for certain cases not benefiting from the Tax Agreement as stipulated in Article 10 of this Circular, the reduced tax rates or tax exemptions on interest income from loans stipulated in the Tax Agreement will not apply to:

a) An entity that receives interest payments on loans but is not the lender;

b) Interest arising from loans made in Vietnam to a permanent establishment located in Vietnam of a resident of a Contracting Party;

c) Interest arising from loans made in Vietnam to a permanent establishment of another Vietnamese company located in a Contracting Party;

d) Interest arising from loans made in Vietnam to a permanent establishment of a third-country enterprise located in a Contracting Party;

d) Loan funds shall not be transferred directly from the account of a lender who is a resident of a Contracting Party.

3. The tax provisions for interest income from loans as described above are set out in the Interest on Loans Clause of the Tax Agreement.

Section 8. INCOME FROM ROYALTIES

Article 24. Definition of royalties

According to the tax agreement, royalties are payments made for the use or right to use:

1. Copyright of literary, artistic or scientific works, including motion pictures and tapes or discs used in radio or television broadcasting.

2. Inventions.

3. Trademark.

4. Confidential designs, patterns, blueprints, formulas, or processes.

5. Computer software.

6. Industrial, commercial, and scientific equipment.

7. Information relating to industrial, scientific, and commercial experience.

Article 25. Determining tax obligations for income from royalties.

1. In accordance with the Tax Agreement, Vietnam has the right to collect taxes on royalties arising in Vietnam. If the beneficiary of the royalties is a resident of a Contracting Party, the tax rate applied in Vietnam shall not exceed the tax rate limit stipulated in the Tax Agreement.

Royalties arising in Vietnam are royalties borne and payable by any resident of Vietnam, including royalties borne and payable by the Government and local authorities of Vietnam or permanent or fixed establishments of a foreign resident located in Vietnam.

2. Where a resident of Vietnam receives royalties arising in a Contracting Party, the Contracting Party has the right to tax such income in accordance with the guidance in paragraph 1 of this Article. Vietnam also has the right to collect taxes on such income in accordance with current Vietnamese tax laws, and to implement measures to avoid double taxation on such income as provided for in Section 20 of this Chapter.

3. If current Vietnamese tax law does not provide for the collection of income tax on this type of income, or if it is taxed at a lower rate than stipulated in the tax agreement, then the entity shall fulfill its tax obligations according to the provisions of current Vietnamese tax law.

Article 26. Determining the beneficiaries of royalties.

1. According to the tax agreement, the tax provisions on royalties only apply to those who directly receive and are the actual beneficiaries of royalty income, meaning those who have the right to own, use, and exploit the copyright.

2. The tax regulations on income from royalties do not apply in any of the following cases:

a) The recipient of the royalty payment is not the owner, user, or exploiter of the copyright;

b) Royalties arising in Vietnam directly related to a permanent establishment located in Vietnam of the beneficiary who is a resident of the Contracting Party;

c) Royalties arising in Vietnam paid to a permanent establishment of another Vietnamese company located in the Contracting Party.

3. The tax regulations on income from royalties as described above are set out in the Royalties Clause of the Tax Agreement.

Section 9. INCOME FROM PROVIDING TECHNICAL SERVICES

Article 27. Definition of technical service fees

According to the Tax Agreement, technical service fees are payments in any form made to any entity other than an employee of the payer, for any services of a technical, managerial, or advisory nature.

Article 28. Determining tax obligations for income from technical services

1. In accordance with the Tax Agreement, Vietnam has the right to collect taxes on technical service fees arising in Vietnam. If the beneficiary of the technical service fee is a resident of a Contracting Party, the tax rate applied in Vietnam shall not exceed the tax rate limit stipulated in the Tax Agreement.

Technical service fees incurred in Vietnam are payments of any kind borne and payable by a resident of Vietnam, including technical service fees borne and payable by the Government and local authorities of Vietnam or permanent or fixed establishments that a foreign resident has in Vietnam.

2. In the event that a resident of Vietnam receives technical service fees arising in a Party Contracting for Taxation with Vietnam, that Party Contracting for Taxation with Vietnam has the right to levy income tax in accordance with the provisions of Clause 1 of this Article; Vietnam has the right to collect tax in accordance with current tax laws in Vietnam; and must simultaneously implement measures to avoid double taxation as stipulated in Section 20 of this Circular with respect to this income.

The tax regulations for income in the form of technical service fees as described above are set out in the Technical Service Fees Clause of the Tax Agreement.

Section 10. INCOME FROM THE TRANSFER OF ASSETS

Article 29. Definition of income from the transfer of property

Income from the transfer of assets is income in any form from the sale, transfer (wholly or in part), or exchange of assets and rights to those assets; including the transfer of assets to a business in exchange for rights in that business.

Article 30. Determining tax obligations on income from the transfer of assets

1. Tax obligations on income from real estate transfers in Vietnam

In accordance with the Tax Agreement, Vietnam has the right to collect income tax in accordance with current Vietnamese tax laws on income from the transfer of real estate in Vietnam by a resident of a Contracting Party.

2. Tax obligations on income from the transfer of capital assets of a permanent establishment in Vietnam.

In accordance with the provisions of the Tax Agreement, Vietnam has the right to collect income tax in accordance with current Vietnamese tax laws on income from the transfer of business assets of a permanent establishment or the transfer of a permanent establishment in Vietnam of a resident of a Contracting Party.

3. Tax obligations regarding income from the transfer of ships, boats, and aircraft operating in international transport.

According to the provisions of the Tax Agreement, income from the transfer of ships, boats, and aircraft operating in international transport (as stipulated in Article 16 of this Circular) operated by international transport enterprises of the Contracting Party is not subject to tax in Vietnam.

4. Tax obligations on income from capital transfers (direct or indirect) by foreign investors in foreign-invested enterprises, trusts, or partnerships where real estate constitutes a significant proportion of the enterprise's total assets.

Most tax agreements between Vietnam and other countries stipulate that Vietnam has the right to collect income tax when a foreign party transfers capital in enterprises, trusts, or partnerships that are residents of Vietnam, and the value of real estate constitutes the majority of the enterprise's total assets.

The ratio of real estate value to the total assets of an enterprise is the simple average of the ratios of remaining real estate value to the total remaining assets of the enterprise that are directly or indirectly transferred at the time of the asset transfer, the beginning and the end of the tax year immediately preceding the year of transfer. The determination of real estate value is based on the audited financial statements of the enterprise at the beginning and the end of the tax year immediately preceding the year of transfer, and the financial statements prepared by the enterprise at the time of transfer.

In that case, the primary proportion of real estate value in the total assets of the business is determined as follows:

a) In cases where the tax agreement specifies a rate or a principal rate, the rate stipulated in the tax agreement shall be followed;

b) In cases where the tax agreement does not specify the percentage or method for determining the principal percentage, the principality shall be determined to be over 50%.

This provision does not apply to tax agreements that do not address the primary rate criterion but only provide general provisions regarding the taxing rights of the country where the real estate is located.

5. Tax obligations on income from the transfer (directly or indirectly) of shares in a company in Vietnam.

Some tax agreements stipulate that income from the transfer of shares by a resident of a Contracting Party in a company that is a resident of Vietnam is subject to tax in Vietnam.

6. Tax obligations on income from the transfer of other assets in Vietnam.

In accordance with the provisions of the Tax Agreement, income from the transfer of assets other than those specified in paragraphs 1 to 5 of this Article in Vietnam by a resident of a Contracting Party is not subject to income tax in Vietnam.

The tax regulations on income from the transfer of assets as described above are set out in the Income from the Transfer of Assets Clause of the Tax Agreement.

Section 11. INCOME FROM INDEPENDENT PERSONAL SERVICE ACTIVITIES

Article 31. Definition of income from independent personal service activities

According to the provisions of the Tax Agreement, income from independent personal services is income derived by an individual who is a resident of a Contracting Party from independent activities to provide professional services such as scientific, literary, artistic, educational or teaching services, specifically the independent professional activities of doctors, lawyers, engineers, architects, dentists, accountants and auditors.

Income from independent personal service activities excludes employment (as defined in the Income from Dependent Personal Activities Clause), director's fees (as defined in the Director's Fees Clause), pensions (as defined in the Pensions Clause), public service (as defined in the Income from Government Service Clause), student income (as defined in the Student Income Clause), teacher and professor income (as defined in the Income Clause for Professors, Teachers and Researchers), and independent performance by artists and athletes (as defined in the Income Clause for Artists and Athletes).

Article 32. Determining tax obligations for income from independent personal service activities.

According to the provisions of the Tax Agreement, a resident of a Contracting Party providing independent personal services in Vietnam shall be liable to pay personal income tax in Vietnam in the following cases:

1. That individual practices independently through a fixed establishment.

The term "fixed establishment" refers to a location or address of a permanent or stable nature within the national territory where an individual provides professional services (such as a medical consultation room, an architect's office, or a lawyer's office, etc.). The principle for determining a "fixed establishment" is similar to the principle for determining a "permanent establishment" of a business as stated in Clause 2, Article 14 of this Circular.

2. The individual is present in Vietnam for 183 days or more in the tax year or within 12 months of their arrival in Vietnam, depending on the specific tax agreement.

3. That individual obtains a certain total income from performing independent professional services in Vietnam within a specified period, depending on the specific tax agreement.

The tax provisions for income from independent personal service activities as described above are set out in the Independent Personal Service Activities Clause of the Tax Agreement.

Section 12. INCOME FROM PERSONAL DEPENDENT SERVICE ACTIVITIES

Article 33. Definition of income from dependent personal services

According to the provisions of the Tax Agreement, income from dependent personal services is income in the form of wages earned by an individual who is a resident of a Contracting Party from employment in Vietnam and vice versa. Income from dependent personal services does not include income of individuals as independent practitioners (as defined in the Independent Personal Services Clause), members of the board of directors of enterprises (as defined in the Director's Remuneration Clause), artists, athletes (as defined in the Artists and Athletes' Income Clause), employees serving foreign governments (as defined in the Income from Government Services Clause), and wages in the form of pensions (as defined in the Pensions Clause).

Article 34. Determining tax obligations for income from dependent personal services.

1. In accordance with the Tax Agreement, an individual who is a resident of a Contracting Party and earns income from employment in Vietnam shall be liable to pay income tax on that income earned in Vietnam in accordance with the current regulations on personal income tax of Vietnam.

2. If the individual mentioned in Clause 1 simultaneously satisfies all three of the following conditions, the wages earned from work performed in Vietnam will be exempt from income tax in Vietnam:

a) That individual was present in Vietnam for less than 183 days during the 12-month period beginning or ending in the tax year;

b) The employer is not a resident of Vietnam, regardless of whether the wages are paid directly by the employer or through an entity representing the employer;

c) That wage is not borne and paid by a permanent establishment that the employer has in Vietnam.

3. The concept of "employer" as stated in point b, clause 2 of this Article refers to the actual employer. Generally, an entity is considered a true employer if it possesses the following rights and obligations:

a) That entity has rights to the products and services created by the worker and bears responsibility and risks associated with that labor;

b) That entity provides instructions and supplies the means of work to the workers;

c) That entity has the right to control and is responsible for the workplace.

4. In cases where a Vietnamese citizen who is a resident of a Contracting Party does not have income from employment in Vietnam but only has income from employment abroad, they shall not be required to pay income tax in Vietnam on that income.

5. Individuals working on ships, boats, and aircraft (crew, flight crew) in the international transport operations of enterprises that are residents or have their actual operating headquarters in Vietnam will be required to pay income tax in Vietnam according to Vietnamese law.

The tax provisions for income from dependent personal services as described above are set out in the Dependent Personal Services Clause of the Tax Agreement.

Section 13. INCOME FROM DIRECTOR'S REMUNERATION

Article 35. Definition of income from director's remuneration

According to the provisions of the Tax Agreement, director's remuneration is income received by a resident of a Contracting Party in Vietnam as a member of the Board of Directors or a senior management position in a Vietnamese resident enterprise; and vice versa. This income does not include salaries received by members for performing other functions in the enterprise such as employees, consultants, advisors, and salaries of foreign individuals holding positions in representative offices of foreign companies located in Vietnam. Such ordinary income is considered income from dependent personal service activities (as stipulated in Section 12, Chapter II of this Circular).

Article 36. Determining tax obligations for income from director's remuneration

According to the provisions of the Tax Agreement, if an individual who is a resident of a Contracting Party receives remuneration as a member of the Board of Directors or as a senior management position in a company that is a resident of Vietnam, that individual shall be liable to pay tax on that income in accordance with the personal income tax regulations of Vietnam (regardless of whether the individual is present in Vietnam or not).

The tax provisions regarding income from director's remuneration as described above are set out in the Director's Remuneration Clause of the Tax Agreement.

Section 14. INCOME FROM PERFORMANCE ACTIVITIES OF ARTISTS AND ATHLETES

Article 37. Definition of income from performance activities of artists and athletes

According to the provisions of the Tax Agreement, income from performing arts activities of artists and athletes is considered income from artistic and sporting performances in Vietnam by the artists and athletes themselves who are residents of the Contracting Party to the Tax Agreement; and vice versa.

Article 38. Determining tax obligations on income from performance activities of artists and athletes.

1. Notwithstanding the provisions of Sections 11 and 12 of Chapter II of this Circular, in cases where an individual who is a resident of a Contracting Party conducts artistic or sporting performances in Vietnam and receives income from such performances, they shall be liable to pay income tax in accordance with Vietnamese law.

2. Notwithstanding the provisions of Sections 4, 11 and 12 of Chapter II of this Circular, in cases where income from artistic or sporting performances in Vietnam by individuals who are residents of a Contracting Party is not paid to the performing individual but to another party, such income shall be taxable in Vietnam in accordance with Vietnamese law.

3. In cases where artistic or sporting performances by individuals or companies residing in a Contracting Party are conducted within the framework of a cultural exchange program between the two governments or are sponsored by public funds of the Contracting Party, the income from such performances in Vietnam by foreign individuals or companies shall be exempt from tax in Vietnam if the tax agreement between Vietnam and that Contracting Party so stipulates.

The tax regulations for the income of artists and athletes as described above are set out in the Artists and Athletes Clause of the Tax Agreement.

Section 15. INCOME FROM PENSIONS

Article 39. Definition of income from pension payments

According to the provisions of the Tax Agreement, income from pensions is pensions received by residents of the Contracting Party from their previous work in Vietnam; and vice versa. Income from pensions as stipulated in this Article does not include pensions paid by the Government, local authorities of Vietnam and the Contracting Party, as this income is considered income from activities serving the Government (as stipulated in Section 16, Chapter II of this Circular).

Article 40. Determining tax obligations on income from pension payments.

1. Depending on the specific tax agreement, income from pension payments will be subject to tax:

a) Only in the country where the pension recipient is a resident; or

b) Only in the country where the pension is paid; or

c) Simultaneously in the country of residence of the pension recipient and in the country where the pension originates if the pension payer is a resident or a permanent establishment in that country.

2. The tax provisions on income from pensions as described above are set out in the Pensions Clause of the Tax Agreement.

Section 16. INCOME FROM ACTIVITIES SERVING THE GOVERNMENT

Article 41. Definition of income from activities serving the Government

According to the provisions of the Tax Agreement, income from activities serving the Government includes wages, salaries, and pensions paid by the Government or local authorities of a Contracting Party to an individual for performing duties for that Contracting Party.

Article 42. Determining tax obligations on salary income from activities serving the Government.

1. In cases where a foreigner is sent to Vietnam by the Government of a Contracting Party to work for organizations of that Government located in Vietnam or for economic, cultural cooperation, or aid programs between the two countries, the salary or wages paid by the foreign Government to that individual shall be exempt from income tax in Vietnam, even if, for the purpose of performing such work, that individual becomes a resident of Vietnam.

2. Salaries and wages paid by the Government of a Contracting Party shall be taxable in Vietnam only if they are paid to an individual who is a resident of Vietnam for performing work for a foreign government in Vietnam and that individual satisfies one of the following two conditions:

a) Holds Vietnamese citizenship;

b) Were a resident of Vietnam before undertaking work in Vietnam for a foreign government.

Article 43. Determining tax obligations on pension income from activities serving the Government.

When an individual receives a pension paid from a fund established by the State of Vietnam or local government agencies of Vietnam (hereinafter referred to as the State of Vietnam), or paid by the State of Vietnam itself as a result of prior employment for the State of Vietnam, this pension shall be taxable only in Vietnam; unless the individual is both a resident of the Contracting Party and a national of that Contracting Party. In the case where the individual is both a resident of the Contracting Party and a national of that Contracting Party, the pension income of that individual shall be taxable only in that Contracting Party.

Article 44. Determining tax obligations on income from salaries and pensions from government business activities.

Notwithstanding the provisions of Articles 42 and 43 of this Circular, the taxation of salaries, wages, or pensions paid by a foreign government to an individual for participation in foreign government business activities in Vietnam, such as railway transport, postal services, or state-owned performing arts companies, will be applied according to the provisions of Sections 12, 13, 14, and 15 of Chapter II of this Circular, depending on the specific case.

The tax provisions for income from activities serving the Government as described above are set out in the Government Service Activities Clause of the Tax Agreement.

Section 17. INCOME OF STUDENTS, INTERNS AND VOCATIONAL TRAINEES

Article 45. Definition of income for students, trainees, and vocational students.

According to the provisions of the Tax Agreement, the income of foreign students, trainees, and apprentices in Vietnam used for studying, researching, or learning a trade in Vietnam, which falls within the scope of this clause, only includes:

1. Income received from sources abroad for the purpose of studying and living in Vietnam.

2. Income received from work in Vietnam that is directly related to studying, researching, or vocational training in Vietnam (in cases where the tax agreement so stipulates). In some tax agreements, this income is only tax-exempt within a certain income threshold.

Article 46. Determining tax obligations on income of students, trainees and vocational students.

In cases where foreign students, trainees, or apprentices are residents of a Contracting Party immediately before coming to Vietnam for study, research, or vocational training, they shall be exempt from income tax in Vietnam on the types of income specified in Article 45 of this Circular.

The tax regulations regarding the income of students, trainees, and apprentices as described above are set out in the Students, Trainees, and Apprentices Clause of the Tax Agreement.

Section 18. INCOME OF TEACHERS, PROFESSORS AND RESEARCHERS

Article 47. Definition of income for teachers, professors and researchers

Several tax agreements contain specific provisions regarding the tax treatment of income earned by foreign teachers, professors, and researchers from teaching, lecturing, and research activities in Vietnam. This income includes income arising from teaching, lecturing, and research activities at universities or educational institutions recognized by the Vietnamese Government.

Article 48. Determining tax obligations on income of teachers, professors and researchers.

1. Income of foreign teachers, professors, and researchers from teaching, lecturing, and research activities in Vietnam, as stipulated in Article 47 of this Circular, shall be exempt from tax in Vietnam (for the period specified in the Tax Agreement) if the following conditions are simultaneously met:

a) Immediately before coming to Vietnam to teach, give presentations, or conduct research, foreign teachers, professors, and researchers who are residents of a Contracting Party;

b) Teaching, presentations, and research are conducted at universities or educational institutions recognized by the Vietnamese Government.

2. The tax exemption under Clause 1 of this Article does not apply to teaching and research activities conducted for the private purposes of an individual or a private organization.

The tax provisions for the income of teachers, professors, and researchers as described above are set out in the Teachers, Professors, and Researchers Clause of the Tax Agreement.

Section 19. OTHER INCOME

Article 49. Definition of other income

According to the Tax Agreement, other income includes all income not covered in other provisions of the Tax Agreement, such as: income from lottery winnings, winnings from casino gambling, income from spousal support, inheritance, and gifts.

Article 50. Determining tax obligations for other income

1. Depending on the specific tax agreement, a resident of a Contracting Party who receives other income from Vietnam will be subject to tax in accordance with current Vietnamese tax laws. However, in some tax agreements, Vietnam commits to exempting other income from tax in such cases.

2. In cases where other income relates to the permanent establishment in Vietnam of a resident of a Contracting Party to Vietnam, Vietnam has the right to tax such income in accordance with current Vietnamese tax laws and in accordance with the provisions of Sections 4 and 11, as applicable, in Chapter II of this Circular.

The tax regulations for other income as described above are set out in the Other Income Clause of the Tax Agreement.

Section 20. Measures to Avoid Double Taxation in Vietnam

According to the provisions of the Tax Agreement, when a taxpayer who is a resident of Vietnam receives income from a Contracting Party and has already paid tax in that Party (in accordance with the provisions of the Tax Agreement and the laws of that Party), Vietnam may still have the right to collect tax on this income. However, Vietnam also has the obligation to implement double taxation avoidance measures to prevent that taxpayer from being taxed twice. Vietnam may implement one or a combination of double taxation avoidance measures as stipulated in Articles 51, 52, and 53 of this Circular.

Article 51. Tax deduction measures

In the case where a Vietnamese resident has income and has paid taxes in a Contracting Party, if Vietnam commits to implementing tax withholding measures in the tax agreement, then when this resident declares income tax in Vietnam, such income will be included in taxable income in Vietnam in accordance with current Vietnamese tax laws, and the tax paid in the Contracting Party will be deducted from the tax payable in Vietnam. The tax withholding shall be implemented according to the following principles:

1. Taxes paid in the Contracting Party that are deductible are those taxes provided for in the Tax Agreement.

2. The amount of tax deductible shall not exceed the amount of tax payable in Vietnam on income from the Contracting Party in accordance with current Vietnamese tax laws, but no amount of tax paid abroad shall be deducted or refunded.

3. The tax paid in the Contracting Party that is deductible is the tax incurred during the period within the tax year in Vietnam.

Article 52. Measures for deducting tax amounts eligible for tax exemption or reduction in the Contracting Party

In the case where a resident of Vietnam has income and is liable to pay taxes in the Contracting Party (at a tax rate exempted or reduced as a special incentive), as stipulated in the tax agreement, and Vietnam commits to implementing the tax deduction measure for the tax exemption or reduction granted in the Contracting Party, then when that resident declares their income tax in Vietnam, such income will be included in their taxable income in Vietnam in accordance with current Vietnamese tax laws, and the tax amount exempted or reduced in the Contracting Party will be deducted from the tax payable in Vietnam. The tax amount exempted or reduced in the Contracting Party is the tax that the resident of Vietnam is liable to pay in the Contracting Party on income arising in that Contracting Party, but which, according to the laws of that Contracting Party, is exempted or reduced as a special incentive.

Tax deductions are carried out according to the following principles:

1. Taxes paid or deemed paid in a Contracting Party that are deductible shall be the amount of tax provided for in the Tax Agreement.

2. The amount of tax deductible shall not exceed the amount of tax payable in Vietnam on income from the Contracting Party in accordance with current tax laws in Vietnam.

3. The tax paid in the Contracting Party that is deductible is the tax incurred during the period within the tax year in Vietnam.

Article 53. Indirect deduction measures

1. In cases where a resident of Vietnam receives income from a Contracting Party, and this income has already been subject to corporate income tax before being distributed to that resident, and Vietnam commits to implementing indirect tax withholding in the tax agreement, then when declaring income tax in Vietnam, such income will be included in taxable income in Vietnam in accordance with current Vietnamese tax laws, and the indirect tax paid in the Contracting Party will be deducted from the tax payable in Vietnam. However, in all cases, the amount of tax deducted shall not exceed the amount of tax payable in Vietnam on foreign income in accordance with current Vietnamese tax laws.

The amount of indirect tax deductible is the amount of tax paid by a joint-stock company that is a resident of a Contracting Party to that Contracting Party in the form of corporate income tax before the distribution of dividends to residents of Vietnam, provided that the residents of Vietnam directly control a minimum percentage of the voting rights of the joint-stock company, depending on the specific tax agreement.

2. Although the above regulations stipulate that Vietnam implements indirect tax deduction measures when there is a commitment in a tax agreement, if, according to Vietnamese law, the income from foreign sources of a Vietnamese resident is subject to indirect tax deduction, then this regulation will still be applied.

Although the above regulations exist regarding the implementation of double taxation avoidance measures, if, according to the tax agreement, foreign income of Vietnamese residents is exempt from tax in Vietnam, then this income will be tax-exempt and the tax paid abroad will not be deducted (i.e., it will only be taxed once and no double taxation avoidance measures will be applied).

The provisions regarding double taxation avoidance measures as described above are set out in the Double Taxation Avoidance Clause of the Tax Agreement.

Section 21. SPECIAL PROVISIONS

Article 54. Dispute Resolution in the Application of the Tax Agreement

1. For residents of a Party to which a tax agreement with Vietnam has been signed.

a) Where a resident of a Contracting Party (hereinafter referred to as the complainant in this Article) believes that the Vietnamese tax authorities have determined his or her tax obligations inconsistently with the provisions of the Tax Agreement, he or she may request the competent authority of the Contracting Party where he or she is a tax resident to initiate bilateral settlement proceedings in accordance with the provisions of the Tax Agreement.

This regulation does not exclude the complainant from filing a complaint in accordance with the procedures prescribed by Vietnamese law on complaint resolution or administrative litigation law;

The competent authorities of Vietnam will not handle complaints in the following cases: when the complaint is being or has already been resolved by a court; or when the complaint has exceeded the time limit stipulated in Clause 3 of this Article.

b) To proceed with a complaint according to the guidelines in point a of this section, the complainant must fulfill all due obligations notified in tax handling decisions (which are administrative tax decisions, tax notices) of the tax authority before and during the complaint process. In the case of a complaint regarding the amount of tax calculated or assessed by the tax authority, the complainant must still pay the full amount of tax, unless the competent state agency decides to temporarily suspend the implementation of the tax calculation decision or tax assessment decision of the tax authority.

2. For individuals residing in Vietnam

If a resident of Vietnam believes that a Contracting Party has determined their tax obligations inconsistently with the provisions of the Tax Agreement, that resident may request the competent authorities of Vietnam to initiate bilateral settlement proceedings as provided for in the Tax Agreement. Before requesting the competent authorities of Vietnam to initiate bilateral settlement proceedings, the complainant must fulfill all obligations notified in tax decisions of the Vietnamese tax authorities and the Contracting Party as required by the laws of that country.

3. The filing of a complaint as prescribed in paragraphs 1 and 2 of this Article must be carried out within three years from the date of the first notification by the tax authority leading to the tax treatment that the complainant considers to be inconsistent with the Tax Agreement.

4. The procedures for resolving MAPs under the tax agreement shall be carried out in accordance with the guidelines in Chapter III of this Circular.

Article 55. Information Exchange

1. Principles for exchanging tax information in accordance with tax agreements, other international tax treaties to which Vietnam is a party, or international tax agreements that Vietnam has signed.

a) The collection, provision, and exchange of tax information between the Tax Department and competent authorities of partner countries or territories shall be carried out on the principle of reciprocity, in accordance with tax agreements, other international tax treaties, or international tax agreements;

b) The exchange of tax information shall be conducted in accordance with the scope, methods, conditions, and confidentiality requirements stipulated in the tax agreement, other international tax treaty, or international tax agreement, ensuring that the information is used for the intended purpose and in compliance with Vietnamese law.

2. Collecting and exchanging information in accordance with the Tax Agreement

a) The collection and exchange of information under the Tax Agreement shall be carried out through an exchange mechanism between the competent authorities of the Contracting Parties for the purpose of applying and enforcing the provisions of domestic tax laws or the Tax Agreement, as applicable;

b) The information exchanged includes information that may be necessary for:

b.1) Apply the provisions of domestic tax law or tax agreements, as appropriate;

b.2) Managing and determining tax obligations;

b.3) Preventing and combating tax fraud and evasion.

c) During the processing of bilateral or multilateral MAP or APA documents, when the competent authority of the Contracting Party requests information or clarification, the taxpayer is responsible for providing the information as requested by the tax authority to facilitate communication with foreign tax authorities in accordance with tax administration laws;

d) The tax authority may use information received from foreign tax authorities for analysis, assessment, and negotiation during the processing of MAP or APA documents in accordance with the tax agreement and Vietnamese law;

d) Requests, provision, and exchange of information shall not be made for requests that are speculative, general, without reasonable basis, or without a clear connection to tax administration or the determination of tax obligations of the relevant parties.

3. Collect and verify information domestically.

a) To fulfill the information exchange obligations under the Tax Agreement, and to facilitate the processing of MAP and APA procedures, the tax authority requests relevant information from state agencies, organizations, individuals, and taxpayers as prescribed by law;

b) State agencies, organizations, and individuals shall cooperate, provide, explain, and supplement information as requested by the tax authorities in accordance with the law;

c) Tax authorities may apply measures prescribed by law to:

c.1) Gathering information;

c.2) Check, compare, and verify information;

c.3) Request for explanation or additional information.

d) The collection of information for the purpose of exchanging information under the tax agreement is not dependent on whether such information directly serves the purpose of domestic tax administration;

d) The information requested may include information held by organizations and individuals as follows:

d.1) Banks;

d.2) Credit institutions, financial institutions;

d.3) Trustee, agent;

d.4) Other organizations and individuals holding the shares as prescribed by law.

e) The provision of information as prescribed in this Article shall not be refused solely because such information is confidential customer information of the credit institution or foreign bank branch;

g) Tax authorities may exercise their information-gathering powers as prescribed by Vietnamese law to fulfill their information-sharing obligations under the tax agreement;

h) For bilateral or multilateral APA applications, taxpayers are responsible for providing the tax authorities with information similar to that provided to the tax authorities of the Contracting Parties to ensure that the competent authorities of the Parties have sufficient grounds to process the application;

i) If the tax authority has taken all necessary legal measures to obtain information but determines that the information no longer exists under the record-keeping regime or cannot be obtained under Vietnamese law, the Tax Department shall notify the competent authority of the Contracting Party of its inability to provide the information.

4. Automated tax information exchange

a) The collection, management, and exchange of tax information through automated methods shall be carried out in accordance with the provisions of tax agreements, other international tax treaties, or international tax agreements relating to the exchange of tax information;

b) Tax authorities shall automatically exchange tax information in accordance with the scope, subjects of application, exchange methods, time limits, data formats, and technical requirements stipulated in tax agreements, other international tax treaties, international agreements on taxation, and Vietnamese law;

c) Relevant agencies, organizations, and individuals are responsible for providing information as prescribed by law to facilitate the implementation of automated tax information exchange mechanisms.

5. Information Security and Usage

a) Information received or provided under tax agreements, other international tax treaties, or international tax arrangements must be kept confidential in accordance with Vietnamese law and the provisions of the tax agreements, other international tax treaties, or international tax arrangements;

b) Information exchanged shall only be used for the following purposes and must comply with the provisions of the tax agreement, other international tax treaty or international tax agreement:

b.1) Application of the tax agreement;

b.2) Managing and determining tax obligations;

b.3) Verifying and handling violations of tax laws;

b.4) Resolving complaints, disputes, or litigation related to taxes;

b.5) ​​Perform the MAP or APA procedure.

c) The information exchanged will only be provided to:

c.1) Foreign tax authorities;

c.2) Competent state management agency;

c.3) The prosecuting authority;

c.4) Agencies, organizations, and individuals directly involved in determining, collecting, enforcing tax collection, or resolving tax disputes. Agencies, organizations, and individuals with access to information are responsible for maintaining confidentiality in accordance with the law.

d) Information received from foreign tax authorities is managed and protected under the same confidentiality regime as information collected by Vietnamese tax authorities in accordance with Vietnamese law;

d) The use of information for purposes other than those specified in point b, paragraph 5 of this Article shall only be permitted when the laws of both Contracting Parties permit it and the competent authorities of the Information Provider Party approve it, except where provisions in a tax agreement or other international tax treaty permit the use of information without the approval of the Information Provider Party.

Article 56. Support for tax collection

Vietnam and the Contracting Parties shall assist each other in collecting revenues in accordance with the provisions on tax collection assistance in the tax agreements that Vietnam has signed, based on the following principles:

1. Vietnam requests the Contracting Party to assist in urging the collection of outstanding tax debts from individuals, businesses, and organizations in Vietnam when the individuals or legal representatives of businesses and organizations in Vietnam are residing in the Contracting Party.

2. The Vietnamese tax authorities shall assist in the collection of taxes, at the request of the Contracting Party, in the collection of tax debts payable by individuals, enterprises, and organizations in the Contracting Party when the individuals or legal representatives of enterprises and organizations in the Contracting Party are residing and conducting business activities in Vietnam, in accordance with the tax administration laws and consistent with Vietnam's tax administration practices.

3. The Vietnamese tax authorities are responsible for assisting the Contracting Party in collecting taxes by notifying and urging the collection of tax debts from taxpayers for whom the Contracting Party has requested assistance in tax collection.

4. During the tax collection process, the Vietnamese tax authorities will prioritize collecting debts arising in Vietnam.

5. The Vietnamese tax authorities shall not provide tax collection assistance at the request of the Contracting Party in the following cases: The requested tax collection assistance is subject to dispute; assistance requires the application of administrative measures different from those prescribed by law or administrative practices of Vietnam or the Contracting Party; the provision of tax collection assistance is contrary to Vietnamese law; the Contracting Party has not taken reasonable measures to recover or secure the tax debt in accordance with its laws; or when the administrative burden incurred by Vietnam is disproportionate to the benefits received by the Contracting Party.

6. The Vietnamese tax authorities open temporary collection accounts at the State Treasury and coordinate with the State Treasury to develop procedures for collecting and transferring the collected funds under the tax collection support mechanism.

Article 57. Immunities for members of diplomatic and consular missions.

1. In accordance with the Tax Agreement, the provisions of the Tax Agreement shall not affect the immunities of members of diplomatic and consular missions as stipulated in international treaties to which the Socialist Republic of Vietnam is a signatory or acceded.

2. The provisions regarding exemptions for members of diplomatic and consular missions as described above are set out in the Article on Members of Diplomatic and Consular Missions of the Tax Agreement.

Chapter III

Bilateral Agreement Procedure (MAP)

Section 1. CASES OF MAP REJECTION

Article 58. The competent authorities of Vietnam shall refuse requests for the application of MAP in the following cases.

1. Applications for MAP application do not fall under the jurisdiction of the competent authorities of Vietnam.

2. Applications for MAP application that have expired more than 03 years (or 02 years depending on the provisions of the Tax Agreement) from the date the Vietnamese tax authority or the Contracting Party, as applicable, issues a notice regarding tax treatment that the resident of the Contracting Party or Vietnam deems inconsistent with the provisions of the Tax Agreement between Vietnam and the Contracting Party.

3. The applicant for MAP application has not fully fulfilled the obligations notified in tax assessment decisions of the Vietnamese tax authorities or the Contracting Party, as the case may be, before and during the application for MAP application, except in cases where a competent state agency decides to temporarily suspend the implementation of the tax assessment decision or tax determination decision of the tax authority.

4. The applicant for the MAP application or their affiliated entity is under audit and does not yet have an official tax audit report.

5. There are grounds to determine that the applicant for the MAP is exploiting or proposing the application of the MAP to obtain tax benefits contrary to the objectives and nature of the tax agreement or to engage in tax avoidance or tax evasion.

6. The Tax Department determines the tax obligations of the applicant for MAP application in accordance with the provisions of the tax agreement.

In the event of a refusal of the MAP application, the competent authority of Vietnam shall issue a Notice of Refusal of MAP Application using Form No. 03/MAP in the Appendix attached to this Circular (or a letter of refusal of the MAP application sent to the competent authority of the Contracting Party).

Section 2. PROCEDURE FOR PROCESSING REQUESTS TO APPLY TO MAP

Article 59. Procedures for processing requests for MAP application

The process for handling MAP application requests includes the following stages:

1. Receiving MAP application documents (from taxpayers and foreign tax authorities).

2. Review and analyze MAP application files.

3. Exchange views, negotiate the MAP, and confirm the results of the exchange in writing with the taxpayer.

4. Finalize and execute the MAP.

Article 60. Receiving MAP applications

1. Receiving MAP applications from taxpayers who are residents of Vietnam:

a) The taxpayer submits an application for MAP application to the Tax Department. The application includes:

a.1) A written request to apply for the bilateral agreement procedure using form No. 01/DTA-MAP in the Appendix attached to this Circular;

a.2) Financial statements and tax returns related to the proposed MAP application;

a.3) Documents relating to notifications determining tax obligations from foreign tax authorities or Vietnamese tax authorities;

a.4) Documentation on the determination of related-party transaction prices of the taxpayer for the tax period for which MAP is requested (for MAPs on transfer pricing);

a.5) Information, documents, contracts, detailed descriptions of transactions and activities related to determining tax obligations and the basis of the applicant's argument regarding the tax agreement provisions applied by the foreign tax authority that are inconsistent with the provisions of the tax agreement, and the applicant's analysis related to determining tax obligations;

a.6) Documentation proving tax payment in cases where the applicant has already paid the tax related to the MAP application;

a.7) A copy of the application for the MAP procedure and accompanying documents in cases where the applicant has already submitted or will submit an application for the MAP procedure to a foreign tax authority;

a.8) A copy of the complaint request document and accompanying documents in case the applicant has already submitted or will submit a complaint under other complaint resolution mechanisms inside and outside Vietnam, and the results of the complaint resolution (if any).

b) After receiving a complete application for MAP application from a taxpayer who is a resident of Vietnam, the Tax Department shall implement MAP with the foreign tax authority in accordance with the provisions of the tax agreement and the procedures guided in this Circular.

In cases where taxpayers are unable to provide sufficient information and documents as required by the application for MAP, they are requested to submit a written explanation using form No. 01/DTA-MAP in the Appendix attached to this Circular for the Tax Department to consider and decide.

2. Receiving the MAP request from the tax authority of the Contracting Party:

In the event that the competent authorities of Vietnam receive a MAP request from the tax authorities of the Contracting Party, the competent authorities of Vietnam shall send to the competent authorities of the Contracting Party a letter confirming receipt of the request for MAP application.

Article 61. Review and analysis of MAP application files

1. For MAP applications from taxpayers:

a) Review MAP application files

The Tax Department checks the completeness and validity of the application, clarifying the necessary information and documents to determine whether the MAP request falls within the scope and conditions for applying MAP under the tax agreement.

Upon completion of the review, the Tax Department:

a.1) Notify the taxpayer in writing of the acceptance of the application for MAP using form No. 02/MAP in the Appendix attached to this Circular; or

a.2) Notify the applicant of the rejection of the MAP application using form No. 03/MAP in the Appendix attached to this Circular; or

a.3) Issue a Notice requesting additional information and documents using form No. 01/TB-BSTT-NNT issued together with Circular No. 89/2026/TT-BTC.

b) The Tax Department shall analyze the application for the MAP based on a comprehensive review of the information and documents provided by the taxpayer, comparing them with the provisions of the Tax Agreement and domestic tax laws to assess the reasonableness, completeness, and basis of the application. During this process, the Tax Department may request the taxpayer or the competent authorities of the Contracting Party to supplement information and documents, and shall proactively coordinate with units within the tax sector and relevant agencies, organizations, and individuals to collect, check, and verify factual information and evidence, as well as refer to international practices and experience in handling similar MAP cases to ensure objective processing of the application in accordance with legal regulations and international standards.

2. Regarding MAP requests from the tax authorities of the Contracting Party

a) The Tax Department shall communicate with the tax authorities of the Contracting Party to resolve the MAP request in accordance with the provisions of the relevant tax agreement;

b) Taxpayers in Vietnam and relevant agencies, organizations, and individuals are responsible for providing information and documents as requested by the Tax Department to facilitate the processing of MAP requests.

Article 62. Handling unilateral requests for the application of MAP

1. Unilateral resolution is when the Tax Authority determines that the taxpayer's MAP request is in accordance with the provisions of the relevant tax agreement and does not require an exchange of views or negotiations with the tax authorities of the Contracting Party.

2. The Tax Department shall notify the taxpayer and the tax authority of the Contracting Party in the event that the request for MAP application has been unilaterally processed.

Article 63. Exchange of views, negotiation of MAP and taxpayer opinions

1. Exchange of Positions: The Tax Department exchanges the positions of each Party with the competent authorities of the Contracting Party to resolve cases of taxation inconsistent with the provisions of the relevant Tax Agreement.

2. MAP Negotiations: After exchanging viewpoints, if an agreement cannot be reached through written communication, the Tax Department will negotiate with the competent authorities of the Contracting Party in person, online, or by telephone.

3. In the case of a MAP request from the taxpayer: after the exchange of views, MAP negotiations, and the two competent authorities reach a mutual agreement, the Tax Department sends a written request to the taxpayer to provide their objection or non-objection to the aforementioned draft mutual agreement.

If a mutual agreement fails to resolve the issue of double taxation or taxation inconsistent with the provisions of the tax agreement in the taxpayer's case, the Tax Department will notify the taxpayer in writing.

Taxpayers may not accept only a portion of the draft general agreement (certain issues or tax periods in the draft general agreement). In complex cases, if the Tax Department and competent authorities of the Contracting Party find it difficult to reach a general agreement, they may divide the proposed agreement into different parts.

Article 64. Closing of the application file for MAP application

The MAP application is closed in the following cases:

1. Unilateral resolution shall be carried out in accordance with the guidelines in Article 62 of this Circular.

2. Withdraw the MAP proposal.

a) The Tax Department shall close the MAP application in the event that the taxpayer submits a written request to withdraw the MAP application or upon receiving notification from the competent authority of the Contracting Party that the taxpayer of the Contracting Party has withdrawn the MAP application;

(b) Withdrawal of a MAP proposal may occur at any time before the MAP agreement is signed. Taxpayers may not withdraw part or all of their MAP proposal.

3. The proposal to apply the MAP is concluded on the basis of negotiations between the competent authorities of Vietnam and the competent authorities of the Contracting Party.

4. Any other reason why a MAP application cannot be processed may include the following: the taxpayer is bankrupt, dissolved, or ceases to exist; or, even if a MAP agreement has been reached, it cannot be implemented under the relevant tax agreement or domestic tax law of either Contracting Party.

The Tax Department issues a Notice to the taxpayer using form No. 04/MAP in the Appendix attached to this Circular upon completion of the MAP file.

Section 3. IMPLEMENTING THE MAP

Article 65. Implementation of the MAP agreement, monitoring and supervision of MAP implementation.

Based on a mutual agreement reached in writing between the two competent authorities and the taxpayer's consent, the implementation of the MAP agreement is carried out as follows:

1. The Tax Department sends a letter to the tax authority directly managing the taxpayer requesting the implementation of tax management measures as prescribed, and also sends a copy to the relevant taxpayer for their information and compliance.

2. The tax authority directly managing the taxpayer shall adjust the tax base or implement other necessary tax management measures as instructed in writing by the Tax Department. The relevant taxpayer is obligated to comply with the instructions of the tax authority.

3. If the implementation of the MAP agreement results in the amount of tax, other charges, late payment penalties, and fines paid exceeding the amount due, the tax authority shall adjust the tax obligation, determine the overpayment, and handle it in accordance with the provisions on handling overpaid tax, other charges, late payment penalties, and fines under the law on tax administration.

4. The Tax Department is responsible for monitoring and supervising the implementation of the MAP.

5. The MAP agreement applies only to the specific circumstances and tax periods involved and does not constitute a precedent for application to other circumstances, taxpayers, or tax periods.

Chapter IV

AGREEMENT ON THE METHOD FOR DETERMINING TAXABLE VALUE

Section 1. PROPOSAL FOR APA APPLICATION

Article 66. Subjects eligible for APA application

Organizations producing and trading goods and services that pay corporate income tax using the declaration method, conduct transactions with related parties, and request the tax authorities to apply APA (Advanced Public Offering). Related parties are defined in Article 5 of Decree No. 255/2026/ND-CP.

Article 67. Transactions eligible for APA application

1. The transactions proposed for APA application are related-party transactions as stipulated in Clause 1, Article 4 of Decree No. 255/2026/ND-CP.

2. Transactions proposed for APA application under Clause 1 of this Article must simultaneously meet the following conditions:

a) Actual transactions that have occurred in the taxpayer's business operations and will continue to occur during the period for which the APA is requested;

b) The transaction has a basis for determining the nature of the transaction that determines the tax obligation and has a basis for analysis, comparison, and selection of independent comparable entities as prescribed in Articles 6 and 7 of Decree No. 255/2026/ND-CP based on information and data as prescribed in Clause 3, Article 31 of the Law on Tax Administration No. 108/2025/QH15;

c) The transaction is not subject to any disputes or claims regarding tax related-party transactions;

d) The transaction is conducted transparently and is not intended to evade or avoid taxes or exploit the tax agreement.

Article 68. Forms of APA

1. A unilateral APA is an agreement signed between the Vietnamese tax authority and the taxpayer requesting the application of the APA.

2. A bilateral APA is an agreement signed between the Vietnamese tax authority and the partner tax authority based on a tax agreement to determine the method for determining transfer pricing for transactions falling within the scope of the APA of the taxpayer requesting the application of the APA.

3. A multilateral APA is an agreement signed between the Vietnamese tax authority and multiple partner tax authorities based on a tax agreement to determine the method for determining transfer pricing for transactions falling within the scope of the APA of the taxpayer requesting the application of the APA.

Article 69. Jurisdiction for processing APA applications

1. Bilateral and multilateral APAs:

a) The Tax Department is responsible for receiving, reviewing, analyzing, and developing plans for negotiating, signing, amending, extending, revoking, and canceling APAs.

In cases where the APA is complex, involves multiple countries, or relates to matters under the purview of multiple government agencies, the Tax Department shall report to the Ministry of Finance to seek guidance on the APA negotiation plan before engaging in formal discussions and negotiations with the partner tax authority.

b) The tax authority directly managing the taxpayer requesting the APA is responsible for inspecting and monitoring the implementation of the signed APA.

2. Unilateral APA: The authority to receive, review, analyze, and process applications for unilateral APA is determined and assigned by the Tax Department to relevant units within the tax authority in accordance with regulations.

Section 2. PROCEDURE FOR HANDLING APPLICATIONS FOR APA APPLICATION

Article 70. Procedures for processing requests for APA application

Before filing the formal application, taxpayers may request a consultation meeting with the tax authorities to discuss the scope of the transaction, the method of determining transfer pricing, the documentation, and other information and data related to the proposed APA. A consultation meeting is not a mandatory procedure before filing an APA application.

The process for handling requests for the application of an APA is as follows:

1. Submit the official application.

2. Review, analyze, and develop negotiation strategies.

3. Discuss and negotiate the contents of the APA.

4. Signing and circulating the APA.

Article 71. Submission of formal documents

1. Taxpayers shall submit a formal application for APA application using Form No. 01/APA-DN in the Appendix attached to this Circular.

2. Applications for APA must be prepared in Vietnamese; in the case of bilateral or multilateral APA applications, the application must be prepared in Vietnamese and include an English translation; for original documents written in other languages, both a Vietnamese translation and an English translation (for bilateral or multilateral APA applications) must be submitted along with the original documents. The taxpayer must sign and stamp the translation and is legally responsible for its accuracy.

In cases where the application contains a large number of attachments and translating the entire content into Vietnamese and submitting it within the same deadline as the APA application is inappropriate, the taxpayer must summarize the content, explain the reasons, and specify the location and method of document storage so that the tax authority can access and review the documents upon request.

3. For bilateral and multilateral APAs, the information and data in the documents submitted to the Vietnamese tax authorities and the foreign tax authorities must be consistent and not less than the information and data stipulated in this Article.

Article 72. Review and analysis of applications for APA application

1. The tax authority reviews and analyzes the taxpayer's application for APA to verify, compare, determine, and assess the completeness, accuracy, legality, reasonableness, and validity of the information and data provided by the taxpayer; based on this, it determines the appropriate method for determining transfer pricing and comparable entities to determine the price, profit margin, or profit allocation ratio for transactions within the scope of the proposed APA.

2. During the review and analysis process, the tax authorities may apply the following measures:

a) Request taxpayers and other related organizations and individuals to explain and clarify the information in the application for APA;

b) Applying tax management measures to taxpayers to verify the completeness, accuracy, legality, reasonableness, and validity of the information and documents provided by the taxpayer.

3. During the review and analysis of the APA file, meetings or on-site surveys at the taxpayer's premises shall be recorded in minutes compiled by the tax authority and the taxpayer; the representative of the tax authority in charge of processing the APA file or the Head of the survey team shall be responsible for signing the minutes.

4. For bilateral or multilateral APA applications, if the tax authority of the Contracting Party requests the taxpayer to provide or explain information and data (regardless of whether the information and data belong to the initial or supplementary application), the taxpayer is responsible for providing these documents to the tax authority to ensure that the competent authorities of the tax authorities participating in the APA are provided with consistent and sufficient information to process the application.

5. In cases where, during the processing of the application, the tax authority needs to exchange information with the tax authority of the Contracting Party, the taxpayer will also be given a general overview of the content of the information being exchanged. The information received will be used as documentation and evidence in the negotiation and signing of the APA, except for information that is not to be disclosed to the taxpayer according to the provisions on information exchange under the tax agreement. The information exchanged must be kept confidential as stipulated in Clause 5, Article 55 of this Circular.

Article 73. Procedures for bilateral agreements

1. Taxpayers who are tax residents in Vietnam and request the application of bilateral or multilateral APAs, and require the tax authorities to contact and facilitate discussions with the tax authorities of the signatory party, must fill in the information according to Form No. 01/APA-DN in the Appendix attached to this Circular when submitting the official application, including the following information:

a) Explain the reasons for proposing the application of a bilateral or multilateral APA;

b) Briefly explain the reasons for proposing the bilateral agreement procedure;

c) Documents and records circulated by the tax authorities of the Contracting Party that relate to (including but not limited to: notices or decisions on the collection or adjustment of tax obligations that may result in double taxation of income from related-party transactions).

2. After receiving the proposal for bilateral agreement procedures and the application dossier for the formal APA application, the competent authority of the Tax Department shall contact and exchange information with the competent authority of the tax authority of the Contracting Party in accordance with the provisions on bilateral agreement procedures under the relevant tax agreement.

Article 74. Exchange and negotiation of APA content

1. The tax authority shall exchange and negotiate the content of the APA with the taxpayer in the case of a unilateral APA application or with the tax authority of the Contracting Party in the case of a bilateral or multilateral APA application, in order to agree on the method for determining transfer pricing, comparable entities, material assumptions, and other contents within the scope of the APA.

The exchange and negotiation are conducted through various forms such as meetings, face-to-face interactions, telephone calls, video conferencing, or written correspondence. The results of each exchange and negotiation are recorded in writing by the participating parties.

2. During bilateral and multilateral exchanges and negotiations between relevant tax authorities, if necessary and with the approval of the Tax Department and the tax authorities of the Contracting Parties, taxpayers may send representatives to attend, upon invitation from the tax authorities, to explain relevant issues.

The tax authority will communicate with the taxpayer regarding the progress of the application processing and may provide the taxpayer with a summary of the negotiation results in accordance with information confidentiality regulations and the scope of communication with the tax authority of the Contracting Party; it may also request the taxpayer to provide clarification on related matters.

3. During the exchange and negotiation of a new APA application or an APA renewal application, the tax authority may refer to information, data, and content exchanged during the processing of the previous APA application if it is consistent with the taxpayer's actual situation and the proposed APA application period.

Article 75. Suspension of processing of APA application dossiers before signing.

1. The tax authorities will stop processing applications for APA (Adoptive Protection Agreement) if any of the following situations arise:

a) Continuing to process the application for an APA does not meet the principles for applying APA as stipulated in Article 4 of this Circular;

b) The parties involved fail to agree on the content of the APA before the end of the APA application period;

c) The tax authorities use tax management measures and discover that the taxpayer provides false, incomplete, or untruthful information that affects the determination of transfer pricing or the outcome of the APA, and the taxpayer has no basis or appropriate documentation to explain or prove it;

d) The taxpayer or partner tax authority requests that the processing of the APA application be stopped.

2. The tax authority notifies the taxpayer (for unilateral APAs) or, for bilateral or multilateral APAs, notifies the taxpayer and confirms with the foreign tax authority that the processing of the APA application has been stopped.

Article 76. Signing and Circulation of APA

1. The APA draft, after being fully agreed upon by the tax authorities and the taxpayer or relevant tax authorities, is called the final draft and is signed and circulated.

2. The final draft APA must include at least the following:

a) Names and addresses of the affiliates participating in the APA;

b) Describe the related-party transactions covered by the APA;

c) The method for determining transfer pricing as a basis for tax calculation, the method for determining and calculating figures on price levels, gross profit margins, net profit margins, and profit allocation ratios as a basis for tax calculation related to related-party transactions subject to APA (including the standard independent transaction value range if applicable);

d) Assumptions that may significantly impact, or are expected to impact, the implementation of the APA (including analysis and forecasts);

d) Regulations concerning the responsibilities and obligations of taxpayers;

e) Regulations concerning the responsibilities and obligations of tax authorities;

g) Regulations on effective date;

h) Other provisions consistent with legal regulations concerning the fulfillment of tax obligations related to the APA agreement;

i) Appendices (if any).

3. In the case of a unilateral APA, the final draft will be sent by the tax authority along with the notification of official signing; the legal representative of the taxpayer will sign and stamp the final APA draft and return it to the tax authority for signing and circulation.

4. For bilateral or multilateral APAs, the Tax Department prepares the final draft based on the terms agreed upon between the Tax Department and the tax authority of the signatory party and sends it to the taxpayer along with a letter requesting the taxpayer's written response on their acceptance of the final draft. The competent authorities of the tax agencies participating in the APA sign the bilateral or multilateral APA. The Tax Department is responsible for notifying and implementing the bilateral or multilateral APA.

5. The official language used in unilateral APA documents is Vietnamese; in bilateral or multilateral APAs, it is English, accompanied by a Vietnamese translation.

Section 3. Implementing the APA

Article 77. Adjustment of taxable income during the implementation of the APA

1. During the validity period of the APA, taxpayers shall adjust their taxable income to reflect the prices, gross profit margin, net profit margin, or profit allocation ratios stipulated in the APA in order to declare and pay taxes as required.

2. In the event that, during the implementation of the APA, events arise that change or no longer meet the material assumptions of the signed APA, the taxpayer is responsible for promptly reporting to the tax authorities and requesting amendment or cancellation of the APA in accordance with Articles 79 and 80 of this Circular.

3. During the APA's validity period, taxpayers are responsible for periodically providing APA compliance reports and related information and documents to the tax authorities for monitoring and supervision of APA implementation within the deadline for filing corporate income tax returns as prescribed by tax management laws. The annual APA compliance report must include at least the following contents:

a) The application of transfer pricing methods and the implementation of APA terms during the tax period;

b) The results of executing transactions within the scope of the APA compared to the price, profit margin, profit allocation ratio, or other criteria agreed upon in the APA;

c) Financial information, business performance results, and other information related to transactions within the scope of the APA as per the signed APA agreement;

d) Continued fulfillment of the material assumptions of the APA and any material changes (if any) affecting the APA.

Article 78. Extension of APA

1. An APA can be renewed for a maximum of 03 years.

2. An APA may be considered for renewal in the following cases:

a) The scope of related-party transactions and the related parties have not undergone material changes;

b) The assumptions remain unchanged in a material sense;

c) The benchmark independent transaction value range or rate of return used as the basis for comparative analysis remains appropriate to continue applying during the proposed extension period, based on the material assumptions of the APA.

3. Procedures for renewing APA:

a) Taxpayers requesting an APA extension must submit a request using Form No. 01/APA-DN in the Appendix attached to this Circular and submit the APA extension application to the tax authority at least 6 months before the signed APA expires;

b) The procedure for processing APA renewal applications is similar to the procedure for requesting the application of a formal APA.

Article 79. Amendments to the APA

1. Amendments to the APA are made based on a request from the taxpayer or the tax authority.

2. Cases requiring APA amendment:

a) Changes in key assumptions affect the implementation of the APA;

b) Changes in the law that affect APA;

c) The competent authority of the tax agency of the Contracting Party proposes amendments to the APA and these are approved by the Tax Department.

3. The procedure for processing requests to amend APAs is similar to the procedure for processing requests to apply APAs.

Article 80. Revocation of APA

1. An APA may be cancelled in the following circumstances:

a) The taxpayer or any related party involved in the related-party transaction fails to comply with the terms and conditions of the APA;

b) The taxpayer has material errors or omissions in their APA application that affect the implementation of the APA;

c) The taxpayer and the tax authority cannot agree on the amendments to the APA;

d) The taxpayer fails to fulfill their reporting obligations or provide information as required by the APA, thereby affecting the monitoring, supervision, or implementation of the APA;

d) The tax authority of the Contracting Party requests the cancellation of the APA and the tax authority approves it;

e) The taxpayer submits an application to cancel the APA with a valid reason.

2. Taxpayers requesting the cancellation of an APA shall submit their request using Form No. 01/APA-DN in the Appendix attached to this Circular.

3. The tax authority issues a notice regarding the cancellation of the APA. This notice includes the following information:

a) Reason for cancellation;

b) The effective date of the APA cancellation.

4. The taxpayer shall fulfill the tax obligations arising from the transaction referred to in the cancelled APA in accordance with current regulations on transfer pricing from the date the cancellation of the APA takes effect.

Article 81. Revocation of APA

1. The APA may be withdrawn in the following circumstances:

a) The taxpayer intentionally provides false information or engages in fraudulent conduct that affects the determination, conclusion, or implementation of the APA;

b) The tax authority of the Contracting Party requests the withdrawal of the APA and the tax authority approves it.

2. The tax authority issues a notice regarding the revocation of the APA. The notice includes the following information:

a) Reason for recall;

b) The date the APA revocation takes effect (calculated from the first day of the APA application period).

3. Taxpayers shall fulfill their tax obligations arising from transactions falling within the scope of the revoked APA in accordance with current regulations on transfer pricing from the date the APA revocation takes effect.

Article 82. Information Security

1. Tax authorities, taxpayers, and relevant agencies and organizations are responsible for maintaining the confidentiality of information and data used throughout the APA processing process in accordance with the regulations on taxpayer information confidentiality in Article 7 of the Law on Tax Administration No. 108/2025/QH15, its implementing guidelines, and relevant tax agreements.

2. Information and data provided by taxpayers during the process of requesting, exchanging, negotiating, signing, amending, extending, and implementing APAs are managed and used by the tax authorities to process, monitor, and supervise the implementation of APAs; they may not be used directly as evidence, documents, or grounds for tax audits or assessments of taxpayers, except in cases where the information and data have been publicly disclosed by the taxpayer or collected by the tax authorities from independent sources in accordance with the law.

Article 83. Validity of APA

1. The signed APA will be legally binding on both the tax authorities and taxpayers.

2. Taxpayers may request the application of an APA for a continuous period of up to 05 tax years from the year of filing the APA application or the immediately following tax year, but not exceeding the actual number of years the taxpayer has been operating and declaring and paying corporate income tax in Vietnam.

3. The validity period of a signed APA is a maximum of 03 tax years from the tax period in which the APA is signed, or from the year immediately following the year of signing, as agreed upon by the tax authority and the taxpayer in the APA.

Chapter V

TERMS ENFORCEMENT

Article 84. Enforcement

1. This Circular shall take effect from January 1, 2026.

2. This Circular replaces Circular No. 205/2013/TT-BTC dated December 24, 2013 of the Minister of Finance guiding the implementation of Double Taxation Avoidance Agreements on taxes on income and property between Vietnam and other countries that are in effect in Vietnam; and Circular No. 45/2021/TT-BTC dated June 18, 2021 of the Minister of Finance guiding the application of Advance Pricing Agreements (APAs) in tax administration.

3. The procedures for applying the tax agreement are carried out in accordance with the Law on Tax Administration and Circular No. 89/2026/TT-BTC.

4. For applications for APA application submitted before the effective date of this Circular but not yet signed, and where the APA application period has not ended at the effective date of this Circular, the applications shall continue to be processed in accordance with the provisions of the Tax Administration Law No. 108/2025/QH15 and the guidelines in this Circular.

5. During the implementation process, if any difficulties arise, agencies, organizations, and individuals are requested to promptly report them to the Ministry of Finance for consideration and resolution.

APPENDIX

LIST OF FORMS
(Attached to Circular No. 95/2026/TT-BTC dated 01th) 7 (Minister of Finance's plan for 2026)

Download the Application Form – Appendix to Circular 95/2026/TT-BTC 📥