Selling a stake in a Vietnamese company: how capital transfer income is taxed and who has to file

When a company sells all or part of its capital in a Vietnamese company, the income from that sale is subject to corporate income tax (CIT). For a Vietnamese corporate seller, the gain — sale price less the cost of the capital and the expenses of the transfer — is taxed under the CIT rules. For a foreign corporate seller without a presence in Vietnam, the tax is still due in Vietnam, because the asset sold is a Vietnamese company, and the new CIT law, Law 67/2025/QH15, applied from the 2025 tax year, set out a specific approach for such sellers. The calculation method and rate for foreign sellers must be checked in the current text rather than assumed from the old rules.

The second question — who files — matters as much as the first. The obligation to declare falls on a party in Vietnam, and the transaction also changes the target company's investment and enterprise registration. Buyers, sellers and the target company all have reasons to settle the tax position before the money moves. This guide sets out the principles; the specifics depend on the structure of each deal.

What counts as a capital transfer

The rules cover the transfer of contributed capital in a limited liability company, the transfer of shares in a joint stock company, and similar interests in other forms of enterprise. They also reach some arrangements that change ownership without an obvious sale:

• A sale of part of a stake, not only a full exit.
• A transfer between companies in the same group — related-party transfers are not exempt simply because ownership stays within the group.
• Consideration in a form other than cash, such as shares of the buyer.
• Certain transfers that take place outside Vietnam but change who ultimately owns a Vietnamese company. The new law and its guidance address such indirect transfers; whether a particular offshore sale is caught depends on the rules, so raise the question early in any group restructuring.

Shares of listed and public companies traded on the securities market follow their own regime. For individuals, the tax on transferring securities is 0.1% of the sale price; corporate sellers of listed shares should check the method that applies to them.

How the taxable amount is built for a Vietnamese corporate seller

Hypothetical example. Suppose a Vietnamese company bought a 30% stake in another Vietnamese company for VND 60 billion and sells it for VND 90 billion, paying VND 1 billion of advisory fees. The gain is VND 90 billion − VND 60 billion − VND 1 billion = VND 29 billion. If that gain is taxed at the seller's 20% rate, the CIT is VND 5.8 billion. Whether the gain can be offset against losses from the seller's other activities is set by the law; check before assuming it can.

Foreign corporate sellers: the method changed

A foreign company that sells capital in a Vietnamese company, and has no permanent establishment in Vietnam, is taxed in Vietnam on that income. Under earlier rules the calculation was gain-based. Law 67/2025/QH15 introduced a specific method for foreign sellers in this position. We do not state the rate or base here: read the current law and its implementing guidance, or ask your adviser to confirm them in writing for the transaction.

Three practical points hold regardless of the method:

• A tax treaty may be relevant. Some of Vietnam's double taxation agreements allocate taxing rights over capital gains differently from domestic law. A treaty benefit is not automatic; it must be claimed through the procedure in the tax administration rules, with a certificate of tax residence.
• Cost basis evidence still matters wherever the calculation depends on it, and for the seller's own tax position at home.
• Exchange rates. Where the price is agreed in foreign currency, the conversion into VND for tax purposes follows the rules for the date concerned. Agree in the contract which party bears the tax and on what conversion.

Who files, and when

The obligation to declare and pay tax on a capital transfer falls on a party in Vietnam, and the rules specify which one depending on the structure — the seller itself where it is a Vietnamese company, and, for foreign sellers, a party such as the buyer or the Vietnamese company whose capital is transferred. Settle three questions before signing:

1. Who declares? Name the party in the share purchase agreement, consistent with the rules.
2. By when? Capital transfer declarations for foreign sellers are made per transaction, on a deadline linked to the transaction; Vietnamese corporate sellers usually include the income in their own returns. Confirm the deadline in the current tax administration rules — from 1 July 2026, Decree 252/2026/NĐ-CP and Circular 89/2026/TT-BTC.
3. Who pays, and from what money? If the buyer pays the price abroad in full and the seller then disappears, the Vietnamese party that must file is left exposed. Holdbacks and escrow arrangements exist for this reason.

The registration side runs in parallel: the target company updates its enterprise registration and, where required, its investment registration. The tax authority sees these changes, so a registration update without a matching tax declaration is conspicuous.

The buyer's side: tax history stays with the company

In a share or capital deal, the buyer acquires the company with its tax history. Underpaid VAT from three years ago, a disallowed management fee, an incentive claimed without meeting its conditions — all of these remain liabilities of the target after the sale, and an audit can reach periods well before the buyer arrived. That is why tax due diligence on a Vietnamese target concentrates on a few questions:

• Do the target's returns reconcile with its e-invoices and its e-tax account, and are there open notices or unpaid balances?
• Are incentives supported by the investment registration and properly separated in the accounts?
• Are intercompany charges and related-party loans documented?
• Were earlier changes of ownership declared and taxed?

Findings are handled through price, warranties and indemnities in the purchase agreement. None of that changes the target's obligations towards the tax authority; it only decides who bears the cost between buyer and seller.

Price, related parties and what not to do

The tax authority can adjust the transfer price where it does not reflect market value — particularly between related parties, or where the price is well below the net asset value of the company. Groups restructuring internally should document why the chosen price is appropriate, typically with a valuation.

Two practices cause most disputes and should be avoided outright:

• Writing a lower price in the Vietnamese contract than the price actually paid, with the difference settled elsewhere. Beyond the tax consequences, the payment trail through the direct investment capital accounts required by the foreign exchange rules usually makes the real price visible.
• Treating a transfer as a "capital reduction and new contribution" or another form chosen only to avoid the transfer rules, without a genuine business reason. Substance is examined.

A clean transaction documents the price, pays it through the proper accounts, declares on time and keeps the file.

Checklist for the target company

• Obtain the transfer contract and confirm who is declaring the tax, and when.
• Update the enterprise and investment registration, and check that the tax registration data follows.
• If the target has a declaration role, collect the documents needed: contract, cost basis evidence, payment records, and treaty documents if a treaty claim is made.
• Check the taxpayer information lookup after the change, and the target's e-tax account for any declaration and payment made in its name.
• Keep the complete file. Accounting documents used directly for bookkeeping and preparing financial statements must be kept for at least 10 years under the Law on Accounting, and capital history is asked for again at every later transaction.