#Issue 2

Vietnam’s mergers and acquisitions landscape has undergone a fundamental shift with the enactment of the Corporate Income Tax Law No. 67/2025/QH15 (the “CIT Law”), which took effect on 1 October 2025, and the subsequent issuance of Decree No. 320/2025/ND-CP (“Decree 320”) on 15 December 2025 and Circular No. 20/2026/TT-BTC (“Circular 20”) on 12 March 2026. These instruments collectively reshape the tax framework governing capital transfers, real estate transactions, and cross-border deal structures in Vietnam.

I will examine the principal taxes applicable to M&A transactions in Vietnam, with a focus on the changes introduced by these new regulatory instruments and their practical implications for deal structuring, pricing, and compliance.

Asset Deals

An asset deal involves the acquisition of specific assets from the target, which may include tangible assets (land use rights, buildings, machinery), intangible assets (IP, goodwill, customer contracts), and business rights. Unlike a share deal, the buyer does not acquire the target itself and therefore does not automatically assume its historical tax liabilities of the target.

Corporate Income Tax

The selling enterprise is subject to CIT at 20% on any gain realized from the disposal of assets. The gain is determined as the transfer price less the net book value of the assets and directly related expenses. Where real estate is transferred, the income was previously ring-fenced, this restriction has been lifted from the 2025 tax year under the new CIT Law.

Value-Added Tax

Asset transfers generally trigger VAT at the standard rate (currently 10%, temporarily reduced to 8% for eligible goods and services through December 2026 under government stimulus measures). The transfer of land use rights is not subject to VAT, but the transfer of buildings, infrastructure, and other assets attached to land is. Where the seller transfers the entire business as a going concern, specific rules may apply depending on the nature of assets included.

Stamp Duty and Registration Fees

The transfer of assets subject to ownership registration – such as real estate, vehicles, and certain other assets – triggers registration fees (stamp duty). For real estate, stamp duty is levied at 0.5% of the asset value. Other assets are subject to varying rates.