To date, Vietnam has entered into double taxation agreements (“DTA”) with 80 countries and territories worldwide for the avoidance of double taxation and the prevention of fiscal evasion with respect to taxes on income.
For the implementation of the DTAs, on 1 July 2026, the Ministry of Finance issued Circular No. 95/2026/TT-BTC (“Circular 95”). Circular 95 took effect from the date of signing and superseded Circular No. 205/2013/TT-BTC dated 24 December 2013 of the Ministry of Finance, providing guidance on the implementation of the DTAs (“Circular 205”), and Circular No. 45/2021/TT-BTC dated 18 June 2021 of the Ministry of Finance, providing guidance on the application of advance pricing agreements (“APAs”) in tax administration.
Overall, Circular provides guidance on the following three principal areas:
• Implementation of DTAs. Building upon the provisions of Circular 205, Circular 95 supplements and clarifies the regulations on the subjects of application, the conditions for tax exemption and reduction, and the methods for determining the tax liabilities applicable of foreign individuals and enterprises deriving income from Vietnam, and of Vietnamese enterprises investing abroad.
• Mutual Agreement Procedure (MAP). This is a new matter that was not addressed in detail under the former Circular 205. Circular 95 sets out the process and procedures for taxpayers to request the tax authorities to resolve cases of taxation that are not in accordance with the provisions of a DTA. It thereby establishes a consultation mechanism between the tax authorities of the two countries to resolve cross-border tax disputes, eliminate double taxation, prevent tax evasion and protect taxpayers’ legitimate interests in international transactions.
• Advance pricing agreement mechanism (APA). Building upon the provisions of Circular 45, Circular 95 prescribes the procedures under which an enterprise and the tax authority may agree in advance on the transfer pricing methodology applicable to related-party transactions. This mechanism is intended to provide tax certainty, mitigate the risk of tax imposition or recovery of underpaid tax, and eliminate the risk of double taxation for taxpayers.
In this article, we would like provide a brief overview of certain noteworthy new provisions of Circular 95 that provide guidance on the implementation of the Mutual Agreement Procedure (MAP).
1. Circumstances in which a MAP request may be rejected
(a) MAP Application dossier is not within the competence of Vietnam’s competent authority to consider and resolve.
(b) The MAP application dossier is submitted after the expiry of the three-year period (or the two-year period, depending on the provisions of the relevant DTA), calculated from the date on which the tax authority of Vietnam or of the Contracting Party, as applicable, issues a notice of the tax treatment that a resident of the Contracting Party or of Vietnam considers not to be in accordance with the provisions of the Tax Treaty between Vietnam and that Contracting Party
(c) The person requesting the application of the MAP has not fully fulfilled the obligations specified in the tax treatment decisions issued by the Vietnamese tax authority or the Contracting Party, as applicable, before and during the MAP application process, unless a competent state authority has decided to temporarily suspend the enforcement of a tax calculation decision or a tax assessment decision issued by the tax authority.
(d) The person requesting the application of the MAP or a related party is undergoing a tax inspection, and no official tax inspection report has yet been issued.
(e) There are grounds for determining that the person requesting the application of the MAP has abused, or is seeking to apply, the MAP in order to obtain a tax benefit contrary to the purpose and nature of the relevant DTA, or to engage in tax avoidance or tax evasion.
(f) The Tax Department determines that the tax liabilities of the person requesting the application of the MAP has been determined in accordance with the provisions of the relevant DTA.
Where a request for application of the MAP is rejected, the competent authority of Vietnam (being the Minister of Finance or a duly authorized representative of the Minister of Finance) shall issue a Notice of Rejection of the MAP Request or send a letter rejecting the MAP request to the competent authority of the Contracting Party.
2. Process for Handling MAP Requests Submitted by Taxpayers Resident in Vietnam
2.1 Receipt of MAP Application Dossiers
A taxpayer shall submit its MAP application dossier to the Tax Department. The dossier must include:
• A written request for application of the mutual agreement procedure, using Form No. 01/DTA-MAP provided in the Appendix issued together with Circular 95;
• The financial statements and tax returns relevant to the MAP request;
• Documents relating to the notice of determination of tax liability issued by the foreign tax authority or the Vietnamese tax authority;
• The taxpayer’s transfer pricing documentation for the tax period covered by the MAP request (in the case of a transfer pricing MAP);
• Information, documents, contracts and a detailed description of the transactions and activities relevant to the determination of the tax liability and the basis for the applicant’s position that the foreign tax authority’s application of the relevant DTA provision is not in accordance with the DTA; and the applicant’s analysis concerning the determination of the tax liability.
• Evidence of tax payment where the applicant has paid the tax amount relating to the MAP request;
• A copy of the MAP request and its supporting documents where the applicant has submitted or intends to submit a MAP request to the foreign tax authority; and
• A copy of any complaint or appeal and its supporting documents where the applicant has filed or intends to file a complaint or appeal under another dispute resolution mechanism in Vietnam or overseas, together with the outcome of such complaint or appeal, if available.
• A copy of the claim and all supporting documents, where the applicant has filed or intends to file such claim under another dispute resolution mechanism, whether in Vietnam or abroad, together with any decision or outcome of that process (if available).
Upon receipt of a complete MAP application dossier from a taxpayer that is a resident of Vietnam, the Tax Department shall conduct the MAP with the foreign tax authority in accordance with the relevant DTA and the procedures set out in Circular 95.
2.2 Review and analysis of the MAP Application Dossier
• The Tax Department shall examine the completeness and validity of the MAP application dossier and clarify any information or documents necessary to determine whether the MAP request falls within the scope of, and satisfies the conditions for, application of the MAP under the relevant DTA. Upon completion of the review, the Tax Department will notify the taxpayer in writing, using the prescribed form, of its acceptance or rejection of the MAP request, or issue a notice requesting additional information and documents in the prescribed form.
• The Tax Department will analyze the MAP application dossier based on an overall assessment of the information and documents provided by the taxpayer, with reference to provisions of the relevant DTA and domestic tax laws in order to evaluate whether the MAP request is reasonable, complete and well-founded. During this process, the Tax Department may request the taxpayer or the competent authority of the relevant DTA Contracting Party to provide additional information and documents. It may also proactively coordinate with relevant units within the tax administration and with other relevant authorities, organizations and individuals to collect, examine and verify information, factual evidence and supporting documentation, and may refer to international practices and experience in handling similar MAP cases, with a view to ensuring that the dossier is handled objectively and in accordance with applicable laws and international standards.
2.3 Unilateral Resolution of a MAP Request
The Tax Department may determine that a MAP request submitted by a taxpayer that is a resident of Vietnam can be resolved in accordance with the relevant DTA without exchanging position papers or entering into negotiations with the tax authority of the other Contracting State. Where the MAP request is resolved unilaterally, the Tax Department will notify both the taxpayer and the tax authority of the other Contracting State.
2.4 Exchange of Position Papers, MAP Negotiations and Taxpayer’s Comments
Where a MAP request has been submitted by a taxpayer, following the exchange of position papers and completion of MAP negotiations, if the two competent authorities reach a mutual agreement, the Tax Department will issue a written request asking the taxpayer to confirm whether it objects to the proposed mutual agreement.
Where the mutual agreement does not resolve the double taxation or the taxation that is not in accordance with the relevant DTA in respect of the taxpayer’s case, the Tax Department will notify the taxpayer in writing.
The taxpayer may not accept only part of the proposed mutual agreement, such as only certain issues or certain tax periods covered by the proposed agreement. In complex cases where the Tax Department and the competent authority of the other Contracting State consider that it may be difficult to reach an overall mutual agreement, the proposed agreement may be divided into separate parts.
2.5 Closure of a MAP Application
A MAP application will be closed in any of the following circumstances:
• The MAP request has been resolved unilaterally.
• The MAP request has been withdrawn. In particular:
o The Tax Department will close the MAP application where the taxpayer submits a written request to withdraw the MAP application, or where the Tax Department receives notice from the competent authority of the other Contracting State that the taxpayer of that Contracting State has withdrawn its MAP request.
o A MAP request may be withdrawn at any time before the mutual agreement is signed. A taxpayer may not withdraw only a part or separate parts of the MAP request.
• The MAP request has been concluded based on the outcome of negotiations between Vietnam’s competent authority and the competent authority of the other Contracting State.
• The MAP request cannot be resolved for any other reason, including where: the taxpayer becomes bankrupt, is dissolved or otherwise ceases to exist; or a MAP agreement has been reached but cannot be implemented under the relevant DTA or the domestic tax law of either Contracting State.
Upon closure of the MAP application, the Tax Department will issue a notice to the taxpayer using the prescribed form.
3. Implementation of MAP Agreements and Monitoring and Supervision of MAP Implementation
• The Tax Department shall issue an official letter to the tax authority directly managing the taxpayer, requesting it to implement the applicable tax administration measures, and shall concurrently send a copy to the relevant taxpayer for information and implementation.
• The tax authority directly managing the taxpayer shall adjust the tax base or implement other necessary tax administration measures in accordance with the Tax Department’s written instructions. The relevant taxpayer shall be required to comply with the instructions of the tax authority.
• Where the implementation of a MAP agreement results in the amounts of tax, other amounts payable, late-payment interest or fines already paid exceeding the amounts payable, the tax authority shall adjust the taxpayer’s tax liability, determine the overpaid amount, and process the overpayment in accordance with the provisions of the tax administration laws governing the treatment of overpaid taxes, other amounts payable, late-payment interest and fines.
• A MAP agreement shall apply only to the specific case and the relevant tax periods and shall not constitute a precedent for any other case, taxpayer or tax period.