Taxation has always been a crucial factor shaping the structure and determining the success or failure of a capital transfer transaction in general. Therefore, determining the amount of tax payable and the method for fulfilling tax obligations in capital transfer transactions is always a matter of special concern for allparties involved.
Generally, in Vietnam, the determination of the amount of tax paypable and the procedures for fulfilling tax obligations must comply with various legal regulations, depending on whether the participant in a capital transfer transaction is an organization or an individual, a resident (with a permanent establishment) or a non-resident (without a permanent establishment). In addition, the object of transfer, whether it is securities, shares, or capital contribution – is also a factor that need to be carefully considered when determining the amount of tax payble in Vietnam.
Currently, several laws and guiding legal documents govern this matter. These include the Law on Tax Administration (replacing Law on Tax Administration 2019), passed on 10 December 2025 and took effect on 1 July 2026 (“Law on Tax Administration 2025”), Law on Corporate Income Tax (replacing Law on Corporate Income Tax 2008), passed on 14 June 2025 and effective from 1 October 2025, applicable from the 2025 corporate income tax period (“CIT Law 2025”), and Law on Personal Income Tax (replacing Law on Personal Income Tax 2007), passed on 10 December 2025 and took effect on 1 July 2026, except for provisions relating to income from business activities and from salaries and wages of resident individuals, which apply from the 2026 tax period (“PIT Law 2025”).
Most of guiding legal documents (including Decrees of the Government and Circulars of the Ministry of Finance) are currently in the drafting and finalization stages. Among the Government’s Decrees, only Decree No.320/2025/ND-CP, issued on 15 December 2025 and effective from the same date (i.e., 15 December 2025), provides detailed regulations and measures for organizing and guiding the implementation of the CIT Law 2025 (“Decree 320/2025”).
The following table provides a summary of applicable tax rates for capital transfer transactions in general:

		Corporate Income Tax (CIT)      rate		Personal Income Tax (PIT) rate
		Capital transfer	Securities transfer	Capital transfer	Securities transfer
Individual	Vietnam resident	20.0% or 2.0% (Previously, only 20%)	0.1% (Unchanged)	–	–
	Non-resident	20.0% or 2.0% (Previously, only 0.1%)	0.1% (Unchanged)	–	–
Organization	Having a permanent establishment in Vietnam	–	–	20.0% (Unchanged)	0.1% (Unchanged)
	Without a permanent establishment in Vietnam	–	–	2.0% (Previously, 20%)	0.1% (Unchanged)

From the summary above, it is noted that:
• Defining capital or securities transfer transactions: For the first time, the CIT Law 2025, and especially Decree 320/2025, have clearly defined what constitutes a capital transfer transaction and a securities transfer transaction, by clearly distinguishing between income from capital transfers and income from securities transfers.
According to Decree 320/2025 (Article 13.1), “income from capital transfer of an enterprise is income derived from the transfer of part or all of the capital that the enterprise has already invested in one or more organizations or individuals (including the sale of an enterprise, transfer of capital contribution rights and other forms of capital transfer as prescribed by law), the transfer of shares in a non-public company, and the transfer of shares in an organization that is not a listed or registered trading organization under the laws on securities”.
According to Decree 320/2025 (Article 14.1), “income from the transfer of securities of an enterprise is income derived from the transfer of shares, or the right to purchase shares in a public company, listed organization, or registered trading organization; as well as from the transfer of bonds, treasury bills, fund certificates and other types of securities as prescribed by the laws on securities”.
• Determining the tax rates applicable to income from capital or securities transfers: While the tax rate applied to income from securities transfers (i.e., a 0.1% rate calculated on taxable income) remains unchanged under the CIT Law 2025 and the PIT 2025 compared to previous laws, there has been a fundamental change in the tax rate imposed on income from capital transfers, applicable to both individuals and enterprises.
For individuals, previously, the PIT Law 2007 clearly distinguished between tax rate applicable to Vietnam resident (which is of 20% on taxable income, calculated as the sale price less the purchase price and reasonable expenses related to generating income from capital transfer) and tax rate applicable to non-resident (which is of 0.1% on taxable income determined by the total amount received from the transfer of capital). Currently, the PIT Law 2025 applies a uniform tax rate of 20% on taxable income from capital transfers, determined as the transfer price less the purchase price and reasonable expenses related to generating income from capital transfer, without distinction between Vietnam resident and non-resident individuals. In cases where the purchase price and related expenses cannot be determined, PIT amount shall be calculated at 2% of the transfer price, irrespective of whether the individual is a Vietnam resident or non-resident.
For enterprises, previously, under the CIT Law 2008, there were differing interpretations as to whether a 20% or 0.1% tax rate should apply to income from the transfer of shares in non-public companies, or in organizations not listed or registered for trading according to the laws on securities. Currently, under the CIT Law 2025 and Decree 320/2025, the 20% tax rate applicable to income from transfer of a limited liability company’s capital will also apply to the taxable income from the transfer of shares in the aforementioned joint-stock companies. Therefore, the 0.1% tax rate on taxable income will now apply to only income from securities transfer transactions, as defined above.
Previously, the CIT 2008 applied a uniform tax rate of 20% on taxable income, without distinguishing between Vietnamese or foreign enterprises, or between foreign enterprises with and without a permanent establishment in Vietnam. Currently, the CIT Law 2025 differentiates the tax rates applied to capital transfer income of these entities based on their status. For simplicity, according to Decree 320/2025, a tax rate of 2% on “taxable revenue arising in Vietnam” (instead of the 20% rate) will generally apply to all capital transfer transactions of foreign enterprises without a permanent establishment in Vietnam. However, also according to Decree 320/2025, the parties will not have to pay CIT arising in Vietnam if the capital transfer transaction is undertaken for the purpose of ownership restructuring within a corporate group, does not change the ultimate parent company of the participating parties that directly or indirectly own the enterprises in Vietnam after the restructuring, and does not generate income.

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