Nghị định 320/2025/NĐ-CP hướng dẫn Luật Thuế thu nhập doanh nghiệp

 

DECREE

ELABORATION OF SOME ARTICLES AND MEASURES FOR ORGANIZATION, PROVISION OF GUIDELINES FOR IMPLEMENTATION OF THE LAW ON CORPORATE INCOME TAX

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

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

Pursuant to the Law on Promulgation of Legislative Documents No. 64/2025/QH15 (amended by Law No. 87/2025/QH15);

At the request of the Minister of Finance;

The Government of Vietnam promulgates a Decree on elaboration of some Articles and measures for organization, provision of guidelines for implementation of the Law on Corporate Income Tax.

Chapter I

GENERAL PROVISIONS

Article 1. Scope and regulated entities

1. Scope

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

b) Measures for organizing and directing the implementation of the Law on Corporate Income Tax, including: determination of assessable income; tax bases, tax calculation methods; rules and eligibility for corporate income tax (CIT) incentives; preferential tax rates; CIT exemption, CIT reduction; conditions for application of CIT incentives; contributions to science and technology development funds of enterprises, entry into force.

2. Regulated entities

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

Article 2. Taxpayers

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

a) Enterprises established and operating in accordance with the Law on Enterprises, the Law on Investment, the Law on Insurance Business, the Law on Securities, the Law on Petroleum, the Law on Commerce, International Agreements and provisions of other legislative documents;

b) Enterprises established under foreign laws (hereinafter referred to as "foreign enterprises") with or without Vietnam-based permanent establishments, including:

b1) Foreign enterprises that have permanent establishments in Vietnam and pay tax on taxable income generated in Vietnam and taxable income generated outside of Vietnam from the operations of such permanent establishments;

b2) Foreign enterprises that have permanent establishments in Vietnam and pay tax on taxable income that is generated in Vietnam but not related to the operations of such permanent establishments;

b3) Foreign enterprises without permanent establishments in Vietnam and pay tax on taxable income generated in Vietnam;

B4) Foreign enterprises that have permanent establishments in Vietnam (excluding the foreign enterprises specified in Point b1 and Point b2 of this Clause), provide goods and/or services in Vietnam in the form of e-commerce, digital platform-based business and pay tax on taxable income generated in Vietnam;

c) Public service providers established in accordance with the law of Vietnam;

d) Cooperatives, cooperative unions established in accordance with the Law on Cooperatives;

dd) Business organizations established and operating in accordance with the Law on Credit Institutions;

e) Organizations other than the organizations prescribed in Points a, b, c, d and dd of this Clause having production activities and/or business operations (hereinafter referred to as "business operations") and generating taxable income as prescribed in Article 3 of this Decree;

Enterprises that are established in accordance with the law of Vietnam as prescribed in this Clause and pay tax on taxable income generated in Vietnam and taxable income generated outside of Vietnam.

2. Organizations that are established and operating (or registered) in accordance with the law of Vietnam (including organizations managing e-commerce platforms, digital platforms) shall be taxpayers if they pay tax on behalf of the Vietnamese parties that purchase services (including purchase of services attached to goods, purchase of goods that are supplied or distributed in the form of in-country export/import or under Incoterms), engage in electronic commerce, digital platform-based business, receive capital under capital transfer contracts with foreign enterprises prescribed in Points b2, b3 and b4 Clause 1 of this Article; securities investment fund management companies shall act as taxpayers on behalf of investors when the securities investment funds pay dividends to investors as prescribed in Clause 3 Article 14, and pay tax on income from transfer or lease of real estate of real estate investment funds as prescribed in Clause 6 Article 15 of this Decree; in cases where the parties that receive capital transferred by the foreign enterprise is a foreign organization or individual, the taxpayer shall be the enterprise established in accordance with the law of Vietnam in which capital is invested by the foreign organization.

3. The permanent establishment of a foreign enterprise prescribed in Point b Clause 1 of this Article refers to any production or business facility through which the foreign enterprise conducts all or part of its business operations in Vietnam, including:

a) Branches, operating offices, factories, workshops, means of transport, oil fields, gas fields, mines or other natural resource extraction sites in Vietnam;

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

c) Service provision facilities, including services provided through employees or other organizations and individuals;

d) Agents of foreign enterprises;

dd) Representatives in Vietnam that are authorized to sign contracts on behalf of the foreign enterprise, or not authorized to sign contracts on behalf of the foreign enterprise but frequently deliver goods or provide services in Vietnam;

e) E-commerce platforms, digital platforms through which the foreign enterprise provides goods and/or services in Vietnam.

The Minister of Finance shall elaborate this Article.

Article 3. Taxable incomes

1. Incomes used for determination of taxable incomes include incomes from production and/or sale of the goods and services specified in Clause 2, and other income prescribed in Clause 3 of this Article.

2. Incomes from production and/or sale of the goods and services include:

a) Incomes of enterprises from registered business lines, including those prescribed in Clause 2 Article 3 of the Law on Corporate Income Tax;

b) Incomes from petroleum activities and other income directly related to petroleum activities generated during the tax period, determined according to separate petroleum agreements, international treaties and provisions of other legislative documents.

3. Other incomes include:

a) Incomes from transfer of capital, securities, rights to contribute capital prescribed in Article 13 and Article 14 of this Decree, excluding: revenues directly related to issuance of shares and dividends (except dividends of shares classified as liabilities), sale of treasury shares, repurchased shares and other revenues directly related to the increase or decrease in the enterprise's equity;

b) Income from real estate transfer prescribed in Articles 15, 16 and 17 of this Decree, except incomes from transfer of real estate of real estate enterprises;

c) Incomes from transfer of investment projects, incomes from transfer of rights to participate in investment projects, incomes from transfer of rights to exploration, extraction, processing of minerals as prescribed by law;

d) Income from rights to ownership, rights to enjoyment of assets, including royalties in any shape or form paid for the rights to ownership, rights to enjoyment of assets; incomes from intellectual property rights; incomes from technology transfer as prescribed by law.

The income from intellectual property rights or technology transfer equals (=) the total revenue minus (-) cost price or costs of create of the intellectual property rights or transferred technology, costs of maintenance, extension, revision, upgrade, development of the intellectual property rights or transferred technology, and other deductible expenses related to the intellectual property rights or technology transfer;

dd) Incomes from lease of assets (other than real estate) in any shape or form.

The income from lease of an asset equals (=) the revenue from lease of the asset minus (-) the following expenses: depreciation, costs of maintenance, repair of the assets, rent for the asset being sublet (if any) and other deductible expenses related to the lease of the asset;

e) Income from transfer or liquidation of assets (other than real estate).

The income from transfer or liquidation of an asset prescribed in this Point equals (=) the revenue from the transfer or liquidation of the asset minus (-) remaining value of the asset at the time of liquidation or transfer and other deductible expenses related to the transfer or liquidation of the asset;

g) Incomes from deposit interests, loan interest, sale of foreign currencies (except incomes from extend credit, depositing, trading foreign currencies of by credit institutions), including:

g1) Interest on deposits at credit institutions, loan interests in any shape or form as prescribed by law, including late payment interest, instalment interest, credit guarantee fees and other fees under the loan agreements;

g2) Incomes from selling foreign currencies equals (=) total revenue from selling foreign currencies minus (-) total buying price or cost price of the foreign currencies sold;

h) Incomes from exchange differences in the tax period include exchange differences resulting from reassessment of foreign currency‑denominated liabilities at the end of the tax period and exchange differences arise in the period. To be specific:

h1) Exchange differences arising in the period and exchange differences resulting from reassessment of debts payable in foreign currencies at the end of the tax period that are directly related to revenues, expenses of the enterprise's primary business operations shall be recorded as expenses or incomes from the enterprise's primary business operations. The exchange difference arising in the period and exchange differences resulting from reassessment of debts payable in foreign currencies at the end of the tax period that are not directly related to revenues, expenses of the enterprise's primary business operations shall be recorded as financial expenses if the exchange difference is a negative number (loss), recorded as other incomes upon determination of taxable income if the exchange difference is a positive number (profit);

h2) Exchange differences of foreign currency‑denominated items arising in the tax period to be recorded as incomes are the differences between the exchange rate at the time of arising of the foreign currency‑denominated items and the initially recorded exchange rate;

h3) Exchange differences prescribed in this Point do not include exchange difference resulting from reassessment of the closing balance at the end of the year of: cash, deposit, money being transferred, foreign currency‑denominated receivables;

i) Accrued expense that is not paid for or not completely paid for by the end of the period but is not recorded as a decrease in expense by the enterprise;

k) Collected bad debts; debts payable without identified creditors; omitted incomes from previous years’ business operation that are discovered afterwards;

l) Differences between collection of fines, compensations for breach of business contracts or rewards for excellent performance of contracts (excluding fines and compensations recorded as increases in values of works in the investment phase or recorded as decreases in goods and services purchased) and payment of fines (excluding fines for administrative violations prescribed by regulations of law on administrative penalties), payment of compensations payable for breach of business contracts shall be recorded as other income. If the difference is a negative number, it shall be deducted from other incomes. If no other incomes are generated in the year, the negative difference shall be deducted from incomes from business operations;

m) Donations, gifts in cash, in kind, in the form of free services or goods; incomes in cash, in kind, in the form of services from sources of donation (except direct assistance from state budget and Investment Support Fund established by the Government as prescribed in Clause 8 Article 4 of this Decree); incomes from marketing subsidies, cost subsidies, payment discounts, promotional rewards and other support amounts.

Values of incomes in kind, gifts in the form of free services or goods shall be equal to the value of identical or equivalent goods and services at the time of receipt;

n) Money, assets, other material interests received by the enterprise from other organizations and individuals under agreements or contracts in conformity with civil laws when the enterprise relocates its production or business facility and leaves the original land area minus (-) expenses such as relocation expenses (transport and installation expenses), remaining value of fixed assets and other expenses (if any);

o) Differences resulting from reassessment of assets as prescribed by law for capital contribution, full division, partial division, acquisition, consolidation, conversion of enterprises (except the cases specified in Clause 9 Article 4 of this Decree), which shall be specifically determined as follows:

o1) Increases or decreases in values resulting from reassessment of assets are the difference between the reassessed value and the remaining value of the asset written on the accounting book and recorded once as other incomes (in case of increases) or deducted from other incomes (in case of decreases) in the tax period upon determination of income subject to corporate income tax (hereinafter referred to as "taxable income") of the enterprise whose assets are reassessed upon capital contribution, full division, partial division, acquisition, consolidation, conversion;

o2) Increases or decreases in values resulting from reassessment of land use right (LUR) for capital contribution (where the enterprise that receives the LUR may gradually allocate the LUR value as deductible expenses), transfer upon capital contribution, full division, partial division, acquisition, consolidation, conversion; contribution of capital to projects for construction of houses or infrastructure for sale shall be recorded once as other incomes (in case of increases) or deducted from other incomes (in case of decreases) in the tax period upon determination of taxable income.

The increase resulting from assessment of LUR contributed to an enterprise as fixed assets serving the enterprise’s business operation which must not be depreciated or gradually allocated as deductible expenses by the transferee (the receiving enterprise) may be gradually aggregated with other incomes of the LUR transferor (the contributing enterprise) for up to 10 years from the year in which LUR is contributed as capital. The enterprise shall submit a notification of the number of years for allocation of LUR as other incomes when submitting the CIT settlement dossier for the first year in which this income is declared (the year in which the contributed LUR is reassessed).

In the cases where after capital contribution, the enterprise keeps transferring stakes in the form of LUR (including the case where capital is contributed before expiration of the 10-year period), the income from the transfer of stakes in the form of LUR shall be accounted for and declared as income from real estate transfer, which is taxable;

o3) The enterprise that receives assets contributed as capital or assets transferred upon full division, partial division, consolidation, acquisition or conversion of an enterprise may depreciate such assets or gradually allocate them as expense at the reassessed price (unless the LUR value is ineligible for depreciation or allocation as expenses as per regulations);

p) Income from business cooperation contracts (BCC), which equals (=) total revenue under the BCC minus (-) total costs of generation of such revenue.

p1) If the parties to a BCC distribute the revenue from sale of goods/services, the revenue as the basis for calculating tax (hereinafter referred to as "assessable revenue") shall be the revenue received by each party under the contract;

p2) If the parties to a BCC distribute the products, the assessable revenue shall be the revenue from the products received by each party under the contract;

p3) If the parties to a BCC distribute the pre-tax profit, they shall appoint one party to issue invoices, record revenues and expenses, and calculate pre-tax profit of the enterprise, which is divided among the parties to the BCC. Each party to the BCC shall pay their own CIT as per regulations;

p4) If the parties to a BCC distribute the profit after CIT, they shall appoint one party to issue invoices, record revenues and expenses, declare and pay CIT on behalf of the other parties;

q) Income from overseas business operation, which is income received before paying CIT (or a tax similar to CIT);

r) Income from selling scrap and refuse after deduction of collection and sales expenses, which is determined as follows:

r1) If the enterprise generates income from selling scrap and refuse produced in the process of manufacturing products eligible for CIT incentives or in an area eligible for CIT incentives , such income is also eligible for CIT incentives;

r2) If the enterprise generates income from selling scrap and refuse produced in the process of manufacturing products that are not eligible for CIT incentives, such income shall be recorded as other incomes.

s) Refunds of export or import duties on goods that have been actually exported or imported in the year in which CIT is settled may be recorded as a decrease in expenses in that year. Refunds of export or import duties on goods that have been actually exported or imported in the previous year shall be recorded as other income of the year in which such income is earned.

t) Income from contribution of capital, purchase of shares, domestic business cooperation distributed before CIT is paid;

u) In the cases where an enterprise admits a new capital contributor whose capital contribution exceeds the value of his/her stake in the enterprise's charter capital:

u1) If such positive difference is deemed to be owned by the enterprise and used to supplement the enterprise’s capital, it shall not be recorded as taxable income for calculating CIT payable by the receiving enterprise;

u2) If such positive difference is divided among the old contributors, it will be considered income of the old contributors;

v) Other incomes prescribed by law.

4. Taxable incomes generated in Vietnam by foreign enterprises prescribed in Point c and Point d Clause 2 Article 2 of the Law on Corporate Income Tax are incomes originated in Vietnam from provision of services, provision and distribution of goods (including provision of goods and services in the form of e-commerce, digital platform-based business), lending, payment of royalties to Vietnamese organizations and individuals or foreign organizations and individuals doing business in Vietnam, regardless of their business location; incomes from capital transfer (directly or indirectly), investment projects, rights to capital contribution, rights to participation in investment projects, rights to exploration, extraction, processing minerals in Vietnam, regardless of the place of transfer.

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

Article 4. CIT-exempt incomes

Incomes eligible for CIT exemption (CIT-exempt incomes) prescribed in Article 4 of the Law on Corporate Income Tax include:

1. Incomes from marine fisheries; incomes from crop production, forestry, husbandry, aquaculture production, processing of agriculture and aquaculture products (including purchase of agriculture and aquaculture products for processing, hiring processors, processing under contracts) in extremely disadvantaged areas; incomes of cooperatives, cooperative unions from crop production, cultivated forests, husbandry, aquaculture production, processing of agriculture and aquaculture products (including purchase of agriculture and aquaculture products for processing, hiring processors, processing under contracts), salt production.

a) Incomes of enterprises, cooperatives, cooperative unions from crop production, forestry, husbandry, aquaculture production that are exempt from CIT as prescribed in this Decree are incomes from products of enterprises, cooperatives, cooperative unions from their own processes of farming or production, including incomes from liquidation of products of crop production, forestry, husbandry, aquaculture production, incomes from sale of scrap and refuse related to the products of crop production, forestry, husbandry, aquaculture production (or products from their own crop production, forestry, husbandry, aquaculture production that are subsequently preprocessed).

Products of crop production, forestry, aquaculture production of enterprises, cooperatives and cooperative unions shall be identified according to Level 1 codes of Vietnam Standard Industry Classification.

b) In order for incomes from processed agriculture products or processed aquaculture products to be exempt from CIT, all of the following requirements must be satisfied:

b1) The ratio of value of raw materials that are agriculture products or aquaculture products to production cost is at least 30%.

Input materials for processing agriculture products or aquaculture products must be agriculture products or aquaculture products that have not been processed into other products or that have only been preprocessed (including by-products of processing);

b2) Processed agriculture products and processed aquaculture products are not subject to excise tax under the Law on Excise Tax.

Products that are fresh and subsequently frozen at -18 degree Celsius or colder, products that are cooked from fresh products, products that are processed from ingredients mixed with condiments and additives to create value-added products are also considered Processed agriculture products and processed aquaculture products. Enterprises shall separately account for income from processed agriculture products and processed aquaculture products in order to qualify for CIT exemption on such income.

c) The identification of preprocessed products prescribed in this Clause shall be carried out in accordance with the Government’s Decree No. 181/2025/ND-CP dated July 01, 2025 elaborating some Articles of the Law on Value-added Tax.

2. Incomes of cooperatives and cooperative unions operating in the field of agriculture, forestry, aquaculture, salt production in disadvantaged areas or extremely disadvantaged areas.

3. Incomes from provision of technical services directly serving agriculture, including: Incomes from irrigation, water drainage, flood drainage, flood prevention, tide surge preparation, salinity prevention, desalination, acid soil treatment, freshwater retention, land plowing and harrowing, dredging of in-field canals and ditches, pest control and disease prevention for crop and livestock; harvesting services.

The technical services prescribed in this Clause shall be identified according to Level 1 codes of Vietnam Standard Industry Classification.

4. Incomes from performance of contracts for scientific research, technological development and innovation, digital transformation; incomes from the sale of products resulting from new technologies applied in Vietnam for the first time; incomes from sale of trial products during trial production phase, including trial production conducted within regulatory sandboxes in accordance with legal regulations shall be exempt from tax for 03 years.

a) Incomes from performance of contracts for scientific research, technological development and innovation, digital transformation prescribed by regulations of law on science, technology and innovation, digital technology industry, and digital transformation shall be exempt from CIT for the duration of such contracts but not exceeding 03 years from the day on which income is generated by the performance of such contracts;

b) Incomes from sale of products resulting from new technologies applied in Vietnam for the first time shall be exempt from CIT for 03 years from the day on which income is generated by the sale of such products.

In order to be eligible for CIT exemption, the application of the new technology in Vietnam for the first time must be confirmed by a competent authority;

c) Incomes from sale of trial products during trial production phase, including trial production conducted within regulatory sandboxes as prescribed by regulations of law on science, technology and innovation shall be exempt from CIT for 03 years from the day on which income is generated by the sale of such trial products.

In order to be eligible for CIT exemption, the trial products must be confirmed by a competent authority.

5. Incomes from manufacture and/or sale of goods and/or services of an enterprise having an annual average workforce of 20 or more employees, at least 30% of whom are disabled people, rehabilitated drug abusers, HIV/AIDS patients who constitute, excluding enterprises operating in the field of finance or real estate business.

a) In order to qualify for tax exemption as prescribed in this Clause, enterprises must satisfy the following requirements:

a1) If the enterprise employs disabled people (including war invalids and sick soldiers) or HIV/AIDS patients, they must be confirmed by competent health authorities;

a2) If the enterprise employs rehabilitated drug abusers, they must have certificates of completion of rehabilitation issued by rehabilitation centers or relevant competent authorities.

b) The CIT-exempt incomes prescribed in this Clause do not include other incomes prescribed in Clause 3 Article 3 of this Decree.

6. Incomes from provision of vocational education, vocational training for ethnics, disabled people, disadvantaged children, ex-offenders. To be specific:

a) Vocational education institutions and vocational training institutions that are eligible for CIT exemption as prescribed in this Clause are institutions established in accordance with regulations of law on vocational education and vocational training, admit trainees who are ethnics, disabled people, disadvantaged children and ex-offenders;

b) If the vocational education institution or vocational training institution also provides vocational education or vocational training for other people, the CIT-exempt income shall be determined according to the ratio of the number of trainees who are ethnics, disabled people, disadvantaged children and ex-offenders to the total number of trainees.

7. Distributed incomes from capital contribution, share purchase, domestic business cooperation after the recipient of capital contribution, share issuer or business partner has paid tax in accordance with the Law on Corporate Income Tax, even if they are eligible for CIT incentives.

8. Donations to educational, cultural, artistic, charitable and other social activities in Vietnam; donations from enterprises that are not related parties, organizations and individuals in Vietnam and other countries for scientific research, technological development, innovation and digital transformation; direct assistance from state budget and Investment Support Fund established by the Government of Vietnam; compensations of the State as prescribed by law. For the purposes of this document, the term "donation" shall be used to refer to both voluntary contributions and sponsorships, regardless of whether such support is provided for marketing, promotional or purely charitable purposes.

a) Receiving organizations prescribed in this Clause must be established and operating in accordance with law.

Enterprises that are related parties shall be identified according to tax administration laws;

b) Donations to scientific research, technological development, innovation and digital transformation shall comply with regulations of law on science, technology and innovation, digital technology industry, and digital transformation;

c) Direct assistance from state budget is assistance provided by state budget at various levels in accordance with regulations of law on state budget;

d) Compensations of the State prescribed in this Clause shall be determined according to regulations of law on the State's responsibility for compensation and State compensations under other laws;

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

e) The cases where the donations and assistance prescribed in this Clause are not used by the receiving enterprises for their intended purposes, the enterprises shall have to pay tax arrears and incur penalties as prescribed by law.

9. Differences resulting from the reassessment of assets serving equitization or rearrangement of enterprises 100% charter capital of which is held by the State (hereinafter referred to as "wholly state-owned enterprises").

a) A wholly state-owned enterprise undergoes equitization or rearrangement as prescribed by regulations of law on management and investment of state capital in enterprises;

b) The differences resulting from the reassessment of assets prescribed in this Clause shall be recorded as increases in state capital in the enterprise;

c) The enterprise after equitization or rearrangement may depreciate or gradually allocate such differences as expenses at the reassessed value.

10. Incomes from initial transfer of Certified Emissions Reductions (CERs) or carbon credits of enterprises having such CERs or carbon credits; incomes from green bond interests; incomes from initial transfer of green bonds after issuance. To be specific:

a) Income from initial transfer of CERs and carbon credits prescribed in this Clause are incomes of enterprises to which such CERs and carbon credits are issued;

b) Incomes from initial transfer of green bonds after issuance prescribed in this Clause are incomes from transfer of green bonds directly purchased by the enterprise from the green bond issuers.

11. Incomes (including bank deposit interests, government bond interests, treasury bill interests) from performance of tasks assigned by the State in the following cases:

a) Incomes of the Vietnam Development Bank from credit extension for development investment and export, including: credit extension for development investment and export by the State; credit guarantees and other credit extension assigned by competent authorities of the State;

b) Incomes of Vietnam Bank for Social Policies from credit extensions to poor people and other eligible beneficiaries;

c) Incomes of Vietnam Asset Management Company (VAMC);

d) Incomes from revenue-generating activities of Vietnam Social Security Fund, Deposit Insurance of Vietnam, Medical Insurance Fund, Vocational Training Support Fund, Overseas Employment Support Fund, Farmer Support Fund, Vietnam Legal Aid Fund, Public Telecommunications Fund, Local Development Investment Funds, Vietnam Environmental Protection Fund, Credit Guarantee Fund for Small and Medium Enterprises (SMEs), Cooperative Development Support Fund, Support Fund for Poor Women, Fund for Protection of Overseas Vietnamese Nationals and Juridical Persons, Housing Development Fund, SME Development Fund, Science and Technology Development Funds of Ministries, ministerial agencies, governmental agencies, provinces and cities or Science, Technology and Innovation Funds of Ministries, ministerial agencies, governmental agencies, other central authorities and the People’s Committees of provinces, National Venture Capital Fund, Local Venture Capital Funds established in accordance with the Law on Science, Technology and Innovation, Capital Support Fund for Self-employment of the Poor, Land Development Fund, National Defense And Security Industry Fund, National Defense Diplomacy and Policy Fund, Investment Support Fund, Support Fund for Development of Law and Policies, other funds and organizations of the State that operate for non-profit purposes prescribed or decided by the Government or the Prime Minister of Vietnam.

CIT on incomes generated by the aforementioned Funds and organizations other than incomes from revenue-generating activities from performance of tasks assigned by the State must be declared and paid as prescribed.

12. Undistributed incomes of private establishments investing in education - training, healthcare and other fields in the public sector that are retained for investment in their own development; undistributed incomes constituting common funds, undistributed common assets of cooperatives and cooperative unions established and operating under the Law on Cooperatives.

a) In order for a private establishment investing in the public sector to be eligible for CIT exemption, the ratio of its undistributed income to assessable income must be at least 25%;

b) Private establishments investing in the public sector mentioned in this Clause include:

b1) Non-public establishments that are established and qualified for operation in the public sector under regulations of competent authorities;

b2) Enterprises that are established to operate in the public sector and qualified for operation in the public sector under regulations of competent authorities;

b3) Public service providers contributing capital, raising capital or engaging in business cooperation in establishing independent accounting units or enterprises operating in the public sector under decisions of competent authorities.

Private establishments investing in the public sector must satisfy the criteria and standards established by the Prime Minister;

c) If the undistributed income is distributed or spent improperly, CIT arrears shall be collected and penalties shall be imposed as prescribed by law.

13. Incomes from technology transfers in the prioritized fields to organizations or individuals in extremely disadvantaged areas.

a) Technology transfer prescribed in this Clause and Clause 3 Article 21 of this Decree shall be carried out in accordance with technology transfer laws and relevant laws;

b) Prioritized fields are technologies on the lists of technologies encouraged for transfer under technology transfer laws;

c) Extremely disadvantaged areas are prescribed in Point a Clause 3 Article 18 of this Decree.

14. Incomes of public service providers from provision of public services, including:

a) Fundamental and essential public services on the list of public services funded by state budget;

b) Public services whose prices are insufficient to cover the costs of provision and therefore require subsidization by the State;

c) Public services provided in extremely disadvantaged areas;

d) Public service providers prescribed in this Clause shall be organizations established under decisions of competent authorities;

dd) Fundamental and essential public services, public services requiring subsidization by the State prescribed in this Clause shall be determined in accordance with the Government’s Decree No. 60/2021/ND-CP dated June 21, 2021 on financial autonomy of public service providers (amended by the Government’s Decree No. 111/2025/ND-CP dated May 22, 2025).

Chapter II

BASIS AND METHODS OF TAX CALCULATION

Article 5. Basis of tax calculation

1. The basis of calculating tax shall be assessable income in the period and tax rate.

2. Tax periods shall be determined in accordance with Article 5 of the Law on Corporate Income Tax and tax administration laws.

Article 6. Taxable income and offsetting taxable income in the tax period

1. In the cases where an enterprise has multiple business operations in the tax period, taxable income from business operations shall be the total income of all business operations.

2. In cases where an enterprise incurs a loss on business operations, the loss may be offset against taxable income of profitable business operations chosen by the enterprise, except in the cases specified in Clause 3 and Clause 4 of this Article.

The remaining taxable income after offsetting shall apply the CIT rate applicable to profitable business operations.

3. In cases where the enterprise incurs a loss on transfer of real estate, investment projects, or rights to participate in investment projects, such loss must not be offset against taxable income from profitable business operations that are eligible for tax incentives.

4. Taxable income from transfer of investment projects for mineral exploration, extraction processing; transfer of rights to participate in investment projects for mineral exploration, extraction processing; transfer of rights to mineral exploration, extraction processing shall be separately determined for tax settlement purposes and must not be offset against income or loss on business operations in the same tax period.

Article 7. Loss determination and loss carry-forward

1. Loss incurred in a tax period means a negative difference in assessable income, excluding loss carried forward from previous years.

2. If an enterprise incurs a loss after settling tax, such loss shall be fully and continuously carried forward and offset against the succeeding years' taxable income. A loss may be carried forward for up to 05 consecutive years following the year in which it is incurred.

The enterprise shall temporary offset the loss against quarterly incomes of the year when calculating quarterly provisional tax, and officially carry forward such loss when preparing the annual tax settlement return. Some specific cases of loss carry-forward:

a) If the enterprise incurs losses in certain quarters of the same year, the loss incurred in a previous quarter may be offset against taxable income of the succeeding quarters of that same year. When settling CIT, the enterprise shall determine the annual loss and fully and continuously carry it forward to be offset against taxable income of the years following the year in which it is incurred;

b) The enterprise shall determine the loss to be offset against taxable income as prescribed in this Decree. If an additional loss is incurred while a previously incurred loss is being carried forward, the newly incurred loss (excluding any loss carried forward from a prior period) shall be fully carried forward for up to 05 consecutive years following the year in which such loss is incurred.

b1) If a competent authority, after inspecting the CIT settlement, finds that the loss eligible for carry-forward is different from the loss determined by the enterprise, the loss determined by the inspecting authority shall prevail and shall be fully carried-forward for up to 05 consecutive years following the year in which it is incurred;

b2) Any loss that remains after expiration of the 5-year period must not be offset against incomes earned in the subsequent years.

3. A loss on transfer of investment projects for mineral exploration, extraction processing; transfer of rights to participate in investment projects for mineral exploration, extraction processing; transfer of rights to mineral exploration, extraction processing may be carried-forward for up to 05 consecutive years following the year in which the loss is incurred to be offset against taxable income from the same operations.

4. In cases where an enterprise undergoes conversion, ownership transfer, acquisition, consolidation, full division or partial division after settling tax and incurs losses, such losses shall be monitored and arranged by year of incurrence and offset against income earned in the same year by the enterprise after the conversion, ownership transfer, acquisition or consolidation, or carried forward to the subsequent years after the conversion, ownership transfer, acquisition or consolidation, provided a loss is not carried forward for more than 05 consecutive years following the year in which it is incurred as prescribed in Clause 4 Article 25 of this Decree and the provisions of Clause 4 Article 25 of this Decree are complied with.

Any loss that is incurred by an enterprise before partial division or full division and remains eligible for carry-forward shall be allocated among the enterprises after the division process is complete according to the distribution ratio of charter capital.

Article 8. Revenues

Revenues for calculating taxable income are prescribed in Article 8 of the Law on Corporate Income Tax.

1. The revenue for calculating taxable income is the total sales, processing remuneration, service charges, including subsidies and surcharges to which the enterprise is entitled, regardless of whether the payment has been received or not.

a) If the enterprise declares pays value-added tax (VAT) using the credit-invoice method, the assessable revenue shall be exclusive of VAT.

b) If the enterprise declares and pays VAT directly on added value, the assessable revenue shall be inclusive of VAT.

2. Time for determining revenue is:

a) For goods sale: the time when the right to ownership and/or right to enjoyment of the goods is transferred to the buyer;

b) For service provision: the time when service provision is completed or part of service provision is completed except for the cases specified in Clause 3 of this Article;

c) The Minister of Finance shall specify the time for determining revenue in cases other than those prescribed in Point a and Point b of this Clause.

3. Revenue for calculating taxable income in some specific cases:

a) Revenue for calculating taxable income from processing goods shall be the amounts collected from the processing, including remuneration, cost of fuel, machinery, ancillary materials, and other costs of goods processing;

b) Revenue for calculating taxable income from selling goods/services paid by instalment or under a deferred payment plan shall be the lump sum payment, exclusive of any instalment interest or deferral interest;

c) Regarding goods sold at fixed prices for commissions under agent contracts:

c1) Revenue for calculating taxable income of the enterprise that delivers goods to agents (including multi-level marketing agents) shall be the total revenue from goods sale;

c2) Revenue for calculating taxable income of the enterprise acting as the agent and sells goods at fixed prices imposed by the principal to earn commissions shall be the commissions received under the agent contract;

d) For goods and services used for exchange or internal consumption (excluding the goods and services used for sustaining production and business operation), revenue for calculating taxable income shall be determined according to the selling prices of identical or equivalent products, goods or services on the market at the time of exchange or internal consumption;

dd) Revenue for calculating taxable income from lease of assets shall be the rents periodically paid by the lessee. If the lessee pays rent in advance for multiple years, the leasing enterprise (lessor) may, depending on its bookkeeping mode, actual invoices and determination of expenses, choose one of the following as revenue for calculating taxable income: (i) the annual rent, calculated by dividing the total advance payment by the number of years covered, or (ii) the entire rent for asset lease over the prepaid period.

In cases where the lessor's CIT incentive period has not expired and the lessor chooses to treat the entire rent for asset lease over the prepaid period as revenue for calculating taxable income, the CIT payable in each year/CIT incentive period shall be calculated by dividing the total CIT incurred over the prepaid period by the number of years covered;

e) For golf course business, revenue for calculating taxable income shall be the collected payments for selling memberships, golf tickets and other revenues collected over the tax period, which are calculated as follows:

e1) For daily sale of golf tickets and golf cards, the revenue for calculating taxable income of the golf course shall be the amounts collected from selling golf tickets, golf cards and other revenues collected over the tax period;

e2) For sale of prepaid tickets and memberships (for multiple years), the annual revenue for calculating taxable income shall be determined as either: (i) the total revenue collected from such sales, together with other revenues, divided by the number of years covered, or (ii) the entire revenue from lump sum payments;

g) In cases where the enterprise provides other services and receive advanced payments for multiple years, the revenue for calculating taxable income shall be the amounts paid annually by the buyers. If the buyers pay in advance for multiple years, the revenue for calculating taxable income shall be determined as either: (i) the total revenue divided by the number of years covered, or (ii) entire revenue from lump sum payments. If the enterprise's CIT incentive period has not expired, the amount of CIT eligible for incentives shall be calculated by dividing the total CIT payable of the prepaid period by the number of years covered;

h) For banking, securities (including derivatives) and insurance, the revenue for calculating taxable income shall be determined in accordance with regulations of law on financial regime of credit institutions and foreign bank branches, securities laws and insurance laws.

Revenue from provision of derivative financial services shall be determined in accordance with accounting laws and other relevant laws (if any);

i) Revenue for calculating taxable income from transport is the entire revenue from transport of passengers, goods, luggage generated over the tax period;

k) Revenue for calculating taxable income from construction and installation shall be the value of the works, work items or value of the construction or installation works accepted;

k1) If the construction/installation contract is inclusive of building materials, machinery and equipment, the revenue for calculating taxable income shall be inclusive of the value of building materials, machinery and equipment;

k2) If the construction/installation contract is exclusive of building materials, machinery and equipment, the revenue for calculating taxable income shall be exclusive of the value of building materials, machinery and equipment;

l) Revenue for calculating taxable income from business operations under a BCC shall be the revenue from sale of goods or enterprise under the contract;

l1) If the contracting parties distribute the revenue from sale of goods/services, assessable revenue shall be the revenue received by each party under the contract;

l2) If the contracting parties distribute the products, assessable revenue shall be the revenue from the products received by each party under the contract;

m) Revenue for calculating taxable income from exploration, survey and extraction of crude oil and natural gas shall be the entire value of the crude oil and natural gas sold at the delivery point specified in the petroleum contract, where the ownership of crude oil and natural gas is transferred between the contracting parties in an arm’s length transaction of the crude oil sales contract and natural gas sales contract during the tax period (exclusive of VAT).

m1) If crude oil is sold without an arm’s length transaction, the revenue from crude oil extraction shall be determined by multiplying the crude oil volume by the average selling price of the month in which crude oil of the same or similar type is sold on the international market. The taxpayer shall provide the tax authority with information about the composition and quality of the crude oil being extracted. Where necessary, the tax authority may refer the selling prices on the US market (WTI), the U.K. market (Brent) or the Singapore market (Plátt’s), or seek advice from competent authorities regarding the pricing of crude oil being extracted by the taxpayer;

m2) Arm's length transactions shall be conducted in accordance with by petroleum laws;

n) Revenue for calculating taxable income gambling business (casino, prize-winning electronic games, betting) shall be the revenue from such business inclusive of excise tax and exclusive of the value of prizes awarded to winners;

o) The Minister of Finance shall provide guidelines for determination of revenues for calculating taxable income in other cases.

Article 9. Deductible expenses

1. Except the non-deductible expenses prescribed in Article 10 of this Decree, the following expenses shall be deductible if the requirements in Points a, b and c below are fully satisfied:

a) The expenses are related to business operations of the enterprise and are actually incurred, including additional deductible expenses expressed as a percentage of the actual expenses incurred during the tax period related to the enterprise’s research and development (R&D) activities (hereinafter referred to as "R&D expenses");

a1) Additional deductible R&D expenses shall not exceed 200% of the expenses for these R&D activities (excluding the expenses prescribed in Clause 3 Article 10 of this Decree) actually incurred by the enterprise during the tax period;

a2) The determination of additional deductible R&D expenses prescribed in this Point shall ensure that the enterprise does not incur a loss upon application of such deductible expenses;

a3) The additional deductible R&D expenses prescribed in this Point shall be determined in accordance with regulations of law on science, technology and innovation;

b) There are adequate and valid invoices and proofs of payment for the expenses as prescribed by law.

Proof of payment or invoices prescribed by accounting laws (cashless payment is required if the daily value of purchases of each household or individual is 05 million VND or higher) and the list of goods/services purchased signed by the enterprise's legal representative or authorized representative are required in the following cases: Purchase of agriculture, forestry, aquaculture products directly sold by the farmers/foresters/fishermen; purchase of handicraft products made of dried jute, sedge, leaves, rattan, bamboo, straw, coconut shells, or aquaculture by-products directly sold by their makers; purchase of scrap directly from waste collector; purchase of household effects directly from households and individuals (other than the aforementioned items) with a revenue below the VAT-imposition threshold.

c) Proofs of cashless payment is required for any individual purchase of goods/services or payment of 05 million VND or above. Proofs of cashless payment shall comply with provisions of legislative documents on VAT.

c1) If goods/services are purchased from the same seller multiple times in a day, each purchase is below 05 million VND but the total value of these purchases equals or exceeds 05 million VND, the expense shall only be deductible if there are proofs of cashless payment;

c2) In cases where the enterprise authorizes/assigns an employee to purchase goods/services serving its business operations, the value of the purchase equals or exceeds 05 million VND, with payment made by the employee using a cashless payment service, such purchase may be recorded as a deductible expense if the following requirements are fully satisfied: (i) there are invoices and proofs of payment as prescribed by regulations of law on accounting and invoicing; (ii) the enterprise has financial regulations, internal regulations, a decision on authorizing or permitting its employees to pay for purchases of goods and services serving the enterprise's business operations and subsequently receive reimbursements from the enterprise;

c3) If the value of an individual purchase equals or exceeds 05 million VND and but payment has not been made by the enterprise when expenses are recorded, the enterprise may record such expense as deductible. The value of any purchase without proofs of cashless payment shall be excluded from expenses in the same tax period when cash payment is made (even if the tax authority and other authorities have issued a decision on tax audit or tax inspection of the tax period in which such expense is incurred).

2. The following expenses may be recorded as deductible if they fully satisfy the requirements in Point b and Point c Clause 1 of this Article:

a) Expenses for performance of duties pertaining to security and defense education, training, activities of militia forces, and other defense and security duties as prescribed by law;

b) Financial support for operation of enterprises' internal Communist Party organizations and social-political organizations;

c) Expenses for vocational education, vocational training for employees, including: Payments for teachers, learning materials, equipment serving vocational education, materials for practicing, and other aid for learners; costs of provision of training by the enterprise for its employees; costs of training, re-training, refresher training for employees working at the enterprise.

Details about education, training, re-training, refresher training for employees prescribed in this Point shall be included in one of the following documents: Employment contracts, collective bargaining agreement, the enterprise's financial regulations;

d) Actual expenses for HIV/AIDS prevention at the workplace, including: costs of provision of training in HIV/AIDS prevention for employees, activities to raise employees’ awareness of HIV/AIDS prevention, fees for HIV consultation, examination and testing, and support for employees who are HIV sufferers;

dd) Donations to education, healthcare, culture, natural disaster management and recovery, epidemic prevention and control, construction of houses for the poor and eligible beneficiaries; donations prescribed by the Government and the Prime Minister for extremely disadvantaged areas; donations to scientific research, technological development, innovation, digital transformation.

dd1) Donations in cash or in kind for education as prescribed in this Point include: donations to public schools and private schools of the national education system as prescribed by education laws, provided such donations are not meant to contribute capital or buy shares of these schools; contribution of physical facilities and equipment serving teaching and learning in schools; donations to recurrent operations of schools; donations to students of compulsory education institutions, vocational education institutions and higher education institutions prescribed in the Law on Education (direct donations to students, donations provided via educational institutions or organizations permitted to raise donations as prescribed by law); donations to competitions in the schools subjects participated by learners; donations to establishment of scholarship funds as prescribed by education laws;

dd2) Donations in cash or in kind for healthcare as prescribed in this Point include: Donations to health facilities established in accordance with healthcare laws, provided these donations are not meant to contribute capital or buy shares of such health facilities; donation of medical devices and medicines; donations to recurrent operations of organizations licensed for medical examination and treatment as prescribed by law; donations to patients via an agency or organization permitted to raise donations as prescribed by law;

dd3) Donations in cash or in kind for culture as prescribed in this Point include: Donations to museums and libraries established in accordance with culture laws, provided these donations are not meant to contribute capital or buy shares of such museums and libraries; direct donations to recurrent operations of the Cultural Heritage Preservation Fund; donations to museums, libraries and the Cultural Heritage Preservation Fund via an agency or organization permitted to raise donations as prescribed by law;

dd4) Donations in cash or in kind for natural disaster management and recovery, epidemic prevention and control as prescribed in this Point include: donations to natural disaster management and recovery, epidemic prevention and control directly provided for organizations established and operating under the law; donations to victims via an agency or organization permitted to raise donations as prescribed by law;

dd5) Donations in cash or in kind for construction of houses for the poor and eligible beneficiaries prescribed in this Point include: Donations provide directly or via an agency or organization permitted to raise donations as prescribed by law.

Eligible beneficiaries prescribed in this Clause include: revolutionary contributors defined by regulations of law on revolutionary contributors; social protection beneficiaries who receive allowances from state budget; members of poor and near-poor households, and other cases as prescribed by law;

dd6) Donations in cash or in kind under regulations of the Government or decisions of the Prime Minister for extremely disadvantaged areas are programs to be implemented in extremely disadvantaged areas as prescribed by the Government or the Prime Minister (including donations from enterprises for construction of infrastructure in extremely disadvantaged areas under Schemes approved by competent authorities).

dd7) Donation in cash or in kind for scientific research, technological development, innovation and digital transformation for organizations and individuals. The beneficiaries prescribed in this Point shall comply with regulations of law on science, technology, innovation, and digital transformation;

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

Expenses for scientific research, technological development, innovation and digital transformation prescribed in this Point shall be determined in accordance with regulations of law on science, technology, innovation, and digital transformation;

g) Uninsured damage caused by natural disasters, epidemics and other force majeure events.

g1) Uninsured damage is defined as the total damage minus the portion of damage covered by insurance or compensated by another organization or individual as prescribed by law;

g2) If the compensation received by the enterprise differs from the value of the damage suffered and the enterprise has not deducted such compensation from the value of the damage, it shall be recorded as other income in the period in which it is received;

g3) The identification of other force majeure events as the basis for determination of deductible damage as prescribed in this Point, including natural disasters, fires, accidents and other events, shall be carried out in accordance with tax administration laws;

h) Actual payments for people seconded to participate in administration, management, control of credit institutions put under special control and commercial banks compulsorily transferred under the Law on Credit Institutions;

i) Certain expenses that are meant to serve the enterprise's business operations but do not correspond with revenue generated in the period, including:

i1) Costs of the enterprise's participation in bidding but the contract is not awarded to the enterprise;

i2) Costs of market survey, research serving production of new products or services, investments in projects for development of new products or services that are eventually unsuccessful or discontinued.

The enterprise may record the expenses prescribed in this Point as deductible when the report on market survey or new product/service research is sent to the relevant authority as prescribed by relevant laws. If submission of such report is not required by relevant laws, the report shall be retained by the enterprise;

i3) Land rent, costs of management and maintenance of infrastructure paid to infrastructure-operating enterprises in economic zones, hi-tech zones, hi-tech agriculture zones, concentrated digital technology zones, industrial zones, industrial complexes, land rents paid to the State for lease of land from the State, provided such land and infrastructure are the enterprise's production or business location if they have not been used for the enterprise's business operations;

i4) Depreciation of assets for lease during periods when they are not leased.

The enterprise may record expenses related to assets for lease as deductible during the periods when they are not leased, provided the enterprise holds lawful ownership or enjoyment rights to such assets;

i5) Costs of establishment of the enterprise or the enterprise's branches, dependent units, or business locations; costs of resumption of business operations after a suspension period (except investments in construction of fixed assets); costs of premises restoration under contracts before termination of the enterprise's business operations or closure of the enterprise's branch, dependent unit, or business location;

i6) Costs of introduction/marketing or products or services before sale.

The enterprise may record the expenses prescribed in this Point as deductible when the report on investment guidelines for production of products or services is sent to the relevant authority as prescribed by relevant laws. If submission of such report is not required by relevant laws, the report shall be retained by the enterprise;

i7) Costs of destruction of goods in inventory that are damaged due to natural bio-chemical processes, old-fashioned, technologically obsolete, outdated, expired goods, unusable goods, goods no longer qualified for sale on the market under relevant laws; costs of destruction of raw materials, supplies and components that are no longer necessary. The costs of goods destruction prescribed in this Point include the value of the goods being destroyed at their cost prices (except provisions made as per regulations (if any) and costs related to the goods destruction activities);

i8) Costs of destruction of damaged and unusable goods, including their carrying amounts and costs of goods destruction activities;

i9) Costs of destruction of scrap and refuse produced during manufacture or processing.

The enterprise shall fully retain and provide documents related to the costs prescribed in Point I of this Clause to serve audit and inspection as prescribed by law;

k) Financial support construction of public works that concurrently serve the enterprise's business operations.

Public works mentioned in this Point shall be identified in accordance with Point 2 Section I, Section III and Section IV of Appendix I of the Government’s Decree No. 06/2021/ND-CP dated January 26, 2021 elaborating regulations on quality control, execution and maintenance of construction works;

l) Costs of reduction of greenhouse gas emissions aiming at carbon neutrality and net zero (0), mitigating environmental pollution, while also associated with the enterprise's business operations;

m) Contributions to Funds established under decisions of the Prime Minister and regulations of the Government, including: Public Telecommunications Fund; Tobacco Harm Prevention Fun; Vietnam Environment Protection Fund and other Funds established under decisions of the Prime Minister and regulations of the Government. Contributions to these Funds recorded as deductible expenses are mandatory contributions of enterprises as per regulations.

Article 10. Non-deductible expenses

Non-deductible expenses are prescribed in Clause 2 Article 9 of the Law on Corporate Income Tax. To be specific:

1. Expenses that do fully satisfy the requirements specified in Clause 1 Article 9 of this Decree.

2. Payment of fines for administrative violations, including: traffic offenses, violations against regulations on business registration, violations against regulations statistical accounting, violations against regulations of law on taxation, including late payment interest prescribed by the Law on Tax administration, and fines for other administrative violations prescribed by law.

3. Expenses covered by other funding sources; expenses covered by the enterprise’s science and technology development fund, the enterprise's science and technology development, innovation and digital transformation fund.

4. The following expenses exceeding prescribed limits:

a) Administrative expense allocated by the foreign enterprise to its permanent establishment in Vietnam beyond the limit calculated using the formula below:

b) Expenses related to hiring of managers of prize-winning electronic games or casino business in excess to 4% of the revenue from prize-winning electronic games or casino business;

c) Interest expenses of enterprises having related-party transactions as prescribed by regulations of law on tax administration of enterprises having related-party transactions;

d) Expenses that are direct welfare benefits for employees exceeding the practical average monthly salary in the tax year, including: expenses for funerals and weddings of employees and their families; vacation costs; financial support for medical examination and treatment; financial support for knowledge expansion at educational institutions or vocational training institutions; financial support for employees’ families affected by natural disasters, epidemics, accidents, or illness; rewards for employees’ children with outstanding academic achievements; travel subsidies for employees during public holidays; payment of accident insurance premiums (excluding compulsory accident insurance prescribed by relevant laws), private health insurance and other voluntary insurance for employees (except contributions to supplemental retirement insurance under the Law on Social Insurance, expenses for purchasing life insurance and voluntary retirement insurance as prescribed in point dd of this clause), and other welfare-related expenses. To be specific:

d1) The actual average monthly salary in the tax year shall be calculated by dividing the annual payroll expense in the year by 12 months. In cases where the enterprise has been operating for less than 12 months, the actual average monthly salary in the tax year shall be calculated by dividing the annual payroll expense by the number of operating months;

d2) Annual payroll expense is the total salaries paid in the tax settlement year by the deadline for submitting the annual tax settlement dossier (excluding the previous year’s provision for salary funds that is spent in the tax settlement year);

dd) Any payment in excess to 05 million VND per month per person for participation in supplemental retirement insurance under the Law on Social Insurance or contribution to funds of a social welfare nature, purchase of voluntary retirement insurance or life insurance for employees. Any payment exceeding the limits prescribed by regulations of law on social insurance and health insurance to funds of a social welfare nature (social insurance, compulsory supplemental retirement insurance), Health Insurance Fund and Unemployment Insurance Fund for employees. To be specific:

dd1) Contributions to supplemental retirement insurance under the Law on Social Insurance or funds of a social welfare nature, purchases of voluntary retirement insurance or life insurance for employees may be recorded as deductible expenses only if they (i) do not exceed the limits prescribed in this Point, and (ii) the claim conditions and payout levels are clearly stated in one of the following documents: the employment contract; collective bargaining agreement; the financial regulations of the Company, Corporation, or Group; or the Bonus Regulations issued by the President of the Board of Directors, General Director, or Director in accordance with the financial regulations of the Company, Corporation, or Group;

dd2) The payments for participation in supplemental retirement insurance under the Law on Social Insurance or contributions to funds of a social welfare nature, purchases of voluntary retirement insurance or life insurance for employees shall not be recorded as expenses if the enterprise fails to fulfill its obligation to buy compulsory insurance for employees (including cases of outstanding compulsory insurance premiums).

5. Provisions made and used against regulations of law on making provisions: provision for inventory devaluation, provision for loss on financial investments, provision for doubtful debts, provision for warranty of products, goods, installations, and provision for vocational risks of enterprises providing valuation services or independent audit services.

6. Depreciation of fixed assets in any of the following cases:

a) Depreciation of fixed assets that are not used for production or sale of goods or services.

Depreciation of fixed assets serving employees at the enterprise, including: recreation room, canteen, locker room, bathroom, clinic, vocational training facility, library, kindergarten, sports facilities, furniture, and equipment therein that are classified as fixed assets; clean water reservoir, parking lot, employee shuttle, employees’ housing; expenditures on development of infrastructure, purchase of machinery and equipment that are fixed assets serving vocational education, and assets directly serving employees in the enterprise may be depreciated and recorded as deductible expenses;

b) Depreciation of fixed assets without documentary evidence of the enterprise's ownership (except fixed assets under a finance lease contract);

c) Depreciation of fixed assets that is not monitored and recorded in the enterprise's accounting books in accordance with applicable regulations on accounting and management of fixed assets;

d) Depreciation amounts that are incorrect or exceed the limits specified in applicable regulations of the Minister of Finance on management, use and depreciation of fixed assets. To be specific:

d1) The enterprise shall depreciate its fixed assets in accordance with applicable regulations of the Ministry of Finance on management, use and depreciation of fixed assets, including quick depreciation, provided profitability is maintained;

d2) Costs of purchase of assets that are instruments, tools, circulated packages that are not qualified as fixed assets (including instruments, tools, circulated packages not qualified as fixed assets serving employees as prescribed in Point a of this Clause) shall be gradually allocated to operating expenses for up to 03 years;

dd) Depreciation of fixed assets that have been fully depreciated, except fixed assets permitted for re-assessment by competent authorities;

e) Some specific cases of non-deductible depreciation:

e1) The following amounts shall not be recorded as deductible expenses: The portion of depreciation of the historical cost in excess of 1,6 billion VND per automobile for the transport of up to 9 persons (except for automobiles used for passenger transport services, tourism, or hotel business; automobiles used for display and test drive by car dealers); depreciation of fixed assets being aircrafts, helicopters, gliders, yachts not used for passenger transport services, cargo transport services, tourism, or hotel business. In cases where the enterprise transfers or liquidates a automobile for the transport of up to 9 persons, its residual value shall be its historical cost minus (-) its accumulated depreciation by the time of transfer or liquidation according to regulations on management, use and depreciation of fixed assets.

An automobile for the transport of up to 9 persons used for passenger transport services, tourism, or hotel business means an automobile registered under the name of an enterprise whose Enterprise Registration Certificate or Business Registration Certificate covers passenger transport services, tourism, or hotel business, and has been licensed in accordance with legislative documents on transport, tourism or hotel business. Aircrafts, helicopters, gliders, yachts not used for cargo transport services, passenger/tourist transport services are aircrafts, helicopters, gliders, yachts registered and depreciated by the enterprise whose Enterprise Registration Certificate or Business Registration Certificate does not cover cargo transport, passenger transport, tourism or hotel business;

e2) For works on land used for both business operations and other purposes, depreciation of the value of works on the area of land not used for business operations or not serving employees at the enterprise as prescribed in Point a of this Clause shall not be recorded as deductible expense.

Depreciation of works on land such as office buildings, factories, and stores serving the enterprise’s business operation may be recorded as deductible expense in accordance with regulations of the Ministry of Finance if the following requirements are satisfied: The enterprise is the holder of land use right (LUR) certificates (if the land is owned by the enterprise) or contracts for lease or lending of land between the enterprise and the land owner, in which case the enterprise's representative shall be legally responsible for the accuracy of such contracts (if the land is leased or borrowed); there are invoices for payment of completed construction works enclosed with the construction contract and the records on contract finalization (if any), construction value settlement bearing the enterprise's name, address and TIN; the works on land a managed and accounted for in accordance with applicable regulations on management of fixed assets;

e3) In cases where the use of fixed assets owned by an enterprise for its business operation has to be suspended for less than 09 months because of seasonal manufacture, or for less than 12 months for repair, relocation, periodic maintenance, and the use of such fixed assets for business operations is resumed thereafter, the enterprise may depreciate these fixed assets during the suspension period and such depreciation may be recorded as deductible expenses.

The enterprise must retain and present adequate documents and provide explanation for suspending the use of fixed assets at the request of tax authorities;

e4) Long-term LUR shall not be depreciated and recorded as deductible expenses. Limited-term LUR may be gradually allocated to deductible expenses over the period written on LUR certificate or the land lease term written on the land allocation/land lease contract (including construction of new works, suspension for repair or construction), provided there are adequate invoices and proofs of payment, regulations of law are complied with, and the land is actually used for the enterprise's business operations.

In cases where an enterprise purchases a tangible fixed asset that is a building or architectural structure associated with long-term LUR, the LUR value must be separated and recorded as an intangible fixed asset; if the tangible fixed asset is a house or architectural structure, its historical cost shall be the buying price plus the direct costs of putting it into use. The LUR value shall be that written on the real estate (asset) sales contract, consistent with market prices but not lower than the land price on the land price list issued by the People’s Committee of the province or centrally affiliated city (hereinafter referred to as "city") applicable at the time of purchase. In cases where the enterprise purchases a tangible fixed asset that is a building or architectural structure associated with long-term LUR without being able to separate the LUR value, the LUR value shall be determined according to the land price on the land price list issued by the People’s Committee of the province or city at the time of purchase.

In cases where the enterprise transfers part of its capital or transfers the entirety of another enterprise as prescribed by law, and also transfer assets, the receiving enterprise (transferee) may record depreciation of fixed asset qualified for depreciation as deductible expenses at their carrying amounts recorded in the accounting books of the transferring enterprise (transferor).

7. Periodic accrued expenses that are not paid or fully paid at the end of the period. To be specific:

a) Accrued expenses include: Accrued expenses for major repairs of fixed assets under accounting laws; accrued expenses for fulfillment of contractual obligations to the services for which revenue has been recorded in advance (including payments for leases of assets and provision of services that have been collected in advanced for multiple years and recorded as revenue of the year in which they are collected), and other accrued expenses;

In cases where the enterprise has business operations for which assessable revenue has been recorded for calculating CIT without incurring all of the expenses, the accrued expenses may be recorded as deductible expense in proportion to the revenue recorded when calculating taxable income. Upon the end of the contract, the enterprise shall calculate the exact expense incurred according to lawful invoices and proofs of payment in order to record an increase in expense (if the actual expense incurred is greater than the accrued expense) or record a decrease in expense (if the actual expense incurred is smaller than the accrued expense) in the tax period in which the contract ends.

8. Payments for employees in any of the following cases:

a) Salaries, remunerations and other amounts payable to employees that have been recorded as operating expenses in the period but are not actually paid or do not have proofs of payment as prescribed by law;

b) Salaries, remunerations, bonuses, purchase of life insurance for employees for which eligibility conditions and rates that are not specified in one of the following documents: employment contract, a document issued by the foreign enterprise assigning an employee to work in Vietnam (for foreigners reassigned or transferred within a corporate group, between a parent company and subsidiaries); collective bargaining agreement, financial regulations of the Company, Corporation, or Group; reward scheme issued by the President of the Board of Directors, General Director, or Director in accordance with the financial regulations of the Company, Corporation, or Group.

b1) In cases where the employment contract between the enterprise and the foreign employee stipulates that education expense of his/her children in Vietnam from preschool to high school is covered by the enterprise as part of the salary and there are adequate invoices and proofs of payment as per regulations, such education expense may be recorded as deductible expense;

b2) In cases where the employment contract between the enterprise and the employee stipulates that the employee’s housing expense is covered by the enterprise as part of the salary and there are adequate invoices and proofs of payment as per regulations, such housing expense may be recorded as deductible expense;

b3) In cases where a Vietnamese enterprise signs a contract with a foreign enterprise which stipulates that the Vietnamese enterprise must pay the costs of accommodation of foreign experts during their working period in Vietnam, the house rent paid for foreign experts working in Vietnam by the Vietnamese enterprise may be recorded as deductible expense;

c) Salaries, remuneration and allowances that are payable to employees but have not been paid by the deadline for submission of the annual tax settlement dossier, unless the enterprise has made a provision for payroll expenses, which shall be decided by the enterprise but not exceeding 17% of the actual payroll expenses.

The enterprise must ensure that it does not incur a loss after making the provision. Otherwise, the provision must be smaller than 17%. If the enterprise's provision for payroll expenses made in the previous year is not used or fully used after 6 months from the end of the tax period, it shall be recorded as a decrease in the next year's expense;

d) Salaries and remunerations of the owner of a sole proprietorship, single-member limited liability company owned by an individual; remunerations of founders, members of the Board of members or the Executive Board who do not directly participate in business administration;

dd) Workplace clothing expenses in kind without invoices and proofs of payment. Workplace clothing expenses in cash exceeding 05 million per person per year.

In cases where the enterprise has both workplace clothing expenses in cash and in kind, the expenses in cash must not exceed VND 05 million per person per year and the expenses in kind must have invoices and proofs of payment in order to be deductible;

e) Rewards for initiatives and innovations without specific regulations of the enterprise or without assessment by a council;

g) Leave travel allowances for employees paid against provisions of the Labor Code;

h) Business trip allowances, travel expenses and temporary accommodation expenses of employees on business trips shall be deductible if supported by adequate invoices and proofs of payment. In cases where the enterprise sends an employee on a business trip (whether in Vietnam or overseas), every expense of 05 million VND or more paid by the employee using cashless payment services shall be considered the enterprise's cashless payment and may be recorded as deductible expense if the following requirements are fully satisfied: There are invoices and proofs of payment provided by the suppliers of goods and services in accordance with regulations of law on accounting and invoicing; the enterprise has a written document on assigning the employee to the business trip; the enterprise's financial regulations or internal regulations allow employees to pay for business trip expenses and travel expenses using cashless payment and be subsequently reimbursed by the enterprise.

In the cases where an enterprise pays fixed amounts for the travel, accommodation, and allowances to employees on business trips in accordance with its financial regulations or internal regulations, such amounts may be recorded as deductible expenses;

i) The deductible expenses that are not spent for intended purposes:

i1) Additional expenses for female employees, including: Expenses for vocational re-training for female employees when their current jobs are no longer suitable and have to be changed according to the enterprise's development planning, including tuition (if any) plus pay grade/pay step difference (the trainees must receive 100% of their salaries); salaries and allowances (if any) for teachers at kindergartens organized and managed by the enterprise; expenses for additional health check-up in the year such as examination for occupational diseases, chronic diseases, gynecological diseases for female employees; extra pay for female employees after childbirth; overtime allowances for female employees who do not take maternity leave or breastfeeding leave after childbirth due to objective reasons, which shall be paid according to applicable regulations, including piece-rates;

i2) Extra pay for employees being ethnics, which is deductible: tuition fee (if any) plus pay grade/pay step difference (the trainees must receive 100% of their salaries); allowances for housing, social insurance, health insurance if such amounts are not covered by the State as per regulations;

k) Redundancy pay, severance pay, compensation and benefits for employees who have occupational accidents or occupational diseases that are provided for employees against regulations;

l) Payments for golf memberships and golf playing expenses.

9. Interest expenses corresponding to the charter capital (or invested capital in case of sole proprietorships) deficit according to the capital contribution schedule specified in the enterprise's charter, provided capital is not contributed beyond the time limit for capital contribution specified in the Law on Enterprises, even if the enterprise is already in operation; interest expenses during the investment stage that has been recorded as values of assets or investment works.

a) If the enterprise has contributed sufficient charter capital and, during its business operations, pays interests on a loan taken to make investment in another enterprise, such payment may be recorded as deductible expense;

b) Determination of non-deductible interest expenses corresponding to the charter capital in deficit according to the capital contribution schedule, provided capital is not contributed beyond the time limit for capital contribution specified in the Law on Enterprises:

b1) If the loan is smaller than or equal to the charter capital deficit, the entire loan interest shall be non-deductible;

b2) In case the loan is greater than the charter capital deficit according to the capital contribution schedule: If the enterprise has multiple loans, the non-deductible interest expense shall be the ratio (%) of charter capital deficit to total loans multiplied by (x) total loan interests; If the enterprise has only one loan, non-deductible interest expense shall equal (=) the charter capital deficit multiplied by (x) loan interest rate multiplied by (x) time for contributing the charter capital in deficit.

10. Expense for payment of interests on loans serving business operations taken from entities other than credit institutions which exceeds the limit specified in the Civil Code.

11. Recoverable expenses under approved petroleum contracts. If the petroleum contract does not specify the recovery rate, the portion of expense in excess to 35% shall not be recorded as deductible expense. The following expenses shall not be recorded as recoverable expenses:

a) The expenses specified in Article 10 of this Decree;

b) Expenses incurred before the petroleum contract takes effect, unless otherwise agreed in the contract or decided by the Prime Minister;

c) Petroleum commissions and other expenses not recorded as recoverable expenses under the contract;

d) Payment of interests on investments in exploration, prospecting, field development and petroleum extraction;

dd) Fines and damages;

e) Other expenses not recorded as recoverable expenses under the Law on Petroleum, the petroleum contract, expenses exceeding the retention rate under International Agreements.

The Minister of Finance shall elaborate this Clause.

12. Input VAT that has been deducted or refunded; VAT paid using the credit-invoice method; input VAT on fixed assets being automobiles cars for the transport of up to 9 persons that exceeds the deductible limit prescribed in legislative documents on VAT; CIT other than CIT paid by the enterprise on behalf of a foreign enterprise under the contract with such foreign enterprise which stipulates that the revenue earned by the foreign enterprise is exclusive of CIT; personal income tax, unless the employment contract states that the employee’s salary or remuneration is exclusive of personal income tax; late payment interest prescribed by tax administration laws.

The portion of VAT paid using the credit-invoice method as prescribed in this Point does not include the portion of output VAT on goods given away free of charge under VAT laws serving the enterprise's business operations; the portion of VAT payable on goods and services used as contributions as prescribed in Point dd Clause 2 Article 9 of this Decree; the portion of VAT on input goods and services directly related to the enterprise's business operations that has not been fully deducted but also not eligible for refund. Input VAT that has been recorded as deductible expense shall not be offset against output VAT.

13. Contributions to establish superior entities' management budgets; contributions to Associations established under Decree No. 126/2024/ND-CP beyond the limits imposed by such Associations.

14. Payments for electricity and water supply under contracts between organizations, households or individuals who lease out the business premises and the electricity and water suppliers without proofs of payment in any of the following cases:

a) The enterprise takes out a lease of the business premises and directly pays for electricity and water supply to the suppliers without invoices for such payments and the lease contract;

b) The enterprise takes out a lease of the business premises and pays for electricity and water supply to the lessor without proofs of payment to the lessor that match the electricity and water consumption and the lease contract.

15. Fixed asset rental expenses in excess of the amount allocated according to the number of years for which the lessee has prepaid.

a) If the lease contract stipulates that the lessee is responsible for repairing, upgrading the leased assets during the lease period, such repair and upgrade costs may be recorded as expenses or gradually allocated to expenses for up to 03 years;

b) Costs of acquisition of assets other than fixed assets such as: Expenses for purchase and use of technical documents, patents, technology transfer licenses, trademarks, goodwill, rights to use trademarks, these expenses may be gradually allocated as business expenses for up to 03 years;

c) In cases where the enterprise contributes capital in the form of goodwill or rights to use trademarks, the values of goodwill or rights to use trademarks contributed as capital shall not be recorded as deductible expenses.

16. Loss on exchange difference due to reassessment of foreign currency-denominated items at the end of the tax period, including exchange difference due to reassessment of year-end balance, including: cash, deposits, money in transit, foreign currency-denominated receivables (except for loss on exchange difference due to reassessment of foreign currency-denominated liabilities at the end of the tax period).

a) During the business operation stage, including investment in acquisition of fixed assets of an enterprise in operation, exchange differences arising from transactions in foreign currencies of foreign currency-denominated items shall be recorded as revenue from financial activities or financial expenses in the tax period;

b) With regard to foreign currency-denominated debts receivable, loans receivable, cash, deposits, money in transit arising in the period, deductible exchange difference shall be the difference between the exchange rate at the time of occurrence and the exchange rate at the time of initial recognition of these items.

17. Contributions, donations to local governments; donations to associations, social organizations; charitable expenses, except donations and contributions specified in Point dd Clause 2 Article 9 of this Decree.

18. Expenses for capital construction during the investment stage for acquisition of fixed assets.

a) At the beginning of business operations, if the enterprise has not earned revenue but has incurred recurrent expenses to maintain its business operations (other than investments in acquisition of fixed assets), such expenses may be recorded as deductible expenses if they satisfy all conditions as per regulations;

b) If the enterprise pays loan interests during the investment stage, the loan interest payment may be recorded as investment value. If the enterprise both pays loan interests and collects deposit interests during the infrastructural development stage, they may be offset against each another. The residual value shall be recorded as a decrease in investment value.

19. Expenses directly related to issuance of shares (except shares classified as liabilities) and dividends (except dividends of shares classified as liabilities), trading in treasury shares, repurchased shares and other expenses directly related to the increase/decrease in the enterprise’s equity.

20. Payment for the right to mineral extraction in excess to annual amount payable of the right to mineral extraction as prescribed by mineral-related laws.

a) If the paid amount for the right to mineral extraction is smaller than the amount payable upon settlement, the arrears may be recorded as deductible expense of the tax period in which they are paid by the mineral-extracting enterprise.

b) In cases where the license for mineral extraction or written permission for mineral extraction is unexpired when this Decree enters into force, the deductible payment for the right to mineral extraction shall be calculated by dividing the amount payable after settlement as prescribed by mineral-related laws by the remaining years of mineral extraction.

c) If the payment for the right to mineral extraction has been recorded as deductible expense in the tax period before the effective date of this Decree, no further adjustments shall be made.

21. Expenses for banking, insurance, lottery, securities business, execution of BT, BOT, BTO contracts and some special business activities that are incorrect or exceed the limits imposed by competent authorities.

a) Regarding interest expenses under BT, BOT, BTO contracts:

a1) The enterprise investing in execution of the BT, BOT, or BTO contract (the investor) may record the interest expenses actually incurred in the period under the BT, BOT, or BTO contract as deductible expenses. If the investor elects to allocate interest expense under the BT, BOT, or BTO contract according to revenue, interest expense shall be determined using the formula below:

a2) If the enterprise elects to allocate interest expenses according to revenue, this method of allocation may be applied throughout the term of the BT, BOT, or BTO contract;

a3) Actual interest expense incurred in the period under the BT, BOT, or BTO contract beyond the interest expense allocated according to revenue as prescribed in this Point shall not be recorded as deductible expense and have to be carried forward to the next tax period(s);

a4) If the enterprise has related-party transactions during the tax period, regulations of law on tax administration of related parties shall apply.

b) Expenses for banking, insurance, lottery, securities business that are incorrect or exceed the limits imposed by the Minister of Finance.

22. Expenses that are disproportionate to assessable revenue, except for expenses specified in Point I Clause 2 Article 9 of this Decree.

23. Expenses that fail to meet the spending requirements or purposes prescribed by relevant laws, including: expenses for overtime work exceeding the time limit prescribed by labor laws; expenses for advertising products, goods, services banned from advertising; expenses for advertising products, goods, services subject to registration with a competent authority but the enterprise fails to register the advertisement as prescribed by law; business expenses that are incorrect or exceeding the limits prescribed by relevant laws.

Article 11. CIT rates

1. CIT rate shall be 20%, except in the cases specified in Clauses 2, 3 and 5 of this Article and CIT rates applicable to entities eligible for preferential CIT rates prescribed in Article 19 of this Decree.

2. The CIT rate of 15% shall apply to any enterprise whose annual revenue does not exceed 03 billion VND.

3. The CIT rate of 17% shall apply to any enterprise whose annual revenue exceeds 03 billion VND but does not exceed 50 billion VND.

4. The total revenue serving as the basis for determination of eligibility for 15% and 17% CIT rates specified Clause 2 and Clause 3 of this Clause shall be the total revenue from selling goods and/or provision of services (excluding deductions from revenue), revenues from financial activities and other incomes specified in the Appendix on Profits and Losses attached to the CIT settlement return of the preceding tax year.

a) If an enterprise's operating period in the preceding tax year is less than 12 months, the total revenue generated in the preceding tax year shall be calculated by dividing the actual revenue generated in that year by the number of months the enterprise operated in the year, and multiplying the result by 12 (months).

In case a new enterprise is established, an enterprise undergoes conversion of type of business, conversion of form of ownership, consolidation, acquisition, full division or partial division in any month of the preceding tax year, the number of months in the operating period shall be rounded to a whole number;

b) In cases where a new enterprise is established during the tax period and its estimated revenue for that tax period does not exceed 03 billion VND or 50 billion VND, it shall provisionally pay quarterly CIT at the rate of 15% or 17%, respectively.

If the actual revenue at the end of the tax period matches the estimate, the enterprise shall declare and settle CIT as per regulations. If the actual revenue does not qualify for the lower CIT rates prescribed in this Point, resulting in an underpayment of CIT, the enterprise shall pay the CIT arrears together with late payment interest as prescribed by tax administration laws.

c) The CIT rates of 15% and 17% prescribed in this Clause do not apply to enterprises established under Vietnamese law and are subsidiaries or related parties of another enterprise that is not eligible for the CIT rates prescribed in Clause 2 and Clause 3 of this Article.

5. Some other cases of CIT rates:

a) CIT rates on petroleum exploration, prospecting and extraction shall range from 25% to 50%. In consideration of the location, extraction conditions and field reserve, the Prime Minister shall decide the specific CIT applicable to each petroleum contract;

b) CIT rate on exploration and extraction of valuable resources (including: platinum, gold, silver, tin, tungsten, gemstones, rare earth and other valuable resources) shall be 50%. If at least 70% of the assigned area of the mine is located in an extremely disadvantaged area, the applicable CIT rate shall be 40%.

Article 12. CIT calculation method

1. The CIT payable in the period shall be calculated by multiplying the assessable income by the CIT rate, except in the cases specified in Clauses 3, 4 and 5 of this Article.

2. Calculation of CIT payable by Vietnamese enterprises making investment overseas and generating income from overseas business operations in the tax period:

a) For countries with which Vietnam has signed a Double Taxation Avoidance Agreements, CIT shall be calculated in accordance with the provisions of such Agreements;

b) For countries without a Double Taxation Avoidance Agreement with Vietnam: If CIT (or a tax of a similar nature) payable in the country in which the enterprise invests (host country) has a lower tax rate, the difference between CIT payable in the foreign country and CIT calculated under Vietnam's Law on Corporate Income Tax shall be collected. To be specific:

b1) A Vietnamese enterprise that invests in a foreign country and generates income from business operations in that foreign country shall declare and pay CIT in accordance with Vietnam's Law on Corporate Income Tax, even if it is entitled to income tax exemption or reduction under the laws of the host country. The CIT rate applicable to overseas income shall be 20%, and any preferential CIT rate to which the Vietnamese enterprise is entitled under Vietnam's Law on Corporate Income Tax shall not apply to such overseas income;

b2) If the income from execution of the overseas project has already incurred CIT in the host country, the Vietnamese enterprise may deduct the CIT paid in the host country or paid on its behalf by the foreign partner from the CIT payable in Vietnam. The deductible amount shall not exceed the CIT calculated under Vietnam's Law on Corporate Income Tax. If CIT on the profit generated by the overseas project is eligible for CIT exemption or reduction under the host country's law, it is still deductible when calculating CIT payable in Vietnam.

80b3) If CIT on the income from the overseas project has not been paid in the host country has not been paid when the enterprise declares and pays CIT under Vietnam's Law on Corporate Income Tax, the enterprise shall, after paying CIT in the host country, adjust the CIT paid in Vietnam (if any) on the CIT declaration. Any overpaid CIT may be refunded or carried forward to the next period in accordance with tax administration laws;

b4) If the Vietnamese enterprise earns income from the overseas project in the tax period without declaring and paying CIT thereon, the tax authority shall impose a taxable income from overseas business operations in accordance with tax administration laws; administration;

b5) Income from the overseas project shall be included in the CIT settlement return of the tax period in which the overseas CIT liability arises. Profit and loss from the overseas project shall not be deducted from domestic profit and loss of the enterprise when calculating CIT.

The Minister of Finance shall specify the documentation for declaration and payment of CIT by Vietnamese enterprises on income from their investment projects in foreign countries;

c) If the enterprise is a Parent Entity having an allocable share of Top-up Tax of a low-taxed constituent entity according to Clause 11 Article 5 of the National Assembly’s Resolution No. 107/2023/QH15 dated November 29, 2023 on Application of Top-up Tax under the Global Anti-Base Erosion rules and its elaborating documents, such allocable share of Top-up Tax may be deducted from CIT payable under Vietnam's CIT laws but the total deductible tax prescribed in Point b and this Point must not exceed the income tax calculated under Vietnam's Law on Corporate Income Tax.

The tax deduction prescribed in this Point shall be carried out in the tax period in which the enterprise declares and pays tax under resolution No. 107/2023/QH15.

3. CIT payable by foreign enterprises in Points b2, b3 and b4 Clause 1 Article 2 of this Decree shall be calculated by multiplying the assessable revenue generated in Vietnam by a percentage (%). To be specific:

a) Services: 5%; restaurant, hotel, and casino management services: 10%; in cases where services are provided together with goods, goods shall be taxed at 1%; if the value of goods and services cannot be separated: 2%;

b) Supply and distribution of goods in Vietnam in the form of in-country export and import, or under Incoterms: 1%; in cases where foreign enterprises sell goods that are raw materials, supplies, components in bonded warehouses or free trade zones for import into Vietnam to serve the production or processing of goods for export under contracts, or where foreign enterprises designate export processing enterprises to deliver raw materials, supplies, components to other export processing enterprises to serve the production or processing of goods for export under contract, no CIT shall be payable;

c) Royalties: 10%;

d) Leasing airplanes, helicopters, gliders (including leasing engines and spare parts), and ships: 2%;

dd) Leasing drilling rigs, machinery, equipment, means of transport (except as provided in Point d of this Clause): 5%;

e) Loan interest: 5%;

g) Transfer of securities; overseas reinsurance: 0,1%;

h) Derivative financial services: 2%;

i) Capital transfer (except ownership restructuring transactions between companies of the same corporate group that do not change the Ultimate Parent Entities of the parties which directly or indirectly own enterprises in Vietnam after restructuring and do not generate income): 2%;

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

Assessable revenue shall be determined in accordance with Article 8 of this Decree. The Minister of Finance shall elaborate this Clause, including the determination of assessable revenue in certain specific cases.

4. In cases where an enterprise has an annual total revenue not exceeding VND 03 billion as prescribed in Article 11 of this Decree but its expense and income from business operations cannot be determined, it shall declare and pay CIT as a percentage (%) of revenue from sales of goods and services. To be specific:

a) Distribution and supply of goods: 0,3%;

b) Production, transportation, services associated with goods, construction inclusive of building materials: 1,2%;

c) Services (including deposit interest and loan interest), construction exclusive of building materials: 1,5%. For asset leasing, insurance agency, lottery agency, and multi-level marketing agency activities: 4%;

d) Provision of digital content products and services for entertainment, online games, digital films, digital photos, digital music, and digital advertising: 4%;

dd) Other activities: 0,5%.

5. In cases where cooperatives and cooperative unions established under the Law on Cooperatives, public service providers, and other organizations prescribed in Points c, d and e Clause 1 Article 2 of this Decree generate taxable income from production sale of goods and services (except income eligible for CIT exemption under Article 4 of this Decree), are able to record revenue but cannot determine expense and income from such business, they shall declare and pay CIT as a percentage (%) of revenue from sales of these goods and services. To be specific:

a) For services (including deposit interest and loan interest): 5%. For services in the fields of education, healthcare, and performing arts: 2%;

b) Production and sale of goods: 1%;

c) Other activities: 2%.

Chapter III

INCOMES FROM CAPITAL TRANSFER AND SECURITIES TRANSFER

Article 13. Income from capital transfer

1. Income from capital transfer of an enterprise means income from full or partial transfer of the enterprise’s capital invested in one or more than one organization or individual (including sale of enterprises, transfer of the right to contribute capital and other forms of capital transfer prescribed by law), transfer of shares of non-public companies, transfer of shares of unlisted or unregistered organizations as prescribed by securities laws.

Time for determination of income from capital transfer is the time for transfer of the capital ownership.

a) In cases where an enterprise sells the entirety of a single-member limited liability company under the ownership of an organization by transferring capital associated with real estate, it shall declare and pay CIT on real estate transfer;

b) In cases where an enterprise transfers capital in exchange for assets (shares, fund certificates) or other material benefits instead of money and generates income, such income shall be subject to CIT. The values of assets, shares, fund certificates and other material benefits shall be determined according to their market prices at the time of receipt;

c) An enterprise’s income from capital transfer shall be recognized as other income and aggregated with taxable income when calculating CIT.

2. Determination of assessable income from capital transfer

Assessable income from capital transfer equals (=) transfer price minus (-) buying price for the transferred capital and transfer expenses.

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

a1) If the transfer contract permits payment by instalments or deferred payment, the revenue from the transfer contract does not include instalment interest or deferred payment interest charged over the period specified in the contract;

a2) If the transfer contract does not specify the transfer price or the transfer price is deemed by the tax authority to be inconsistent with the market price, the tax authority is entitled to carry out an inspection and impose a transfer price. If the enterprise transfers part of its contributed capital (stake) in an enterprise but the price for such transfer is inconsistent with the market price, the tax authority is entitled to impose the entire value of the enterprise at the time of transfer in order to re-determine the transfer price in proportion to the transferred stake;

a3) If the enterprise transfers capital to another organization or individual, proof of cashless payment is required if the value of the capital transferred under the transfer contract is 05 million VND or above. If the proof of cashless payment is not provided, the tax authority is entitled to impose a transfer price.

The imposition of transfer prices prescribed in this Point shall comply with tax administration laws;

b) The buying price for transferred capital shall be determined on a case-by-case basis as follows:

b1) In case of transfer of capital contributed to establish an enterprise, the buying price shall be the cumulative value of the stake up to the time of transfer according to accounting records and confirmed by the capital contributors or participants in the business cooperation contract, or according to audit results provided by an independent audit firm if the enterprise is a wholly foreign-owned enterprise;

b2) In case of repurchased stake, the buying price shall be the value of the stake at the time of redemption. The buying price shall be determined according to the stake redemption contract and proofs of payment;

b3) If the enterprise is able to do accounting in foreign currencies and complies with regulations of law on accounting when transferring stake in a foreign currency, the transfer price and buying price of the stake shall be expressed in the foreign currency. In cases where an enterprise that does accounting in VND transfers a stake in a foreign currency, the transfer price must be converted into VND in accordance with tax administration laws;

c) Transfer expenses are actual expenses related to the transfer, supported by lawful invoices and proofs of payment. Transfer expenses include: expenses for necessary legal procedures for the transfer; fees and charges payable during transfer procedures; expenses for transaction, negotiation, contract conclusion and other expenses supported by documentary evidence.

In cases where transfer expenses are incurred overseas, original documents must be certified by a notary office or independent audit firm of the countries where the expenses are incurred and be translated into Vietnamese (the translation must be certified by an authorized representative).

Article 14. Income from securities investment

1. An enterprise’s income from securities transfer means income from transfer of shares, rights to buy shares of public companies, listed organizations, registered organizations, transfer of bonds, treasury bills, fund certificates and other securities prescribed by securities laws.

a) In cases where an enterprise issues additional shares to raise capital, the difference between the issuance price and par value shall not be recognized as taxable income;

b) In cases where an enterprise undergoes full division, partial division, consolidation or acquisition merger and swaps shares at the time of full division, partial division, consolidation or acquisition, any income earned during the process shall be subject to CIT;

c) In cases where an enterprise transfers securities in exchange for assets (shares, fund certificates) or other material benefits instead of money and generates income, such income shall be subject to CIT. The values of assets, shares, fund certificates and other material benefits shall be determined according to their market prices at the time of receipt;

d) An enterprise’s income from securities transfer shall be recognized as other income and aggregated with taxable income when calculating CIT.

2. Determination of assessable income from securities transfer

Assessable income from securities transfer in the period equals (=) selling price for securities minus (-) buying price for securities minus and transfer expenses.

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

a1) For listed securities and securities of unlisted public companies registered at the Stock Exchange, the selling price shall be actual the selling price (matching price or agreed price) announced by the Stock Exchange;

a2)For securities of companies other than those mentioned above, the selling price shall be the transfer price written on the transfer contract;

b) The buying price for securities shall be determined as follows:

b1) For listed securities and securities of unlisted public companies registered at the Stock Exchange, the buying price shall be actual the buying price (matching price or agreed price) announced by the Stock Exchange;

b2) For securities purchased at auction, the buying price shall be the price written on the notice of successful bidder issued by the auctioneering organization and the payment receipt;

b3) For securities other than those mentioned above, the buying price shall be the transfer price written on the transfer contract;

c) Transfer expenses are actual expenses related to the transfer, supported by lawful invoices and proofs of payment. Transfer expenses include: expenses for necessary legal procedures for the transfer; fees and charges prescribed by regulations of law on fees and charges; expenses for transaction, negotiation, contract conclusion and other expenses supported by documentary evidence.

3. Securities investment funds (except securities investment companies) are not subject to CIT. Securities investment fund management companies shall deduct CIT payable by investing organizations (regardless of whether they are domestic or foreign organizations) at the CIT rate of 20% when they distribute dividends to investors.

Taxable dividends prescribed in this Clause do not include dividends eligible for CIT exemption and dividends on which CIT has already been paid as prescribed by law.

Chapter IV

INCOME FROM REAL ESTATE TRANSFER

Article 15. Income from real estate transfer

Income from real estate transfer includes:

1. Income from transfer of LUR, land leasehold (including transfer of projects in association with transfer of LUR or land leasehold as prescribed by law).

2. Income from sublease of LUR by real estate enterprises as prescribed by land laws, regardless of availability of infrastructure and architectural works affixed to the land.

Income from lease and sublease of LUR prescribed in this Clause does not include cases where enterprises lease out houses, infrastructure, architectural works on the land but do not have the right to lease or sublease LUR as prescribed by land laws.

3. Income from transfer of houses and construction works attached to the land, including assets affixed to such houses or construction works if the value of such assets is not separated upon transfer, regardless of whether the LUR or land leasehold is transferred.

4. Income from transferred of property affixed to land.

5. Income from transfer of ownership of houses, infrastructure, architectural works on land.

6. Income from transfer or lease of real estate of real estate investment funds as prescribed by law.

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

Article 16. Basis for tax calculation

1. The basis for calculating CIT on income from real estate transfer is the assessable income and CIT rate.

2. Assessable income equals (=) taxable income from real estate transfer minus (-) losses on real estate transfer eligible for carry-forward (if any).

3. Taxable income from real estate transfer equals (=) revenue from real estate transfer minus (-) deductible expense for real estate transfer (including: cost prices of real estate and deductible expenses for real estate transfer activities) prescribed in Article 17 of this Decree.

4. The rate of CIT on real estate transfer is 20%.

5. CIT on real estate transfer in the period equals (=) assessable income from real estate transfer multiplied by (x) the CIT rate of 20%.

6. In the cases where a credit institution or a wholly state-owned organization established and permitted by the Government to buy, sell and settle debts (hereinafter referred to as "wholly state-owned debt trading company") receives the real estate and other assets that are collateral for a loan instead of repayment of such loan, the credit institution or wholly state-owned debt trading company shall declare and pay CIT when it is permitted to transfer such collateral as prescribed by law. In cases where the collateral is sold at auction, the proceeds shall be used to settle the debts in accordance with regulations of law on secured loans, and CIT shall be declared and paid as per regulations. After all of the aforementioned amounts are paid, the remainder shall be returned to the business organization that put up the real estate and other assets as collateral for the loan.

In the cases where the credit institution or wholly state-owned debt trading company is permitted to transfer the collateral to recover the debt but its cost price is unknown, the cost price shall equal (=) the loan principal under the mortgage contract plus (+) unpaid loan interest up to the date of foreclosure of the collateral under the contract plus (+) expenses for transfer of the collateral if supported by legitimate invoices and proofs of payment.

7. In the cases where the collateral is sold at auction by a judgment enforcement authority or an authorized organization, the proceeds shall be handled with in accordance with regulations of law on foreclosure and auction to enforce the judgment. The auctioneering organization shall declare and deduct CIT on income from transfer of the collateral. The supporting documents must clearly state the declaration and payment of CIT on sale of property to serve judgment enforcement.

In cases where the collateral is transferred by a judgment enforcement authority or an authorized organization but its cost price is unknown, the cost price shall equal (=) the debt payable under the decision issued by the court or a competent authority plus (+) transfer expenses if supported by legitimate invoices and proofs of payment.

Article 17. Revenue and deductible expense for real estate transfer

1. Revenue from real estate transfer

a) Revenue from real estate transfer is determined according to the actual transfer price under the real estate transfer or sales contract, including surcharges and extra fees (if any).

In cases where the price for transfer of LUR under the real estate transfer or sales contract is lower than that on the land price list issued by the People’s Committee of the province or city at the time of contract conclusion, the latter shall apply;

b) Assessable revenue shall be determined when the real estate is delivered by the seller to the buyer, whether or not the buyer has registered the ownership of the property or LUR with a competent authority;

c) In the cases where an enterprise executes an infrastructure or housing construction project for sale or for lease and collect advance payments from customers according to construction progress in any shape or form, assessable revenue shall be determined when such advance payments are collected from customers. To be specific:

c1) If the enterprise collects money from its customers and is able to determine the corresponding expense for the recognized revenue (including accrued expense of unfinished items corresponding to the recognized revenue), CIT shall be declared and paid according to the difference between revenue and expense;

c2) If the enterprise collects money from its customers but is not able to determine the corresponding expense for the recognized revenue, it shall pay provisional CIT at 1% on the collected revenue (exclusive of VAT) and may defer recording such revenue as assessable revenue in the year;

c3) Upon delivery of the real estate, the enterprise shall declare the CIT payable. If the provisionally paid CIT is smaller than the CIT payable, the enterprise shall pay the CIT arrears. If the provisionally paid CIT is greater than the CIT payable, the enterprise may deduct the overpaid CIT from the CIT payable in the next period or claim a refund;

c4) In cases where a real estate enterprise collects advance payments from customers according to construction progress, provisionally declares and pays CIT as a percentage (%) of the revenue which is yet to be recorded as assessable revenue in the year, and incurs expenses for advertising, marketing, sales promotion, brokerage commissions when making offers in the year in which revenue is earned, it may defer recording such expenses in the year in which they are incurred. Instead, these expenses for advertising, marketing, sales promotion, brokerage commissions may be recorded as deductible expense of the first year in which the real estate is delivered and assessable revenue is generated;

d) Determination of assessable revenue in some cases:

d1) In cases where the enterprise subleases land, assessable revenue shall be the rent periodically paid by the tenant under the lease contract. In the cases where the tenant pays a lump sum rent for multiple years in advance, assessable revenue shall be equally divided by (:) the number of prepaid years or equal the lump sum rent. The enterprise may only recorded the lump sum rent as assessable revenue after it has fulfilled all financial obligations to the State and ensure fulfillment of its obligations to the tenant for the entire sublease term.

If the enterprise's CIT incentive period has not expired and the enterprise elects to record the lump sum rent paid in advance for multiple years as assessable revenue, the CIT eligible for CIT exemption or reduction of each year shall be calculated by dividing the total CIT incurred over the prepaid years by the number of prepaid years;

d2) In cases where a credit institution receives the LUR as collateral for a loan and such LUR is transferred, the assessable revenue shall be the LUR transfer price agreed upon by the parties;

d3) In cases where the LUR transferred is a property distrained for judgment enforcement, the assessable revenue shall be the LUR transfer price agreed upon by the parties or imposed by the Valuation Council.

The determination of revenue in the cases specified in Point d shall adhere to the principles set out in Points a, b and c of this Clause.

2. Deductible expense for real estate transfer

Deductible expenses for real estate transfer in the tax period must be proportionate to the assessable revenue, satisfy the deductibility requirements specified in Article 9 of this Decree, and are not classified as non-deductible expenses specified in Article 10 of this Decree. Deductible expenses for real estate transfer include:

a) Cost price of the LUR transferred appropriate for its origin. To be specific:

a1) If the State allocates land and collects land levy or land rent, the cost price shall be the land levy or land rent paid to state budget;

a2) If LUR is transferred by another organization or individual, the cost price shall be determined according to the contract and legitimate proof of payment upon delivery of the LUR or land leasehold; if the contract and legitimate proof of payment are not available, the cost price shall be calculated according to the land price list issued by the People’s Committee of the province (before January 01, 2026) or by the People’s Council of the province (from January 01, 2026 onwards) at the time the enterprise receives the real estate;

a3) If the enterprise’s land is inherited or donated before 1994, the cost price shall be determined according to the land prices imposed by the People’s Committee of the province or city in 1994 according to the land price list specified in the Government's Decree No. 87-CP dated August 17, 1994;

a4) If land is contributed as capital, the cost price shall be the value of LUR or land leasehold according to the valuation record;

a5) If the enterprise exchanges a construction work for land from the State, the cost price shall be the value of the construction work exchanged, except for the specific cases specified by competent authorities;

a6) In case of auction of LUR or land leasehold, the cost price shall be the successful bid (hammer price);

a7) If the enterprise’s land is inherited under civil laws, contributed or donated with unknown cost price, the cost price shall be determined according to the land price list issued by the People’s Committee of the province (before January 01, 2026) or by the People’s Council of the province (from January 01, 2026 onwards) at the time or inheritance, contribution or donation;

a8) If land that put up as collateral or distrained for judgment enforcement, the cost price shall be determined on a case-by-case basis as instructed above.

In the cases specified in Point a of this Clause where land repurposing is permitted by a competent authority in accordance with land laws, the cost price shall be inclusive of the land levy or land rent paid to state budget upon land repurposing as prescribed by land laws;

b) Expense for compensation, support, and resettlement voluntarily advanced by the enterprise under the compensation, support, and resettlement plan approved by a competent authority as prescribed by land laws.

Documentation and proofs of payment of the expense for compensation, support, and resettlement shall comply with land laws;

c) Fees and charges prescribed by law related to grant of LUR;

d) Expense for soil improvement and leveling;

dd) Investment in construction of infrastructure such as roads, electricity supply, water supply and drainage, post and telecommunications, etc.

e) Value of infrastructure and architectural works on land;

g) Other expenses related to the real estate transferred;

g) In cases where the enterprise engages in both real estate business activities other business activities that are eligible for CIT incentives, the expenses for these activities must be separately accounted for. If these expenses cannot be separately accounted for, the common expense shall be allocated according to the ratio of revenue from real estate transfer to total revenue of the enterprise;

i) The expenses that have been covered by the State or other sources must not be recorded as real estate transfer expense.

3. In the cases where part of a project is transferred upon completion, common expenses of the project and expense of the completed part of the project shall be allocated according to the land area (m ²) transferred to determine taxable income from the land area transferred, including: expense of internal roads and parks; investment in construction of water supply and drainage system; substations; compensation for property on land; expense for compensation, support, and resettlement, and expense for land clearance approved by competent authorities which has not been deducted from land levies or land rents as per regulations, other investments in the land area related to the transfer or LUR or land leasehold.

a) Allocation of aforementioned expenses:

b) In cases where part of the project area is not transferred and used for other business purposes, the aforementioned common expenses shall also be allocated to such area and accounted for when declaring CIT on the other business activities;

c) In cases where an enterprise invests in infrastructure construction for multiple years and only records the infrastructure value after the all the works are complete, when consolidating real estate transfer expenses for the transferred land area, the enterprise may provisionally allocate the actual expense of infrastructure according to the land area transferred using the formula specified in Point a of this Clause, and accrue infrastructure expense in proportion to the revenue recorded when calculating taxable income. After the construction is complete, the enterprise shall adjust the infrastructure expense and that was provisionally allocated and accrued according to the total value of infrastructure. If the adjustment results in overpayment of CIT on real estate transfer, the enterprise may deduct the overpaid CIT from the CIT payable in the next period or claim a refund; If the adjustment results in underpayment of CIT, the enterprise shall pay the CIT arrears as per regulations.

Chapter V

CORPORATE INCOME TAX INCENTIVES

Article 18. Rules and eligibility for application of CIT incentives

1. An enterprise will be entitled to CIT incentives if its business lines or operating areas are eligible for CIT incentives as prescribed in this Article. The levels of CIT incentives are specified in Article 19 and Article 20 of this Decree.

In cases where other Decrees of the Government provides for CIT incentives that differ from the provisions of this Decree, provisions of this Decree shall apply, except Decrees elaborating the Law on the Capital, Decrees promulgated according to Point c Clause 1 Article 14 of the Law on Promulgation of Legislative Documents and Point h Clause 8 Article 10 of the Law on Government Organization dated June 19, 2015, documents elaborating Resolutions of the National Assembly and the Government on special mechanisms and policies , Resolutions of Standing committee of the National Assembly elaborating the cases specified in Clause 2 and Clause 3 Article 4 of the National Assembly’s Resolution No. 206/2025/QH15 on special mechanisms for settling difficulties caused by regulations of law.

2. Business lines eligible for CIT incentives include:

a) Application of high technologies, venture capital investment in development of high technologies on the list of high technologies given priority according to the Law on High Technology; application of strategic technologies according to regulations of law on science, technology and innovation; cultivation of high technologies, cultivation of high-tech enterprises; investment in construction - operation of facilities for cultivation of high technologies, cultivation of high-tech enterprises;

b) Software production; manufacture of cybersecurity products and provision of cybersecurity services meeting the conditions prescribed by law on cybersecurity; production of key digital technology products, provision of key digital technology services, production of electronic devices under regulations of law on digital technology industry; research and development, design, production, packaging, and testing of semiconductor chips; establishment of artificial intelligence data centers under regulations of law on digital technology industry;

c) Manufacture of ancillary industry products that are on the list of ancillary industry products given priority promulgated by the Government and satisfy any of the following criteria:

c1) The ancillary products are meant to support high technologies according to the Law on High Technologies;

c2) The ancillary products are meant to support the manufacture of textile and garment, leather and footwear, electronics and IT products (including design and production of semiconductor chips); automobiles and mechanical production that, by the effective date of the Law on Corporate Income Tax (October 01, 2025), cannot be manufactured in Vietnam or can be manufactured in Vietnam and satisfy technical standards of EU or equivalent standards according to guidelines of the Minister of Industry and Trade;

d) Production of renewable energy, clean energy, energy from waste disposal; environmental protection; production of composite materials, lightweight building materials, rare and valuable materials; production for defense and security, and production of industrial mobilization products under regulations of law on defense, security, and industrial mobilization; production of key chemical industry products and key mechanical products under regulations of law on chemicals and mechanical engineering;

dd) Investment in development of water plants, power plants, water supply and drainage system, bridges, roads, railroads, airports, seaports, air terminals, train stations and other particularly important infrastructure works decided by the Prime Minister;

e) High-tech enterprises, agriculture enterprises applying high technologies under the Law on High Technologies; science and technology enterprises under the Law on Science, Technology and Innovation;

g) Any investment project in production that satisfy the following requirements:

g1) The capital investment in the project is at least 12.000 billion VND and the total investment capital is disbursed within 05 years from the date of investment permission under investment laws;

g2) The project uses technologies that satisfy the requirements of the Minister of Science and Technology;

h) Investment projects eligible for incentives and special investment assistance according to Clause 2 Article 20 of the Law on Investment.

The capital disbursement period of the projects mentioned in this Point must not exceed 10 years from the issuance date of the Investment Certificate or the date of investment permission according to investment laws;

i) Planting, caring for, and protecting forests; production, propagation, and cross-breeding of plant varieties and animal breeds; investment in post-harvest preservation of agricultural products, preservation of agricultural products, aquatic products, and food; salt production and refining, except for salt production prescribed in Clause 1 Article 4 of this Decree;

k) Cultivation of forest products;

l) Products crop production, forestry, husbandry, aquaculture production, processing of agriculture and aquaculture products.

Income from processing of agriculture and aquaculture products prescribed in this Point must satisfy the requirements specified in Point b1 and Point b2 Clause 1 Article 4 of this Decree;

m) Production of high-class steel, energy-saving products, machinery and equipment serving agriculture, forestry, aquaculture or salt production; irrigation equipment; feeds for livestock and poultry;

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

o) Investment in operation of technical facilities supporting SMEs, incubation facilities for SMEs; investment in operation of co-working spaces supporting startups that are SMEs under the Law on Assistance for Small and Medium-Sized Enterprises;

p) The people's credit funds, microfinance institutions, cooperative banks;

q) Cooperatives, cooperative unions operating in agriculture, forestry, aquaculture, salt production;

r) Private investment in the public sector including education - training, vocational training, healthcare, culture, sports, environment according to the list of types, criteria for scale, standards promulgated by the Prime Minister; judicial expertise;

s) Construction of social housing for sale, lease, lease purchase to eligible entities prescribed in the Law on Housing;

t) Publishing under by the Law on Publishing;

u) Journalism activities (including advertisements on newspapers) under the Law on Journalism.

3. Areas eligible for CIT incentives include:

a) Extremely disadvantaged areas prescribed by investment laws, except extremely disadvantaged areas listed at number 55 of Appendix III to the Government’s Decree No. 31/2021/ND-CP, which is amended by Clause 37 Article 1 of the Government’s Decree No. 239/2025/ND-CP);

b) Disadvantaged areas prescribed by investment laws, except disadvantaged areas listed at number 55 of Appendix III to the Government’s Decree No. 31/2021/ND-CP, which is amended by Clause 37 Article 1 of the Government’s Decree No. 239/2025/ND-CP);

c) Economic zones, hi-tech zones, hi-tech agriculture zones, concentrated digital technology zones.

Article 19. Preferential CIT rates

1. 10% CIT shall be applied for 15 years to:

a) Income of enterprises from execution of new investment projects prescribed in Points a, b, c, d and dd Clause 2 Article 18; income of enterprises prescribed in Point e Clause 2 Article 18 of this Decree;

b) Income of enterprises from execution of investment projects specified in Point g and Point h Clause 2 Article 18 of this Decree;

c) Income of enterprises from execution of new investment projects in the areas specified in Point a Clause 3 Article 18 of this Decree;

d) Income of enterprises from execution of new investment projects in hi-tech zones, hi-tech agriculture zones, concentrated digital technology zones; new investment projects in economic zones located in areas eligible for CIT incentives prescribed in Point a and Point b Clause 3 Article 18 of this Decree, even if the investment project in the economic zone has more than 50% of its area located in an area eligible for CIT incentives as prescribed in Point a and Point b Clause 3 Article 18 of this Decree.

2. 10% CIT shall be applied throughout the operating period to:

a) Income of enterprises in areas eligible for CIT incentives as prescribed in Point b Clause 3 Article 18 of this Decree, except for income from operation in the business lines specified in Point k and Point l Clause 2 Article 18 of this Decree;

b) Income of enterprises from operation in the business lines prescribed in Points i, r and s Clause 2 Article 18 of this Decree;

c) Income of publishers from operation in the business lines prescribed in Point t Clause 2 Article 18 of this Decree;

d) Income of cooperatives and cooperative unions prescribed in Point q Clause 2 Article 18 of this Decree that are not located in the areas prescribed in Clause 3 Article 18 of this Decree;

dd) Income of press agencies from operation in the business lines prescribed in Point u Clause 2 Article 18 of this Decree.

3. 15% CIT shall be applied throughout the operating period to income of enterprises that are not located in the areas prescribed in Clause 3 Article 18 of this Decree, except income from operation in the business lines specified in Point l Clause 2 Article 18 of this Decree.

4. 17% CIT shall be applied for 10 years to:

a) New investment projects in business lines eligible for CIT incentives prescribed in Points m, n and o Clause 2 Article 18 of this Decree;

b) New investment projects executed in the areas prescribed in Point b Clause 3 Article 18 of this Decree;

c) New investment projects in economic zones that are not located in the areas prescribed in Point a and Point b Clause 3 Article 18 of this Decree, even if the investment project in the economic zone has more than 50% of its area located in an area ineligible for CIT incentives as prescribed in Point a and Point b Clause 3 Article 18 of this Decree.

5. 17% CIT shall be applied throughout the operating period to income of enterprises prescribed in Point p Clause 2 Article 18 of this Decree.

6. Extension of preferential CIT rate application period

a) The Prime Minister shall decide extension of the period of preferential CIT rate application for up to 15 more years in the cases specified in Point b and Point c of this Clause;

b) The new investment project prescribed in Points a, b, d and dd Clause 2 Article 18 of this Decree has an investment capital of at least 6.000 billion VND and has significant socio-economic impacts, needing special encouragement;

c) The investment project prescribed in Point g Clause 2 Article 18 of this Decree satisfies any of the following criteria:

c1) The products manufactured are capable of global competition; the revenue exceeds VND 20.000 billion per year not later than 05 years after the first year in which revenue is generated by the project;

c2) More than 6.000 employees are regularly hired according to labor laws;

c3) The project involves economic-technical infrastructure, including: investment in development of water plants, power plants, water supply and drainage system; bridges, roads, railroads, airports, seaports, air terminals, train stations, new energy, clean energy, energy-saving industry, oil refinery;

d) The Prime Minister shall decide the application of up to 50% reduction to the CIT rates prescribed in Clause 1 of this Article for new investment projects prescribed in Point h Clause 2 Article 18 of this Decree; the period of preferential CIT rate application shall not exceed 1,5 times the period of preferential CIT rate application prescribed in Clause 1 of this Article and may be extended for up to 15 more years, provided it does not exceed the investment project's duration.

7. The period of preferential CIT rate application to income from execution of the new investment project of an enterprise prescribed in this Article (including the projects mentioned in Point g Clause 2 Article 18 of this Decree) begins from the first year in which revenue is generated by the enterprise's new investment project.

If the enterprise is granted the Certificate of High-tech Enterprise, Certificate of Hi-tech Agriculture Enterprise, Certificate of Science and Technology Enterprise, Certificate of Project Applying High Technology, or Certificate of Project for Production of Ancillary Industry Products after revenue is generated, the period of preferential CIT rate application shall begin in the year in which the Certificate is granted.

Article 20. CIT tax exemption and reduction

1. CIT exemption for 04 years and 50% CIT reduction for the next 09 years shall be applied to:

a) Income of the enterprises prescribed in Clause 1 Article 19 of this Law;

b) Income of enterprises prescribed in Point r Clause 2 Article 18 of this Decree generated in the areas prescribed in Point a and Point b Clause 3 Article 18 of this Decree; in cases where income of enterprises prescribed in Point r Clause 2 Article 18 of this Decree are not generated in the areas prescribed in Point a and Point b Clause 3 Article 18 of this Decree, it shall be eligible for CIT exemption for up to 04 years and 50% CIT reduction for up to 05 more years.

2. CIT exemption for 02 years and 50% CIT reduction for the next 04 years shall be applied to income of the enterprises prescribed in Clause 4 Article 19 of this Decree.

3. The Prime Minister shall decide the extension of the period of CIT exemption or reduction for new investment projects prescribed in Point h Clause 2 Article 18 of this Decree by up to 1,5 times the period prescribed in Clause 1 of this Article but not exceeding the investment project's duration.

4. The period of CIT exemption or reduction shall begin from the year in which taxable income is generated by the investment project. If taxable income is not generated in the first 03 years from the first year in which revenue is generated by the project, the period of CIT exemption or reduction shall begin from the fourth year.

If the enterprise is granted the Certificate of High-tech Enterprise, Certificate of Hi-tech Agriculture Enterprise, Certificate of Science and Technology Enterprise, Certificate of Project Applying High Technology, or Certificate of Project for Production of Ancillary Industry Products after income is generated, the period of CIT exemption or reduction shall begin in the year in which the Certificate is granted. If no income is generated in the year in which the Certificate is granted, the period of CIT exemption or reduction shall begin in the first year in which income is generated. If no taxable income is generated in the first 03 years from the year in which the Certificate is granted, the period of CIT exemption or reduction shall begin in the fourth year from the year in which the Certificate is granted.

5. CIT incentives for expansion investment projects:

a) In cases where an enterprise having an ongoing investment project makes investment in scale expansion, capacity increase, technological innovation, pollution reduction or environmental improvement in business lines or areas eligible for CIT incentives as prescribed in Article 18 of this Decree (hereinafter referred to as "expansion investment"), the additional income from expansion investment shall be eligible for CIT incentives under the ongoing project for the remaining period and is not required to be separately recorded;

b) In case period of CIT incentives for an ongoing project has expired, the additional income from the expansion investment project shall be eligible for CIT exemption or reduction if the criteria specified in Clause 6 of this Article are satisfied, and shall not be eligible for preferential CIT rates. The period of CIT exemption or reduction for the additional income from expansion investment shall be the same as the period of CIT exemption or reduction for new investment projects in the same business lines and area eligible for CIT incentives, and begin from the year in which the registered capital is fully contributed.

b1) The enterprise shall separately record the additional income from expansion investment to apply CIT incentives. Otherwise, the additional income from expansion investment shall be determined according to the ratio of historical costs of new fixed assets purchased for the expansion to total historical costs of fixed assets of the enterprise;

b2) If the enterprise fails to separate the additional income from expansion investment in the tax period, the additional income from expansion investment eligible for CIT incentives shall be determined as follows:

b3) Total historical costs of fixed assets of the enterprise include: Historical costs of new fixed assets purchased for the expansion and historical costs of existing fixed assets being used for business operations according to the closing values on the annual balance sheet (Statement of Financial Position);

c) CIT incentives prescribed in this Clause do not apply in the cases of expansion due to merger and acquisition of enterprises or ongoing projects.

6. To be eligible for CIT incentives prescribed in Point b Clause 5 of this Article, one of the following criteria must be satisfied:

a) The increase in historical costs of fixed assets upon full disbursement of the registered capital for expansion investment is at least 40 billion VND for expansion investment in business lines eligible for CIT incentives prescribed in this Decree, or at least 20 billion VND for expansion investment in the areas prescribed in Point a and Point b Clause 3 Article 18 of this Decree;

b) The ratio of the increase in historical costs of fixed assets upon full disbursement of the registered capital for expansion investment is at least 20% of the total historical costs of fixed assets before the expansion investment;

c) The designed capacity upon full disbursement of the registered capital for expansion investment increases by at least 20% of the designed capacity before the expansion investment.

The period of CIT exemption or reduction mentioned in this Clause shall begin from the year in which the registered capital is fully disbursed for the expansion investment project and income is generated; if taxable income is not generated in the first three years from the first year in which the registered capital is fully disbursed for the expansion investment, the period of CIT exemption or reduction shall begin in the fourth year after the registered capital is fully disbursed. The amount of disbursed capital shall be the difference between the historical costs of fixed assets on the enterprise's balance sheet (Statement of Financial Position) upon completion of the expansion investment and the historical costs of fixed assets before initiation of the expansion investment. If registered capital is not fully disbursed, the enterprise' expansion investment project shall not be eligible for CIT incentives.

The Minister of Finance shall provide guidance on registration of capital for expansion investment projects of enterprises.

Article 21. Other cases of CIT exemption and reduction

1. In cases where a manufacturing, construction or transport enterprise (except public service providers, offices of corporate groups and corporations that do not directly engage in business operations) that employs 10 – 100 female workers that make up more than 50% of the enterprise's regular workers, or employs more than 100 regular female workers that make up more than 30% of the enterprise’s regular workers, the enterprise shall be eligible for CIT reduction which is equal to the additional expense for the female workers, including:

a) Expenses for vocational retraining;

b) Expenses for salaries and allowances (if any) for teachers at the kindergarten managed and operated by the enterprise;

c) Expenses for additional health check-ups in the year;

d) Allowances for female workers after childbirth at specific levels prescribed by competent authorities;

dd) Salaries and allowances for female workers who are entitled to maternity leave or breastfeeding leave but still working.

To be eligible for CIT reduction prescribed in this Clause, additional expenses for female workers shall have invoices and proofs of cashless payment as prescribed in Clause 1 Article 9 of this Decree.

2. In cases where the enterprise employs ethnics, the CIT reduction shall be equal to the additional expenses for the ethnic workers, including: vocational training expense, allowances for housing, social insurance, health insurance for the ethnics if such amounts are not covered by the State as per regulations.

To be eligible for CIT reduction prescribed in this Clause, additional expenses for ethnic workers shall have invoices and proofs of cashless payment as prescribed in Clause 1 Article 9 of this Decree.

3. Income from transfer of technology in an eligible field to organizations and individuals located in disadvantaged areas; income from provision of public services by public service providers in disadvantaged areas shall be eligible for 50% reduction in CIT.

Disadvantaged areas are prescribed in Point b Clause 3 Article 18 of this Decree.

4. New enterprises prescribed in Clause 2 and Clause 3 Article 11 of this Decree that are established from household businesses (including individual businesses converted to enterprises) shall be eligible for CIT exemption for 02 consecutive years from the time taxable income is generated.

a) The period of CIT exemption prescribed in this Clause shall be 02 consecutive years from the first year in which taxable income is generated. If taxable income is not generated in the first 03 years from the first year in which revenue is generated by the project, the period of CIT exemption shall begin from the fourth year.

If the enterprise's first tax period is shorter than 12 months, the enterprise may either apply CIT exemption to the first tax period or register with the tax authority to commence the CIT exemption in the subsequent tax period. In the latter case, the enterprise shall declare and pay the CIT payable in the first tax period.

b) In cases where the CIT exemption period prescribed in this Clause expires while the enterprise is executing a investment project in a business lines or area eligible for CIT incentives prescribed in Article 18 of this Decree, it shall continue to be eligible for CIT incentives (preferential CIT rates, CIT exemption or reduction) as prescribed in Article 19 and Article 20 of this Decree.

Upon expiration of the CIT exemption period and CIT incentive period (if any) prescribed in this Clause, the enterprise shall pay CIT at the rates prescribed in Clause 2 and Clause 3 Article 11 of this Decree;

c) Household businesses and individual businesses prescribed in this Clause shall be registered and operate under the law, and have been doing business for at least 12 consecutive months before the date of initial issuance of the Certificate of Enterprise Registration;

d) New enterprises eligible for CIT exemption or CIT incentives prescribed in this Clause shall be enterprises that register for business operation for the first time, excluding the cases where the legal representative (unless the legal representative is not a limited partner), general partner or largest capital-contributing member of the new enterprise has previously participated as a legal representative, general partner or largest capital-contributing member of another enterprise that is still operating or has been dissolved for less than 12 months prior to the establishment of the new enterprise.

5. Public science and technology organizations, public higher education institutions operating on a non-profit basis shall be eligible for CIT exemption as follows:

a) Public science and technology organizations under regulations of law on science, technology and innovation operating on a non-profit basis shall be exempted from CIT on income from scientific research, technological development and income from provision of science, technology and innovation services;

b) Public higher education institutions under the Law on Higher Education operating on a non-profit basis shall be exempted from CIT on income from the revenues prescribed in Article 64 of the 2012's Law on Higher Education (amended by Clause 32 Article 1 of the 2018's Law on Amendments to the Law on Higher Education).

Article 22. Establishment and contribution to the enterprise’s science and technology development fund

1. Establishment and contribution to the enterprise’s science and technology development fund shall be carried out in accordance with Article 17 of the Law on Corporate Income Tax.

2. The interest rate applied to CIT arrears on the unused funds according to in Clause 2 Article 17 of the Law on Corporate Income Tax shall be the interest rate of treasury bonds with a 5-year term (or 10-year term if 5-year term is unavailable) issued closest to the time of CIT arrears collection. Such interest shall be charged for a period of 02 years, even if the fund contribution is reversed before expiration of the 5-year term.

3. The enterprise shall determine the annual contribution to its science and technology development fund as per regulations and prepare the report on contribution to and use of the science and technology development fund as the same time as the CIT settlement return.

If the enterprise has contributed to its science, technology development and innovation fund under the National Assembly’s Resolution No. 198/2025/QH15 dated May 17, 2025 on special mechanisms and policies for private sector development, it shall not make contribution to the science and technology development fund under the Law on Corporate Income Tax.

4. The Minister of Finance shall promulgate regulations on tax obligations in cases where fixed assets originated from the Fund for scientific and technological research purposes are used by the enterprise for business operations before they are fully depreciated, and provide templates of reports on contribution to and use of enterprises' science and technology development funds.

Article 23. Conditions for applying CIT incentives

Conditions for applying CIT incentives are prescribed in Article 18 of the Law on Corporate Income Tax.

1. During the period of entitlement to CIT incentives, an enterprise that engages in various business operations must separately record income from the business operations eligible for CIT incentives prescribed in Articles 4, 19, 20 and 21 of this Decree and income from business operations ineligible for CIT incentives.

a) If the enterprise fails to separately record income from business operations eligible for CIT incentives and income from business operations ineligible for CIT incentives, income from business operations eligible for CIT incentives shall be determined by multiplying the taxable income by the ratio (%) of revenue or deductible expense of business operations eligible for CIT incentives to total revenue or total deductible expense of the enterprise in the tax period;

b) In cases where certain revenue or deductible expense cannot be separately recorded, such revenue or deductible expense shall be determined according to the ratio of revenue or deductible expense of business operations eligible for CIT incentives to the total revenue or deductible expense of the enterprise.

2. During the same period, if the enterprise is entitled to multiple tax incentives for the same income, it may choose to apply the most favorable incentive:

a) During the period of entitlement to CIT incentives, if the enterprise switches over to application of a more favorable CIT incentive under another criterion, the number of years over which CIT exemption, reduction and preferential CIT rates have been applied shall be deducted;

b) In cases where an enterprise that is no longer eligible for CIT incentives under legislative documents on CIT is granted the Certificate of High-tech Enterprise, Certificate of Hi-tech Agriculture Enterprise, Certificate of Science and Technology Enterprise, Certificate of Hi-tech Project, Certificate of Incentives for Project for Manufacture of Ancillary Industry Product, it shall be entitled to CIT incentives for the remaining period. The remaining period shall equal (=) the incentive period for the high-tech enterprise, hi-tech agriculture enterprise, science and technology enterprise, hi-tech project, project for manufacture of ancillary industry product minus (-) the previously elapsed incentive period according to regulations of law on CIT (the number of years over which CIT exemption, reduction and preferential CIT rate have been applied);

c) If the enterprise's business lines or operating areas are eligible for CIT incentives and the enterprise also generates income from agriculture, forestry aquaculture or salt production, but it chooses to apply the CIT incentive for its business lines or operating areas, it may switch over to application of preferential CIT rates or CIT exemption to income from agriculture, forestry aquaculture or salt production as prescribed in this Decree upon expiration of the incentive period for its business lines or operating areas (including the period of application of CIT exemption, CIT reduction and preferential CIT rates);

d) If the enterprise has chosen to apply an incentive prescribed in Points a, b and c of this Clause, such incentive shall be applied to the remaining incentive period and the enterprise must not choose another incentive.

3. Application of CIT incentives according to operating areas:

a) If the enterprise has a production project eligible for CIT incentives according to operating areas and also generates income from provision of its products outside of the project's operating area, such income is also eligible for CIT incentives;

b) CIT incentives shall be provided only for income of investment projects in trade or services in areas eligible for CIT incentives (including economic zones, hi-tech zones, hi-tech agriculture zones, concentrated digital technology zones) generated in the projects' operating areas.

In cases where an enterprise's transport project is eligible for CIT incentives because it is located in an eligible area, the enterprise's income from transport services in the same area as the project will be eligible for CIT incentives, provided the departure or destination is located in the same area as the project.

4. Enterprises having investment projects shall be eligible for CIT incentives under regulations of law on CIT applicable at the time of issuance of the investment license, certificate of investment registration or investment permission under investment laws. In case of regulations of law on CIT are amended and the enterprise is eligible for CIT incentives according to the amended regulations, the enterprise may choose to apply preferential CIT rates and CIT exemption or CIT reduction under regulations of law effective at the time of issuance of the investment license, certificate of investment registration or investment permission, or under the amended regulations for the remaining period from the tax period of 2025.

If the enterprise has an investment project but is not entitled to incentives under legislative documents on CIT before the effective date of this Decree but entitled to incentives under this Decree, it may apply incentives under this Decree for the remaining period from the tax period of 2025.

5. Income eligible for CIT exemption and CIT incentives from agriculture, forestry, aquaculture, salt production prescribed in this Decree includes income from liquidation of assets that are agriculture, forestry, aquaculture, salt products and income from sale of scrap and refuse that are agriculture, forestry, aquaculture, salt products.

6. In cases where the enterprise's new investment project in the first year in which revenue or income eligible for CIT incentives is generated has a period of shorter than 12 months, the enterprise may either apply CIT incentives (preferential CIT rates, CIT exemption, CIT reduction) to the investment project in the first year in which such revenue or income is generated, or register with the tax authority to commence the CIT incentives in the subsequent tax period. In the latter case, the enterprise shall declare and pay the CIT incurred by such investment project in the first year in which such revenue or income is generated.

a) In cases where a high-tech enterprise, hi-tech agriculture enterprise, science and technology enterprise generates revenue or income eligible for CIT incentives for less than 12 months in the first tax period, the enterprise may either apply CIT incentives (preferential CIT rates, CIT exemption, CIT reduction) in that first tax period, or register with the tax authority to commence the CIT incentives in the subsequent tax period. In the latter case, the enterprise shall declare and pay the CIT incurred in the first tax period.

b) In the cases where an enterprise converts its tax period (including conversion from calendar year to fiscal year and vice versa), the converted tax period must not exceed 12 months. If the enterprise converts its tax period during the period of entitlement to CIT incentives, it may choose either to apply incentives in the year of conversion or pay CIT at the non-preferential rate in the year of conversion and apply CIT incentives in the next year.

7. Enterprises that establish or have investment projects created from merger, consolidation, full division, partial division, change of ownership, conversion shall pay CIT and fines (if any), and inherit the CIT incentives (including losses that have not been carried forward) of the enterprises or investment projects before the conversion, division, merger or consolidation if all the conditions for application CIT incentives are still satisfied and the losses are qualified for carry-forward.

8. CIT incentives for new investment projects:

a) To be eligible for CIT incentives prescribed in Article 19 and Article 20 of this Decree, new investment projects must be granted the Certificate of Investment Registration by competent authorities or have their investment guidelines approved in accordance with investment laws, or have investment permission under relevant laws.

For investment projects not subject to issuance of the Certificate of Investment Registration, approval for investment guidelines or investment permission, new investment projects shall be identified according to the enterprise's investment project execution report prepared under investment laws and submitted to the investment registration authority;

b) New investment projects eligible for CIT incentives for new investments do not include:

b1) Investment projects created from merger, consolidation, full division, partial division, conversion of enterprises as prescribed by law.

b2) Investment projects created from change of owners (including new investment projects that inherit assets, business premises, or business lines of the old enterprises to continue business operation; acquisition of ongoing investment projects);

c) If the enterprise is having CIT incentives for new enterprises created from investment projects, CIT incentives shall only apply to income from business operations eligible for CIT incentives stated on the Certificate of Enterprise Registration or Certificate of Initial Investment of the enterprise. If the Certificate of Enterprise Registration or Certificate of Investment is revised during the enterprise's business operations but such revision does not change the project's eligibility for CIT incentives, the enterprise shall continue to have such incentives for the remaining period, or have incentives for expansion investment if qualified;

d) If the investment project is granted the Certificate of Investment Registration or investment permit under investment laws, the application for initial investment registration submitted to the licensing authority contains the registered capital, investment stages and execution schedule, and the next stages are considered sub-projects of the initially licensed project because they are executed on schedule (except for force majeure events, objective difficulties due to land clearance, administrative procedures of regulatory bodies, natural disasters, fires, or other force majeure events), then these sub-projects will be eligible for CIT incentives for the remaining incentive period of the initially licensed project from the day on which they generate revenues eligible for CIT incentives.

During the execution of these sub-projects, if the investor is permitted by an investment authority to extend time limit for project execution under investment laws and the enterprise complies with the extended time limit, the enterprise will also be entitled to CIT incentives as prescribed above.

9. 15% CIT and 17% CIT prescribed in Clause 2 and Clause 3 Article 11 and regulations on CIT incentives prescribed in Articles 4, 19, 20 and 21 of this Decree shall not apply to:

a) Income from transfer of capital, transfer of rights to contribute capital; income from real estate transfer, except income from investment in construction of social housing prescribed in Point s Clause 2 Article 18 of this Decree; income from transfer of investment projects (except transfer of mineral processing projects), transfer of rights to participate in investment projects, transfer of rights to mineral exploration, extraction, processing; income from overseas business operations;

b) Income from exploration, prospecting and extraction of petroleum, other rare and valuable resources, and income from exploration and extraction of minerals;

c) Income from production and operation of online electronic games; income from production and sale of goods and services subject to excise duty under the Law on Excise Duty, except projects for manufacture, assembly of automobiles, airplanes, helicopters, gliders, yachts, oil refinery;

d) Other incomes prescribed in Clause 3 and Article 3 of this Decree that are not related to business operations eligible for CIT incentives.

Provisions of this Point also apply to investment projects having eligible business lines prescribed in Clause 2 and eligible operating areas prescribed in Clause 3 Article 18 of this Decree;

e) Other cases according to instructions of the Minister of Finance.

10. If an enterprise fails to satisfy any of the conditions for application of CIT incentives prescribed in Clauses 1, 3, 4, 5, 6, 8, 12 and 14 Article 4, Clause 2 and Clause 3 Article 11, Article 18, Article 19, Article 20, Article 21 and this Article during the CIT incentive period, the enterprise shall not have such CIT incentives and have to pay CIT at the rate of 20% (if CIT incentives are provided for eligible business lines or operating areas prescribed in Articles 18, 19 and 20 of this Decree, that year is also included in the CIT incentive period registered by the enterprise).

For investment projects prescribed in Point g and Point h Clause 1 Article 18, Point c and Point d Clause 6 Article 19 of this Decree, if the enterprise’s investment project fails to meet the conditions prescribed in Point g and Point h Clause 1 Article 18, and Point c and Point d Clause 6 Article 19 of this Decree after 03 years (05 years for projects prescribed in Point g) from the date of investment licensing (excluding delays due to objective reasons such as land clearance, administrative procedures by state authorities, natural disasters, wars, fires, or other force majeure events which are accepted by the investment licensing authority and reported to the Prime Minister for approval), or after the 4th year from the year in which revenue is generated (the 6 ^th year for projects prescribed in Point g), then the enterprise shall not be entitled to CIT incentives and have to declare and pay the CIT that was declared as eligible for CIT incentives in the previous years (if any) in accordance with the law. In this case, it shall not be considered incorrect CIT statement under tax administration laws. If the enterprise fails to meet any of the conditions prescribed in Point g and Point h Clause 1 Article 18 of this Decree in any tax year during the CIT incentive period, then the enterprise shall not be entitled to CIT tax incentives for that year.

11. High-tech enterprises, hi-tech agriculture enterprises, science and technology enterprises shall be entitled to CIT incentives for income from high-tech activities, application of high technologies, outcomes of scientific research and technological development, and income directly related to high-tech activities, application of high technologies, outcomes of scientific research and technological development.

Chapter VI

IMPLEMENTATION CLAUSES

Article 24. Entry into force

1. This Decree enters into force from the day on which it is signed and is applicable from the CIT period of 2025. Entry into force of certain provisions:

a) Enterprises may choose to apply the regulations on revenue, expenses, CIT incentives, CIT exemption, CIT reduction, and loss carry-forward of this Decree either from the beginning of the tax year 2025, or from the effective date of the Law on Corporate Income Tax, or from the effective date of this Decree; in cases where the enterprise’s tax period of 2025 begins after the effective date of the Law on Corporate Income Tax, the application shall start from the effective date of the Law on Corporate Income Tax or from the effective date of this Decree;

b) Regulations on proofs of cashless payment in Point c Clause 1 Article 9 and regulations on capital transfer in Point I Clause 3 Article 12 of this Decree shall apply from the effective date of this Decree.

2. This Decree replaces:

a) The Government’s Decree No. 218/2013/ND-CP dated December 26, 2013 elaborating some Articles of the Law on Corporate Income Tax;

b) The Government’s Decree No. 91/2014/ND-CP dated October 01, 2014 on amendments to some Articles of tax-related Decrees;

c) The Government’s Decree No. 12/2015/ND-CP dated February 12, 2015 elaborating the Law on Amendments to some Articles of tax-related Laws and tax-related Decrees;

d) The Government’s Decree No. 57/2021/ND-CP dated June 04, 2021 on addition of Point g on CIT incentives for projects for manufacture of ancillary industry products to Clause 2 Article 20 of the Government’s Decree No. 218/2013/ND-CP.

3. In cases where the legislative documents referred to in this Decree are amended or replaced, provisions of the amending or replacing documents shall apply.

Article 25. Transition clauses

1. Enterprises having new investment projects before the effective date of the Law on Corporate Income Tax and before the expiration of its CIT incentive period, including new investment projects that have not had CIT incentives under legislative documents on CIT before the effective date of this Decree, shall be entitled to CIT incentives for the remaining period under legislative documents applicable at the time of issuance of the Certificate of Investment Registration, investment guideline approval under investment laws, or investment permission under relevant laws; if the incentives prescribed in this Decree are more beneficial than the incentives currently applied, the enterprise may switch over to applying the incentives prescribed in this Decree for the remaining period. The remaining period mentioned in this Point shall begin from the tax period of 2025.

2. In cases where an enterprise having expansion investment projects is granted or revises the Certificate of Investment Registration, investment guideline approval, investment project execution report under investment laws submitted to investment registration authority, or investment permission under relevant laws (hereinafter referred to as "investment permission") before the effective date of the Law on Corporate Income Tax and before the expiration of its CIT incentive period, including expansion investment projects whose Certificates of Investment Registration or investment permissions have been granted or revised but have not been provided with incentives under legislative documents on CIT before the effective date of this Decree, CIT incentives shall be provided for the remaining period under legislative documents applicable at the time of issuance or revision of the Certificate of Investment Registration or investment permission; if the incentives prescribed in this Decree are more beneficial than the incentives currently applied (even if the enterprise is eligible for incentives but has not applied such incentives), the enterprise may switch over to applying the incentives prescribed in this Decree for the remaining period. The remaining period mentioned in this Point shall begin from the tax period of 2025.

In cases where an enterprise having expansion investment projects is granted or revises the Certificate of Investment Registration, investment guideline approval or investment permission before the effective date of the Law on Corporate Income Tax, the incentives and incentive period for expansion investment shall be determined according to legislative documents defective at the time of issuance or revision of the Certificate of Investment Registration, investment guideline approval or investment permission.

3. Enterprises' income that is eligible for CIT incentives under legislative documents on CIT applicable before the effective date of the Law on Corporate Income Tax (except investment projects prescribed in Clause 1 and Clause 2 of this Article) but is not eligible for CIT incentives under the Law on Corporate Income Tax shall not be eligible for CIT incentives from the effective date of the Law on Corporate Income Tax.

4. If an enterprise incurs losses before the effective date of this Decree (including losses on transfer of real estate, investment projects, rights to participate in investment projects) and the time limit for loss carry-forward has not expired, the enterprise may continue to carry forward such losses under this Decree for the remaining period. Losses on transfer of real estate, investment projects, rights to participate in investment projects incurred in the previous period shall not be carried forward to be offset against profits on business operations eligible for CIT incentives.

Article 26. Responsibility for implementation

1. The Minister of Finance shall elaborate the assigned Articles and Clauses of this Decree and provide guidelines for implementation of this Decree within the scope of its functions, duties and management.

2. The Minister of Science and Technology shall draft and promulgate or propose promulgation of legislative documents as the basis for implementation of policies of CIT exemption and CIT incentives prescribed in Clause 4 Article 4 of this Decree, and other contents relevant to its functions and duties.

3. The Minister of Industry and Trade draft and promulgate or propose promulgation of legislative documents on ancillary industry products prescribed in Point c Clause 2 Article 18 of this Decree.

4. Ministers, heads of ministerial-level agencies, heads of Governmental agencies, Presidents of the People’s Committees of provinces and cities, relevant organizations and individuals are responsible for the implementation of this Decree.