Tax & Legal Newsletter | October 2025
Vietnam Tax and Legal Updates: Independent Audit Penalties, Global Minimum Tax and CIT Incentives
JPA Vietnam summarizes key regulatory developments in October 2025, including new rules on administrative penalties in independent auditing, the implementation of Global Minimum Tax under the GloBE framework, and changes under the new Corporate Income Tax Law.
This newsletter highlights selected tax and legal updates that may affect businesses operating in Vietnam, especially foreign-invested enterprises, multinational groups, audited entities and companies assessing corporate income tax incentives.
01
Decree No. 228/2025/ND-CP: Administrative Penalties in Independent Auditing
On 18 August 2025, the Government issued Decree No. 228/2025/ND-CP, removing the phrase “independent audit” from Decree No. 41/2018/ND-CP. The Decree is regarded as an important step in refining Vietnam’s legal framework for independent auditing and introduces several notable updates.
| Key issue | Decree No. 41/2018/ND-CP Before 18 August 2025 | Decree No. 228/2025/ND-CP From 18 August 2025 |
|---|---|---|
| Effective date | Effective from 1 May 2018. | Effective from 18 August 2025 and removes the phrase “independent audit” from Decree No. 41/2018/ND-CP. |
| Applicable entities | Applicable to domestic and foreign organizations and individuals committing violations, including audit firms, branches of foreign audit firms operating in Vietnam, enterprises, representative offices, professional audit organizations and audit training institutions. | Applicable to domestic and foreign organizations and individuals committing violations, including enterprises established and operating under Vietnamese law, branches and representative offices of foreign enterprises operating in Vietnam, professional organizations in auditing, and auditing training institutions. |
| Statute of limitations | Within 01 year from the date the violation is detected or ceases. | Within 05 years from the date the competent authority detects the violation or the date the violation ceases. |
| Forms of sanction | Principal sanctions include warning and monetary fine. Additional sanctions may include suspension of auditor practice registration certificates, suspension of audit service business eligibility or audit service operations, and confiscation of violating exhibits and means. | Principal sanctions include warning and monetary fine. Additional sanctions may include suspension of auditor practice registration certificates for 03 to 06 months, suspension of audit service business eligibility certificates for 01 to 12 months, and confiscation of violating exhibits and means. |
| Maximum monetary penalties | Individuals: VND 50,000,000. Organizations: VND 100,000,000. | Individuals: VND 1,000,000,000. Organizations: VND 2,000,000,000. |
Key highlights for audited entities
Selection of audit firms
Audited entities may face fines ranging from VND 20 million to VND 50 million if they engage audit firms that are not legally permitted to provide audit services, do not meet legal requirements, or if they fail to conduct mandatory audits of financial statements or project settlement reports.
Annual audit contracts
Entities subject to mandatory annual financial statement audits must ensure that audit contracts contain all required information and are signed within the statutory timeframe. Fines may range from VND 5 million to VND 60 million, together with mandatory corrective actions.
Cooperation during audit engagements
Audited entities are required to provide complete, timely and truthful explanations. Incomplete or delayed explanations may lead to fines ranging from VND 20 million to VND 30 million.
Serious violations
Serious violations such as bribery, obstruction or concealment of financial misconduct may be subject to fines of up to VND 200 million, or VND 400 million in case of repeated offenses. Public interest entities may be subject to double penalty levels.
02
Decree No. 236/2025/ND-CP: Supplementary Corporate Income Tax under GloBE Rules
On 29 August 2025, the Government issued Decree No. 236/2025/ND-CP guiding the implementation of the supplementary corporate income tax under Resolution No. 107/2023/QH15. The Decree supports the implementation of the Global Anti-Base Erosion (GloBE) Rules under the OECD Pillar Two framework and takes effect from 15 October 2025.
Scope: The Decree provides detailed regulations on the Qualified Domestic Minimum Top-up Tax (QDMTT) and the Income Inclusion Rule (IIR), affecting multinational enterprise groups that meet the revenue threshold.
Applicable entities and rules
Qualified Domestic Minimum Top-up Tax (QDMTT)
Applicable to constituent entities of foreign multinational enterprises in Vietnam.
Income Inclusion Rule (IIR)
Applicable to Vietnamese multinational enterprises and their constituent entities located abroad.
Taxpayers in Vietnam may fall within the scope of the Global Minimum Tax rules if they are constituent entities of a multinational enterprise group and that group has consolidated global revenue of at least EUR 750 million in at least two of the four fiscal years immediately preceding the current fiscal year, subject to applicable exceptions.
Administrative obligations
Taxpayers subject to Global Minimum Tax obligations are required to prepare and submit notifications, tax identification number registration documents, declaration forms and supporting documentation packages within the statutory deadlines.
| Requirement | Filing deadline | Forms / Notes |
|---|---|---|
| List of constituent entities and notification of the filing constituent entity | Fiscal year end + 30 days | Consolidated declaration form, including Form No. 01/TB-DVHT. |
| Tax identification number registration | Fiscal year end + 90 days | Form No. 01/TB-DKTD-DVHT. Submission may be made directly, by post, or through the electronic tax portal. |
| Information return and supplementary CIT return | Fiscal year end + 12 months | Forms for IIR and QDMTT, including supplementary CIT returns and reconciliation statements explaining differences arising from financial accounting standards. |
| Global Minimum Tax information return | Fiscal year end + 15 months | For the first year, the deadline may be extended to 18 months from the fiscal year end of the ultimate parent company. |
Transitional liability relief
Consistent with OECD recommendations, Vietnam provides transitional liability relief for fiscal years beginning on or before 31 December 2026, excluding fiscal years ending after 30 June 2028.
- Late submission or failure to submit the notification of the constituent entity responsible for filing and paying tax, and the list of constituent entities.
- Late submission of tax registration documents within certain timing thresholds.
- Late submission of notifications regarding changes in tax registration.
- Incorrect or incomplete filings that do not result in tax underpayment or increased exemptions, reductions or refunds.
- Late submission of tax filings in certain cases.
- Incorrect declaration resulting in underpayment of tax in some cases.
CbCR-based transitional relief: Additional tax payable under Global Minimum Tax or IIR may be zero if revenue and profit thresholds are met, the simplified effective tax rate meets the required level, or pre-tax profit does not exceed the value of tangible assets and deductible payroll. The “once not applied, cannot be applied in subsequent years” principle should also be considered.
03
Law on Corporate Income Tax No. 67/2025/QH15
The new Corporate Income Tax Law introduces updated tax rates and changes to incentive rules, with the new corporate income tax rate officially taking effect from 1 October 2025.
Corporate income tax rates
| Tax rate | Applicable scope |
|---|---|
| Standard rate: 20% | Applicable to most enterprises. |
| Preferential rate: 15% | Applicable to enterprises with annual total revenue not exceeding VND 3 billion. |
| Preferential rate: 17% | Applicable to enterprises with annual revenue exceeding VND 3 billion and up to VND 50 billion. |
Cases where 15% and 17% preferential tax rates do not apply
- Income from capital transfers or transfers of capital contribution rights; income from real estate transfers, excluding social housing as prescribed; income from the transfer of investment projects, rights to participate in investment projects, and certain exploration, exploitation or mineral processing rights; and income from production and business activities conducted outside Vietnam.
- Income from exploration and exploitation of oil, gas and other precious resources, as well as income from mineral exploration and exploitation.
- Income from the production and business of goods and services subject to special consumption tax, except certain projects such as automobile, aircraft and yacht manufacturing or assembly, and petroleum refining.
- Enterprises that are subsidiaries or affiliated companies where the related enterprise does not meet the conditions for the applicable tax rate.
Additional sectors eligible for CIT incentives
Digital technology and semiconductors
Production of cybersecurity products, provision of cybersecurity services, production of key digital technology products and services, production of electronic equipment, semiconductor R&D, design, manufacturing, packaging and testing, and establishment of artificial intelligence data centers.
Defense, security and key industries
Defense and security manufacturing, production of industrial mobilization products, and production of key chemical and mechanical products in accordance with relevant laws.
Automobiles and digital technology products
Production and assembly of automobiles and production of other digital technology products may be eligible for corporate income tax incentives, subject to the relevant conditions.
SME support infrastructure
Investment in technical facilities supporting SMEs, SME incubation facilities and co-working spaces supporting innovative start-up SMEs under the Law on Support for Small and Medium-Sized Enterprises.
Other notable changes
- The minimum investment capital for preferentially taxed manufacturing projects is increased to VND 12,000 billion, with disbursement not exceeding five years, and the technology used must meet investment law requirements.
- Geographic-based tax incentives are no longer applicable to regular industrial parks.
- Additional non-deductible expenses include expenses that do not meet the conditions or content requirements under specialized laws, and interest expenses on business production loans from non-credit institutions exceeding the limits stipulated by the Civil Code.
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