LAW

ON CORPORATE INCOME TAX

The Law on Corporate Income Tax No. 14/2008/QH12 dated June 03, 2008 of the National Assembly, which comes into force from January 01, 2009, is amended by:

1. The Law No. 32/2013/QH13 dated June 19, 2013 of the National Assembly providing amendments to the Law on Corporate Income Tax, which comes into force from January 01, 2014;

2. The Law No. 71/2014/QH13 dated November 26, 2014 of the National Assembly providing amendments to the tax laws, which comes into force from January 01, 2015;

3. The Law on Investment No. 61/2020/QH14 dated June 17, 2020 of the National Assembly, which comes into force from January 01, 2021;

4. The Law on Petroleum No. 12/2022/QH15 dated November 14, 2022 of the National Assembly, which comes into force from July 01, 2023.

Pursuant to the 1992 Constitution of the Socialist Republic of Vietnam, as amended in the Resolution No. 51/2001/QH10;

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Chapter I

GENERAL PROVISIONS

Article 1. Scope

This Law deals with taxpayers, taxable income, tax-free income, basis and method of tax calculation, and corporate income tax incentives.

Article 2. Taxpayers

1. Payers of corporate income tax (CIT) are organizations that earn taxable income from manufacture and/or trade of goods and/or service provision (hereinafter referred to as “enterprises”), including:

a) Enterprises that are duly established and operating under the law of Vietnam;

b) Any enterprise established under a foreign law (hereinafter referred to as “foreign enterprise"), whether it has a permanent establishment in Vietnam or not;

c) Organizations established under the Law on co-operatives;

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dd) Other organizations earning income from production/business operations.

2. Enterprises that have taxable income prescribed in Article 3 of this Law will pay CIT as follows:

a) Enterprises that are duly established under the law of Vietnam will pay CIT on taxable income earned within and outside of Vietnam;  

b) A foreign enterprise that has a permanent establishment in Vietnam will pay CIT on taxable income earned within and outside of Vietnam in connection with operations of that permanent establishment;

c) A foreign enterprise that has a permanent establishment in Vietnam will pay CIT on taxable income which are earned within Vietnam and are not related to operations of that permanent establishment;

d) A foreign enterprise that has no permanent establishment in Vietnam will pay CIT on taxable income earned in Vietnam.

3.[2] A permanent establishment of a foreign enterprise is a business establishment through which the foreign enterprise conducts part or all of its business operations in Vietnam, including:

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

b) Construction sites;

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d) Agents of foreign enterprises;

dd) Representatives in Vietnam, including representatives that are authorized to sign contracts undersigned by foreign enterprises or representatives that are not authorized to sign such contracts but regularly deliver goods or provide services in Vietnam.

Article 3. Taxable income

1. Taxable income includes income earned from manufacture and/or trade of goods and/or service provision and other income prescribed in Clause 2 of this Article.

2. In case where a Vietnamese enterprise makes investment in a foreign country that has signed a Double Taxation Agreement and transfers its income to Vietnam after paying CIT overseas, regulations of such Agreement shall apply. If the foreign country has not signed a Double Taxation Agreement with Vietnam and the rate of CIT incurred in the foreign country is lower, the difference in CIT shall be collected in accordance with the Law on Corporate Income Tax of Vietnam.

Article 4. Tax-free incomes

1.[4] Incomes from farming, husbandry, aquaculture and salt production of cooperatives; incomes of cooperatives engaged in agriculture, forestry, fisheries and salt production in disadvantaged areas or extremely disadvantaged areas; incomes of enterprises from farming, husbandry and aquaculture in extremely disadvantaged areas; incomes from fishing activities.

2. Incomes from provision of technical services directly serving agriculture.

3. Incomes from the execution of scientific research and technological development contracts, experimental products during the experimental production period, and products that are results of new technologies applied in Vietnam for the first time.

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5. Incomes from provision of vocational training for ethnics, disabled people, disadvantaged children and ex-offenders.  

6. Incomes from contribution of capital or domestic business cooperation distributed after CIT is paid in accordance with regulations of this Law.

7. Sponsorships for education, scientific research, culture, art, charity and other social activities in Vietnam.

8.[6] Incomes from transfer of Certified Emissions Reductions (CERs). 

9.[7] Incomes of Vietnam Development Bank from credit extension serving development investment, credit extension serving export assigned by the State; incomes of Bank for Social Policies derived from credit extension to the poor and other beneficiaries of incentive policies; incomes of state financial funds and other non-profit state funds; incomes of wholly state-owned organizations established by the Government to deal with bad debts of credit institutions of Vietnam.

10.[8] Undistributed incomes of establishments making investment in education – training, healthcare and other fields in which private sector investment is encouraged, which are retained for investment in their development on accordance with specialized regulations of laws on education – training, healthcare and other fields in which private sector investment is encouraged; undistributed incomes of cooperatives, that are duly established and operating in accordance with the Law on cooperatives, retained for acquisition of their assets.

11.[9] Incomes from technology transfer in the favored fields to entities in extremely disadvantaged areas.

Article 5. Tax period

1. The tax period is the calendar year or fiscal year, except the case prescribed in Clause 2 of this Article.

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Chapter II

BASIS AND METHODS OF TAX CALCULATION

Article 6. Basis for tax calculation

The basis for tax calculation is the assessable income and CIT rate.

Article 7. Determination of assessable income

1. Assessable income incurred in a tax period equals (=) taxable income minus (-) tax-free income and losses carried forward from previous years.

2. Taxable income equals (=) revenue minus (-) deductible expenses incurred during performance of business operation plus (+) other incomes, including incomes received outside of Vietnam.

3.[10] Incomes from transfer of real estate, investment project, right to participate in an investment project, right to mineral exploration and/or mineral extraction and/or mineral processing must be determined separately. If an enterprise suffers from a loss when making a transfer of investment project (except for mineral exploration and extraction projects), transfer of the right to participate in an investment project (except for the right to participate in mineral exploration and extraction projects) or transfer of real estate, such loss shall be offset against the profit from business operation in the tax period.

The Government shall elaborate and provide guidelines for this Article.

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Revenue is the whole revenue from the sale of goods, processing, service provision, subsidies and surcharges to which an enterprise is entitled. The revenue is determined in VND. If an enterprise earns revenue in foreign currencies, such foreign currencies must be converted into VND at the average exchange rate on inter-bank foreign exchange market announced by the State Bank of Vietnam at the time such revenue is earned.

The Government shall elaborate and provide guidelines for this Article.

Article 9. Deductible and non-deductible expenses [12]

1. Except for the expenses mentioned in Clause 2 of this Article, every expense will be deductible if all of the following requirements are met:

a) [13] The actual expense incurred is related to the enterprise’s business operation; expenses on provision of vocational education; expenses on performance of national defense and security tasks as prescribed by law;

b) There are adequate invoices and evidencing documents of the expense in accordance with regulations of law. A purchase of goods or provision of services worth VND 20 million or more must be proved by evidencing documents of non-cash payment, except cases where evidencing documents of non-cash payment are not required as prescribed by law.

2. The expenses below are non-deductible expenses:

a) Expenses that do not meet all of the requirements specified in Clause 1 of this Article, except expenses related to damage caused by a natural disaster, epidemic or another force majeure event without compensation;

b) Payment of fines for administrative violations;

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d) Amounts provided by a foreign enterprise to cover administrative expenses of its permanent establishment in Vietnam beyond the limit calculated by adopting distribution methods prescribed by the law of Vietnam;

dd) Provisions in excess of the limits prescribed by law;

e) Payment of interests on loans serving business operation taken from entities other than credit institutions or business entities which exceeds 150% of the basic interest rate announced by the State Bank of Vietnam at the time of lending;

g) Depreciation of fixed assets against regulations of law;

h) Accrued expenses determined against regulations of law;

i) Salaries and remunerations of a sole proprietor; remunerations of founders who do not directly participate in business administration; salaries, remunerations and other payables to employees that have been recorded as expenses but are not actually paid or do not have invoices/evidencing documents as prescribed by law;

k) Payment of interest on loan equivalent to the charter capital deficit;

l) Input VAT that has been deducted, VAT paid using credit-invoice method and CIT;

m) [14] (abrogated)

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o) Contributions to voluntary pension fund or social security funds or purchase of voluntary pension insurance for employees in excess of the limits prescribed by law;

p) Expenses incurred in the fields of banking, insurance business, lottery business, securities trading, and some other special business activities which shall comply with regulations adopted by the Minister of Finance of Vietnam.

3.[15] When determining taxable income, expenses incurred in foreign currencies must be converted into VND at the average exchange rate on inter-bank foreign exchange market announced by the State Bank of Vietnam at the time such expenses are incurred.

The Government shall elaborate and provide guidelines for this Article.

Article 10. Tax rate [16]

1. The CIT rate is 22%, except for the cases specified in Clause 2 and Clause 3 of this Article and entities given preferential CIT rates as prescribed in Article 13 of this Law.  

From January 01, 2016, the CIT rate of 20% shall apply to enterprises that are applying the CIT rate of 22% prescribed in this Clause.

2. An enterprise whose total revenue earned during a year does not exceed VND 20 billion shall apply the CIT rate of 20%.

The revenue as the basis for determination of eligibility for 20% CIT rate specified in this Clause is the revenue earned in the previous year.

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The Government shall elaborate and provide guidelines for this Article.

Article 11. Tax calculation method

1. CIT payable in the period equals (=) assessable income multiplied by (x) CIT rate. The CIT paid overseas may be deducted but must not be greater than the CIT payable in accordance with regulations of this Law.

2. Enterprises prescribed in Point c and Point d Clause 2 Article 2 of this Law shall follow the tax calculation method prescribed by the Government.

Article 12. Tax-collecting authorities

An enterprise shall pay tax at the tax authority in the same province as its headquarters. In case where an enterprise has a financially dependent factory located in a province other than that where its headquarters is located, tax shall be paid in both provinces according to the ratio of expenses incurred by that factory to those incurred by its headquarters. Collected tax amounts shall be managed and used in accordance with regulations of the Law on State Budget.

The Government shall elaborate and provide guidelines for this Article.

Chapter III

CORPORATE INCOME TAX INCENTIVES

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

a) Incomes of an enterprise from execution of new investment projects in extremely disadvantaged areas, economic zones or hi-tech zones;

b) Incomes of an enterprise from execution of new investment projects in the following areas:  scientific research and technology development; application of high technologies given priority according to the Law on High Technology; cultivation of high technology, cultivation of high-tech enterprises; venture capital investment in development of high technologies on the list of high technologies given priority according to the Law on High Technology; investment in construction, operation of facilities for cultivation of high technologies, cultivation of high-tech enterprises; investment in development of particularly important infrastructural works of the State as prescribed by law; software production; manufacture of composite materials, light building materials, rare and valuable materials; production of renewable energy, clean energy, waste-to-energy process; development of biotechnology; investment in environmental protection;

c) Incomes of high-tech enterprises and agriculture enterprises applying high technologies as prescribed by the Law on High Technologies;

d) Incomes of an enterprise from execution of new manufacturing projects (except for manufacturing of products subject to excise tax and mineral extraction projects) that satisfy any of the following criteria:

- The project’s capital is at least VND 6,000 billion disbursed within 03 years from the date of investment certificate, and total revenue is at least VND 10,000 billion per year after not more than 3 years from the first year in which revenues are generated by the project;

- The project’s capital is at least VND 6,000 billion disbursed within 03 years from the date of investment certificate, and it uses over 3,000 employees.

dd) [19] Incomes of an enterprise for execution of a new investment project for manufacture of products on the list of ancillary products given priority that satisfy any of the following criteria:

- Ancillary products are meant to support high technologies according to regulations of the Law on High Technologies;

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The list of ancillary products given priority specified in this Point shall be announced by the Government;

e) [20] Incomes of an enterprise from execution of manufacturing projects, except for manufacturing of products subject to excise tax and mineral extraction projects, in which investment is at least VND 12,000 billion, using technologies that must be appraised in accordance with the Law on High Technologies, the Law on Science and Technology, and capital is disbursed within 05 years from the date of investment licensing as prescribed in the Law on investment.

2. 10% CIT rate shall be applied to:

a) Incomes of an enterprise's investment in the public sector fields such as education – training, vocational training, healthcare, culture, sports and environment;

b) Incomes of an enterprise from execution of an investment project on construction of social housing for sale, lease or lease purchase to the entities specified in Article 53 of the Law on Housing;

c) Incomes of a press agency from newspapers, including advertisements on newspapers, as prescribed in the Press Law; incomes of a publisher from publishing defined in the Law on Publishing;

d) [21] Incomes of an enterprise from planting, caring and protection of forests; farming, husbandry, aquaculture in disadvantaged areas; forestry in disadvantaged areas; production, propagation and cross-breeding of plant varieties, animal breeds; production, extraction, and refining of salt, except for salt production prescribed in Clause 1 Article 4 of this Law; investment in post-harvest preservation of agriculture products; preservation of agricultural products, aquatic products, and foods;

dd) Incomes of a cooperative from agriculture, forestry, aquaculture or salt production in areas other than disadvantaged areas or extremely disadvantaged areas, except incomes of cooperatives in Clause 1 Article 4 of this Law.

3. 20% CIT rate for 10 years shall be applied to:

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b) Incomes of an enterprise from execution of new investment projects in the following areas:  production of high-class steel; production of energy-saving products; production of machinery and equipment serving agriculture, forestry, aquaculture or salt production; production of irrigation equipment; production of feeds for livestock and poultry; development of traditional trades.

Such an enterprise specified in this Clause may apply 17% CIT rate from January 01, 2016.

3a. [22] 15% CIT rate shall be applied to incomes of enterprises from farming, husbandry, processing of agricultural and aquatic products in areas other than disadvantaged areas and extremely disadvantaged areas.

4. 20% CIT rate shall be applied to incomes earned by people's credit funds and microfinance institutions.

People's credit funds and microfinance institutions may apply 17% CIT rate from January 01, 2016.

5.[23] The period of preferential tax rates may be extended as follows:

a) With regard to investment projects with large scale and high technologies that need investment, the application of preferential tax rates may be extended but for a maximum period of 15 years;

b) The projects that are specified in Point e Clause 1 of this Article and satisfy any of the following criteria:

- The products manufactured are capable of global competition; the revenue exceeds VND 20,000 billion per year after not more than 05 years from the first year in which revenue is generated by the project;

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- 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 or oil refinery.

The Prime Minister of Vietnam shall decide extension of period for application of preferential tax rates prescribed in this Point provided that the extension shall not exceed 15 years.

5a.[24] With respect to the investment projects specified in Clause 2 Article 20 of the Law on Investment, the Prime Minister shall decide to apply a preferential tax rate reducing by no more than 50% the preferential tax rate specified in Clause 1 of this Article. The duration of application of the preferential tax rate shall not exceed 1.5 times the duration of application of the preferential tax rate specified in Clause 1 and may be extended for no more than 15 years and must not exceed the duration of the investment project.

6. The preferential tax rates specified in this Article shall apply from first year in which the enterprise earns revenue from its new investment project. Regarding high-tech enterprises and agriculture enterprises applying high technologies, preferential tax rates shall be applied from the date of the certificate of high-tech enterprise or certificate of agriculture enterprise applying high technologies. Preferential tax rates shall apply to projects applying high technologies from the date of certificate of project applying high technologies.

The Government shall elaborate and provide guidelines for this Article.

Article 14. Duration of tax exemption and reduction [25]

1. Incomes of enterprises from execution of the new investment projects specified in Clause 1, Point a Clause 2 Article 13 of this Law, and high-tech enterprises and agriculture enterprises applying high technologies shall be eligible for CIT exemption for no more than 4 years and 50% reduction of CIT payable for no more than 9 subsequent years.

1a.[26] With respect to the investment projects specified in Clause 2 Article 20 of the Law on Investment, the Prime Minister shall decide to apply tax exemption for no more than 06 years and reduce 50% of total CIT payable for no more than 13 subsequent years.

2. Incomes of an enterprise from execution of new investment projects specified in Clause 3 Article 13 of this Law and incomes of an enterprise from execution of new investment projects in industrial parks (except those located in advantaged areas as prescribed by law) shall be eligible for CIT exemption for no more than 2 years and 50% reduction of CIT payable for no more than 4 subsequent years.

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4. If one of the three conditions prescribed at this Clause is satisfied, the enterprise having a project of investment in another operating project such as expansion of production scale, increase of capacity and innovation of production technology (hereinafter referred to as “expansion”) in a field or area eligible for CIT incentives may decide whether to apply CIT incentives to its operating project for the remaining period (if any) or apply tax exemption or reduction to the increase in incomes from expansion. The duration of tax exemption or reduction to the increase in incomes from expansion prescribed in this Clause equals the tax exemption or reduction period applied to a new investment project in the same field or area eligible for CIT incentives.

The expansion eligible for CIT incentives specified in this Clause must satisfy one of the following criteria:

a) The increase in cost of fixed assets when the project is finished and put into operation is at least VND 20 billion, if the expansion takes place in a field eligible for CIT incentives as prescribed in this Law, or VND 10 billion, if the expansion takes place in a disadvantaged or extremely disadvantaged area as prescribed by law;

b) The ratio of increase in cost of fixed assets to total cost of fixed assets before investment is at least 20%;

c) Design capacity after expansion increases by at least 20% compared to the design capacity before investment.

In case where an operating enterprise makes an expansion in a field or area eligible for tax incentives as prescribed in this Law but fails to satisfy any of the criteria mentioned in this Clause, tax incentives shall apply to the project for the remaining period (if any).

If the enterprise chooses incentives applied to expansion, the increase in income from expansion must be accounted for separately. If the enterprise is not able to separate the increase in income from expansion, it shall be determined according to the ratio of cost of new fixed assets to total cost of fixed assets of the enterprise.

The duration of tax exemption or reduction mentioned in this Clause begins from the year in which the expansion project is finished and put into operation.

Tax incentives mentioned in this Clause do not apply in the cases of expansion due to merger or acquisition of operating projects or enterprises.

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Article 15. Other cases of CIT reduction

1. A manufacturing, construction or transport enterprise that employs a large amount of female employees shall be eligible for CIT reduction which is proportional to the expenditure on female workers.

2. An enterprise that employs a large amount of ethnic workers is eligible for CIT reduction which is proportional to the expenditure on the ethnic workers.

3.[27] Income of an enterprise from transfer of technology, in a field in which the technology transfer is given priority, to an organization or individual located in a disadvantaged area shall be eligible for 50% reduction of CIT thereon.

The Government shall elaborate and provide guidelines for this Article.

Article 16. Loss carryforward [28]

1. An enterprise may carry forward any loss it incurs to the next years. Such loss is deducted from assessable income. The maximum loss carryforward period is 5 years from the year in which loss is incurred.

2. Losses incurred by an enterprise from transfer of real estate, investment project or right to participate in an investment project, that remain after offsetting according to Clause 3 Article 7 of this Law and losses incurred by an enterprise from transfer of the right to mineral exploration and extraction shall be carried forward to the next year and deducted from assessable income from such operation. The loss carryforward period complies with the provisions in Clause 1 of this Article.

Article 17. Contribution to science and technology development fund

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2. Within 5 years from the contribution date, if at least 70% of its science and technology development fund is not used up or not used properly, the enterprise shall pay CIT on the income that was contributed to its science and technology development fund but was not used or not used properly and interest thereon.

CIT rate shall be paid at the rate applied to the enterprise during the contribution period.

Interests shall be charged on the tax arrears at the interest rate of 1-year treasury bonds applied at the time of arrears collection for a 2-year period.

Interest charged on the improperly used amount is the late payment interest as prescribed in the Law on Tax Administration and shall be charged for a period from the contribution date to collection date.

3. An enterprise must not aggregate expenses from its science and technology development fund with its deductible expenses when calculating taxable income in a tax period.

4. An enterprise’s science and technology development fund shall be used for making investment in science and technology in Vietnam.

Article 18. Conditions for applying CIT incentives [30]

1. CIT incentives prescribed in Articles 13, 14, 15, 16 and 17 shall apply to enterprises following accounting and invoicing regulations and paying CIT by declaration.

CIT incentives for new investment projects prescribed in Article 13 and Article 14 of this Law shall not apply in cases of full or partial division, merger, consolidation, change of owners, conversation of enterprises and other cases prescribed by law.

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3. 20% CIT rate prescribed in Clause 2 Article 10 and regulations on CIT incentives prescribed in Clause 1 and Clause 4 Article 4, Article 13 and Article 14 of this Law shall not apply to:

a) Incomes from transfer of stakes or right to contribute capital; incomes from real estate transfer, except for incomes from investment in social housing prescribed in Article 13 of this Law; incomes from transfer of investment project or the right to participate in investment project, transfer of the right to mineral exploration and extraction; incomes from overseas business operation;

b) Incomes from exploration and extraction of petroleum, other rare and precious resources, and income from mineral extraction;

c) Incomes from provision of services subject to excise tax prescribed by the Law on Excise Tax;

d) Other cases prescribed by the Government.

4. Within the same tax period, if an enterprise is eligible for various CIT incentives on the same income, it shall be entitled to choose the most favorable one. 

Chapter IV

IMPLEMENTATION [31]

Article 19. Effect

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2. This Law supersedes the Law on Corporate Income Tax No. 09/2003/QH11.

3. An enterprise that is applying CIT incentives in accordance with regulations of the Law on Corporate Income Tax No. 09/2003/QH11 shall be eligible for such CIT incentives for the remaining period specified in such Law. In case such CIT incentives, including preferential tax rates, tax exemption and reduction period, are less favorable than those prescribed in this Law, it is entitled to apply CIT incentives prescribed in this Law for the remaining period.

4. If an enterprise is eligible for tax exemption or reduction as prescribed in the Law on Corporate Income Tax No. 09/2003/QH11 but earns no taxable income, the duration of tax exemption or reduction shall be determined in accordance with regulations of this Law and begin from the effective date of this Law.

Article 20. Guidelines for implementation 

The Government shall elaborate and provide guidelines for Articles 4, 7, 8, 9, 10, 11, 12, 13, 14, 15, 18 and other contents of this Law deemed necessary for management tasks./.

CERTIFIED BY

CHAIRMAN OF THE OFFICE OF THE NATIONAL ASSEMBLY




Bui Van Cuong

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[1] The Law No. 32/2013/QH13 providing amendments to the Law on Corporate Income Tax is promulgated pursuant to:

“The 1992 Constitution of the Socialist Republic of Vietnam, as amended in the Resolution No. 51/2001/QH10;”

The Law No. 71/2014/QH13 providing amendments to the tax laws is promulgated pursuant to:

“The Constitution of the Socialist Republic of Vietnam;”

The Law on Investment No. 61/2020/QH14 is promulgated pursuant to:

“The Constitution of the Socialist Republic of Vietnam;”

The Law on Petroleum No. 12/2022/QH15 is promulgated pursuant to:

“The Constitution of the Socialist Republic of Vietnam;”

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[3] This Clause is amended for the first time according to Clause 2 Article 1 of the Law No. 32/2013/QH13 providing amendments to the Law on Corporate Income Tax, which comes into force from January 01, 2014, as follows:

“2. Other incomes include incomes from transfer of stakes or right to contribute capital; incomes from transfer of real estate, investment projects, right to participate in investment projects, right to mineral exploration, extraction and processing; incomes from the right to use and ownership of property, including incomes from intellectual property rights as prescribed by law; incomes from transfer, lease or liquidation of assets, including financial instruments; incomes from deposit interests, loan interests and sale of foreign currencies; incomes from collected bad debts; incomes from debts payable without identified creditors; omitted incomes from previous years’ business operation and other incomes, including incomes from overseas business operation.”.

This Clause is amended for the second time according to Clause 1 Article 1 of the Law No. 71/2014/QH13 providing amendments to the tax laws, which comes into force from January 01, 2015.

[4] This Clause is amended for the first time according to Clause 3 Article 1 of the Law No. 32/2013/QH13 providing amendments to the Law on Corporate Income Tax, which comes into force from January 01, 2014, as follows:

“Incomes from farming, husbandry, aquaculture and salt production of cooperatives; incomes of cooperatives engaged in agriculture, forestry, fisheries and salt production in disadvantaged areas or extremely disadvantaged areas; incomes of enterprises from farming, husbandry and aquaculture in extremely disadvantaged areas; incomes from fishing activities.”.

This Clause is amended for the second time according to Clause 2 Article 1 of the Law No. 71/2014/QH13 providing amendments to the tax laws, which comes into force from January 01, 2015.

[5] This Clause is amended according to Clause 3 Article 1 of the Law No. 32/2013/QH13 providing amendments to the Law on Corporate Income Tax, which comes into force from January 01, 2014.

[6] This Clause is amended according to Clause 3 Article 1 of the Law No. 32/2013/QH13 providing amendments to the Law on Corporate Income Tax, which comes into force from January 01, 2014.

[7] This Clause is amended according to Clause 3 Article 1 of the Law No. 32/2013/QH13 providing amendments to the Law on Corporate Income Tax, which comes into force from January 01, 2014.

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[9] This Clause is amended according to Clause 3 Article 1 of the Law No. 32/2013/QH13 providing amendments to the Law on Corporate Income Tax, which comes into force from January 01, 2014.

[10] This Clause is amended according to Clause 4 Article 1 of the Law No. 32/2013/QH13 providing amendments to the Law on Corporate Income Tax, which comes into force from January 01, 2014.

[11] Regulations on exchange rates used for determination of revenues, costs, prices for tax calculation, assessable income, taxable income and tax payable to state budget prescribed in this Article are abrogated according to Point a Clause 2 Article 6 of the Law No. 71/2014/QH13 providing amendments to the tax laws, which comes into force from January 01, 2015.

[12] This Clause is amended according to Clause 5 Article 1 of the Law No. 32/2013/QH13 providing amendments to the Law on Corporate Income Tax, which comes into force from January 01, 2014.

[13] This Point is amended for the first time according to Clause 5 Article 1 of the Law No. 32/2013/QH13 providing amendments to the Law on Corporate Income Tax, which comes into force from January 01, 2014, as follows:

“a) The actual expense incurred is related to the enterprise’s business operation; expenses on performance of national defense and security tasks as prescribed by law;”

This Point is amended for the second time according to Clause 3 Article 1 of the Law No. 71/2014/QH13 providing amendments to the tax laws, which comes into force from January 01, 2015.

[14] This Point is amended for the first time according to Clause 5 Article 1 of the Law No. 32/2013/QH13 providing amendments to the Law on Corporate Income Tax, which comes into force from January 01, 2014, as follows:

“m) Expenses of advertising, marketing, sales promotion, brokerage commissions, reception, meetings, marketing aid, and allowances directly related to business operation in excess of 15% of total deductible expenses.  Total deductible expenses shall not include the expenses specified in this Point. With regard to commercial activities, total deductible expenses shall not include the costs of purchase of goods to be resold;”

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[15] Regulations on exchange rates used for determination of revenues, costs, prices for tax calculation, assessable income, taxable income and tax payable to state budget prescribed in this Article are abrogated according to Point a Clause 2 Article 6 of the Law No. 71/2014/QH13 providing amendments to the tax laws, which comes into force from January 01, 2015.

[16] This Clause is amended according to Clause 6 Article 1 of the Law No. 32/2013/QH13 providing amendments to the Law on Corporate Income Tax, which comes into force from January 01, 2014.

[17] The phrase “Thuế suất thuế thu nhập doanh nghiệp đối với hoạt động tìm kiếm, thăm dò, khai thác dầu, khí và tài nguyên quý hiếm khác tại Việt Nam từ 32% đến 50% phù hợp với từng dự án, từng cơ sở kinh doanh.” (“The rate of CIT on exploration and extraction of oil, gas and other rare and precious resources in Vietnam is from 32% to 50% depending on each project or business entity.”) is replaced with the phrase “Thuế suất thuế thu nhập doanh nghiệp đối với hoạt động dầu khí từ 25% đến 50% phù hợp với từng hợp đồng dầu khí; thuế suất thuế thu nhập doanh nghiệp đối với hoạt động tìm kiếm, thăm dò, khai thác tài nguyên quý hiếm khác tại Việt Nam từ 32% đến 50% phù hợp với từng dự án, từng cơ sở kinh doanh.” (“The rate of CIT on petroleum operations is from 25% to 50% depending on each petroleum contract; the rate of CIT on exploration and extraction of other rare and precious resources in Vietnam is from 32% to 50% depending on each project or business entity.”) according to Clause 1 Article 67 of the Law on Petroleum No. 12/2022/QH15, which comes into force from July 01, 2023.

[18] This Article is amended according to Clause 7 Article 1 of the Law No. 32/2013/QH13 providing amendments to the Law on Corporate Income Tax, which comes into force from January 01, 2014.

[19] This Point is added according to Clause 5 Article 1 of the Law No. 71/2014/QH13 providing amendments to the tax laws, which comes into force from January 01, 2015.

[20] This Point is added according to Clause 5 Article 1 of the Law No. 71/2014/QH13 providing amendments to the tax laws, which comes into force from January 01, 2015.

[21] This Point is amended for the first time according to Clause 5 Article 1 of the Law No. 32/2013/QH13 providing amendments to the Law on Corporate Income Tax, which comes into force from January 01, 2014, as follows:

 “d) Incomes of an enterprise from planting, caring and protection of forests; farming, husbandry, aquaculture in disadvantaged areas; forestry in disadvantaged areas; production, propagation and cross-breeding of plant varieties, animal breeds; production, extraction, and refining of salt, except for salt production prescribed in Clause 1 Article 4 of this Law; investment in post-harvest preservation of agriculture products; preservation of agricultural products, aquatic products, and foods;”.

This Point is amended for the second time according to Clause 6 Article 1 of the Law No. 71/2014/QH13 providing amendments to the tax laws, which comes into force from January 01, 2015.

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[23] This Clause is amended for the first time according to Clause 7 Article 1 of the Law No. 32/2013/QH13 providing amendments to the Law on Corporate Income Tax, which comes into force from January 01, 2014, as follows:

“5. With regard to investment projects with large scale and high technologies that need investment, the application of preferential tax rates may be extended but for a maximum period of 15 years.”.

This Clause is amended for the second time according to Clause 8 Article 1 of the Law No. 71/2014/QH13 providing amendments to the tax laws, which comes into force from January 01, 2015.

[24] This Clause is added according to Point a Clause 4 Article 75 of the Law on Investment No. 61/2020/QH14, coming into force from January 01, 2021.

[25] This Article is amended according to Clause 8 Article 1 of the Law No. 32/2013/QH13 providing amendments to the Law on Corporate Income Tax, which comes into force from January 01, 2014.

[26] This Clause is added according to Point b Clause 4 Article 75 of the Law on Investment No. 61/2020/QH14, coming into force from January 01, 2021.

[27] This Clause is added according to Clause 9 Article 1 of the Law No. 32/2013/QH13 providing amendments to the Law on Corporate Income Tax, which comes into force from January 01, 2014.

[28] This Article is amended according to Clause 10 Article 1 of the Law No. 32/2013/QH13 providing amendments to the Law on Corporate Income Tax, which comes into force from January 01, 2014.

[29] This Clause is amended according to Clause 11 Article 1 of the Law No. 32/2013/QH13 providing amendments to the Law on Corporate Income Tax, which comes into force from January 01, 2014.

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[31] Article 2 of the Law No. 32/2013/QH13 providing amendments to the Law on Corporate Income Tax, which comes into force from January 01, 2014, stipulates as follows:

“Article 2

1. This Law comes into force from January 01, 2014, except the regulations in Clause 2 of this Article.

2. Regulations on application of 20% CIT rate to enterprises whose total revenue earned during a year does not exceed VND 20 billion in Clause 6 Article 1 and application of 10% CIT rate to incomes of enterprises from execution of investment projects on construction of social housing in Clause 7 Article 1 of this Law come into force from July 01, 2013.

3. An enterprise whose investment project is eligible for CIT incentives (including preferential tax rates, tax exemption or reduction) by the end of the tax period of 2013 according to legislative documents on CIT in force before the effective date of this Law shall continue enjoying CIT incentives for the remaining period specified in such documents. In case where the enterprise meets the eligibility conditions for CIT incentives laid down in this Law, it may choose between keeping on applying the current CIT incentives or applying those specified in this Law for the remaining period if it is eligible for CIT incentives applied to enterprises established from new investment projects or expansion projects.

At the end of the tax period of 2015, an enterprise that has investment projects eligible for 20% CIT rate prescribed in Clause 3 Article 13 of the Law on Corporate Income Tax No. 14/2008/QH12, as amended in Clause 7 Article 1 of this Law, shall apply 17% CIT rate from January 01, 2016 for the remaining period.

4. The following regulations on corporate income tax are abrogated:

a) Clause 2 Article 7 of the Law on Deposit Insurance No. 06/2012/QH13;

b) Clause 2 Article 4 of the Law on Health Insurance No. 25/2008/QH12;

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d) Clauses 1, 4, 5, 6, 7 and 8 Article 44, Article 45 of the Law on Technology Transfer No. 80/2006/QH11;

dd) Clause 1 Article 53, Clause 5 Article 55 and Clause 3 Article 86 of the Law on Vocational Training No. 76/2006/QH11;

e) Clause 1 Article 68 of the Law on Vietnamese Guest Workers No. 72/2006/QH11;

g) Clause 2 Article 6 of the Law on Social Insurance No. 71/2006/QH11;

h) Clause 3 Article 8 of the Law on Legal Aid No. 69/2006/QH11;  

i) Clause 3 Article 66 of the Law on Higher Education No. 08/2012/QH13;

k) Article 34 of the Disabilities Law No. 51/2010/QH12;

l) Clause 4 Article 33 of the Law on Investment No. 59/2005/QH11;

m) Clause 2 Article 58, Clause 2 Article 73, Clause 3 Article 117 and Clause 3 Article 125 of the Law on Enterprises No. 60/2005/QH11.

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Clause 3 Article 2 of the Law No. 32/2013/QH13 providing amendments to the Law on Corporate Income Tax, which comes into force from January 01, 2014, as amended in Clause 9 Article 1 of the Law No. 71/2014/QH13 providing amendments to the tax laws, which comes into force from January 01, 2015, stipulates as follows:

“3. Any enterprise having an investment project shall be eligible for CIT incentives in accordance with regulations of the Law on Corporate Income Tax from the date of issuance of the license or investment certificate as prescribed by regulations of the Law on investment.  Where amendments to regulations of the Law on Corporate Income Tax are made and an enterprise meets eligibility conditions for CIT incentives prescribed by new regulations, such enterprise may decide whether to apply the current or new regulations on preferential CIT rate, duration of tax exemption/reduction for the remaining period from the day on which new regulations come into force.

At the end of the tax period of 2015, an enterprise that has investment projects eligible for 20% CIT rate prescribed in Clause 3 Article 13 of the Law on Corporate Income Tax No. 14/2008/QH12, as amended in the Law No. 32/2013/QH13, shall apply 17% CIT rate from January 01, 2016 for the remaining period.”.

Article 6 of the Law No. 71/2014/QH13 providing amendments to the tax laws, which comes into force from January 01, 2015, stipulates as follows:

“Article 6

1. This Law comes into force from January 01, 2015.

2. The following regulations on exchange rates used for determination of revenues, costs, prices for tax calculation, assessable income, taxable income and tax payable to state budget are abrogated:

a) Article 8 and Clause 3 Article 9 of the Law on Corporate Income Tax No. 14/2008/QH12, as amended in the Law No. 32/2013/QH13;

b) Clause 1 Article 6 of the Law on Personal Income Tax No. 04/2007/QH12, as amended in the Law No. 26/2012/QH13;

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d) Article 6 of the Law on Excise Tax No. 27/2008/QH12;

dd) Clause 3 Article 9 and Article 14 of the Law on Export and Import Duties No. 45/2005/QH11;

e) Clause 4 Article 86 of the Customs Law No. 54/2014/QH13.

3. Point c Clause 1 Article 49 of the Law on Tax Administration No. 78/2006/QH11, as amended in the Law No. 21/2012/QH13 is abrogated.

4. Regulations on determination of taxes incurred by individual businesses in Clause 1 Article 19, Clause 1 Article 20 and Clause 1 Article 21 of the Law on Personal Income Tax No. 04/2007/QH12, as amended in the Law No. 26/2012/QH13 are abrogated.

5. The Government and competent agencies shall elaborate articles and clauses of this Law as assigned.”.

Article 76 and Article 77 of the Law on Investment No. 61/2020/QH14, which comes into force from January 01, 2021, stipulate as follows:

“Article 76. Implementation

1. This Law comes into force from January 01, 2021, except the regulations in Clause 2 of this Article.

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3. The Law on Investment No. 67/2014/QH14 amended by the Law No. 90/2015/QH13, the Law No. 03/2016/QH14, the Law No. 04/2017/QH14, the Law No. 28/2018/QH14 and the Law No. 42/2019/QH14 shall cease to have effect from the effective date of this Law, except for Article 75 of the Law on Investment No. 67/2014/QH14.

4. Individuals who are Vietnamese citizens may use their personal identification numbers instead of copies of their identity cards/citizen identity cards, passports or other personal identification documents upon following administrative procedures set out in the Law on Investment and Law on Enterprises if the national population database is connected to the national investment and enterprise registration database.

5. Any legislative document that refers to regulations on project approval decisions or investment guideline decisions in accordance with the Law on Investment shall be implemented in accordance with the regulations on investment guideline approval of this Law.

Article 77. Transition

1. Investors that were issued with investment licenses, investment incentive certificates, investment certificates or investment registration certificates before the effective date of this Law shall execute their investment projects in accordance with such investment licenses, investment incentive certificates, investment certificates or investment registration certificates.

2. Investors are not required to follow procedures for approval for investment guidelines in accordance with this Law with respect to the investment projects in one of the following cases:

a) The investors have obtained investment guideline decisions, investment guideline approval or investment approval in accordance with regulations of laws on investment, housing, urban areas and construction before the effective date of this Law;

b) The investors have started execution of projects that are not subject to approval for their investment guidelines, investment guideline decision or investment guideline or issuance of the investment registration certificate in accordance with regulations of laws on investment, housing, urban areas and construction before the effective date of this Law;

c) Investors have won the bidding for contractor selection or the land use right auction before the effective date of this Law;

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3. If an investment project specified in Clause 2 of this Article is adjusted and the adjustments are subject to approval for investment guidelines in accordance with this Law, the procedures mentioned in this Law must be followed to obtain approval for investment guidelines or adjust investment guidelines.

4. Any investment project executed or approved or allowed to be executed in accordance with regulations of law before July 01, 2015 and subject to project execution security as prescribed in this Law is not required to have a deposit or a bank guarantee.  If the investor adjusts the objectives or schedule for execution of the investment project or repurposes land after the effective date of this Law, the investor must pay a deposit or obtain a bank guarantee in accordance with this Law.

5. Any debt collection service contract concluded before the effective date of this Law shall cease to have effect from the effective date of this Law; and the parties to such contract may carry out activities to liquidate the contract in accordance with the civil law and other relevant regulations of law.

6. Foreign-invested business entities to which market access conditions more favorable than those prescribed in the List promulgated under Article 9 of this Law are applied may continue to apply the conditions set out in their issued investment registration certificate.

7. The regulation in Clause 3 Article 44 of this Law applies to both investment projects to which land was allocated before the effective date of this Law and projects to which land has not yet been allocated.

8. In the event that the law stipulates that documentation serving administrative procedures must consist of an investment registration certificate or written approval for investment guidelines but the investment project is not subject to issuance of an investment registration certificate or written approval for investment guidelines as prescribed in this Law, the investor is not required to submit an investment registration certificate or written approval for investment guidelines.

9. With respect to areas which have difficulties in providing land for development of residential housing, service facilities and public utilities for employees working in industrial parks, the competent authority may adjust the planning for construction of industrial zones (for industrial parks established before July 01, 2014) to provide part of the land area for development of residential housing, service facilities and public utilities for employees working in the industrial parks.

After adjustment of the planning, the land area for development of residential housing, service facilities and public utilities for employees working in an industrial park must be outside the geographical boundary of the industrial park and must ensure an environmental safety distance in accordance with the law on construction and other relevant regulations of law.

10. Transition provisions on outward investment activities:

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b) Any investor issued with an outward investment license or certificate or outward investment registration certificate to make outward investment in a conditional business line subject to conditional outward investment in accordance with this Law may continue making investment according to the issued outward investment license or certificate or outward investment registration certificate.

11. From the effective date of this Law, any application which has been received but not yet processed although the application processing deadline has expired as prescribed in the Law on Investment No. 67/2014/QH13 as amended by the Law No.  90/2015/QH13, the Law No. 03/2016/QH14, the Law No. 04/2017/QH14, the Law No. 28/2018/QH14 and the Law 42/2019/QH14 shall continue to be processed in accordance with Law on Investment No. 67/2014/QH13 as amended by the Law No. 90/2015/QH13, the Law No. 03/2016/QH14, the Law No. 04/2017/QH14, the Law No. 28/2018/QH14 and the Law No. 42/2019/QH14.

12. The Government shall elaborate this Article.”.

Article 68 and Article 69 of the Law on Petroleum No.12/2022/QH15, which comes into force from July 01, 2022, stipulate as follows:

“Article 68. Effect

1. This Law comes into force from July 01, 2023.

2. The Law on Petroleum dated July 06, 1993 as amended by the Law No. 19/2000/QH10, the Law No. 10/2008/QH12 and the Law No. 35/2018/QH14 shall cease to have effect from the effective date of this Law.

Article 69. Transition 

1. Contractors that have signed petroleum contracts and have been granted investment registration certificates before the effective date of this Law shall continue performing petroleum operations according to the signed petroleum contracts and issued investment registration certificates.  

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3. Petroleum reports, plans, programs and contracts which have been submitted to competent authorities before the effective date of this Law must not be re-submitted and shall be appraised and approved in accordance with relevant regulations of law in force before the effective date of this Law.

4. Salvage operations performed according to the operating mechanisms approved before the effective date of this Law shall continue to be performed according to the issued decisions and relevant regulations of law in force before the effective date of this Law.”.