Capital transfer tax in Vietnam, for an individual seller from 1 July 2026, depends on what is sold. Selling a capital contribution (the membership interest) in a limited liability company (LLC) attracts personal income tax at 20% of taxable income (the transfer price less the purchase price and reasonable expenses), or at 2% of the transfer price if the purchase price and expenses cannot be determined. Selling shares in a joint-stock company attracts 0.1% of the transfer price, with no deduction for purchase price or expenses (Article 53(1), Article 54(1) and Article 10(2) of Decree 253/2026/ND-CP). The company's key control point is this: the individual must pay the tax before the company changes the member or shareholder list, otherwise the company must file and pay on the individual's behalf (Article 56(5)). For shares whose register is managed by a securities company, that securities company withholds the 0.1% and pays it over.
This article covers personal income tax on an individual's sale; tax on an organisation's sale and on a foreign seller is in the article on corporate income tax on capital transfer, and the legal steps of the transfer are in the guide to the transfer of capital contribution in a Vietnamese LLC. The Law on Personal Income Tax 109/2025/QH15 (amended by Law 09/2026/QH16, which changes only Article 7(1)) and Decree 253/2026/ND-CP took effect on 1 July 2026 and replaced Decree 65/2013/ND-CP (Article 29(1) of Law 109; Article 69(1) and (2) of Decree 253). Older commentary reflects the position before that date.
Capital transfer tax in Vietnam from 1 July 2026: 20%, 2% or 0.1%?#
| Seller and asset | Personal income tax | Basis |
|---|---|---|
| Resident individual selling a capital contribution in an LLC, partnership, cooperative or other organisation | 20% x (transfer price - purchase price - reasonable expenses), per transfer; if purchase price and expenses cannot be determined, 2% x transfer price | Article 10(1), Article 53(1), Decree 253 |
| Individual selling shares in a joint-stock company (listed or unlisted) | 0.1% x transfer price, per transfer | Article 10(2), Article 54(1) |
| Non-resident individual | Same rates: 20% of taxable income or 2% of the transfer price of capital in a Vietnamese organisation or individual, whether the transfer takes place in Vietnam or abroad; 0.1% for securities | Article 23, Law 109/2025/QH15; Article 65(1), Decree 253 refers to Articles 52 to 62 |
Two special cases:
- Contributing capital in the form of a capital contribution or securities. No tax on contribution; tax arises on transfer, withdrawal of capital or dissolution, computed on the value stated in the contribution agreement at the time of contribution. The company receiving the contribution files and pays on the individual's behalf (Article 53(6), Article 54(4), Article 56(3)), so it should keep the contribution agreement stating that value.
- Sale of the whole of a private enterprise, or a single-member LLC owned by one individual, tied to real estate. Treated as a real-estate transfer: 2% of the transfer price. The Decree does not say whether that means the price of the whole business or of the real-estate part, and does not define "tied to real estate" (Article 10(5), Article 57(1)).
A resident individual is someone present in Vietnam for 183 days or more in a calendar year or in 12 consecutive months, or with a regular residence in Vietnam (Article 2(2) of Law 109/2025/QH15); nationality does not matter, so a foreigner living in Vietnam may be a resident individual. A non-resident individual is taxed only on income arising in Vietnam (Article 2(1) of Law 109; Article 6(2)(b) of Decree 253).
A note on sources. Before the decree was issued, some materials, including a Government Portal article on the draft, described a proposal to apply 20% or 2% to unlisted shares. The issued text of Decree 253/2026/ND-CP that we checked applies 0.1% to securities (Articles 10 and 54; Article 10 places "shares of individuals in a joint-stock company" in the securities group) and, in the provisions we read, contains no passage moving unlisted shares into the 20% or 2% group. That rule is for an individual seller; for an organisation selling, shares of a company that is not a public company are classed as a capital transfer. When you see a different rate in a commentary, check it against the issued text.
When the seller is an organisation, corporate income tax applies: 20% on the gain for a Vietnamese company, 2% of taxable revenue for a foreign organisation with no permanent establishment. When a foreign organisation or non-resident foreign individual sells capital to a Vietnamese organisation or resident individual, the transferee must determine, declare, withhold and pay the seller's tax, including on an indirect transfer (Article 17(6)(b) of the Law on Tax Administration 108/2025/QH15). The detail, including tax treaties, is in the article on corporate income tax on capital transfer.
Calculating capital transfer tax: 20% on the gain, and when 2% applies#
For a resident individual's capital contribution, tax is calculated per transfer:
Tax payable = 20% x (transfer price - purchase price - reasonable expenses)
- Transfer price is the amount the individual receives under the transfer agreement (Article 53(2)). If payment is by instalments or deferred, the price excludes instalment or deferral interest, which is taxed as investment income. If the agreement states no price, or the stated price does not match the common market price, the tax authority may inspect and determine the price (see the low-price section below).
- Purchase price is the value of the capital contribution at the time of transfer, equal to the total of the initial contribution and any additional contributions or purchases (Article 53(3)). For contributed capital it is the cumulative contribution per accounting books, invoices and documents; for a stake acquired by repurchase it is the value at the time of purchase, per the repurchase agreement and payment documents.
- Reasonable expenses are actual expenses with lawful documents and invoices: the costs of necessary legal procedures, fees and charges the transferor pays to the State budget, and other documented expenses (Article 53(4)). Expenses incurred abroad need original documents certified by a notary or independent auditor of that country and translated into Vietnamese.
Illustration. Mr A contributed VND 400 million to an LLC and sells the whole stake for VND 1.5 billion. Reasonable documented expenses are VND 20 million. Taxable income is 1,500 - 400 - 20 = VND 1,080 million; personal income tax is 20% x 1,080 = VND 216 million. If Mr A cannot establish the purchase price and expenses, tax is computed on the transfer price: 2% x 1,500 = VND 30 million.
Documents for the purchase price therefore matter, but the 2% method is not a free choice: the decree applies it only where the purchase price and related expenses "cannot be determined" (Article 53(1)). Where they are documented, the method is 20% on the gain.
Capital transfer tax on shares: why 0.1%, and on which price?#
Unlike capital transfer tax on a capital contribution, the tax on share transfer, a transfer of securities, is 0.1% x the transfer price, per transfer (Article 54(1) of Decree 253), with no deduction of purchase price or expenses. The transfer price is determined as follows (Article 54(2)):
- Securities listed or registered for trading on a stock exchange: the actual selling price (matching price or negotiated price) announced by the exchange.
- Other securities, including shares in an unlisted joint-stock company: the price stated in the transfer agreement, or the actual transfer price, or the price per the issuer's accounting books at the date of its latest financial statements before the transfer.
Article 54(2)(b) uses "or" between the three prices and does not state an order of priority or conditions for choosing. Take care where the agreement states a price much lower than book value; we checked Article 22 and Appendix I of Circular 89/2026/TT-BTC, which say only who files, where and with what documents, and found no order of priority among the three prices. Book value is stated as mandatory only for inheritance and gifts (Article 61(4)). For shares of a joint-stock company that is not a public company, the income is determined at the time the transfer agreement takes effect (Article 54(3)(c)).
Capital transfer tax when the price is low, zero, or the interest is a gift or inheritance#
- Sale at a low price or for zero. For capital contributions, Decree 253 has no dedicated rule for zero-price transfers or transfers between relatives. The general rule is that the tax authority may inspect and set the price if the contract price does not match the common market price (Article 53(2)(b)). A very low stated price is therefore a tax risk, not a way to avoid tax.
- Between relatives. The exemption between spouses, natural parents and children, adoptive parents and children, parents-in-law and children-in-law, grandparents and grandchildren, and full siblings is granted only for income from transferring, inheriting or receiving as a gift real estate (Article 18(1) of Decree 253; Article 4(1) of Law 109/2025/QH15). We reviewed the exemption chapter of the decree (Articles 18 to 44) and found no equivalent exemption for a capital contribution or shares between relatives.
- Receiving capital by inheritance or gift. Tax is 10% on the value above VND 20 million per occurrence (Article 61(1) and (2)). A capital contribution is valued at the accounting book value at the most recent date before registration of ownership; unlisted securities are valued at the issuer's book value at its latest financial statements (Article 61(4)). Article 61(2) also requires the taxable income to be consistent with the usual market transaction price; we have found no guidance reconciling that with the book value in Article 61(4). For inheritance or a gift of securities or a capital contribution, the tax authority computes the tax and issues a payment notice on the taxpayer's filing (Article 16(1)(a)(1) of Decree 252/2026/ND-CP), payable within 30 days of the notice (Article 25(8)).
Whether the recipient of a gifted capital contribution automatically becomes a member is a company-law question covered in the guide to the transfer procedure, under Article 53(6) of the Law on Enterprises.
Who files capital transfer tax, when, and how the company gets drawn in#
A resident individual selling a capital contribution files and pays the tax personally (Article 56(1) and Article 67(4)(b) of Decree 253). For shares, if a joint-stock company that is not a public company has authorised a securities company to manage its shareholder list, that securities company withholds 0.1% and pays it over; in all other cases (for example, where the company keeps its own register) the transferring individual files directly with the tax authority (Article 56(4)(b)).
The rule that ties tax to the change-of-members procedure is Article 56(5): the individual must complete the tax obligation on the transferred capital before the company changes the member list or shareholder list. If the company carries out the change before that, the company files and pays the tax on the individual's behalf. A company should therefore not sign the registration file for a change of members before it has the seller's proof of tax payment.
The tax period is each occurrence of income (Article 66(1)(b) and (2)). The time of determining taxable income for a capital contribution is the time the transaction is completed under the law, or the time of the procedure to change the member list (Article 53(5)); the text says "or" and does not say which applies when the two dates differ. Filing procedure, deadline and form are governed by tax administration law (Article 56(6)); Decree 253 gives no form number or deadline.
Deadline. Tax filed per occurrence must be filed by the 10th day from the day after the tax obligation arises (Article 10(1) of Decree 252/2026/ND-CP). A self-assessing taxpayer must pay by the last day of the filing deadline (Article 14(1)(a) of the Law on Tax Administration 108/2025/QH15). Circular 89/2026/TT-BTC provides that a resident individual transferring capital files per occurrence (Article 22(5)(a)(a.1.1.1)), so the 10th-day deadline applies here. For a capital contribution we read the day the obligation arises as the time of determining taxable income described above; when the two dates differ, no text says which one starts the count.
Filing capital transfer tax: where, and on which form#
Under Article 22 and Appendix I of Circular 89/2026/TT-BTC (in force from 1 July 2026):
- A resident individual selling a capital contribution files per occurrence with the tax authority managing the organisation in which the individual holds the capital, on form 04/CNV-TNCN, with a copy of the transfer agreement, documents establishing the contributed capital by accounting books (a purchase agreement for repurchased capital), and documents proving the expenses.
- Where the company files and pays on the individual's behalf (Article 56(5) of Decree 253), it uses form 04/CNV-TNCN with schedule 04-1/CNV-TNCN and files with the tax authority that manages the company directly. It may choose to file per occurrence or monthly or quarterly with the VAT return (Article 22(5)(a)(1.2.1)); the 10th-day date above is for per-occurrence filing.
- An individual who files directly on a share transfer (where no securities company withholds) uses form 04/CNV-TNCN with a copy of the securities transfer agreement, filed with the tax authority managing the issuer directly; a securities company that withholds uses form 06/TNCN (Article 22(5)(b)(2) and item 7.5 of Appendix I).
We checked the articles and forms of the circular on the scanned text; before an actual filing, confirm the current form with the tax authority.
Capital transfer tax for transactions completed before 1 July 2026#
Law 109/2025/QH15 took effect on 1 July 2026 and the former Law on Personal Income Tax ceased to have effect from that date (Article 29(1) and (3)). The Law and Decree 253 contain no transitional rule for capital or securities transfers (Article 29 is the Law's only closing article; Articles 69 and 70 of the Decree address only dependants, salary finalisation returns and the replacement of Decree 65/2013/ND-CP). Income from a capital transfer is determined when the transaction is completed (Article 13(3) of Law 109). Our reading is that a transaction completed before 1 July 2026 stays under the rules then in force, and one completed from 1 July 2026 follows Law 109 and Decree 253; that is an inference because no text says so, and Article 100 of Circular 89/2026/TT-BTC only says that returns for tax periods before 1 July 2026 use the old forms. For a file straddling the date, ask the managing tax authority before filing, because Article 53(5) of Decree 253 links two dates with "or".
Quick questions on capital transfer tax#
Is capital transfer tax payable at all? Yes, if the transfer produces income: income from capital transfer is a taxable income group (Article 3(4), Law 109/2025/QH15), and the rate depends on the asset and the seller, as in the first table. A capital transfer is not subject to VAT (Article 5(9)(d), Law 48/2024/QH15).
When does the 2% apply instead of 20%, and is tax payable on a sale at a loss? The 2% of the transfer price applies only where the purchase price and expenses cannot be determined (Article 53(1)), whether or not there is a gain. Under the 20% method, taxable income is the transfer price less the purchase price and reasonable expenses, so the 20% tax does not arise when the result is not positive. Decree 253 does not address a loss case, so confirm the treatment with the tax authority.
What is the tax on share transfer for unlisted shares? For an individual seller, 0.1% of the transfer price (Article 54(1)), using the contract price, the actual price or the book price under Article 54(2)(b). For a corporate seller, shares in a company that is not a public company are classed as a capital transfer (Article 13(1) of Decree 320) and taxed as in the article on corporate income tax on capital transfer.
Who files, and by when? The selling individual files and pays before the company changes the member or shareholder list; if the company changes it first, the company files and pays on the seller's behalf (Article 56(5)). Tax filed per occurrence is due by the 10th day from the day after the obligation arises, with payment by the last day of that period. Circular 89/2026/TT-BTC places a resident individual's capital transfer in the per-occurrence category (Article 22(5)(a)(a.1.1.1)); which date starts the count when the two dates differ is not stated in any text.
LexData's capital contribution and share purchase service reviews the deal structure and agreements; capital transfer tax is handled by the parties or with their tax advisers.
