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Vietnam
Legal and Tax Update
January and February 2013


Solutions to relieve difficulties for enterprises in
2013 (Resolution 02/NQ-CP)
Guidelines on 2012 Personal Income Tax
Finalization (Official Letter NO. 187/TCT-TCTN)
Business Registration amendments update
New guidelines on the business registration
(Circular 01/2013/TT-BKHDT)
Guidance on invoice correction (Official Letter No.
487/TCT-CS)
Interest rates on loans between related parties
(Official Letter No. 299/TCT-CS)
Providing guideline on invoicing of entrusted
export (Official Letter No. 450/TCT-CS)


I. SOLUTIONS TO RELIEVE DIFFICULTIES FOR
ENTERPRISES IN 2013 (RESOLUTION 02/NQ-CP)
On 07 January 2013, the Government issued
Resolution No. 02/NQ-CP on a number of solutions to
relieve difficulties for business production, market
support and handling bad debts. These solutions
focused on measures to help enterprises release
inventory, reduce cost, and effectively use and manage
credit funds. There are some notable incentives
including the delay of tax payments (Value Added Tax -
VAT and Corporate Income Tax - CIT) as follows:
Extending the tax payment period by six months
for CIT payable in the first quarter and by three
months in the second and third quarter of 2013 for
some small and medium sized enterprises
(employing less than 200 staff and having annual
turnover not exceeding 20 billion dong); intensive-
labour enterprises (employing more than 300 staff)
producing ; and enterprises operating in
construction, sale, lease and finance lease of
houses (only applicable to CIT payable on income
from housing business, regardless of business size
and number of employees).
Extending the tax payment period by six months
for VAT payable in January, February, and March
Welcome to our regular tax update. In this edition we look
at a whole range of issues where there have been new
developments. Its never quiet in the world of tax



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2013 for the above enterprises and enterprises
producing iron, steel, cement, bricks, and tiles. For
those in housing business and production of iron,
steel, cement, bricks, tiles, extension of VAT
payable is only applicable to revenue from housing
business and sales of iron, steel, cement, bricks,
tiles; if the revenue is not capable of being
separated, a pro-rata ratio shall be used).
Other incentives include reducing land rental, reducing
registration fees, refund of environment protection tax
paid from 01 January 2012 until 14 November 2012 of
nylon bags used for packaging.
In addition, the Resolution also mentioned a number of
incentive policies which will be proposed to the National
Assembly for approval:
CIT rate of 20% for Small and Medium sized
enterprises (employing less than 200 full time staff
and having annual turnover not exceeding 20
billion dong) and a CIT rate of 10% for income
from construction, sale, leasing, finance leasing of
social houses. This is effective from 01 July 2013
(six months earlier than the planned introduction of
the amended Law on CIT).
Reduction of 50% of output VAT from 01 July 2013
to 30 June 2014 for construction and trading of
social housing.
Reduction of 30% of output VAT from 01 July 2013
until the end of 30 June 2014 for construction,
sale, lease, finance lease of apartment with areas
less than 70m2 with a price under 15 million
dong/m2.
Reintroduction of tax incentives for business
expansion in encouraged businesses and/or
geographic areas as prescribed in the Law on CIT
from 01 July 2013. The period of tax exemption or
reduction applicable to the expanding investment
is now equal to that applicable to newly
established enterprises in the same business/area.
On 08 February 2013, the Ministry of Finance released
Circular 16/2013/TT-BTC in order to provide detailed
guidelines for the tax incentives under Resolution 02,
including the determination of eligible small and
medium sized enterprises, labour-intensive enterprises,
the extended deadline for tax payments, and qualifying
procedures for the incentives. Notably, it has been
made clear in the Circular that, for small and medium-
sized enterprises not doing business in finance and
banking sectors, the extension of CIT payments is still
applicable to other income from financial activities such
as bank interest and loan interest.
II. GUIDELINES ON 2012 PERSONAL INCOME
TAX FINALIZATION (OFFICIAL LETTER NO.
187/TCT-TCTN)
On 15 January 2013, the General Department of
Taxation issued Official Letter No. 187/TCT-TNCN
providing guidelines for 2012 Personal Income Tax
(PIT) finalization. The OL has clarified several issues
as follows:
For an expatriate who is a tax resident of Vietnam,
and has already finalized their tax upon exiting
Vietnam prior to 31 December, but then returned to
Vietnam and worked until the end of the year:
He/she will need to finalize the tax for the whole
year (taxable income from 1 January to 31
December) at the year-end.
To be eligible for dependant relief, taxpayers must
register dependants before or at the time of
finalization. Dependant relief is calculated from the
month of incurring the obligation for such
dependants. In cases where taxpayers register for
dependant relief late, then tax relief is temporarily
calculated from the month taxpayer registers for
the deduction.
For an individual who has average monthly
assessable income from salary, wages, and
income from business within level 1 of the
progressive tariff (i.e. less than or equal to 5 million
VND/month) shall be entitled to tax exemption for
the last 6 months of 2012.
Individuals who derive income from salary, or
wages under long-term labour contracts may
authorize the income-paying entity to finalize PIT
on their behalf, except in the case of:
o Individuals who obtained PIT withholding
vouchers (unless the income-paying entity
had re-collected and canceled the PIT
withholding voucher);
o Individuals without labour contracts;
o Individuals with labour contract of less than 3
months;
o Individuals who signed a service contract and
had tax withheld at the rate of 10% or 20%.
The income-paying entities/individuals need to
prepare Annex No. 27/MT-TNCN on tax exemption
(issued together with Circular 140/2012/TT-BTC)
and submit together with the PIT finalization
dossier.
With respect to income derived from capital
transfers, or securities transfer, the income-paying


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entities/individuals shall prepare Annex No. 25/MT-
TNCN (issued together with Circular 140/2012/TT-
BTC) and submit together with the PIT finalization
dossier.
The deadline for submitting 2012 PIT finalization is
01 April 2013.
III. BUSINESS REGISTRATION AMENDMENTS
UPDATE
On 09 January 2013, the Government issued Decree
No.05/2013/ND-CP to amend and supplement a
number of articles of Decree No. 43/2010/ND-CP dated
15 April 2010 on business registration.
Decree 05/2013/ND-CP has supplemented the
guidelines for cases of registered business lines which
are neither included in the Vietnamese system of
economic sectors nor stipulated in other legal
documents. The Decree also clarifies the application
dossier for the business registration process, including
the number of dossiers to be submitted and where the
enterprise should submit their business registration
dossiers.
In regard of the publication of business registration
content, the Decree has guidelines as follows:
In cases of newly established enterprises or a
change of registered business registration content,
the enterprise must, within 30 days, publish the
business registration content on the national
enterprise registration portal as prescribed by law
and the enterprise needs to pay a charge.
Where a joint-stock company issues additional
ordinary shares and offers for all ordinary
shareholders according to their shareholding ratio,
the company must send written notice on such
additional issuance of ordinary shares to the
permanent resident address of the shareholders
via a guaranteed courier. This notice must also be
published on the national enterprise registration
portal or on a newspaper for three consecutive
issues within 10 working days from the day of
notice.
In cases of enterprise dissolution, the enterprise
must send a copy of the dissolution decision to the
business registration authority, all creditors,
persons with relevant rights, obligations and
benefits, and employees. It must publish the
decision about the enterprise dissolution at its
head office and branches, and on the national
enterprise registration portal.
I When an enterprise or a business household
temporarily ceases its business operation, it shall send
a written notice to the business registration authority
and the tax authority at least 15 days before the
temporary cessation. Also within 05 working days after
receiving valid dossier, the business registration
authority shall issue a confirmation on the temporary
cessation of business operation of the
enterprise/business household.
This Decree is effective from 25 February 2013.
IV. NEW GUIDELINES ON THE BUSINESS
REGISTRATION (CIRCULAR 01/2013/TT-BKHDT)
Right after the issuance of Decree 05/2013/ND-CP
amending Decree 43/2010/ND-CP, the Ministry of
Planning and Investment issued Circular 01/2013/TT-
BKHDT which completely replaces Circular 14/2010/TT-
BKH and provides detailed guidance on dossiers, order,
procedures and a number of issues related to business
registration as stipulated in Decree 43/2010/ND-CP and
Decree 05/2013/ND-CP.
Enterprise code, branch code, representative office
code will also be the tax code of enterprise,
branch, and representative office. The Business
location code is a 5-digit code from 00001 to
99999 which is generated by the tax authority and
sent to the provincial business registration
authority to be recorded in the business
registration certificate or branch registration
certificate. This code is not the tax code of the
business location. For branches and
representative offices established prior to15 April
2013 (the effective date of this Circular), who have
not been granted a code, the enterprise shall
directly contact the tax office to obtain a 13-digit
tax code, then proceed to change the content of
the business registration certificate at the business
registration authority.
In the business registration application, the
enterprise must select economic sector(s) (detailed
to level 4) according to Vietnams economic
system to record its business lines. The enterprise
can also register the business lines in more detail
by stating the business at level 4, then narrowing
the intended business in the line below (this
business must be relevant with the stated level-4
sector and the enterprises operation must be
within this narrowed business only).
The Enterprise is responsible for amending the
registered content within 10 working days from the
date of the decision/resolution on the amended
contents, unless the law states otherwise.


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For business registration via the internet,
organizations or individuals can use digital
signatures or the business registration account. In
the latter case, the enterprise still has to file paper
dossiers to the registration authority within 30 days
from the date of receiving notice on issuance of
business registration certificate. Failure in doing so
shall result in the invalidity of the business
registration.
In addition, the Circular also allows the registration
of an enterprise through a backup process, in
which the dossier will not need to go through the
national enterprise registration information system
when the system crashes or is in upgrade.
This Circular shall take effect from 15 April 2013.
V. GUIDANCE ON INVOICE CORRECTION
(OFFICIAL LETTER NO. 487/TCT-CS)
On 05 February 2013, the General Department of
Taxation sent Official Letter No. 487/TCT-CS to Bac
Giang Department of Taxation which provides guidance
on the adjustment of invoices with incorrect tax codes.
Accordingly, in cases where a VAT invoice has been
issued an incorrect tax code of the buyer, but the goods
have already been delivered (or the service has already
been provided,) and buyer and seller have both
declared tax on this transaction, then the law requires
that the seller and buyer must prepare a minute or
written agreement indicating the wrong content and the
seller must issue a new invoice. For the case
addressed in OL 487, the buyer and seller only made a
minute on the wrong content of the invoice without
issuing a new correct invoice; however, taking into
account the facts that the buyer maintained all the valid
supporting documents for the transaction and the two
parties did detect and agree on the correction before
the tax authorities raised a query, the General
Department of Taxation agreed with the proposal of Bac
Giang Department of Taxation that the buyer could still
declare and credit the VAT input of the invoice and only
be charged an administrative penalty. However, we
would like to bring your attention to the requirements of
the issuance and use of invoices in accordance with the
provisions of the current regulations.




VI. INTEREST RATES ON LOANS BETWEEN
RELATED PARTIES (OFFICIAL LETTER NO.
299/TCT-CS)
Following two official letters from Hochiminh City
Department of Taxation (Official Letter No. 6528/CT-
TTHT dated 29 August 2012 and Official Letter No.
7023/CT-TTHT on 13 September 2012) on the
determination of deemed interest on interest-free loans
between two related companies, the General
Department of Taxation has issued Official Letter No.
229/TCT-CS on 22 January 2013 to reconfirm the
issue. In particular, according to OL 229, the loan
between related parties must be subject to the rules on
determination of market price in business transactions
between related parties, in which the GDT requires
businesses with interest-free loan to adjust the interest
of the loan to market value in accordance with Circular
No. 66/2010/TT-BTC. Where the tax authorities
determine that the interest rate of the loans is not at
arms length, the tax authorities have the right to adjust
the interest rate for tax purposes.
VII. PROVIDING GUIDELINE ON INVOICING OF
ENTRUSTED EXPORT (OFFICIAL LETTER NO.
450/TCT-CS)
On 01 February 2013, the General Department of
Taxation issued Official Letter No. 450/TCT-CS
providing guidelines on invoicing of entrustment
exports. According to this OL, in cases where the export
enterprise entrusts another enterprise (entrusted
enterprise) to do the exporting, the export enterprise
shall use a delivery note/internal transfer order when
transporting the goods to the entrusted enterprise.
When goods are actually exported, based on the
confirmation of customs authorities and other
documents verifying on the quantity and value of goods
exported, the export enterprise shall issue a VAT
invoice with tax rate of 0% to the entrusted enterprise.
The entrusted enterprise shall issue export invoice to
the foreign customer.


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This is a guide from Mazars Vietnam to update the latest developments in tax and investment environment in Vietnam.
The information and analysis or comments herein are of the generic nature and are quoted or interpreted from the
regulations. We recommend that the clients contact Mazars Vietnams advisors for further clarification and professional
advice for each particular circumstance.
Detailed information available on
www.mazars.vn