Corporate income tax on capital transfer in Vietnam: when 20%, when 2%, who pays

Corporate income tax on capital transfer for a Vietnamese company is 20% of taxable income, being the transfer price less the purchase price of the capital and transfer expenses; the income is "other income" added to the company's taxable income (Article 13(2) of Decree 320/2025/ND-CP, Article 10(1) of the Law on Corporate Income Tax 67/2025/QH15). When the seller is a foreign organisation with no permanent establishment, tax is computed at 2% of taxable revenue arising in Vietnam, applied from 15 December 2025 (Article 12(3)(i) and Article 24(1) of Decree 320). A transfer of capital is not subject to value added tax (Article 5(9)(d) of the Law on VAT 48/2024/QH15). Where the seller is foreign, the transferee may have to handle the withholding, declaring and paying the tax for the foreign seller (Article 17(6)(b) of the Law on Tax Administration 108/2025/QH15).

This article covers sellers that are organisations and the foreign seller, whether an organisation or an individual. Tax when an individual sells a capital contribution or shares is in the article on capital transfer tax, and the legal steps of the transfer are in the guide to the transfer of capital contribution in a Vietnamese LLC.

How is corporate income tax on capital transfer calculated for a Vietnamese company?#

Income from transferring capital, capital contribution rights or securities is "other income" added to taxable income (Article 3(2)(a) and Article 7(2) of Law 67/2025/QH15). The general rate is 20% (Article 10(1)). The 15% and 17% rates and the incentives and exemptions in Articles 4, 13, 14 and 15 of the Law do not apply to this income (Article 18(3)(a)), so a company cannot use its tax incentives to reduce tax on the gain from selling capital.

• Scope. Decree 320 treats as a capital transfer the transfer of part or all of capital invested, including selling a business, transferring capital contribution rights, transferring shares of a company that is not a public company and shares of an organisation that is not listed or registered for trading (Article 13(1)). Transfer of securities under Article 14(1) means shares of public companies, listed organisations and organisations registered for trading, and other securities. So, unlike an individual selling shares at 0.1%, a company selling shares of a non-public company is taxed as for a capital transfer; applying 0.1% here is a common mistake.
• Calculation. Taxable income is the transfer price less the purchase price of the transferred capital and the transfer expenses (Article 13(2)). The transfer price is the total actual value the transferor receives under the agreement, excluding instalment or deferral interest. The purchase price of capital contributed at formation is the cumulative contribution on accounting books, records and documents, confirmed by the parties to the investment or, for a 100% foreign-owned company, by an independent audit; for repurchased capital it is the value at the time of purchase, based on the repurchase agreement and payment documents. Transfer expenses are actual costs directly related to the transfer, with lawful documents and invoices: legal procedure costs, fees and charges, and transaction, negotiation and signing costs.
• Timing. Income is determined at the time ownership of the capital is transferred (Article 13(1)).
• Non-cash consideration. If the company transfers capital and receives shares, fund certificates or other assets, and income arises, it is taxable; the assets are valued at the market selling price at the time received (Article 13(1)(b)).
• Sale of a whole single-member LLC tied to real estate. Where an organisation sells a whole single-member LLC as a capital transfer tied to real estate, the company declares and pays tax as for a real-estate transfer (Article 13(1)(a)).

When can the tax authority reset the transfer price of a capital transfer?#

Article 13(2)(a) of Decree 320 gives the tax authority three tools worth planning around:

• If the agreement states no price, or the tax authority has grounds to find the price inconsistent with the market price, it may inspect and set the transfer price.
• When a company transfers part of its capital at a price out of line with the market, the tax authority may re-determine the whole value of the company at the date of transfer to recompute the transfer price in proportion to the stake transferred.
• For the part of the transferred capital worth VND 5 million or more, a non-cash payment document is required; without it the tax authority may set the transfer price.

These points should be reflected in how payment is made and how the price is stated in the agreement from the outset.

Filing corporate income tax on capital transfer, and what about a loss?#

A company with income from a capital transfer treats it as other income and declares it in taxable income when computing corporate income tax (Article 13(1)(c) of Decree 320). Corporate income tax is provisionally paid quarterly and finalised annually, except in cases filed per occurrence (Article 21(1)(a) of Circular 89/2026/TT-BTC). The cases filed per occurrence in point (b) of Article 21(1) include capital transfers by foreign enterprises (b.4) and the sale of a whole single-member LLC owned by an organisation, as a capital transfer tied to real estate (b.5); the list does not include an ordinary capital transfer by a Vietnamese company. On our reading, a Vietnamese company reports the gain in its quarterly provisional and annual returns. We checked these articles on the scanned circular; confirm with the tax authority before filing.

Losses on a capital transfer. We searched the Law on Corporate Income Tax 67/2025/QH15, Articles 6, 7 and 13 of Decree 320 and the articles of Circular 20/2026/TT-BTC that we read, and found no rule saying whether a loss on a capital transfer alone can be offset against other income, carried forward or is non-deductible. The texts ring-fence loss offsetting only for real estate, investment projects and rights to participate in investment projects (Article 7(2) and (3) of Law 67; Article 6(3) of Decree 320). Seek the tax authority's view before stating it as a rule.

Corporate income tax on capital transfer by a foreign organisation: 2% of taxable revenue#

From 15 December 2025, corporate income tax for a foreign company with no permanent establishment, or with one but where the income is unrelated to its activities, is computed at a percentage of taxable revenue arising in Vietnam; for a capital transfer the rate is 2% (Article 12(3)(i) and Article 24(1) of Decree 320).

• Not 0.1%. The 0.1% rate is only for transfers of securities (Article 12(3)(g)). On our reading, a foreign company selling unlisted shares of a non-public company falls under the 2% rate in point (i), because Article 13(1) classes those shares as a capital transfer; we have found no specific guidance on this.
• Taxable revenue. It is determined under Article 8 of Decree 320 and Circular 20/2026/TT-BTC; the provisions we checked give no separate method for a capital transfer, so confirm with the tax authority before computing. The time for determining taxable revenue is the date the initial capital transfer agreement takes effect (Article 5(2)(a) of Circular 20/2026/TT-BTC).
• Intragroup restructuring. A restructuring that does not change the ultimate parent and generates no income is treated as outside the tax rules of Article 7 of Circular 20/2026/TT-BTC when all the conditions in Article 7(2)(m) are met (point (i) of Article 12(3) of Decree 320 also carves these transactions out of the 2% rate).
• Filing and withholding. Per occurrence, on form 05/TNDN with a copy of the transfer agreement, with the tax authority managing the Vietnamese organisation in which the foreign company invests (Article 21(2) and Appendix I of Circular 89/2026/TT-BTC). Tax filed per occurrence is due by the 10th day from the day after the tax obligation arises (Article 10(1) of Decree 252/2026/ND-CP), with payment by the last day of that period (Article 14(1)(a) of the Law on Tax Administration). Circular 89/2026/TT-BTC places a foreign enterprise's capital transfer in the per-occurrence category (Article 21(1)(b)(b.4)), so the 10th-day deadline applies here; we read the day the obligation arises as the time of determining taxable revenue described above.
• Tax treaty. A double tax treaty may change the result. Under Articles 76 to 78 of Circular 89/2026/TT-BTC (read from the scan), a foreign company claiming treaty relief files form 01/HTQT with its first return, with a legalised certificate of residence and, for a capital transfer, a copy of the transfer agreement and the Vietnamese company's investment certificate; the tax authority checks the information in the file within 30 working days from the date on its notice of receipt; if information is missing it sends a request for supplements, the time spent waiting for the explanation does not count towards the 30 days, and if the taxpayer does not qualify it sends a notice that relief is not granted (Article 82(5)(a), read from the scan).

A non-resident foreign individual selling capital: how does the buyer withhold?#

A non-resident individual pays personal income tax, not corporate income tax: 20% of taxable income or 2% of the transfer price of capital in a Vietnamese organisation or individual, and 0.1% for securities (Article 23 of Law 109/2025/QH15). Where the seller is a non-resident individual, Circular 89/2026/TT-BTC (Article 22(5)(a)(2)) requires the transferee to withhold the tax and declare the amount withheld monthly or quarterly with the VAT return, on form 06/TNCN. If a non-resident individual transfers capital to a party abroad, the individual files per occurrence; if the individual does not file, the organisation where the member list is changed files and pays on the individual's behalf.

Indirect transfer tax and the buyer's duty to pay for the seller#

The Law on Tax Administration 108/2025/QH15 (in force from 1 July 2026) sets two rules in Article 17(6) on completing tax obligations on a transfer of an investment project or capital:

• Vietnamese organisations and resident individuals that transfer capital are responsible for completing the tax obligation arising (point a).
• When a foreign organisation or non-resident foreign individual transfers capital directly or indirectly to a Vietnamese organisation or resident individual, the transferee determines, declares, withholds and pays the seller's tax. If both seller and buyer are foreign organisations or non-resident foreign individuals, the Vietnamese organisation in which the seller invests, directly or indirectly, declares and pays on the seller's behalf (point b). Decree 320 likewise makes a Vietnamese organisation that receives capital from a foreign company the taxpayer for paying on its behalf, or the Vietnamese company in which foreign organisations have invested where both parties are foreign (Article 2(2)).

On indirect transfer tax: point b uses the words "directly or indirectly" but the Law on Tax Administration does not define an indirect capital transfer, and we have found no definition in the texts checked. On our reading, a sale of capital in an offshore company that holds capital in Vietnam may fall within point b. If so, for an FDI company buying capital from another foreign investor, the duty to declare and pay may fall on the buyer or on the Vietnamese company in the ownership chain; it should be priced and written into the agreement from the outset, with tax advice before signing. The post-deal ownership structure also affects the beneficial owner that must be declared.

Beyond the withholding question, a buyer should also review the target's outstanding tax exposure in legal due diligence, because the company's own tax liabilities do not disappear when it changes owner.

Is a capital transfer subject to VAT?#

No. A transfer of capital, including a transfer of part or all of capital invested in another economic organisation, a transfer of securities and a transfer of capital contribution rights, is not subject to VAT (Article 5(9)(d) of the Law on Value Added Tax 48/2024/QH15). The exemption does not cover the transfer of an investment project or the sale of assets, so a project or asset deal is not treated as a capital transfer.

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.