On 14 June 2025, the National Assembly of Vietnam officially passed the amended Law on Corporate Income Tax 2025 (“Law on CIT 2025”), demonstrating the State’s strong commitment to enhancing support for the private sector, particularly small and medium-sized enterprises (“SMEs”), and promoting the conversion of household businesses into enterprises. This is one of the key measures to implement Resolution 68-NQ/TW, reaffirming the private sector as a significant driver of the national economy.

Under the current legal framework, a uniform 20% corporate income tax (CIT) rate is applied to all enterprises, regardless of size or revenue. This, to some extent, has not encouraged the growth of SMEs, as the tax burden does not align with the financial capacity of this type of enterprise. To promote SME development, the Law on CIT 2025 introduces two preferential tax rates: a 15% tax rate applicable to enterprises with total annual revenue not exceeding VND 3 billion, and a 17% tax rate applicable to enterprises with total annual revenue exceeding VND 3 billion but not exceeding VND 50 billion. However, to prevent large enterprises from establishing SME subsidiaries solely to take advantage of these preferential tax rates, the law stipulates that such rates will not apply to subsidiaries or affiliated enterprises if the remaining enterprises within the affiliated group do not simultaneously meet the revenue criteria mentioned above. The implementation of preferential tax rates for SMEs is expected to provide significant financial support to the private sector, enabling SMEs to retain more capital for reinvestment and business expansion.

To facilitate the operations of small enterprises and reduce their compliance burdens concerning accounting and tax obligations, the Law on CIT 2025 also introduces a simplified tax calculation method based on a percentage of revenue. Accordingly, enterprises with total annual revenue not exceeding VND 3 billion are permitted to choose the method of declaring and paying CIT based on a fixed percentage of their revenue. The applicable rates vary depending on business activities: 0.3% for the distribution and supply of goods; 1.2% for manufacturing, transportation, services associated with goods, and construction activities where the contractor supplies materials; 1.5% for services and construction activities where the contractor does not supply materials; 4% for property leasing, insurance agency, lottery agency, and multi-level marketing agency activities; and 0.5% for other activities. This policy is anticipated to reduce compliance burdens and accounting costs while aligning with the small scale and limited management capacity of these enterprises.

Another notable point of the Law on CIT 2025 is the corporate income tax exemption for enterprises formed through the conversion of household businesses, aiming to encourage household businesses to convert into enterprises in line with the Government’s policies. Specifically, enterprises established through the conversion of household businesses, with total annual revenue not exceeding VND 50 billion, will be exempt from CIT for two consecutive years starting from the first year they generate taxable income. To ensure this tax exemption policy is applied to the appropriate beneficiaries, the law requires that household businesses must have operated continuously for at least 12 months before converting into an enterprise. Additionally, this exemption will not apply if the newly converted enterprise has its legal representative, largest capital-contributing member, or general partner simultaneously holding one of these positions in another operating enterprise or in another enterprise that was dissolved within 12 months prior to the registration date for the conversion.

Overall, the Law on CIT 2025 brings groundbreaking reforms, marking a significant step in improving the business environment, enhancing competitiveness, and promoting sustainable development for the private sector in Vietnam. The new policies will provide substantial support to SMEs, particularly household businesses transitioning into formal enterprises, thereby expanding the formal economy and contributing to long-term economic growth.

E-Invoices, Social Insurance, and New Rules Every Household Business Must Know

Starting from mid-2025 and especially from 2026, household businesses in Vietnam will face a series of major regulatory changes in tax and social insurance obligations. These reforms mark the end of the long-standing fixed tax method and the beginning of a more transparent, declaration-based system aligned with actual revenue. To ensure compliance and avoid penalties, household businesses must understand and prepare for these changes in a timely manner.

Mandatory e-invoices and electronic cash registers from 1 June 2025

From 1 June 2025, household businesses with annual revenue of at least VND 1 billion, operating in sectors such as food and beverage, hotels, supermarkets, retail, passenger transport, and personal services, must use e-invoices generated by electronic cash registers directly connected to the tax authority’s system. They will also be required to declare taxes monthly or quarterly, maintain simplified accounting books, issue e-invoices in compliance with Decree 123/2020/ND-CP, and self-calculate and pay VAT, personal income tax (PIT), and business license fees where applicable. This reform replaces subjective fixed-tax assessments with a fairer, more transparent system based on actual revenue.

Abolition of the fixed tax method from 1 January 2026

Effective 1 January 2026, the fixed tax method will be abolished under Resolution 198/2025/QH15 and Decree 70/2025/ND-CP. All household businesses must comply with general tax management requirements, including tax registration, declaration, payment, invoicing, and periodic reporting as prescribed by law.

Higher VAT and PIT exemption threshold from 1 January 2026

Under the new Law on VAT 2024, the threshold for VAT and PIT exemption will double from VND 100 million to VND 200 million per year. Although businesses earning no more than VND 200 million annually will be exempt from VAT and PIT, they remain obligated to register, declare, maintain accounting books, and issue e-invoices in accordance with the Law on Tax Administration 2019.

Mandatory social insurance for owners from 1 July 2025

For the first time, household business owners directly involved in regular business activities will be required to participate in mandatory social insurance, alongside their employees (if any). This requirement, effective 1 July 2025 under the Law on Social Insurance 2024, underscores the State’s intent to extend social security coverage to all economically active individuals.

Key compliance actions to prepare

To adapt to this new regulatory environment, household businesses should promptly review and update their tax registration details with local tax authorities, including adjustments to their registered business codes if actual operations differ. They must also ensure they have the proper equipment and software for issuing compliant e-invoices connected to the tax authority’s system. Even under the simplified accounting regime, they must maintain complete records of revenues and expenses to support tax declarations and facilitate inspections. Businesses should declare taxes accurately and on time, avoiding underreporting or delays, which could incur penalties.

For household businesses with large, stable operations and regular employment, it may be worth considering a transition to a formal enterprise structure under the Law on Enterprises. This change could offer additional benefits, including improved access to credit, stronger legal protections, and clearer obligations.

In summary, from mid-2025 — and particularly from 2026 — household businesses must be ready to move away from the outdated fixed tax method toward a modern, transparent tax and social insurance regime. Adopting e-invoicing systems, maintaining proper records, fulfilling declaration and reporting obligations, and planning for social insurance contributions are all critical steps to ensure smooth and compliant operations during this transition.

The Tax Sub-Department of Region XVI has issued Official Letter 7629/CCTKV. XVI-QLDN  dated 14/5/2025 to provide guidance to enterprises on resolving certain issues related to invoice issuance in cases involving the sale of shopping vouchers.

According to current regulations, invoices for the sale of goods must be issued at the time ownership or usage rights are transferred, regardless of whether payment has been received. However, shopping vouchers are not considered goods or assets. Therefore, when an enterprise sells shopping vouchers to customers, it is only required to issue a receipt for the amount collected and is not required to issue a VAT invoice at the time of voucher sale. Instead, a VAT invoice is only issued when the customer uses the shopping voucher to exchange for goods, based on the time when the ownership or the right to use the goods is transferred to the customer.

On May 6, 2025, the Customs Department issued Official Letter No. 4072/CHQ-NVTHQ providing guidance for enteprises on the handling of value-added tax (VAT) for cases where imported goods are damaged due to fire or storms.

Accordingly, the Customs Department confirmed that imported goods are subject to import duty and VAT, unless specific exemptions are provided by law. For import duty, the applicable laws clearly provide that importers may be entitled to a reduction of import duty in cases where goods are damaged while under customs supervision, with the reduction proportionate to the actual loss incurred.

However, regarding VAT, the current legal instruments governing VAT do not provide any provisions for exemption or reduction in the event that goods are damaged or destroyed. Therefore, the Customs Department confirmed that enterprises have no legal grounds to seek a VAT exemption or reduction for imported goods that have suffered damage.

As part of efforts to implement the revised 2024 Law on Value-Added Tax, the Ministry of Finance is developing a Draft Decree (“Draft”) that aims to clarify and operationalize new VAT regulations. The Draft is expected to improve tax transparency, strengthen administrative oversight, and assist businesses in achieving compliance. Key proposals under the Draft include several significant adjustments.

One notable change is the proposed reduction in the threshold for non-cash payments required to qualify for input VAT deductions. Currently, a non-cash payment is required for purchases of VND 20 million or more. The Draft lowers this threshold to VND 5 million (including VAT), reflecting a stricter approach to discourage tax fraud and enhance traceability in transactions.

The Draft also introduces clearer definitions for goods and services not subject to VAT. For instance, preliminary processed agricultural products are now defined as items that have undergone basic processes such as milling, peeling, drying, canning, or preservation using inert gases or sulfur. This clarification aims to help taxpayers and authorities more clearly identify qualifying VAT-exempt agricultural goods. Additionally, the Draft proposes extending VAT exemption to include artificial products that replace human body parts, as well as imported goods classified as relics, antiques, and national treasures in accordance with legal provisions. These clarifications are expected to facilitate more consistent interpretation and application of VAT exemptions.

Regarding VAT for promotion, under current regulations, promotional goods and services provided free of charge have a taxable price of zero. However, ambiguity remains for cases involving price reductions during promotions. To address this, the Draft specifies that the VAT taxable price in such instances shall be the discounted price applied during the registered or notified promotional period under commercial law.

To support businesses involved in supplying goods and services taxed at the 5% VAT rate, the Draft introduces new provisions for VAT refunds. Enterprises exclusively conducting 5% VAT activities may claim a refund if accumulated uncredited input VAT reaches VND 300 million or more over a 12-month period. Businesses with mixed VAT activities (5% and other rates) may also qualify for refunds if they can account separately for input VAT related to their 5% VAT-rated activities, and the threshold of VND 300 million is met.

In general, the Draft aims to provide clearer guidance and more consistent enforcement of the new VAT Law. The proposed amendments balance the objectives of effective tax administration with the need to simplify procedures and support business operations. If adopted, these changes are expected to facilitate smoother implementation of the VAT law and reduce interpretive uncertainties for both taxpayers and tax authorities. 

 

On May 16, 2025, the Ministry of Health promulgated Circular No. 12/2025/TT-BYT (“Circular 12”), governing the registration for marketing authorization (MA) of pharmaceutical products and active pharmaceutical ingredients (APIs) in Vietnam. Circular 12 officially supersedes Circular No. 08/2022/TT-BYT, Circular No. 16/2023/TT-BYT, and Circular No. 55/2024/TT-BYT. 

Compared to the previous regulations, Circular 12 has simplified administrative procedures and provided greater clarity on specific regulatory requirements regarding registration dossiers and processes for MA. Key revisions introduced under Circular 12 are as follow:

Changes in documentation requirements and administrative procedures for MA registration

One key revision of Circular 12 compared to Circular No. 08/2022/TT-BYT, is the revised CPP requirement, as Circular 12 now allow submission of a single CPP from either the country of manufacture or an EMA/SRA country where the product is actually marketed, which enhances access to new drugs, vaccines and biologics. However, enterprise responsibilities are significantly reinforced. Specifically, the period for CPP authenticity verification is now extended to 03 years from the date of a regulatory sanction decision. Manufacturers and applicants bear full legal responsibility for the accuracy and legitimacy of their registration dossiers.

Regarding the MA renewal process, dossiers may now be submitted at any time prior to expiration date without a maximum time limit, enabling continuous market presence for strategic products. The new regulation also specifies that the product name may be changed during renewal. All other changes must be handled through corresponding variation dossiers. If a name change is approved upon MA renewal, this modification must be implemented no later than 12 months following approval.

Notably, to improve dossier quality, Circular 12 imposes stricter limits on dossier supplementation: a maximum of 02 rounds, each within 06 months, for initial registration, renewal, and variation. A third round is only permitted under exceptional circumstances, either at the request of evaluating experts (with Advisory Council approval) or from the Advisory Council itself. This emphasizes the need for careful preparation to ensure that the initial dossier is complete and consistent, with post-approval changes (if any) to be handled through appropriate variation or supplementation procedures.

Harmonization with international standards via reference assessment procedures and clinical data 

Circular 12 have provide new regulation on reference assessment procedures, applied to drugs granted MA by EMA/SRA authorities, provided the Assessment Report is submitted within 05 years of the initial approval date. The Drug Administration of Vietnam (DAV) will verify technical document consistency with the reference dossier, and independently assess administrative and technical documents that differ. Assessment Reports from the EMA/SRA must be the official, final version, accompanied by any relevant decisions (if applicable), and must detail the evaluation of product quality, safety, and efficacy, along with the legal basis and scientific rationale for approval. At a minimum, these reports must cover administrative contents, quality, safety and efficacy data, together with a comparative equivalence table following Form 09/TT.

Clinical dossier requirements under Circular 12 also differ significantly from earlier regulations. Circular 12 mandates clinical data demonstrating safety and efficacy, sets clear exemption criteria for clinical trials or specific trial phases, and specifies cases requiring Phase IV trials. Circular 12 also outlines detailed clinical documentation requirements for new chemical drugs, vaccines, biologics, new non-innovator drugs (including first generics and super generics), and traditional or herbal medicinal products.

Delineation in authority to grant MA and shorten approval timelines 

Circular 12 modifies the MA issue authority. Accordingly, the DAV will issue MAs following consultation with the Advisory Council for the following cases: newly authorized drugs within the 03 years; withdrawn products (voluntarily or by order); critical variations (e.g., ETC/OTC reclassification, changes to indications, dosage, administration route, and patient population); and the designation of innovator drugs, reference biological products, or submissions involving bioequivalence (BE) studies. Circular 12 then empowered the DAV to grant MAs directly, without Advisory Council consultation for products: that have held MA for 05 years; non-critical variation dossiers; and updates to the package insert to align with approved innovator drugs.

To ensure timely access to medicines and minimize MA approval delays, Circular 12 shortens dossier evaluation timelines: 12 months for new registrations; 9 months for new registrations via the reference pathway; 3 months for major variations and minor variations requiring prior approval; and just 20 working days for minor variations requiring notification only. For contract-manufactured (CM) or technology-transferred (TT) drugs, evaluation timelines are also encouraged to be shortened: no more than 3 months for drug products prior to contract manufacturing and drug products prior to technology transfer already granted an MA, and no more than 9 months for those without an existing MA. 

Circular 12 contains several entirely novel provisions implemented for the first time, necessitating additional guidance from the DAV to ensure uniform application across the pharmaceutical sector. For enterprises, the new regulations under Circular 12 promise to simplify both the dossier requirements for obtaining MA as well as reducing the processing time. Therefore, proactively understanding and adapting to these significant changes in Circular 12 will be a key factor in maintaining a competitive advantage in the market. Circular 12 will take effect from July 1, 2025. 

The cosmetics sector in Vietnam is currently governed primarily by Decree No. 93/2016/ND-CP, Circular No. 06/2011/TT-BYT, and related legal documents. However, over time, these regulations have revealed significant gaps with substandard cosmetic products continuing to circulate openly in the market, posing risks to consumer health and undermining fair competition.

In response to these issues, the Ministry of Health is developing the first draft of a new Decree on Cosmetics Management (“Draft”) which seeks to strengthen the regulatory framework. The Draft introduces a range of proposed changes to improve oversight, address existing shortcomings, and promote a more transparent and equitable business environment in the cosmetics industry. 

One of the major focuses of the Draft is the tightening of regulations on cosmetic advertising. To prevent misleading or deceptive cosmetic advertisements, the Draft proposes to prohibit the use of images, uniforms, or names of doctors, pharmacists, healthcare professionals, or medical facilities in cosmetic advertisements. Additionally, the use of certain terms such as “treatment,” “heals immediately,” “eradicates,” “cures,” “permanently cured,” “kills viruses,” “kills fungi,” “fat reduction,” “weight loss,” and similar phrases in cosmetic advertising will be banned. These proposal are aimed at preventing cosmetics from being mistaken for medicinal products and enhancing the clarity and reliability of advertising content. While these stricter rules may initially challenge businesses in revising their promotional strategies, they are expected to support a healthier competitive environment and protect consumer interests.

The Draft also proposes enhanced requirements for cosmetic manufacturing facilities. Specifically, the Draft requires each facility to appoint a full-time quality assurance officer with a university degree in a relevant field, specialized training in cosmetic quality management, and at least two years of relevant experience. In terms of infrastructure, the Draft sets out more detailed and specific standards for ventilation, lighting, water systems, and equipment used in the manufacturing process, aiming to raise safety and quality benchmarks across the industry.

Moreover, in contrast to the current regulations, which only require the appointment of a production supervisor with relevant expertise, the Draft goes further by requiring that all personnel directly involved in the production process must possess appropriate professional knowledge, experience, skills, and competence consistent with the scale of the facility. Furthermore, these personnel must be trained in manufacturing procedures in accordance with CGMP principles. 

Significant changes are also proposed to the cosmetic product notification process. Under the current framework, a receipt number must be issued within three working days from the date a valid dossier is submitted, and remains valid for five years. The Draft, however, proposes to extend this processing period to ten working days and reduce the validity of the receipt number from five years to three. According to the Ministry, this adjustment is consistent with international practice, where the validity period often ranges from one to three years.

Overall, the Draft introduces more specific and detailed regulations compared to the current framework, reflecting the Ministry of Health’s efforts to address existing shortcomings and elevate the regulatory standards for the cosmetics sector. If adopted, the new regulations will likely extend the time required for cosmetic notification procedures and place greater restrictions on advertising activities. However, in the long run, the Draft is expected to help establish a more transparent, equitable, and stable business environment.

Ho Chi Minh City, June 7, 2025 – ALIAT GROUP actively participated in Ulaw Career Day 2025, an annual event organized by the Ho Chi Minh City University of Law at its main campus on Nguyen Tat Thanh Street, District 4. This event serves as a vital platform connecting students with leading businesses in the legal and economic sectors, attracting widespread interest from students, faculty, and industry professionals. As part of the program, Lawyer Nguyen Quoc Phong – Founding Partner and Deputy CEO of ALIAT GROUP – was invited as a speaker for the thematic panel discussion “AI & Practical Experience.” His presentation, titled “Exploring How Artificial Intelligence is Reshaping Recruitment,” offered insightful perspectives on the impact of technology on the job market. His practical advice and forward-looking views equipped students with valuable knowledge and greater confidence in navigating the evolving recruitment landscape. 

Following the event, ALIAT GROUP’s executive team held a working session with the leadership of Ho Chi Minh City University of Law to foster closer institutional collaboration. Representing the university were Assoc. Prof. Dr. Tran Viet Dung, Vice Rector, and Mr. Nguyen Thanh Ba Dai, Secretary of the Youth Union and Deputy Head of Communications and Corporate Relations. On ALIAT GROUP’s side, the meeting was attended by Mr. Duong Thanh Long – CEO, Mr. Nguyen Quoc Phong – Deputy CEO, and Ms. Le Thi Thu Giang – Director of Administration and Human Resources.

During the meeting, both parties discussed their strengths, development orientations, and shared goals in training, research, and the development of legal human resources. With an open, forward-thinking spirit, ALIAT GROUP and the University agreed to jointly develop practical, in-depth, and impactful collaboration programs that can deliver real value to students and the broader legal community. In the near future, the two parties plan to work together on a detailed and concrete plan to effectively implement the discussed initiatives, further enhancing the connection between legal education and professional practice.

 

The Tax Department has issued specific guidance on corporate income tax (CIT) related to capital transfer activities in Official Letter No. 159/CT-CS, dated March 14, 2025.

Specifically, a company sold its wholly owned single-member limited liability company (LLC) in the form of a capital transfer that included real estate assets. The company is currently facing difficulties in determining how the income from this transaction should be declared and what CIT rate should be applied.

The Tax Department emphasized the following principles for determining taxable income from capital transfers: If a company sells its wholly owned single-member LLC in the form of a capital transfer that includes real estate, the transaction must be declared and taxed as a real estate transfer rather than as a capital transfer. Accordingly, the applicable CIT rate for this type of transaction will be the same as that for real estate transfers, which is 20%.

Thus, based on the Tax Department’s guidance, businesses conducting capital transfers involving real estate assets within a single-member LLC must declare and pay CIT at the rate applicable to real estate transfers.

DISCLAIMER

Legal News from Aliat Legal is provided for general informational and reference purposes only and should not be considered a legal opinion nor relied upon in lieu of specific advice. Specific legal advice about your specific circumstances should always be sought separately before taking any action based on this publication. Please contact us for further details on which you have concern.

Main office: 27-31 D7 Street, An Khanh Ward, Thu Duc City, Ho Chi Minh City

Telephone: 19005555338 | Fax: [+84 28] 3519 4668

Email: contact@aliat.group

Website: www.aliat.group

On March 14, 2015, the Tax Department – Ministry of Finance issued an official letter addressing inquiries related to deductible expenses for corporate income tax (CIT) purposes. Specifically, the guidance pertains to the treatment of one-time lump-sum land rental payments and management fees for leased land that has not yet been utilized for production and business activities. The issue raised was whether land rental expenses for leased land that has not yet been put into use for business operations could be considered deductible when determining taxable income for CIT purposes.

According to the Tax Department, under current regulations, a business expense is deductible when calculating taxable income if it meets the following conditions: Firstly, the expense is actually incurred and relates to the company’s production and business activities; Secondly, the expense is supported by legitimate invoices and documentation as required by law; Thirdly, for expenses where an invoice is issued for a single purchase of goods or services valued at VND 20 million or more (including VAT), non-cash payment proof is required.

Based on this interpretation, the Tax Department holds that land rental expenses for leased land that has not yet been used for business activities do not satisfy the first condition above. Consequently, such expenses cannot be considered deductible at the time the leased land remains unused for production and business purposes. In other words, only when the leased land is put into use for business activities can the company recognize land rental expenses as deductible when calculating taxable income.

DISCLAIMER

Legal News from Aliat Legal is provided for general informational and reference purposes only and should not be considered a legal opinion nor relied upon in lieu of specific advice. Specific legal advice about your specific circumstances should always be sought separately before taking any action based on this publication. Please contact us for further details on which you have concern.

Main office: 27-31 D7 Street, An Khanh Ward, Thu Duc City, Ho Chi Minh City

Telephone: 19005555338 | Fax: [+84 28] 3519 4668

Email: contact@aliat.group

Website: www.aliat.group