The Ministry of Finance is drafting a Decree on tax administration for enterprises with affiliated relationships, updating provisions on related-party transactions, taxpayer obligations, and Country-by-Country reporting. The draft aligns with Law No. 108/2025/QH15 and sets the CbCR threshold at EUR 750 million (approx. VND 22 trillion).
The Vietnamese Ministry of Finance (MoF) is preparing a draft Decree on tax administration for related-party transactions of enterprises with affiliated relationships, in line with the Law on Tax Administration No. 108/2025/QH15.
The new regulations aim to ensure consistent application from the Law’s effective date on 1 July 2026, and to address challenges observed under Decree No. 132/2020/NĐ-CP and Decree No. 20/2025/NĐ-CP.
This announcement was made on 23 March 2026.
Related-party transactions
A related-party transaction is a transaction arising between parties that have an affiliated relationship.
According to the draft, affiliated relationships include:
- An enterprise directly or indirectly holding at least 25% of the contributed capital of another enterprise.
- Both enterprises having at least 25% of their contributed capital held directly or indirectly by a third party.
- An enterprise being the largest shareholder in terms of contributed capital and directly or indirectly holding at least 10% of the total shares of another enterprise.
The draft Decree emphasises ensuring consistency, transparency, feasibility, and ease of application in practice, thereby enhancing the effectiveness of tax administration for enterprises engaged in related-party transactions. It also aims to strengthen tax administration to limit fraud, combat transfer pricing, and contribute to increased state budget revenues.
Drafting approach
Based on the provisions of the Law on Tax Administration No. 108/2025/QH15, and the Government’s mandate to regulate tax administration for related-party transactions, the draft Decree is structured as follows:
- Retaining 13 provisions of Decree No. 132/2020/NĐ-CP that remain appropriate, including: Article 1 (scope of regulation); Articles 6–15 (analysis, comparison, selection of subjects, independent comparison, and methods of determining related-party transaction prices); Article 16 (determination of deductible expenses for enterprises with related-party transactions); and Article 23 (implementation responsibilities).
- Amending and supplementing 10 provisions to address practical shortcomings, including Articles 2, 3, 4, 5, 17, 18, 20, 21, and 22.
Databases for declaring, determining, and managing related-party transaction prices
Article 17 of the draft Decree largely inherits the provisions of Article 17 of Decree No. 132/2020/NĐ-CP regarding databases used in declaring, determining, and managing related-party transaction prices.
Additional amendments include:
- Revising commercial databases (taxpayer databases) to align with Clause 15, Article 4 of the Law on Tax Administration No. 108/2025/QH15 and relevant legal instruments.
- Supplementing tax administration databases (tax authority databases) under Clause 2, Article 35 of the Law on Tax Administration No. 108/2025/QH15, to provide tax authorities with more information when determining related-party transaction prices.
Rights and obligations of taxpayers in declaring and determining related-party transaction prices
Article 18 of the draft Decree largely inherits the provisions of Article 18 of Decree No. 132/2020/NĐ-CP.
However, the draft reorganises and clarifies taxpayers’ rights and obligations to ensure transparency and ease of application, while also amending and supplementing certain provisions. Specifically:
- Taxpayer rights are revised to align with Clause 1, Article 37 of the Law on Tax Administration No. 108/2025/QH15.
- Taxpayer obligations are revised to align with Clause 2, Article 37 of the same Law.
- Obligations related to the Country-by-Country Report (CbCR) are updated, particularly regarding revenue thresholds and reporting formats.
Country-by-Country reporting (CbCR)
Under current regulations (Clause 5, Article 18 of Decree No. 132/2020/NĐ-CP), a Vietnamese ultimate parent company with consolidated global revenue of at least VND 18 trillion in a tax period must prepare a CbCR.
The Ministry of Finance notes:
- The VND 18 trillion threshold was based on OECD BEPS Action 13 guidance (equivalent to EUR 750 million at 2015 exchange rates). However, exchange rates fluctuate, and currently EUR 750 million is approximately VND 22 trillion. Thus, the existing threshold is no longer appropriate.
- In line with OECD BEPS Action 13 minimum standards, the threshold should be determined based on the consolidated global revenue of the group in the fiscal year immediately preceding the reporting year.
- The draft Decree therefore adjusts the threshold to EUR 750 million (approx. VND 22 trillion at current rates), consistent with Decree No. 236/2025/NĐ-CP and international practice.
Reporting format and submission
The draft requires CbCRs to be submitted electronically via the National Public Service Portal, the Tax Administration Information System, or through authorized T-VAN service providers, in encrypted XML format. Exchange rates applied will be the central or average cross rates for December of the fiscal year preceding the reporting year, as published by the State Bank of Vietnam.
The Ministry of Finance emphasises that raising the threshold to EUR 750 million will reduce the number of Vietnamese ultimate parent companies required to submit CbCRs, thereby lowering compliance costs and contributing to tax administrative reform.
Draft provision (Point a, Clause 3, Article 18):
“In cases where the taxpayer is a Vietnamese ultimate parent company with consolidated global revenue in the fiscal year immediately preceding the reporting year equivalent to EUR 750 million or more, the taxpayer is responsible for preparing a Country-by-Country Report in the transfer pricing documentation (Appendix IV attached to this Decree) and submitting it to the tax authority via the National Public Service Portal, the Tax Administration Information System, or through authorized T-VAN service providers, in encrypted XML format. The applicable exchange rate shall be the central or average cross rate for December of the fiscal year immediately preceding the reporting year, as published by the State Bank of Vietnam.”
