The global minimum tax in Vietnam applies from the 2024 financial year to every constituent entity of a multinational group whose consolidated revenue reached EUR 750 million in at least two of the four preceding years (Articles 2(1) and 8(1) of Resolution 107/2023/QH15; Article 3(1) of Decree 236/2025/ND-CP). Vietnam has adopted the OECD Pillar Two rules through a qualified domestic minimum top-up tax (QDMTT) and an income inclusion rule (IIR), but no UTPR. If the group's effective tax rate in Vietnam is below 15%, the QDMTT collects the difference locally, and the return and payment are due 12 months after the end of the financial year, six months earlier than the first-year GloBE Information Return (Article 6(1) of Resolution 107).
For a subsidiary on a 10% CIT rate, a tax holiday or a 50% reduction, the practical result of the global minimum tax in Vietnam is that most of the incentive below the 15% floor is collected back as QDMTT. What survives is the gap between 20% and 15% plus the top-up not charged on the substance-based income exclusion. That is why Vietnam set up the Investment Support Fund, which pays cash grants funded from the top-up tax it collects (Article 16 of the Law on Investment 143/2025/QH15; Decree 182/2024/ND-CP).
Global minimum tax in Vietnam: how Pillar Two was implemented#
Resolution 107 refers to the OECD/G20 Inclusive Framework GloBE rules as the "Global Minimum Tax Regulations" (Article 3(1)) and transposes two of the three charging rules:
| Rule | Vietnamese basis | Who pays in Vietnam | Return and payment deadline |
|---|---|---|---|
| QDMTT | Article 4 of Resolution 107; Articles 4 and 5 of Decree 236 | Constituent entities located and resident in Vietnam | 12 months after year end (Article 6(1)) |
| IIR | Article 5 of Resolution 107; Articles 6 and 7 of Decree 236 | Vietnamese ultimate, intermediate or partially-owned parent entities with low-taxed foreign constituent entities | 18 months for the first in-scope year, 15 months after that (Article 6(2)) |
| UTPR | Not adopted | None | None |
Under the GloBE rules, an IIR in the parent's jurisdiction is reduced by a qualified QDMTT paid in Vietnam, and Vietnam's own IIR deducts foreign QDMTTs in the same way (Article 5(2) of Resolution 107).
The IIR is not only for Vietnamese-headquartered groups. A foreign-invested company in Vietnam that owns subsidiaries abroad is an intermediate parent entity, and may have to apply the Vietnamese IIR to low-taxed subsidiaries if the top-up is not collected under a qualified IIR with priority elsewhere, for example where the ultimate parent's jurisdiction applies no IIR (Article 5(1) of Resolution 107; Article 6(2)(c) of Decree 236). All top-up tax goes to the central budget (Article 6(4)).
Two implementation details matter for timing. The financial year used is that of the ultimate parent entity, not the Vietnamese subsidiary (Article 4(4) of Decree 236). And although Decree 236 only took effect on 15 October 2025, it applies from the 2024 financial year, defined as a year beginning on or after 1 January 2024; a parent year starting in December 2023 also counts as 2024 (Article 23(1)).
According to VietnamFinance (5 August 2026), citing a Ministry of Finance report, by 10 July 2026 some 1,654 groups had filed QDMTT returns and 23 had filed IIR returns, with close to VND 16,000 billion of top-up tax paid. We have not located the report itself.
Which groups are in scope of the global minimum tax in Vietnam#
Revenue threshold. The test is the consolidated revenue of the ultimate parent, not the Vietnamese entity's revenue: EUR 750 million or more in at least two of the four financial years before the tested year (Article 2(1) of Resolution 107; Article 3(1) of Decree 236). A group with fewer than four years of history is in scope if two years meet the threshold. Short years are pro-rated on a 365-day basis, and mergers and demergers in the look-back period have specific rules (Article 3(1) and (2) of Decree 236). For a parent reporting in a currency other than VND, the conversion uses the European Central Bank average rate for December of the preceding year (Article 21).
The threshold matches the country-by-country reporting threshold under Vietnam's transfer pricing rules, but the tests differ: CbCR looks at the preceding year only, the global minimum tax at two of four years.
Multinational only. A group must have at least one constituent entity or permanent establishment outside the parent's jurisdiction (Article 3(3) of Resolution 107). A large purely domestic Vietnamese group is outside the rules.
Excluded entities. Governmental entities, international organisations, non-profit organisations and pension funds are excluded, as are investment funds and real estate investment vehicles that are ultimate parents (Article 2(1)(a) to (e) of Resolution 107). Entities owned by them are excluded under a 95% test (holding assets or carrying on ancillary activities) or an 85% test (income mostly excluded dividends or equity gains), and their revenue still counts towards the EUR 750 million threshold (Article 3(3) of Decree 236).
Initial phase of international activity. The Vietnamese QDMTT is zero while the group has constituent entities in no more than six jurisdictions and no more than EUR 50 million of tangible assets outside its reference jurisdiction. The relief stops for years beginning more than five years after the group first came into scope; for groups in scope from 2024, the five years run from the start of the 2024 financial year (Article 9 of Decree 236).
Calculating the QDMTT under Decree 236/2025/ND-CP#
The formula follows the GloBE rules (Article 4(2) to (8) of Resolution 107; Article 5(1) of Decree 236):
QDMTT = (15% − Vietnamese ETR) × excess profit + additional current top-up tax (if any)
- GloBE income. Start from each entity's net income or loss in the accounts prepared under the ultimate parent's consolidation standard, before intragroup eliminations, adjusted under points 1 to 5 of Appendix II, Section II (Article 5(1)(c.1) of Decree 236). Vietnamese subsidiaries keeping VAS books will need a conversion. Income and losses of all Vietnamese entities are blended (Article 4(7) of Resolution 107).
- Adjusted covered taxes. CIT recorded in the accounts and taxes of a similar nature, adjusted under points 7 to 11 of Section II, including deferred tax (Article 5(1)(b.1) and (b.2)). Import duties and land rent are not covered taxes under this definition.
- ETR. Adjusted covered taxes divided by GloBE income for Vietnam as a whole. The top-up percentage is rounded to four decimal places; if the ETR is negative, 15% is used (Article 5(1)(a)).
- Substance-based income exclusion (SBIE). A percentage of eligible payroll costs and eligible tangible assets (Article 4(8) of Resolution 107; Appendix II, Section II, point 6 of Decree 236).
- Excess profit equals GloBE income less the SBIE; multiply by the top-up percentage.
SBIE transition rates by financial year beginning (Appendix to Resolution 107; 5% from 2033):
| Year | 2024 | 2025 | 2026 | 2027 | 2028 | 2029 | 2030 | 2031 | 2032 |
|---|---|---|---|---|---|---|---|---|---|
| Payroll | 9.8% | 9.6% | 9.4% | 9.2% | 9% | 8.2% | 7.4% | 6.6% | 5.8% |
| Tangible assets | 7.8% | 7.6% | 7.4% | 7.2% | 7% | 6.6% | 6.2% | 5.8% | 5.4% |
Points worth checking in the Vietnamese SBIE rules (Appendix II, Section II, point 6):
- Eligible payroll includes wages, allowances, bonuses, employer social contributions and share-based pay, and covers independent contractors and agency workers directed and controlled by the group, but not employees of service contractors.
- Eligible tangible assets are measured at the average of opening and closing carrying values, and include construction in progress and the lessee's right-of-use asset as recognised under the consolidation standard. Assets held for sale, lease or investment are excluded. In our reading, an industrial park land lease paid up front and recognised as a right-of-use asset counts (point 6.3.1.3); land leased from the State for a project requiring significant investment in tangible assets is also supported by point 6.3.1.4, even if booked as an intangible.
- The filing entity can elect annually not to apply the SBIE in Vietnam (point 6.1), which is rarely useful.
The ordinary CIT computation behind the covered tax number is explained in how to calculate corporate income tax in Vietnam.
Worked example: a subsidiary on a 10% CIT incentive#
Company A is the only Vietnamese entity of a Japanese group with EUR 3 billion of consolidated revenue. Its project qualifies for a 10% CIT rate for 15 years, with a four-year exemption and a 50% reduction for the next nine years (Articles 13(1) and 14(1) of Law 67/2025/QH15). Financial year 2025 (calendar year) is the fifth year with taxable income, so the first year of the 50% reduction: an effective statutory rate of 5%.
Hypothetical figures in VND billion, with no temporary differences and taxable income equal to GloBE income:
| Item | Amount |
|---|---|
| GloBE income | 1,000 |
| Adjusted covered taxes (10% x 50%) | 50 |
| Eligible payroll | 400 |
| Average carrying value of eligible tangible assets (including land right-of-use) | 2,000 |
Step 0: transitional CbCR safe harbour. For 2025 the simplified ETR test requires 16% (Article 11(2)(a.2) of Decree 236); A is at 5%. Profit before tax exceeds the SBIE (a.3), revenue is above EUR 10 million (a.1) and there is no loss (a.4). No safe harbour applies.
Steps 1 to 5:
- ETR = 50 / 1,000 = 5%; top-up percentage = 10%.
- SBIE for 2025 = 400 x 9.6% + 2,000 x 7.6% = 38.4 + 152 = 190.4.
- Excess profit = 1,000 - 190.4 = 809.6.
- QDMTT = 10% x 809.6 = VND 80.96 billion: the global minimum tax in Vietnam that A pays for 2025, due by 31 December 2026.
Total tax for the year is 130.96, or 13.1% of GloBE income. For 2026 the SBIE falls to 185.6 (9.4% and 7.4%) and the QDMTT rises to 81.44.
What the incentive is still worth#
Same figures, 2025 SBIE rates:
| Incentive phase | CIT | ETR | QDMTT | Total tax | Incentive kept versus 20% |
|---|---|---|---|---|---|
| Exemption | 0 | 0% | 15% x 809.6 = 121.44 | 121.44 | 78.56 of 200 (39%) |
| 50% reduction | 50 | 5% | 10% x 809.6 = 80.96 | 130.96 | 69.04 of 150 (46%) |
| 10% rate | 100 | 10% | 5% x 809.6 = 40.48 | 140.48 | 59.52 of 100 (60%) |
| Standard 20% | 200 | 20% | 0 | 200 | none |
In each incentive phase the total equals 15% of GloBE income minus the top-up percentage times the SBIE. The incentive that survives is the 5-point gap between 20% and 15%, plus the top-up not charged on the SBIE, so labour- and asset-heavy operations keep more. Below 15%, each further VND of CIT relief raises the QDMTT by the ratio of excess profit to GloBE income (about 0.81 here).
Three consequences for planning:
- Tax holidays are worth least for high-margin operations, because a 0% ETR attracts the full 15% top-up.
- Non-income-tax incentives keep most of their value. Import duty exemptions and land rent relief do not reduce covered taxes; they raise accounting profit and attract top-up only on that increase. Article 14(2) of the Law on Investment lists them as separate incentive forms.
- CIT incentives are still determined under the CIT law, because Decree 236 is not used to compute CIT (Article 23(2)). Giving them up does not help: the 20% standard rate exceeds the total tax in every incentive row above. The wider incentive regime is covered in investment incentives in Vietnam.
Global minimum tax in Vietnam: notification, registration and filing#
One designated filing entity handles all Vietnamese compliance. A group with a single Vietnamese entity uses that entity; a group with several must designate one within 30 days after year end, failing which the tax authority designates the entity with the largest total assets (Article 6(3) of Resolution 107; Article 15(4)(d.1) of Decree 236). The group allocates the QDMTT among its Vietnamese entities as it chooses and reports the allocation in the top-up tax return (Article 4(2) of Decree 236). Registration, returns and payment go through the electronic tax portal (Article 16(9)); the filing-entity notification can be lodged in person, by post or electronically (Article 14(4)).
| Step | Form | Deadline | Calendar year 2025 |
|---|---|---|---|
| Notification of filing entity and list of constituent entities | 01/TB-DVHT | 30 days after year end (Article 14(1) of Decree 236) | 30 January 2026 |
| Tax registration; a separate 10-digit tax code is issued | 01-DKTD-DVHT | 90 days after year end (Article 15(2) and (6)) | 31 March 2026 for a group first in scope in 2025; a calendar-year group in scope since 2024 had to register by 31 December 2025 (Article 15(6), second paragraph) |
| QDMTT information return, top-up tax return, reconciliation note, per-entity financial data, and payment | 01/TKTT-QDMTT, 01/TNDN-QDMTT, 01/TM | 12 months (Article 6(1) of Resolution 107; Article 16(5) of Decree 236) | 31 December 2026 |
| Group GloBE Information Return, or notice that it was filed under a qualifying exchange agreement | GIR copy or 03/TB-DVHT | 18 months for the group's first in-scope year, 15 months after that (Article 16(5)) | 31 March 2027 for a group in scope since 2024 |
| Changes to registration details | 01-DKTD-DVHT | 10 working days (Article 15(8)) |
Some Vietnam-specific points:
- Separate tax code. The top-up tax is filed and paid under its own 10-digit code; a new filing entity keeps using it and inherits the obligations (Article 15(2), (3) and (4)(b)).
- GIR exemption. No GIR copy is needed if the ultimate parent or designated filing entity is resident in a jurisdiction with a qualifying competent authority agreement on GloBE information exchange in effect with Vietnam; a 03/TB-DVHT notice is filed instead (Article 16(2)).
- Currency. Information returns use the consolidation currency; the top-up return and payment are in VND unless the entity elects the consolidation currency (Article 17).
- Nil returns. In our reading, notification, registration and filing apply even where the QDMTT is zero, because Article 4(1) of Resolution 107 says every Vietnamese constituent entity of an in-scope group "must apply" the QDMTT, and the de minimis election or safe harbour has to be claimed on the return.
For 2024 years ending on or before 30 June 2025, registration was due 90 days from 15 October 2025 but no later than the filing deadline, so 31 December 2025 for calendar-year groups. An entity that has not registered should do so now; during the transition, registration up to 90 days late is not penalised (Article 11(4)(b)).
Penalties. Ordinary tax penalty rules apply (Article 20 of Decree 236). During the transition period (years beginning on or before 31 December 2026, excluding years ending after 30 June 2028), no penalties are imposed for the items listed in Article 11(4), including late or missing notification, registration up to 90 days late, returns up to 90 days late, and misstatements where the shortfall and late-payment interest are paid before a penalty decision. The obligations themselves remain (Article 11(5)), and late-payment interest still runs (Article 19).
The Investment Support Fund#
Legal basis. Article 16 of the Law on Investment 143/2025 requires the Government to set up an Investment Support Fund to attract strategic investors and multinational groups and to support domestic enterprises; the implementing decree must be reported to the Standing Committee of the National Assembly before issue. Law 24/2026/QH16 (Official Gazette No. 519, 22 September 2026) amends the Law on Investment only to add a ban on N2O gas trading and to replace the conditional business lines appendix; it does not touch Article 16.
The implementing text is still Decree 182/2024/ND-CP of 31 December 2024, effective on signing and applicable from financial year 2024 (Article 45(1)). It was issued under the Law on Investment 2020, which lapsed on 1 March 2026 (Article 51(4) of Law 143/2025), but Decree 96/2026/ND-CP did not repeal it (Article 111(3)), and Decision 1392/QD-TTg reorganising the Fund's management council (reported on 28 July 2026) still cites it. The Ministry of Finance consulted on a replacement decree (press reports in April and July 2026), under which the Fund would sit with the Ministry of Finance; as of 20 October 2026 we have not seen one published in the Official Gazette.
The link to the top-up tax is the funding: the central budget allocates to the Fund an amount corresponding to all top-up tax collected under the global anti-base erosion rules (Article 35(1)(a) of Decree 182).
Who qualifies. High-tech enterprises, enterprises with high-tech product manufacturing projects, high-tech application projects, and R&D centre projects (Article 16(2)). The first three groups must meet one of the scale tests in Article 18(1):
- project capital of at least VND 12,000 billion or project revenue of at least VND 20,000 billion a year;
- for chips, semiconductor integrated circuits and AI data centres: VND 6,000 billion of capital or VND 10,000 billion of revenue;
- no scale test for technologies and products on the Prime Minister's list of priority breakthrough high technologies;
- no scale test for chip design, subject to employing at least 300 Vietnamese engineers and managers after five years and training at least 30 engineers a year.
Capital-based eligibility comes with disbursement commitments: VND 12,000 billion within five years or VND 10,000 billion within three (VND 6,000 billion and 4,000 billion for chips, semiconductors and AI data centres) (Article 18(2)). R&D centres have their own test: VND 3,000 billion of capital with VND 1,000 billion disbursed within three years (Article 18(6)). The applicant must have no overdue tax debt (Article 18(4)). Projects licensed before or after the decree are both eligible (Article 3(8)).
Support levels:
| Cost category | Support | Article |
|---|---|---|
| Training Vietnamese staff | Up to 50% of actual spend | 19 |
| R&D | Tiered by annual spend (up to VND 120 billion, 120 to 240 billion, above 240 billion): 20/25/30% for high-tech enterprises and high-tech application projects; 10/15/20% for R&D centres; 1/5/10% for high-tech product projects | 20 |
| Additional fixed assets | 8/9/10% (or 1/2/3% for high-tech product projects) of historical cost, capped at 0.5% of total investment capital a year; assets kept in use for three years | 21 |
| High-tech production | 1% of value added (up to 3% for very large operations or chips, semiconductors and AI data centres); 0.5% or 1% for high-tech product projects | 22 |
| Social infrastructure for workers | Up to 25% of actual spend | 23 |
| Initial investment in semiconductor or AI R&D centres | Up to 50% | 24 to 26 |
Support is paid in VND after the financial year, on actual costs, for at most five years per enterprise or project unless the Prime Minister extends it; the same cost can be supported by only one fund or Government scheme (Article 3(2), (5), (6) and (9)). Grants are not CIT-taxable income (Article 3(10)). Operating enterprises file eight sets of documents, including audited financial statements and an independently audited cost report, with the zone management board or provincial authority before 10 July of the following year (Articles 28 to 30). The application must include a written undertaking waiving any international claims relating to the cost support (Article 28(9)), a point foreign investors should clear with their treaty advisers. Recipients report on their commitments by 31 January of the following year (Article 44(3)). Failing the conditions or commitments, not keeping supported fixed assets for three years, double funding or overstating costs triggers repayment with interest plus a 10% penalty, within a five-year limitation period (Article 4).
Is a cash grant clawed back like a tax incentive?#
Mostly not, which is the point of the design. In our reading, a cost-based grant recognised in profit or loss as a government grant increases GloBE income rather than reducing covered taxes. Decree 236 draws a similar line for tax credits: in the IIR section, a qualified refundable tax credit paid in cash within four years is treated as income (Appendix II, Section III, point 1.3); the QDMTT section only provides that a non-qualified refundable credit is not income and reduces covered taxes (Section II, points 4.9 and 8.3.2).
Company A in a 10%-rate year (GloBE income 1,000, CIT 100, SBIE 190.4, QDMTT 40.48), receiving an extra VND 100 billion:
| Form of the extra 100 | CIT | GloBE income | Top-up % | QDMTT | Value kept |
|---|---|---|---|---|---|
| Further CIT relief of 100 | 0 | 1,000 | 15% | 121.44 | 100 - 80.96 = 19.04 |
| Fund grant of 100 (not CIT-taxable) | 100 | 1,100 | 5.91% | 53.76 | 100 - 13.28 = 86.72 |
With the grant, the ETR is 100 / 1,100 = 9.0909%, the rounded top-up percentage 5.91%, excess profit 909.6 and the QDMTT 53.76. The group keeps about 87% of a grant against 19% of the same amount given as CIT relief. The limits: the eligibility thresholds are high; grants are approved after 10 July of the following year, so they usually land in a later financial year than the costs; a fixed-asset grant booked as a reduction of cost lowers the tangible assets in the SBIE; and a grant that looked like a refund of top-up tax could be treated as a reduction of covered taxes. The accounting treatment should be confirmed with the group auditor before it goes into a business case.
Side-by-side guidance: what may change for the global minimum tax in Vietnam#
In January 2026 the Inclusive Framework released its side-by-side package. As we read the OECD material, the side-by-side safe harbour switches off the IIR and UTPR for groups headquartered in a jurisdiction with a recognised minimum tax system, but leaves source-country QDMTTs in place, so a US-parented group's Vietnamese subsidiaries remain subject to the Vietnamese QDMTT. The package also includes a substance-based tax incentive safe harbour for qualifying expenditure- or production-based incentives. Vietnam's CIT incentives are mostly reduced rates and exemptions computed on profit, which in our reading do not fit that category, and how it would apply to Vietnam's QDMTT is unsettled.
Article 8(3) of Resolution 107 lets the Government implement new OECD guidance. According to VietnamFinance (5 August 2026), the Ministry of Justice has published the appraisal file for a draft decree amending Decree 236. The draft extends the transitional CbCR safe harbour to financial years beginning before 31 December 2027, excluding years ending after 30 June 2029, and applies side-by-side to the IIR only; the Vietnamese QDMTT is unchanged. As of 20 October 2026 we have not seen the amending decree in the Official Gazette, so 2025 returns, due on 31 December 2026 for calendar-year groups, are prepared under Decree 236 as it stands.
Before the 31 December 2026 deadline#
Confirm with the parent the group's first in-scope year, the Vietnamese filing entity and its separate tax code; pull figures under the consolidation standard; test the transitional safe harbours before running the full computation; and build the eligible payroll and tangible asset schedules, including land right-of-use assets, so that the SBIE is not understated. For new or expanding projects, value the incentive after the global minimum tax in Vietnam before negotiating it, and check whether the project could reach the Investment Support Fund thresholds.
LexData handles the legal side: incentive positions in the investment file through company formation or an IRC amendment, projects in zones that can use the special investment procedure, and Fund eligibility and applications. The top-up computation and filing stay with the group's tax team and auditors. For the wider compliance map, see what an FDI company is in Vietnam.
