1. Enterprise registration

On 23 July 2026, the Government issued Decree No. 296/2026/ND-CP (“Decree 296”) amending Decree No. 168/2025/ND-CP dated 30 June 2025 on registration of enterprises. Decree 296 took effect from 23 July 2026. Following are some key amendments of Decree 296.

Supplemented principles concerning enterprise registration

Decree 296 includes a new principle which requires owners, shareholders or company members to comply with Article 34.2 of the Law on Enterprises on assets contributed as capital and prohibits them from allowing their names to be used to contribute capital to an enterprise on behalf of others.

Decree 296 also requires provincial-level Business Registration Agencies to retrieve and use information already available in the National Enterprise Registration Database and other national or specialised databases. Accordingly, a provincial-level Business Registration Agency may not request individuals or organisations carrying out enterprise registration procedures to submit copies of documents available in those databases, including Enterprise Registration Certificates, Investment Registration Certificates (“IRCs”), and written approvals from investment registration agencies for capital contributions, share purchases or acquisitions of capital contributions by foreign investors or foreign-invested economic organisations. Only where the relevant information cannot be retrieved, or the information retrieved is incomplete or inaccurate, may the provincial-level Business Registration Agency request copies of the relevant documents for processing enterprise registration procedures.

Identification of beneficial owners and declaration of information on beneficial owners

Decree 296 expands and clarifies the rules for identifying and reporting beneficial owners. A beneficial owner is now defined as one or more individuals who ultimately, directly or indirectly, own or exercise effective control over an enterprise having legal-person status, excluding individuals representing State capital. Beneficial owners include: (i) individuals directly or indirectly owning at least 25% of the charter capital or voting shares; (ii) each member of a family-related or contractually connected group that collectively meets this threshold; and (iii) all general partners of a partnership, irrespective of their ownership or voting percentages. Where the ownership criteria do not identify the actual beneficial owner, the enterprise must identify individuals exercising effective control through governance or decision-making rights. If no such individual can be identified, the highest-ranking manager authorised to act on behalf of the enterprise must be reported.

Enterprise founders and enterprises must review each level of the ownership structure until the individuals having ultimate ownership or effective control are identified and must declare and notify their information to the Business Registration Agency. Legal arrangements within the ownership structure must be assessed in accordance with anti-money-laundering laws.

Dossier for enterprise registration before obtaining an IRC

Decree 296 provides that where foreign investors establish enterprises before carrying out the procedures to obtain an IRC, the dossier for enterprise registration shall not include a copy of the IRC. In that case, the application for enterprise registration must contain a commitment to satisfy the market access conditions applicable to foreign investors prescribed by law.

Notification of changes in foreign shareholders of unlisted joint stock companies

Decree 296 amends the documentary requirements for the notification of changes in foreign shareholders of unlisted joint stock companies that are not registered for securities trading. The required documents include, among others, a copy or the original of a share transfer contract or evidence of the completed transfer (in the case of a share transfer), documentary evidence of capital contribution (where a foreign investor purchases privately offered shares), or a share donation contract (in the case of a donation of shares).

Temporary suspension of business

An enterprise must notify the provincial-level Business Registration Agency at least three (03) working days before the date of temporary business suspension or early resumption, or before the planned date of continued suspension if it extends a previously notified suspension period. In addition, Decree 296 introduces a new limit on the total duration of consecutive business suspension, which must not exceed 24 months.

2. Import-export regulations

On 22 July 2026, the Government issued Decree No. 292/2026/ND-CP (“Decree 292”) implementing the Law on Foreign Trade Management 2017. Decree 292 will take effect from 5 September 2026, replace Decree No. 69/2018/ND-CP dated 15 May 2018 (“Decree 69”) and repeal Decision No. 11/2013/QD-TTg dated 24 January 2013. Below are some key points of Decree 292 regarding the import and export of goods. 

Import and export right of traders incorporated in Vietnam

Decree 292 continues to provide that Vietnamese traders that are not foreign-invested economic organisations (“FIEs”) are entitled to conduct import and export business and other related activities regardless of their registered business lines, except for goods the import or export of which is prohibited or temporarily suspended.

FIEs and branches of foreign traders in Vietnam that conduct import-export activities governed by Decree 292 must also comply with Vietnam’s commitments in international treaties to which Vietnam is a member and the lists of goods and roadmaps published by the Ministry of Industry and Trade (“MOIT”).

In addition, Decree 292 introduces a new provision allowing FIEs to directly export, or entrust others to export, products manufactured by them; and directly import, or entrust others to import, machines, equipment, materials, supplies, spare parts, components and other goods for carrying out investment activities in accordance with the objectives of investment projects stated in their IRCs.

Goods prohibited from import or export, goods subject to import/export conditions

The List of goods prohibited from import or export, the List of goods subject to import or export permits or conditions, and the List of goods the import of which is subject to designation of an importer are provided under Decree 292. Those lists will be reviewed and updated by MOIT every two years.

Compared with Decree 69, certain new items are included in the list of goods prohibited from import, such as electronic cigarettes (e-cigarettes) and heated tobacco products (HTPs), medicines and medicinal materials falling within the list of goods prohibited from import and production, and radioactive waste.

The import and export of goods subject to import or export permits or other import or export conditions must comply with applicable laws. The Ministers and heads of the relevant ministerial-level agencies (e.g. the MOIT and the Ministry of Agriculture and Environment) shall (i) publish detailed lists of such goods together with their corresponding HS codes, and (ii) issue, or submit to the competent authority for issuance, detailed procedures for granting import or export permits.

CFS requirements for import-export goods

Annex IV of Decree 292 lists categories of goods requiring Certificate of Free Sale (“CFS”) (e.g. functional foods, medicines, cosmetics, medical devices, industrial chemicals and explosives) and identifies the competent authorities responsible for CFS management. Where necessary, the relevant ministries or ministerial-level agencies will submit to the Government regulations specifying the imported goods that require a CFS and will publish detailed lists of those goods together with their HS codes.

For exported goods, provincial-level People’s Committees are responsible for issuing CFSs in accordance with Decree 292.

Temporary import and re-export of goods

Subject to the specific conditions set out in Decree 292, only Vietnamese traders that are not FIEs are permitted to conduct temporary import and re-export business. However, FIEs may temporarily import goods into Vietnam (except goods prohibited or temporarily suspended from import or export) for warranty, maintenance, lease, loan or other purposes within a specified period and then re-export the same goods. FIEs may also temporarily import goods manufactured by them and previously exported for warranty, maintenance, repair or replacement at the request of foreign parties, and then re-export those goods. When temporarily importing and re-exporting goods, FIEs must comply with Article 16 of Decree 292.

Transhipment business by FIEs

While Decree 69 generally prohibits FIEs from conducting transhipment business, Decree 292 introduces an exception permitting FIEs to conduct such business where the goods are transported directly from the exporting country to the importing country without passing through Vietnam’s border gates. The goods involved in such business must conform to the FIE’s registered business lines or, where the FIE is required to obtain one, its IRC.

3. Transfer pricing regulations

On 30 June 2026, the Government issued Decree No. 255/2026/ND-CP (“Decree 255”) on tax administration for enterprises involved in related-party transactions.

Decree 255 became effective on 1 July 2026 and applies from the corporate income tax (“CIT”) period of 2026. Decree No. 132/2020/ND-CP dated 5 November 2020, as amended (“Decree 132”), ceased to be effective from 1 July 2026. Some notable provisions of Decree 255 are summarised below.

Principles

Tax agencies shall apply the principles set out in Articles 6.4 and 22.1 of the Law on Tax Administration 2025 (the “LTA 2025”) to manage and inspect transfer prices.

Taxpayers with related-party transactions must exclude factors that reduce their tax liabilities due to the controlling effect or influence of related-party relationships, so that the tax liabilities declared and determined for related-party transactions are equivalent to those for independent transactions conducted under the same conditions.

Related transactions and related parties

Related-party transactions include the sale, purchase, exchange, lease, letting, borrowing, lending, transfer or assignment of goods; provision of services; borrowing, lending, financial services, financial guarantees and other financial instruments; the sale, purchase, exchange, lease, letting, borrowing, lending, transfer or assignment of tangible or intangible assets; and agreements to purchase, sell or share resources such as assets, capital and labour, or to share costs between related parties, except for transactions in goods and services subject to State price regulation under the laws on prices.

Article 5.2 of Decree 255 introduces specific criteria for identifying related parties under Article 4.17 of the LTA 2025. These criteria include, among others, where one enterprise directly or indirectly holds at least 25% of the owner’s equity of the other enterprise; both enterprises each have at least 25% of their owner’s equity directly or indirectly held by a third party; one enterprise is the largest shareholder in terms of owner’s equity and directly or indirectly holds at least 10% of the total shares of the other enterprise; or guarantees or loans exceed the prescribed thresholds.

Transfer pricing methods

Decree 255 sets five transfer pricing methods, namely: the comparable uncontrolled price method, the resale price method, the cost plus method, the transactional net margin method, and the profit split method. The most appropriate method will be selected based on the characteristics of the transaction and the information and data available for comparability analysis.

Documentation requirements

Taxpayers are required to declare information about their related-party relationships and related-party transactions in Annexes I, II and III of Decree 255 and submit them to the tax agency together with the declaration for CIT finalisation.

Taxpayers must prepare, retain and provide a transfer pricing documentation file, including: (i) information about related-party relationships and related-party transactions as set out in Annex I; (ii) the local file containing the information and documents prescribed in Annex II; (iii) the master file containing the information and documents prescribed in Annex III; and (iv) the country-by-country report (“CbC report”) of the ultimate parent company prescribed in Article 19 and Annex IV. The documentation must be prepared before the annual CIT finalisation filing date and must be retained and provided at the tax agency’s request.

The requirements for the preparation and submission of CbC reports are also specified in Decree 255.

Exemptions from transfer pricing disclosures and preparation of a transfer pricing documentation file

Transactions between local taxpayers that apply the same CIT rate and neither party is entitled to CIT incentives during the tax period are exempt from transfer pricing disclosure under sections III and IV of Annex I, and exempt from preparing the transfer pricing documentation file. However, taxpayers must declare the basis for exemption in Sections I and II of Annex I.

In addition, Decree 255 provides exemptions from preparing a transfer pricing documentation file for (i) taxpayers with total turnover of less than VND 50 billion and all related transactions are less than VND 30 billion in a given tax period; (ii) taxpayers that have signed an advance pricing agreement (“APA”) and submitted an annual report in accordance with the regulations on APAs; and (iii) taxpayers that do not generate turnover or incur expenses from the exploitation or use of intangible assets, have turnover of less than VND 500 billion, and apply the ratios of net profit before interest and CIT (excluding the difference between financial income and financial expenses) to net turnover prescribed in Decree 255.

APAs

The procedures for the conclusion and implementation of APAs are stipulated in the Ministry of Finance’s Circular 95/2026/TT-BTC (“Circular 95”), which replaces Circular 45/2021/TT-BTC.

Taxpayers that pay CIT by the declaration method and engage in transactions with related parties may apply for a unilateral APA, bilateral APA or multilateral APA. Circular 95 provides the following process for application of an APA:

• Submission of an application file. An application file for an APA must be submitted to the Department of Tax (for a bilateral or multilateral APA) or its authorised agency (for a unilateral APA);
• Review, analysis and preparation of a negotiation plan;
• Negotiation on the contents of the APA. The relevant tax agency negotiates with the taxpayer (for a unilateral APA) or with the foreign tax authorities (for a bilateral or multilateral APA) to reach agreement on the APA contents; and
• Conclusion and implementation of the APA.

The maximum term of a signed APA is three (03) tax years. It may be extended for a period not exceeding three (03) years, provided that certain conditions are met. Circular 95 allows a taxpayer to request the application of an APA for up to five (05) consecutive tax years from the year in which the APA application file is submitted or from the immediately following tax year, but not exceeding the number of years in which the taxpayer has actually conducted business activities and declared and paid CIT in Vietnam.

APA application files submitted before 1 July 2026 (i.e. the effective date of Circular 95), but for which an APA has not yet been concluded and the proposed APA period has not yet ended, shall continue to be resolved in accordance with the LTA 2025 and Circular 95.

4. Strategic technology enterprises and hi-tech enterprises

On 30 June 2026, the Government issued Decree No. 260/2026/ND-CP (“Decree 260”) implementing the Law on High Technology 2025 (the “LoHT 2025”).

Effective on 1 July 2026, Decree 260 provides detailed guidance on, among other matters, the criteria for strategic technology enterprises, hi-tech enterprises and hi-tech product manufacturing enterprises as well as procedures for issuance of written confirmations and incentives for these enterprises.

Applicable criteria

Strategic technology enterprises, hi-tech enterprises and hi-tech product manufacturing enterprises must satisfy the criteria specified in Decree 260, in addition to the criteria set out in the LoHT 2025.

For hi-tech product manufacturing enterprises, Decree 260 further provides that they must (i) apply one or more technologies falling within the List of high technologies prioritized for development investment promulgated by the Prime Minister, and (ii) have hi-tech products or services falling within the List of hi-tech products encouraged for development promulgated by the Prime Minister.

Under Decree 260, the criteria on turnover, research and development (R&D) expenditure, localisation rate and employment for a strategic technology enterprise include: (i) turnover from strategic technology products must account for at least 80% of the enterprise’s total net turnover; (ii) the ratio of total R&D expenditure in Vietnam to annual net turnover (after deducting input value) must be at least 1%; (iii) employees with a college qualification or higher who directly conduct R&D activities must represent at least 10% of the enterprise’s total workforce; and (iv) the localisation rate of strategic technology products must be at least 40%.

The LoHT 2025 classifies hi-tech enterprises into two categories: Group I hi-tech enterprises and Group II hi-tech enterprises. Decree 260 prescribes different thresholds for turnover, R&D expenditure and employment applicable to each group. For example, turnover from hi-tech products must account for at least 70% of total net turnover for Group II hi-tech enterprises, at least 40% of total net turnover for Group I hi-tech enterprises conducting R&D activities involving high technologies and/or hi-tech products, or at least 80% of total net turnover for Group I hi-tech enterprises falling within Article 15.4(b) of the LoHT 2025.

Registration and confirmation

In order to enjoy incentives and support, an enterprise must register and obtain a written confirmation as a strategic technology enterprise, hi-tech enterprise or hi-tech product manufacturing enterprise (collectively, a “Confirmation”). The Ministry of Science and Technology issues Confirmations for Group I hi-tech enterprises, Group II hi-tech enterprises with total capital of VND 6,000 billion or more, and strategic technology enterprises. The provincial-level People’s Committee issues Confirmations for Group II hi-tech enterprises with total capital of less than VND 6,000 billion and hi-tech product manufacturing enterprises. A Confirmation is valid for five (05) years.

Decree 260 also specifies the cases in which the issuing authorities may revoke or invalidate a Confirmation, including, among others, where an enterprise fails to commence operations within 12 months from the date of the Confirmation, violates the prohibitions stipulated in the LoHT 2025, makes false declarations or forges application documents, or intentionally provides false information to obtain the Confirmation or related incentives and support.

Incentives

Strategic technology enterprises, hi-tech enterprises and hi-tech product manufacturing enterprises are eligible for incentives and support specified in high-technology laws and other relevant laws. Decree 260 also stipulates that strategic technology enterprises are exempt from land rental for the entire lease term in respect of land areas directly used for strategic technology product manufacturing and R&D activities.

5. Classification of import and export goods

The Ministry of Finance issued Circular No. 85/2026/TT-BTC (“Circular 85”) dated 30 June 2026 on the classification of, and analysis for the classification of, import and export goods. Circular 85 will take effect from 15 September 2026 and replace Circular 14/2015/TT-BTC dated 30 January 2015 and Circular 17/2021/TT-BTC dated 26 February 2021.

Circular 85 generally retains the existing principles for the classification of import and export goods. However, it supplements that where the name and description of goods cannot be identified according to the List of Vietnamese imports and exports, explanatory notes of the Harmonized System Nomenclature, compendium of classification opinions of World Customs Organization, supplementary notes of the ASEAN Harmonized Tariff Nomenclature and/or database on the List of Vietnamese imports and exports, the name and description of goods may be identified according to criteria, standards and technical regulations issued by competent authorities.

Where the customs authorities lack sufficient grounds to verify a declared classification, the goods must be analysed or appraised under Circular 85. Notices of analysis and classification results or of inspection and assessment of technical criteria, issued by the Head of the Customs Verification Team, serve as bases for determining duty rates and applying goods-management policies. A declarant may challenge the former notice by filing a complaint under the Law on Complaints or requesting an appraisal under Article 30 of Decree No. 08/2015/ND-CP.