New Tax Rules for Capital or Share Transfer in Vietnam
According to the revised Corporate Income Tax Law of Vietnam, which came into effect on 1 October 2025, non-resident enterprises who directly or indirectly transfer the rights and interests of enterprises registered in Vietnam will be taxed at an applicable tax rate on the gross transfer price.
Before the revision of the Corporate Income Tax Law of Vietnam, when a non-resident enterprise directly transfers the shares of a Vietnam non-public listed joint stock company or the capital of a Vietnam limited liability company, the transferor shall pay corporate income tax at a rate of 20% on the "Actual Gain" of the transfer. This is commonly referred to as capital gains tax. Actual Gain = gross transfer price - cost of acquiring shares or equity (for example, the original capital contribution or purchase price from a third party)
Starting from 1 October 2025, a non-resident enterprise that directly or indirectly transfers the shares of a Vietnam non-public listed joint stock company or the capital of a Vietnam limited liability company must calculate and pay corporate income tax at an applicable tax rate on the gross transfer price. The cost of acquiring shares or equity by the transferor will no longer be calculated. According to the new rules, the transferor still needs to pay taxes even though there is no gain for the transfer.
However, up to now, the Vietnamese government has not yet released the detailed implementation rules on the applicable corporate income tax rates and other relating issues for direct or indirect transfer of the rights and interests of Vietnam enterprises by non-resident enterprises.
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