VI On April 29, 2026, the Government issued Decree 141/2026/ND-CP amending and supplementing several articles of Decree 68/2026/ND-CP. Let’s explore this further with Pham Consult!
How are businesses with revenue of 1 billion VND or less exempt from corporate income tax in 2026 under Decree 141/2026/ND-CP?
Businesses with revenue of 1 billion VND or less are exempt from corporate income tax in 2026 as stipulated in Article 2 of Decree 141/2026/ND-CP, specifically as follows:
Adding Clause 15 to Article 4 of Decree 320/2025/ND-CP on income exempt from corporate income tax, specifically as follows:
Income of businesses and organizations established under Vietnamese law with total annual revenue of 1 billion VND or less, specifically as follows:
– The total annual revenue used as the basis for determining whether a business is eligible for corporate income tax exemption is the total revenue from sales and service provision (excluding revenue deductions), revenue from financial activities, and other income as shown in the Appendix of production and business results attached to the corporate income tax return for the immediately preceding tax year;
– If a business has been operating for less than 12 months in the preceding tax year, the total revenue for that tax year is determined by dividing the actual total revenue in that tax year by the number of months the business actually operated during that tax year, and multiplying by 12 months. For newly established businesses, businesses changing their business type, ownership structure, mergers, acquisitions, divisions, or separations in any month of the preceding tax year, the operating period is calculated in full months;
– If a newly established business in the tax year projects total revenue for that tax year not exceeding 1 billion VND, the business is not required to make provisional corporate income tax payments. At the end of the tax period, if the actual total revenue exceeds 1 billion VND, the business must declare and settle corporate income tax according to regulations and will not be subject to late payment penalties.
– The tax exemption provisions in this clause do not apply to enterprises established under Vietnamese law that are subsidiaries or affiliated companies where the affiliated enterprise does not meet the tax exemption conditions stipulated in this clause.
When is the time of determining income from capital transfer for corporate income tax purposes according to Decree 320?
The time of determining income from capital transfer for corporate income tax purposes is stipulated in Clause 1, Article 13 of Decree 320/2025/ND-CP, specifically as follows:
The time of determining income from capital transfer is the time of transferring ownership of capital.
– In the case where an enterprise sells the entire one-member limited liability company owned by an organization in the form of capital transfer associated with real estate, it shall declare and pay corporate income tax according to the real estate transfer activity;
– In cases where a business transfers capital not in cash but in the form of assets (including shares, fund certificates), or other material benefits that generate income, it is subject to corporate income tax. The value of assets, shares, fund certificates, and other material benefits is determined according to the market selling price of the product at the time of receiving the assets;
– If a business has income from capital transfer, this income is considered other income and is declared as taxable income when calculating corporate income tax.
Note: Income from capital transfer of a business is income obtained from transferring part or all of the capital that the business has invested in one or more other organizations or individuals (including cases of selling the business, transferring the right to contribute capital, and other forms of capital transfer as prescribed by law), transferring shares of a company that is not a public company, or transferring shares of an organization that is not listed or registered for trading according to the provisions of securities law.
How is taxable corporate income from capital transfers calculated according to Decree 320/2025/ND-CP?
The calculation of taxable corporate income from capital transfers is stipulated in Clause 2, Article 13 of Decree 320/2025/ND-CP, specifically as follows:
Taxable income from capital transfers is determined by the transfer price minus the purchase price of the transferred capital and transfer costs.
– The transfer price is determined as the total actual value received by the transferor according to the transfer contract.
+ If the capital transfer contract stipulates payment in installments or deferred payments, the revenue of the transfer contract does not include installment interest or deferred payment interest according to the terms specified in the contract;
+ If the transfer contract does not specify the payment price or the tax authority has grounds to determine that the payment price is not in line with market prices, the tax authority has the right to inspect and determine the transfer price. If a business transfers a portion of its capital contribution and the transfer price for that portion does not conform to market value, the tax authority may reassess the entire value of the business at the time of transfer to determine the transfer price corresponding to the percentage of capital contribution transferred;
+ If a business transfers capital to an organization or individual, the value of the transferred capital as stipulated in the transfer contract, if it is 5 million VND or more, must be supported by non-cash payment documents. If the capital transfer lacks non-cash payment documentation, the tax authority has the right to determine the transfer price.
The determination of the transfer price as stipulated in this point shall be carried out in accordance with the provisions of the law on tax administration;
– The purchase price of the transferred capital is determined for each case as follows:
+ In the case of capital contributed to the establishment of a business, the purchase price is the cumulative value of the capital contribution up to the time of transfer, based on accounting books, records, and documents, and confirmed by the parties participating in the capital investment or the business cooperation contract, or the audit results of an independent auditing firm for a 100% foreign-owned enterprise;
+ In the case of capital acquired through purchase, the purchase price is the value of the capital at the time of purchase. The purchase price is determined based on the capital acquisition contract and payment documents;
+ In the case of an enterprise that meets the conditions for accounting in foreign currency and complies with the legal regulations on accounting regimes and transfers capital contributions in foreign currency, the transfer price and the purchase price of the transferred capital are determined in foreign currency; – In cases where a business maintains its accounting records in Vietnamese Dong and transfers capital contributions in foreign currency, the transfer price must be determined in Vietnamese Dong in accordance with tax management laws;
– Transfer costs are actual expenses directly related to the transfer, supported by legal documents and invoices. Transfer costs include: Costs for necessary legal procedures for the transfer; fees and charges payable during the transfer process; transaction costs, negotiation costs, contract signing costs, and other costs supported by documentation.
If transfer costs arise abroad, the original documents must be certified by a notary public or independent auditor in the country where the costs are incurred, and the documents must be translated into Vietnamese (with certification from an authorized
