Decree 255/2026/ND-CP was issued on 30 June 2026, took effect on 1 July 2026 and applies from the 2026 corporate income tax period. Related-party disclosures are filed with the 2026 CIT finalisation. The initial CbCR notification follows a separate deadline: the end of the ultimate parent's reporting financial year. The decree largely carries over Decree 132/2020/ND-CP as amended by Decree 20/2025/ND-CP, and aligns it with the Law on Tax Administration No. 108/2025/QH15. Several provisions are also relevant to domestic companies and family businesses.
Seven points to review
| Point | Decree 255/2026 | What to do |
|---|---|---|
| Borrowing – with or without interest | Borrowing and lending, now also including non-interest-bearing arrangements for borrowing or lending money or assets, of at least 10% of owners' contributed capital with an individual who manages or controls the enterprise, or a family member, can create a related-party relationship. Whether interest is charged makes no difference. | List every amount received from or paid to founders, directors and their families – including informal, interest-free amounts – with the capital ratio on each transaction date, not at year-end. |
| Capital transfers | Transferring or receiving at least 25% of owners' contributed capital within the tax period with an individual who manages or controls the enterprise, or a person in a family relationship listed in Article 5(2)(g), is also covered. | Check ownership changes during the year, not only the year-end shareholder list. |
| De facto control | The catch-all test covers any case where one enterprise – including a branch that maintains separate accounts and independently declares and pays CIT – in practice directs, controls or decides the business of another. | Look at who actually decides, not only at registered ownership. |
| Documentation exemption | The revenue condition in the relevant exemption case is raised to below VND 500 billion and the "simple functions" criterion is removed. Revenue is only one condition: the transaction, intangible-asset and profitability conditions of each exemption case in Article 20 still apply. | Test every condition of the exemption case each year – it is not automatic. An exemption does not remove the related-party disclosure, the arm's-length principle or responsibility for what you declare. |
| Country-by-country report | Threshold of EUR 750 million group revenue in the fiscal year before the reporting year (previously VND 18,000 billion), converted at the State Bank's December rate. Filed in encrypted XML within 12 months of the ultimate parent's year-end. | Confirm with the group who files, where, and the notification deadline (next table). |
| Comparable data | A priority order: published data first, then commercial databases, then the tax authority's database (Art. 17). The national database is added as a source. | Document why each data source was chosen and why higher-priority data was not usable. |
| Interest cap | Unchanged at 30% of net operating profit plus net interest and depreciation, with a five-year carry-forward. Interest still being carried forward under Article 3 of Decree 20/2025/ND-CP continues for its remaining period. | Keep one schedule of capped and carried-forward interest that reconciles to the tax return, the ledger and the financial statements. |
The twelve related-party tests, grouped for reference
Article 5 keeps the structure of the earlier rules. In summary – the decree's own wording and exclusions govern:
| Test | When two parties are related |
|---|---|
| Ownership | One holds at least 25% of the other's contributed capital, directly or indirectly; or both are at least 25% held by the same third party; or one is the largest shareholder and holds at least 10% of the other's shares. |
| Financing | One guarantees or lends to the other where the debt is at least 25% of the borrower's owners' capital and more than 50% of its medium- and long-term debt – subject to three exclusions, including 100% state-owned debt-trading organisations that neither control nor invest in the borrower. |
| Management | One appoints more than half of the other's management, or a member with power over financial or business policy; or a third party appoints more than half of the management of both. |
| Family | The two are run or controlled – in personnel, finance and business – by members of one family as listed in the decree. A family tie alone is not enough; control is the test. |
| Structure | Head office and permanent establishment, or two permanent establishments of the same foreign person; credit institutions and their subsidiaries or affiliates. |
| Individuals | Enterprises controlled by one individual through capital or direct management; capital transfers of at least 25%, or borrowing or lending of at least 10%, with an individual who manages or controls the enterprise or a person in a family relationship listed in Article 5(2)(g). |
| Substance | Any other case of actual direction, control or decision-making. |
Country-by-country reporting: the calendar
| Step | Requirement |
|---|---|
| Notification (Form 01/TB-BCLN) | Filed once, when the obligation first arises, by the end of the ultimate parent's fiscal year for the reporting year. |
| Changes | Any change – including the end of the obligation – notified within 90 days. |
| Local filing | Can be required under Article 19(2)(b) where (i) the ultimate parent has no filing obligation in its own jurisdiction; (ii) that jurisdiction has a tax treaty or international agreement with Vietnam, but no competent authority agreement for exchanging the report is effective by the reporting deadline; or (iii) that jurisdiction has a competent authority agreement with Vietnam, but a systemic failure to exchange has been notified to the taxpayer. |
| Conditions on Vietnam | A local filing can be required only where Vietnam meets the conditions on confidentiality, consistency and appropriate use of the information. |
| No local filing | Where the report reaches Vietnam through automatic exchange, or a surrogate parent files it and the conditions of the decree are met. Article 19(2)(b) also expressly exempts local filing where the ultimate parent has no filing obligation because prior-year consolidated group revenue is below its home-jurisdiction reporting threshold due to differences in thresholds, currency conversion or revenue rules. |
| Use by the tax authority | For risk assessment and exchange of information – not to adjust or impose transfer prices. |
A Vietnamese subsidiary should obtain from the parent at least: the ultimate parent, its jurisdiction and fiscal year, consolidated revenue, its foreign filing obligation, any surrogate filer and the exchange mechanism with Vietnam.
Why family businesses should read this too
The borrowing test is not limited to foreign parents. A founder who manages or controls a domestic company and lends or advances it an amount equal to at least 10% of its contributed capital, a common way to fund a family business, can bring that company into related-party filing. An interest-free advance creates no interest to cap, but it does not remove the duty to identify the relationship, file the disclosure and explain the source of funds.
Where files usually fail
- The functional analysis describes a different company. Intercompany agreements say the Vietnamese entity is a low-risk manufacturer, while its accounts show inventory, market and credit risk.
- Customs and transfer-pricing prices do not match. The import value declared to customs and the price defended in the transfer-pricing file are prepared by different people, months apart.
- Year-end adjustments without paperwork. A margin "true-up" booked in December with no invoice, agreement clause or customs follow-up is hard to defend for CIT and customs alike.
- Founder and director advances are missing. They sit in other payables or receivables rather than in the related-party map.
- The adviser is treated as responsible. Engaging a tax agent or consultant to prepare the file does not shift the taxpayer's responsibility for the information declared.
Before the 2026 finalisation
- Rebuild the related-party list using the twelve tests, including interest-free borrowing and in-year capital transfers.
- Re-test the documentation exemption against every condition of the relevant case, not only the VND 500 billion revenue threshold.
- Reconcile related-party prices across customs declarations, costing and the transfer-pricing file.
- Update the interest-cap schedule, including amounts carried forward under Decree 20/2025.
- Agree CbCR notification and filing responsibilities with the group, and diarise the 90-day update rule.
- Prepare a short memorandum for each sensitive position, with the evidence behind it.
The decree also provides for a voluntary compliance support programme for enterprises with related-party transactions, and allows the tax authority to publish industry profit margins by sector, region or taxpayer group. Monitor the implementing guidance and explain how any relevant published data is used in the analysis.
Identify related parties, reconcile the transactions and document the conclusions before preparing the tax disclosures.
Relevant capability: International Business Advisory (IBA)
General information as at October 2026. It is not legal, tax or accounting advice for any specific situation; check the law in force and your own facts before acting. Prepared from Decree 255/2026/ND-CP and an official question-and-answer set on the decree.
