Doing Business in Vietnam
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www.pwc.com/vn
Doing Business
in Vietnam
A reference guide for
investors entering the
Vietnam market for the
first time or growing their
existing business
2014
PwC Vietnam | 1
Disclaimer
This Guide includes information
obtained or derived from a variety
Contents
of publicly available sources.
Doing 05
PwC has not sought to establish
the reliability of these sources or Foreword
verified such information.
06
The information contained in
Business
this document is of a general Executive Summary
nature only. It is not meant to
be comprehensive and does not
08
constitute financial, legal, tax
or other professional advice. An Overview
in
You should not act upon the
information contained in this
12
publication without obtaining
specific professional advice. Setting up a Business in Vietnam
Vietnam
Whilst every care has been taken
in preparing this document,
16
PwC makes no guarantee,
representation or warranty Taxation
(expressed or implied) as to its
2014
accuracy or completeness, and
32
under no circumstances will
PwC be liable for any loss caused Audit and Accountancy
by reliance on any opinion or
statement made in this document.
34
Except as specifically indicated,
the expressions or opinion are Human Resources and Employment Law
those of PwC only and are subject
to change without notice. This 3rd Edition, July 2014
document shall not be copied,
reproduced, transmitted or further
distributed by any recipient.
Trade 36
The materials contained in this
document were assembled in
July 2014 and were based on the
law enforceable and information
Banking & Foreign Exchange Controls 38
available at the time.
PwC Vietnam 40
Country Overview
43
Contacts 44
2 | Doing Business in Vietnam PwC Vietnam | 3
Foreword
This publication has been written for I hope that you find this publication
investors planning to enter or expand useful in your endeavours to establish a
their presence in Vietnam. profitable venture in Vietnam. Should you
have more specific questions, please
PwC has a 20 year history in Vietnam. do not hesitate to contact the professional
We established offices in Hanoi & Ho Chi advisors at our offices.
Minh City in 1994, offering a full range of
services including Assurance, Advisory,
Legal and Tax services. PwC Vietnam Dinh Thi Quynh Van
has long been advising companies General Director, PwC Vietnam
and individuals on how to establish
businesses in Vietnam. We have more
than 650 people with expert knowledge
and practical experience ready to advise
across all industries.
In recent times, Vietnam has faced its
fair share of challenges, not helped by
global and rapidly changing economic
conditions. However, Vietnam remains
a strong growth story. When other
markets were foundering during the
recent economic downturn, Vietnam
posted strong growth. I am confident
that Vietnam will continue to deliver
tremendous opportunities to investors.
This guide has been developed by our
industry professionals and specialists
shaped by their real on-the-ground
experience in Vietnam. It is meant to
provide some insights into the key aspects
of undertaking business and investing,
from the initial establishment of an entity,
implementation of appropriate legal and
tax structures to ongoing compliance
issues. It is a good starting point for
anyone looking to conduct business in
Vietnam.
4 | Doing Business in Vietnam PwC Vietnam | 5
Executive Summary
Welcome to our guide to doing business Regardless of the reasons for entry,
in Vietnam. In this publication, we hope identifying the right path in to the market
to provide you with an insight into the can be challenging. Success in other
key aspects of undertaking business and markets cannot necessarily be easily
investing in Vietnam and answer many replicated in Vietnam.
of the questions foreign businesses and
entrepreneurs have when making their The message for those entering the
first venture into the Vietnamese market. market or expanding their presence in
Vietnam is clear: make sure that you are
Starting from a low economic base in the fully prepared and committed before
early 1990s, Vietnam’s move to a more investing. The key to success is to have
market oriented economy from a centrally fully assessed your markets and risks and
planned one brought rapid growth which, ensure that you take time to invest in
like elsewhere, slowed during the global knowing your customers and partners,
financial crisis. your government touch points and
stakeholders.
Whilst Vietnam’s macro-economic
troubles took some shine off its appeal, This document contains references to
broad based growth, low wages and a some common issues that investors
strong economic outlook continue to should be aware of when operating in
make it an attractive place for investment Vietnam, but each case is different and
and a favourite solution to rising specific advice should always be sought.
manufacturing costs elsewhere.
Vietnam’s dynamic environment,
reflected in a young population, growing
wealth, changing consumer attitudes,
greater mobility and urbanisation – are
pushing the country through a period of
great change.
For many, the benefits of locating key
parts of the supply chain in Vietnam are
compelling but market forces such as a
rising middle class and the further
opening up the economy also bring access
to exciting new sectors and opportunities
outside of manufacturing.
6 | Doing Business in Vietnam PwC Vietnam | 7
This guide, Doing Business in Vietnam, As well as enjoying strong export Foreign Investment
provides a high level overview of the growth, which grew at more than
practical aspects of doing business in 15% year-on-year in 2013, Vietnam With improvements in the stability of
Vietnam, including the common types is becoming an increasingly large the exchange rate, reductions in the
of business entities used by foreign importer of capital goods necessary to level of inflation (which fell from a
investors to enter the Vietnam market, meet its large infrastructure needs, and year on year peak of 23% in 2011 to
and the taxation and regulatory consumer goods to satisfy its rapidly 6% in 2013), and an increase in foreign
environment. expanding consumer market. exchange reserves, the macroeconomic
environment has stabilised in recent
The guide also covers some practical Ranked as the 13th most populous years
issues faced by investors when entering country in the world, with a population
Vietnam. of over 90 million people with a median Vietnam received $11.5bn in foreign
age of 29, Vietnam represents a huge direct investment in 2013, a 10%
Whilst the guide does focus on pool of potential customers for many increase on the previous year. At an
corporate entities, an overview of the investors. average rate of 5.2%, foreign direct
taxation obligations of individuals and investment as a percentage of GDP is
its administration is also presented. Key Sectors and Trading amongst the highest in the region.
Partners
Geography Vietnam remains one of the most
Vietnam continues to diversify away attractive locations for foreign investors
Vietnam is located in the centre of from agriculture, which has shrunk to in South East Asia on account of its
Southeast Asia and is bordered by China about 22% of GDP. The industrial sector, low wages, favourable demographics,
to the north, Laos and Cambodia to the led by manufacturing, now accounts for location and political stability.
west. over 40% of GDP followed by services at
38%. Much of the foreign direct investment
The total area of Vietnam is over into Vietnam comes from Taiwan,
331,600 square kilometres and consists The growth in exports has been driven Japan, Singapore and Korea.
of mountains and tropical forests as well by the fast growing telecoms, plastics,
as more densely populated plains in clothing and apparel sectors with the With negotiations on the Trans Pacific
both the north and south of the country. US (17%), China (11%), Japan (11%), Partnership (‘TPP’) currently on-going,
EU (18%) and ASEAN (15%) the main it is widely considered that Vietnam has
Hanoi in the north is the capital of the export destinations. much to gain from this agreement, due
country and Ho Chi Minh City in the to its potential for a greater share of the
south is the largest commercial city. Da Whilst earnings from commodity global apparel and footwear market,
Nang, in central Vietnam, is the third exports have declined, manufacturing particularly in the US and Japan. The
largest city and an important seaport. exports of garments, footwear and other TPP would allow Vietnam to export
labour intensive industries achieved apparel to the US at a 0% tariff,
Economic Environment rapid growth in 2012 and 2013, as making Vietnam’s exports even more
did exports of hi-tech and high value competitive.
An Overview
Over the last 20 years, GDP growth products such as mobile phones,
has averaged over 7%. However the computers and other electronic In 2013, Vietnam exported almost
global recession hurt Vietnam’s export- products. $8.2bn worth of apparel to the US
oriented economy, with GDP in 2012 which accounted for 10% of US apparel
slowing to 5%; the slowest rate of In 2013 Vietnam’s basket of exports imports. It also exported over $2.9bn of
growth since 1999. GDP growth was included mobile phones and parts footwear.
5.4% in 2013 and is forecast to hit a (17%), garments (14%), crude oil (6%)
similar level in 2014. and rice (2%).
8 | Doing Business in Vietnam PwC Vietnam | 9
Legal and Regulatory average annual income per person was The Future
approximately $2,000.
Vietnam is in the process of The Socialist Republic of Vietnam is
transitioning to a full market economy. In comparison with other countries a single-party state. As the only party
in Asia, the cost of living in Vietnam in the political arena, the role and
Vietnam’s legal powers are centralised remains relatively low. influence of the Communist Party is
in one supreme body, and then unique.
delegated to lower bodies. The National Business Etiquette and Culture
Assembly is the only body with the As a member of the WTO, Vietnam must
power to amend the Constitution and Many Vietnamese are more comfortable continue to improve its business and
pass laws. using their native language rather investment environment and bolster its
than English. However many English legal system to meet WTO requirements.
The Vietnamese government has issued speakers can be found in Vietnam, Vietnam has made significant efforts
various policies to encourage enterprise especially in the larger cities. to ensure that foreign investors are
and foreign investment in recent years. not disadvantaged compared with
However, certain industries such as Presenting business cards is an their local counterparts, including an
financial services, telecommunication, important ritual in the Vietnamese overhaul of the legal framework
mining and utilities, continue to be business world. Cards are exchanged at governing investments and protection
subject to restrictions on foreign the beginning of a meeting using both of intellectual property. Furthermore,
ownership. hands. Translating written materials the government has taken measures to
into Vietnamese shows high regard for simplify administrative procedures in
Vietnam joined the World Trade Vietnamese colleagues. areas such as import and export,
Organisation (‘WTO’) in 2007. Under company establishment and making tax
its accession commitments, Vietnam Face to face business meetings are payments.
opened up various business sectors to important in Vietnam and an
foreign investment, in some cases under appropriate level of respect must be Despite these measures, there remain
a phased approach. These commitments shown according to rank and seniority. various regulatory issues and obstacles
are generally referred to when assessing that must be considered by foreign
whether foreign investment in a investors coming into Vietnam. In
particular sector will be allowed. a recent report by the World Bank,
Vietnam was ranked 99th in the world
There is a hierarchy of regulations for the ease of doing business.
in Vietnam, with laws being passed However, foreign investment in
by the National Assembly, and their Vietnam continues to grow, and the
implementing decrees and circulars Government shows its commitment to
issued by the government and its market-oriented reforms through its
ministries, respectively. A plethora of ongoing efforts to attract foreign direct
other legal instruments/ guidelines are investment.
also issued by various other authorities.
Workforce and Cost of Living
The number of people of working age
in employment in Vietnam totaled 53
million in 2013 with an unemployment
rate of 2.3%.
Wages and salaries in Vietnam
vary widely across occupations and
geographic locations. In 2013 the
10 | Doing Business in Vietnam PwC Vietnam | 11
Forms of Business and at least one domestic investor. 4. Branches
A foreign entity may establish its A limited-liability company may not This is not a common form of foreign
presence in Vietnam as a limited-liability issue securities to raise capital. direct investment and is only permitted
company with one or more members, in a few sectors. Branches of foreign
a joint-stock company, a partnership, a 2. Joint-stock Company companies in Vietnam are different from
branch, a business cooperation contract representative offices in that a branch
or a representative office. A joint-stock company is a limited is permitted to conduct commercial
liability legal entity established by its activities in Vietnam.
Foreign investors may also buy an founding shareholders based on their
interest in an existing domestic subscription for shares in the company. 5. Representative Offices
enterprise, subject in some cases to
ownership limitations which vary Under Vietnamese law, this is the only Foreign companies with business
depending on the relevant industry type of company that can issue shares. relations or investment projects
sector. The charter capital of a joint-stock in Vietnam may apply to open
company is divided into shares and each representative offices in Vietnam.
The choice of investment vehicle will founding shareholder holds a number
depend on factors such as the number of of shares that corresponds to the A representative office is not an
investors, industry, size of the project amount of capital the shareholder has independent legal entity and may not
and whether there is any intention to list contributed to the company. conduct direct commercial or revenue-
the entity. generating activities (i.e., the execution
A joint-stock company is required to of contracts, receipt of funds, sale or
1. Limited-liability Company have at least three shareholders. There purchase of goods, or provision of
is no limit on the maximum number of services).
A limited-liability company is a legal shareholders in such companies.
entity established by its members However, a representative office is
through capital contributions to the The management of a joint-stock permitted to:
company. The capital contribution company comprises the general
of each member is treated as equity meeting of shareholders, the board of • Act as a liaison office to observe the
(charter capital). The members of a management, the chairman of the board business environment;
limited-liability company are liable for of management, the general director
the financial obligations of the and a board of supervisors (where the • Search for trade and/or investment
limited-liability company to the extent joint stock company has more than opportunities and partners;
of their capital contributions. 10 individual shareholders, or if a
corporate shareholder holds more than • Supervise and assist the
The management structure of a limited- 50% of the shares of the joint-stock implementation of contracts entered
liability company consists of the company). into by its head office with Vietnamese
members’ council, the chairman of the partners;
members’ council, the general director A joint-stock company may either be
and a controller (or board of supervisors 100% foreign-owned or may take the • Act on behalf of its head office to
where the limited-liability company has form of a joint venture between both supervise and direct the implementation
Setting up a Business more than 10 members). foreign and domestic investors. of projects in Vietnam.
A limited-liability company established 3. Partnership Thus representative offices can provide
in Vietnam
by foreign investors may take the form a wide range of ancillary support to
of either: A partnership may be established their head offices overseas. This is a very
between an individual or a legal entity common form of presence in Vietnam
• a 100% foreign-owned enterprise and the general partner, who must be for foreign companies, particularly at
(where all members are foreign an individual. The general partner has the first initial stages.
investors); or unlimited liability for the operations of
• a foreign-invested joint-venture the partnership.
enterprise between foreign investors
12 | Doing Business in Vietnam PwC Vietnam | 13
6. Business Cooperation projects in Vietnam. Typically, the landings; investment certificate from the licensing activities is subject to the more Liquidation and Bankruptcy
Contract (‘BCC’) contracts are for projects in the fields of • railway bridges and railway tunnels; authorities, which may be either (i) cumbersome appraisal (as opposed to
transportation, electricity production, • airports, seaports and river ports; the provincial people’s committee (for registration) procedures. These require, A company can only be liquidated if
A BCC is a cooperation agreement water supply, drainage and waste • clean water supply systems; sewage projects located outside of industrial inter alia, the licence application to be it is solvent and all creditors can be
between foreign investors and at least treatment. systems; zones, export processing zones, high- reviewed also at central government paid. The process generally takes 6 - 12
one Vietnamese partner in order to • wastewater, waste collection and tech zones and economic zones), or ministry level in Hanoi. months and requires a final tax audit.
carry out specific business activities. The rights and obligations of the handling systems; (ii) the provincial industrial zone
foreign investor will be regulated by the • power plants and power transmission management authority or economic Approval for the establishment of For insolvent companies, a new
This form of investment does not signed BOT/ BT/BTO contract and the lines; zone management authority (for a representative office of a foreign Bankruptcy Law comes into effect 1
constitute the creation of a new legal applicable regulations governing such • infrastructure for health service, projects located in industrial zones, company is granted in the form of a January 2015. The new law sets out,
entity. The investors in a BCC generally contracts. education, training, career training, export processing zones, high-tech licence issued by the provincial people’s inter alia, which parties can instigate
share the revenues and/or products culture, sport and offices of State zones and economic zones). Under committee. Procedures for setting bankruptcy proceeding, appointment
arising from a BCC and have unlimited Both public- and private-sector investors agencies; and the regulations, the licensing process up a representative office are quite of a liquidator, organisation of creditors
liability for the debts of the BCC. are encouraged to participate in BOT, • other projects as may be determined should take from 15 working days (for simple in comparison with those for a meetings, and priority of payment of
BTO and BT in the following sectors: by the Prime Minister. the investment certificate registration company and it normally takes 2 - 4 creditors.
procedure) to 45 working days (for weeks to obtain a representative office
7. Build-Operate-Transfer (i) construction, operation and the investment certificate appraisal licence from the date of submission of a
Setting up a Business
(‘BOT’), Build-Transfer (‘BT’) management of brand-new procedure). However in practice it complete application dossier.
and Build-Transfer-Operate infrastructure facilities; and In order to set up a limited liability usually takes longer.
(‘BTO’) Contracts company, a joint stock company, a For BOT/BTO/BT projects, foreign
(ii) renovation, expansion, partnership or enter into a business The procedures for obtaining a investors must sign BOT, BT and BTO
Foreign investors may sign BOT, BT modernisation, operation and cooperation contract with one or branch licence depend on the scope of contracts with an authorised State body,
and BTO contracts with a State body to management of existing infrastructure more Vietnamese partners, the foreign operations of the branch. and then establish a project company in
implement infrastructure construction facilities such as: investors must obtain an the form of a limited liability company
• roads, bridges, tunnels, and ferry Investment in “conditional” sector or a joint stock company.
14 | Doing Business in Vietnam PwC Vietnam | 15
General Overview project conditions. Companies engaging ii. headcount of more than 3,000 for
in prospecting, exploration and at least 3 years after the first year of
Most business activities and investments exploitation of mineral resources (e.g. operations.
in Vietnam will be affected by the silver, gold, gemstones) are subject to
following taxes: CIT rates of 40% or 50%, depending on The two preferential rates of 10% and
the project’s location. 20% are available for 15 years and 10
• Corporate income tax; years respectively, starting from the
• Various withholding taxes; Tax Incentives commencement of operating activities.
• Capital assignment profits tax; From 1 January 2016, enterprises
• Value added tax; Tax incentives are granted to new entitled to the preferential CIT rate of
• Import duties; investment projects based on regulated 20% will enjoy the rate of 17% instead.
• Personal income tax of Vietnamese encouraged sectors, encouraged When the preferential rate expires,
and expatriate employees; locations and the size of the project. the CIT rate reverts to the standard
• Social insurance, unemployment From 1 January 2014, business rate. Certain socialised sectors (e.g.
insurance and health insurance expansion projects which meet certain education, health) enjoy the 10% rate
contributions. conditions are also entitled to CIT for the life of the project.
incentives. New investment projects
There are various other taxes that and business expansion projects do Taxpayers may be eligible for tax
may affect certain specific activities, not include projects established as holidays and reductions. The holidays
including: a result of certain acquisitions or take the form of a complete exemption
reorganisations. from CIT for a certain period beginning
• Special sales tax; immediately after the enterprise first
• Natural resources tax; • The sectors which are encouraged by makes profits, followed by a period
• Property taxes; the Vietnamese Government include where tax is charged at 50% of the
• Export duties; education, health care, sport/culture, applicable rate. However, where the
• Environment protection tax. high technology, environmental enterprise has not derived profits
protection, scientific research, within 3 years of the commencement
All these taxes are imposed at the infrastructural development, software of operations, the tax holiday/tax
national level. There are no local, state production and renewable energy. reduction will start from the fourth year
or provincial taxes. of operation. Criteria for eligibility for
• Locations which are encouraged these holidays and reductions are set
include qualifying economic and high- out in the CIT regulations.
Corporate Income Tax (‘CIT’)
tech zones, certain industrial zones and
difficult socio-economic areas. Additional tax reductions may be
Tax Rates available for companies engaging
• Large manufacturing projects with in manufacturing, construction and
Enterprises (generally companies) are investment capital VND6,000 billion transportation activities which employ
subject to the tax rates imposed under or more, spent within 3 years of being many female staff or employ ethnic
the CIT Law. The standard CIT rate was licensed (excluding those related to minorities.
reduced from 25% to 22% from 2014
Taxation
the manufacture of products subject
and will be further reduced to 20% to special sales tax or those exploiting Tax incentives which are available for
from 2016. A 20% rate applies from 1 mineral resources) can also qualify for investment encouraged sectors do not
July 2013 for enterprises with revenue CIT incentives if the projects meet either apply to other income, which is broadly
of no more than VND20 billion in the of the following criteria: defined.
preceding year. Companies operating
in the oil and gas industry are subject i. minimum revenue of VND10,000
to CIT rates ranging from 32% to 50% billion/annum for at least 3 years after
depending on the location and specific the first year of operations; or
16 | Doing Business in Vietnam PwC Vietnam | 17
Calculation of Taxable Profits the portion of charter capital not yet Losses The standard tax year is the calendar
contributed; year. Companies are required to notify
Taxable profit is the difference between • Interest on loans from non-economic Taxpayers may carry forward tax losses the tax authorities in cases where they
total revenue, whether domestic and non-credit organisations exceeding fully and consecutively for a maximum use a tax year (i.e. fiscal year) other
or foreign sourced, and deductible 1.5 times the interest rate set by the of five years. than the calendar year.
expenses, plus other assessable income. State Bank of Vietnam;
• Provisions for stock devaluation, Losses arising from incentivised Profit Remittance
Taxpayers are required to prepare an bad debts, financial investment losses, activities can be offset against profits
annual CIT return which includes a product warranties or construction work from non-incentivised activities, and Foreign investors are permitted to remit
section for making adjustments to which are not in accordance with the vice versa. From 2014, losses from the their profits annually at the end of the
accounting profit to arrive at taxable prevailing regulations; transfer of real estate and the transfer of financial year or upon termination of
profit. • Advertising and promotion (A&P) investment projects can be offset against the investment in Vietnam. Foreign
expenses (excluding certain items such profits from other business activities. investors are not permitted to remit
Non-deductible Expenses as payment discounts, market research, profits if the investee company has
trade fairs, commissions for insurance Carry-back of losses is not permitted. accumulated losses.
Expenses are tax deductible if they and multi-level marketing) exceeding There is no provision for any form of
relate to the generation of revenue, 15% of total other deductible expenses; consolidated filing or group loss relief. The foreign investor or the investee
are properly supported by suitable • Unrealised foreign exchange losses company are required to notify the tax
documentation including bank transfer due to the year-end revaluation of Administration authorities of the plan to remit profits
vouchers where the invoice value is foreign currency items other than at least 7 working days prior to the
VND20 million or above and are not account payables; Provisional quarterly CIT returns must scheduled remittance.
specifically identified as being non- • Donations except certain donations be filed and taxes must be paid by
deductible. Examples of non-deductible for education, health care, natural the 30th day of the first month of the
expenses include: disaster or building charitable homes for subsequent quarter.
the poor;
• Depreciation of fixed assets which is • Administrative penalties, fines, late Final CIT returns are filed annually. The
not in accordance with the prevailing payment interest; annual CIT return must be filed and
regulations; • Contributions to voluntary pension submitted not later than 90 days from
• Employee remuneration expenses funds and the purchase of voluntary the fiscal year end. The outstanding tax
which are not actually paid, or are not pension and life insurance for employees payable must be paid at the same time.
stated in a labour contract or collective exceeding VND 1 million per month per
labour agreement; person; Where a taxpayer has a dependent
• Reserves for research and • Certain expenses directly related to accounting unit (e.g. branch) in a
development not in accordance with the the issuance, purchase or sale of shares; different province, a single CIT return
prevailing regulations; • Creditable input value added tax, is required. However, manufacturing
• Provisions for severance allowance corporate income tax and personal companies are required to allocate tax
(except for companies not subject to income tax. payments to the various provincial
mandatory unemployment insurance tax authorities in the locations where
contributions) and payments of For certain businesses such as insurance they have dependent manufacturing
severance allowance in excess of the companies, securities trading and establishments. The basis for allocation
prescribed amount per the Labour Code; lotteries the Ministry of Finance is the proportion of expenditure
• Overhead expenses allocated to a provides specific guidance on deductible incurred by each manufacturing
permanent establishment (“PE”) in expenses for CIT purposes. establishment over the total expenditure
Vietnam by the foreign company’s head of the company.
office exceeding the amount under a Business entities in Vietnam are allowed
prescribed revenue-based allocation to set up a tax deductible Research and
formula; Development fund to which they can
• Interest on loans corresponding to appropriate up to 10% of annual profits
before tax. Various conditions apply.
18 | Doing Business in Vietnam PwC Vietnam | 19Transfer Pricing Foreign Contractor Payments to Foreign contractor will pay tax under the
Withholding Tax (‘FCT’) Contractors deduction method within 20 working
Vietnam’s transfer pricing regulations days from the date of signing the
outline various situations where FCT applies to certain payments to contract.
A withholding tax on payments to
transactions will be considered as foreign parties including interest, foreign contractors applies where a
being between related parties and the royalties, service fees, leases, insurance, If the foreign contractor carries out
Vietnamese party (including foreign
mechanisms for determining the market transportation, transfers of securities many projects in Vietnam and qualifies
owned companies) contracts with a
“arm’s length” transaction value. and goods supplied within Vietnam for application of the deduction method
foreign entity that does not have a
or associated with services rendered for one project, the contractor is
licensed presence in Vietnam.
Under the wide ranging definition of in Vietnam. It normally comprises a required to apply the deduction method
related parties, the control threshold combination of CIT and VAT at varying for its other projects as well.
This FCT generally applies to payments
is lower than in many other countries rates but can also include PIT for derived from Vietnam, except for the
(20%) and the definition also extends payments to foreign individuals. The foreign contractor will pay CIT at
pure supply of goods (i.e. where title
to certain significant supplier, customer 22% on its net profits.
passes at or before the border gate of
and funding relationships between Dividends Vietnam and there are no associated
otherwise unrelated parties. Vietnam’s services performed in Vietnam), Method Two – Direct Method
transfer pricing rules also extend to No withholding or remittance tax is services performed and consumed
domestic related party transactions. imposed on profits paid to foreign outside Vietnam and various other Foreign contractors adopting the direct
corporate shareholders. services performed wholly outside (or withholding) method do not register
The acceptable methodologies for Vietnam (e.g. certain repairs, training, for VAT purposes nor file CIT or VAT
determining arm’s length pricing are advertising, promotion, etc.) returns. Instead CIT and VAT will be
analogous to the principles espoused Interest withheld by the Vietnamese customer
by the Organisation for Economic Foreign contractors can choose between at prescribed rates from the payments
Cooperation and Development (OECD), Withholding tax of 5% applies to
three methods for tax payment - the made to the foreign contractor. Various
i.e. comparable uncontrolled price, interest paid on loans from foreign
deduction method, the direct method rates are specified according to the
resale price, cost plus, profit split and entities. Offshore loans provided
and the hybrid method. nature of the activities performed.
comparable profits methods. by certain Government or semi-
The VAT withheld by the Vietnamese
government institutions may obtain an
customer is generally an allowable input
Compliance requirements include an exemption from interest withholding Method One – Deduction Method credit in its VAT return.
annual declaration of related party tax where a relevant double taxation
transactions and transfer pricing agreement or inter-governmental This entails the foreign contractor
Separate requirements for FCT
methodologies used, which is required agreement applies. registering for VAT purposes and filing
declarations under this method are
to be filed together with the annual CIT CIT and VAT returns in the same way as
provided for foreign contractors
return. Interest paid on bonds (except for a local entity. Foreign contractors can
providing goods and services for
tax exempt bonds) and certificates of apply the deduction method if they meet
exploration, development and
Companies which have related party deposit issued to foreign entities are all of the requirements below:
production of oil and gas.
transactions must also prepare and subject to 5% withholding tax. Sales of
maintain contemporaneous transfer bonds and certificates of deposits are • They have a PE or are tax resident in
pricing documentation, which is subject to deemed tax of 0.1% of the Vietnam;
required to be submitted to the tax gross sales proceeds. • The duration of the project in Vietnam
authorities within 30 working days of a is more than 182 days; and
request, in Vietnamese. Royalties and Licence Fees • They adopt the full Vietnam
Accounting System (“VAS”), complete
An advance pricing agreement FCT at 10% applies to payments to a a tax registration and are granted a tax
mechanism has recently been foreign entity for the right to use or code.
introduced which will allow taxpayers transfer intellectual property or for
and the tax authorities to agree in transfers of technology. The Vietnamese customer is required
advance the pricing method. to notify the tax office that the foreign
20 | Doing Business in Vietnam PwC Vietnam | 21Method Three – Hybrid Method most notable and interesting changes a Vietnamese purchaser is required to
relate to beneficial ownership and withhold the tax due from the payment
The hybrid method allows foreign general anti-avoidance provisions. DTA to the vendor and account for this to the
entitlements will be denied where the tax authorities. Where the purchaser Table 1: FCT Rates, including VAT and CIT Rates
contractors to register for VAT and
accordingly pay VAT based on the main purpose of the arrangements is is also a foreign entity, the Vietnamese
deduction method (i.e. output VAT less to obtain beneficial treatment under enterprise in which the interest is Industry Deemed VAT Deemed CIT
input VAT), but with CIT being paid the terms of the DTA (treaty shopping) transferred is responsible for the CAPT Rate (%) Rate (%)
under the direct method rates on gross or where the recipient of the income is administration. The return and payment
not the beneficial owner. The guidance is required within 10 days from the date Supply of goods in Vietnam or associated with services
turnover.
rendered in Vietnam (including in-country import-export 1 (*) 1
dictates that a substance over form of official approval of the sale. and imports under DDP, DAT or DAP delivery terms)
Foreign contractors wishing to adopt the analysis is required for the beneficial
ownership and outlines the factors to be Transfers of securities (bonds, shares Services 5 5
hybrid method must:
considered: of public joint stock companies, etc.) Services together with supply of machinery and equipment
3 2
• Have a PE in Vietnam or be tax by a foreign entity are subject to CIT (**)
resident in Vietnam; • Where the recipient is obligated to on a deemed basis at 0.1% of the total
Restaurant, hotel and casino management services 5 10
• Operate in Vietnam under a contract distribute more than 50% of the income disposal proceeds. Gains derived by a
with a term of more than 182 days; and to an entity in a third country within 12 resident entity or gains on the transfer Construction, installation without supply of materials or
5 2
months; of shares by a non-resident entity machinery, equipment
• Maintain accounting records in
accordance with the accounting • Where the recipient has little or no (which are not treated as securities) are Construction, installation with supply of materials or machi-
3 2
regulations and guidance of the Ministry substantive business activities; taxed at 22%. nery, equipment
of Finance. • Where the recipient has little or no Leasing of machinery and equipment 5 5
control over or risk in relation to the
The FCT rates including VAT and CIT income received; Leasing of aircraft, vessels (including components) Exempt 2
rates are summarised in Table 1 (page • Back to back arrangements; Transportation (***) 3*** 2
23). • Where the recipient is resident in a
country with a low tax rate; Interest Exempt 5
Double Tax Agreements • The recipient is an intermediary or Royalties Exempt 10
agent.
(‘DTAs’) Insurance
Exempt/5
5
****
The CIT withholding taxes may be Capital Assignment Profits Tax Re-insurance, commission for re-insurance Exempt 0.1
affected by a relevant DTA. For example, (‘CAPT’)
Transfer of securities Exempt 0.1
the 5% CIT withholding on services
supplied by a foreign contractor may Gains derived by an entity on transfers Financial derivatives Exempt 2
be eliminated under a DTA if the of interests (as opposed to shares) in a
Manufacturing, other business activities 3 2
foreign contractor does not have a PE in Vietnam limited liability company or
Vietnam. other enterprises are subject to 22% * VAT will not be payable where goods are exempt from VAT or where import VAT is paid
CIT. This is generally referred to as ** Where the contract does not separate the value of goods and services
Vietnam has signed up to more than 65 capital assignment profits tax (CAPT) *** International transportation is subject to 0% VAT
DTAs and there are a number of others although it is not a separate tax as such. **** Certain types of insurance are exempt from VAT (see ‘Exempt Goods and Services’ in VAT section).
at various stages of negotiation. Notably The taxable gain is determined as the
absent is a DTA with the United States of excess of the sale proceeds less cost (or
America. the initial value of contributed charter
capital for the first transfer) less transfer
Additional guidance has been expenses.
introduced on the application of DTAs
and became effective in 2014. The Where the vendor is a foreign entity,
22 | Doing Business in Vietnam PwC Vietnam | 23Value Added Tax (‘VAT’) including repairs to means of transport, • Imported or leased drilling rigs, Tax Rates Various supporting documents are The output VAT to be charged is
machinery or equipment, advertising, aeroplanes and ships of a type which required in order to apply 0% VAT to calculated by multiplying the taxable
Scope of Application marketing, promotion of investment and cannot be produced in Vietnam; There are three VAT rates as follows: exported goods and services (except for price (net of tax) by the applicable VAT
trade to overseas; brokerage activities • Transfer of land use rights (subject to international transportation services): rate. With respect to imported goods,
VAT applies to goods and services for the sale of goods and services limitations); 0%: This rate applies to exported e.g. contracts, evidence of non-cash VAT is calculated on the import dutiable
used for production, trading and overseas, training, certain international • Financial derivatives and credit goods/services including goods/services payment and customs declarations (for price plus import duty plus special sales
consumption in Vietnam (including telecommunication services; services (including credit card issuance, sold to overseas/non-tariff areas and exported goods). tax (if applicable) plus environment
goods and services purchased from non- • Sales of assets by non-business finance leasing and factoring); sale consumed outside Vietnam/in the protection tax (if applicable). For goods
residents). A domestic business must organisations or individuals who are not of VAT able mortgaged assets and non-tariff areas, goods processed for There are a number of services specified sold on an instalment basis (except for
charge VAT on the value of goods or registered for VAT; provision of credit information. export or in-country export (subject in the VAT regulations which do not real estate), VAT is calculated on the
services supplied. • Transfer of investment projects; • Various securities activities including to conditions), goods sold to duty qualify for 0% VAT, in particular total price without interest, rather than
• Sale of agricultural products that have fund management; free shops, certain exported services, advertising, hotel services, training, the instalments actually received.
In addition, VAT applies on the duty not been processed into other products • Capital assignment; construction and installation carried entertainment, tourism provided in
paid value of imported goods. The or which have just been through • Foreign currency trading; out for export processing enterprises, Vietnam to foreign customers; and • Input VAT
importer must pay VAT to customs preliminary processing; • Debt factoring; aviation, marine and international various services provided to non-tariff
authorities at the same time they pay • Capital contributions in kind; • Certain insurance services (including transportation services. areas (including leasing of houses, For domestic purchases, input VAT is
import duties. For imported services, • Certain asset transfers between a life insurance, health insurance, transport services for employees to based on VAT invoices. For imports,
VAT is levied via the FCT mechanism. parent company and its subsidiaries or agricultural insurance and reinsurance); 5%: This rate applies generally to and from their work place, certain as there is no VAT invoice, input VAT
between subsidiaries of the same parent • Medical services; areas of the economy concerned catering services and services in relation credits are based on the customs
VAT payable is calculated as the output company; • Teaching and training; with the provision of essential goods to trading or distribution of goods in declaration. VAT invoices can be
VAT charged to customers less the input • Collections of compensation/ • Printing and publishing of and services. These include: clean Vietnam). declared and claimed any time before
VAT suffered on purchases of goods and indemnities by insurance companies newspapers, magazines and certain water; fertiliser production; teaching the company receives notice of a tax
services. For input VAT to be creditable, from third parties; types of books; aids; books; unprocessed foodstuffs; VAT Calculation Methods audit by the tax authorities. Input
the taxpayer must obtain a proper VAT • Collections on behalf of other parties • Passenger transport by public buses; medicine and medical equipment; VAT credits on payments of VND20
invoice from the supplier. For VAT paid which are not involved in the provision • Transfer of technology, software husbandry feed; various agricultural There are two VAT calculation methods, million or more can only be claimed
on imports the supporting document of goods/services (e.g. if company and software services except exported products and services; technical/ the tax deduction method and the direct where evidence of non-cash payment
is the tax payment voucher and for A purchases goods/services from software which is entitled to 0% rate; scientific services; rubber latex; sugar calculation method. is available. Input VAT withheld from
VAT collected via the FCT mechanism, company B, but pays to company C • Gold imported in pieces which have and its by-products; certain cultural, payments to overseas suppliers (i.e.
the supporting document is the FCT and subsequently company C pays to not been processed into jewellery; artistic, sport services/products and Method One - Deduction Method under the foreign contractor tax system)
declaration form. company B, then the payment from • Exported unprocessed mineral social housing. can also be claimed where the taxpayer
company C to company B is not subject products such as crude oil, rock, sand, This method applies to business makes VATable supplies.
to VAT); rare soil, rare stones, etc.; 10%: This “standard” rate applies to
Goods or Services not Subject • Commissions earned by (i) agents • Imports of machinery, equipment and
establishments maintaining full books
If a business sells exempt goods or
activities not specified as not-subject to of accounts, invoices and documents
to VAT selling services, including postal, materials which cannot be produced VAT, exempt or subject to 0% or 5%. services it cannot recover any input VAT
in accordance with the relevant
telecommunications, lottery, airlines/ in Vietnam for direct use in science regulations, including: paid on its purchases. This contrasts
For these supplies, no output VAT has bus/ship/train tickets, at prices research and technology development When a supply cannot be readily with supplies entitled to 0% VAT or not
to be charged but input VAT paid on determined by principals; and (ii) activities; classified based on the tax tariff, VAT subject to VAT, where the input VAT
related purchases may be credited. - Business establishments with annual
agents for international transportation, • Equipment, machinery, spare parts, must be calculated based on the highest revenue subject to VAT of VND1 billion can be recovered. Where a business
These supplies include: airlines and shipping services entitled to specialised means of transport and rate applicable for the particular range generates both VATable and VAT exempt
or more;
0% VAT; and (iii) insurance agents; necessary materials which cannot be of goods which the business supplies. - Certain cases voluntarily registering sales, it can only claim an input VAT
• Compensation, bonuses and subsidies, • Commissions from the sale of exempt produced in Vietnam for prospecting, credit for the portion of inputs used in
except those provided in exchange for for VAT declaration under the deduction
goods/services. exploration and development of oil and Exported Goods and Services method. the VATable activity.
marketing/promotional services; gas fields;
• Transfers of emission rights and other • Goods imported in the following
Exempt Goods and Services Services rendered and goods sold to • Determination of VAT payable
financial revenues; cases: international non-refundable aid,
• Certain services rendered by a foreign foreign companies, including companies
There are stipulated categories of VAT including from Official Development in non-tariff areas, are subject to 0% VAT payable = Output VAT – Input VAT
organisation which does not have Aid, foreign donations to government
exemption, including inter alia: VAT if they are consumed outside
a PE in Vietnam where the services bodies and to individuals (subject to
are rendered outside of Vietnam, Vietnam or in non-tariff areas. • Calculation of output VAT
• Certain agricultural products; limitations).
24 | Doing Business in Vietnam PwC Vietnam | 25Table 2: SST Rates Natural Resources Tax
Method Two - Direct Method business are liable to VAT based on their authorities. Natural resources tax is payable by
normal sales price, with an input tax Products / Services Tax Rate (%)
industries exploiting Vietnam’s natural
This method applies to: credit available where these are used in Special Sales Tax (‘SST’) resources such as petroleum, minerals,
the making of VATable supplies. Cigar/Cigarettes 65
forest products, seafood and natural
- Business establishments with annual SST is a form of excise tax that applies Spirit/Wine 25 - 50 water.
revenue subject to VAT of less than Administration to the production or import of certain
Beer 50
VND1 billion; goods and the provision of certain The tax rates vary depending on the
- Individuals and business households; All organisations and individuals services. Automobiles having less than 24 seats 10 - 60 natural resource being exploited and
- Business establishments which do not producing or trading VATable goods Motorcycles of cylinder capacity above 125cm3 20 are applied to the production output
maintain proper books of account and and services in Vietnam must register Taxable Price at a specified taxable value per unit.
foreign organisations or individuals for VAT. In certain cases, branches of an Airplanes 30 Various methods are available for the
carrying out business activities in forms enterprise must register separately and There are various anti-avoidance rules Boats 30 calculation of the taxable value of the
not regulated in the Law on Investment; declare VAT on their own activities. which specify minimum prices for resources, including cases where the
- Business establishments engaging Petrol 10
SST purposes. For example where a commercial value of the resources
in trading in gold, silver and precious Taxpayers must file VAT returns manufacturer produces goods subject Air-conditioner (not more than 90,000 BTU) 10 cannot be determined.
stones. monthly, by the 20th day of the to SST and sells such goods through Playing cards 40
subsequent month. an agent, the minimum price for Petroleum, natural gas and coal gas are
• Determination of VAT payable calculation of SST is 90% of the average Votive papers 70 taxed at progressive tax rates depending
Refunds selling price of the agent. Discotheques 40 on the daily average production output.
VAT payable = value added of goods or
services sold x VAT rate Where the taxpayer’s input VAT for a Massage, karaoke 30
Property Taxes
Tax Credits
period exceeds its output VAT, it will Casinos, jackpot games 30
Where there is a negative value added have to carry the excess forward for a The rental of land use rights by foreign
Taxpayers producing SST liable Entertainment with betting 30
from the trading in gold, silver or period of twelve months. It can then investors (if not contributed as capital)
goods from SST liable raw materials
precious stones in a period, it can be claim a refund from the tax authorities. Golf 20 is in effect a form of property tax. It is
are entitled to claim a credit for the
offset against any positive value added In certain cases (e.g. exporters where usually known as land rental and the
SST amount paid on raw materials Lotteries 15
of those activities in the same period. excess input VAT credits exceed range of rates is wide depending upon
imported or purchased from domestic
Any remaining negative balance can be VND300 million), a refund may be the location, infrastructure and the
manufacturers.
carried forward to a subsequent period granted on a monthly/ quarterly basis. industrial sector in which the business is
in the same calendar year but cannot be Newly established entities in the pre- operating.
carried over to the next year. Tax Rates Table 3: Environment Protection Tax Rates
operation investment phase may claim
VAT refunds on a yearly basis or where The Law on SST classifies objects subject In addition, owners of houses and
Once selected, the VAT declaration the accumulated VAT credits exceed No. Goods Unit Tax Rate (VND) apartments have to pay land tax under
method must be maintained for 2 to SST into two groups:
VND300 million. the law on non-agricultural land use
consecutive years. 1 Petrol, diesel, grease, etc. litre/kg 300-1,000 tax. The tax is charged on the specific
1. Commodities - cigarettes, liquor, beer,
Newly established entities and certain automobiles having less than 24 seats, land area used based on the prescribed
2 Coal ton 10,000-20,000
Discounts and Promotions investment projects which are in the motorcycles, airplanes, boats, petrol, air- price per square meter and progressive
pre-operation stage may be entitled to conditioners up to 90,000 BTU, playing
3 HCFCs kg 4,000 tax rates ranging from 0.03% to 0.15%.
Price discounts generally reduce the refunds for VAT paid on imported fixed cards, votive papers; and 4 Plastic bags (*) kg 40,000
value on which VAT applies. However, assets based on shorter timelines than Environment Protection Tax
certain types of discounts may not be normal, subject to certain conditions. 5 Restricted use chemicals kg 500-1,000
2. Service activities - discotheques,
permitted as a reduction before the Environment protection tax is an
massage, karaoke, casinos, gambling,
calculation of VAT and various rules and Tax Invoices * Excludes plastic bags used for packaging or which are ‘environmentally friendly’ indirect tax which is applicable to the
lotteries, golf clubs and entertainment
conditions apply. production and importation of certain
with betting.
Entities in Vietnam can use pre-printed goods deemed detrimental to the
Goods and Services for Internal invoices, self-printed invoices or See Table 2 for the SST rates (page 27) environment, the most significant of
Consumption electronic invoices. The tax invoice which are petroleum and coal. The tax
template must contain stipulated items rates are listed in Table 3.
Goods and services used internally by a and be registered with the local tax
26 | Doing Business in Vietnam PwC Vietnam | 27Import and Export Duties Where the transaction value is not health and office equipment imported • Having a permanent residence • Payments for telephone charges Non Taxable Income
applied, alternative methodologies for for use in oil and gas activities. in Vietnam (including a registered (subject to a cap);
Rates the calculation of the customs value will residence which is recorded on the • Payments for uniform/stationery costs Non taxable income includes:
be used. Refunds permanent/temporary residence card in (subject to a cap); • Interest earned on deposits with credit
Import and export duty rates are subject case of foreigners); • Overtime premium (i.e. the additional institutions/banks and on life insurance
to frequent changes and it is always SST applies to some products in There are various cases where a refund • Having a leased house in Vietnam payment above the normal wage, policies;
prudent to check the latest position. addition to import duties. VAT will also of import duties is possible, including with a term of 183 days or more in a tax not the full amount of the overtime/ • Compensation paid under life/non-life
be applied on all imported goods and for: year and unable to prove tax residence nightshift payment); insurance policies;
Import duty rates are classified into 3 services (unless exempt under the VAT in another country. • One-off allowance for relocation • Retirement pensions paid under the
categories: ordinary rates, preferential regulations). • Goods for which import duties have to Vietnam for expatriates and from Social Insurance law (or the foreign
rates and special preferential rates. been paid but which are not actually Tax residents are subject to Vietnamese Vietnam for Vietnamese working equivalent);
Preferential rates are applicable to Exemptions physically imported; PIT on their worldwide taxable overseas; • Income from transfer of properties
imported goods from countries that • Imported raw materials that are not income, wherever it is paid or received. • Once per year home leave round trip between various direct family members;
have Most Favoured Nation (MFN, also Import duty exemptions are provided used in production and which must be Employment and business income is airfare for expatriates and Vietnamese • Inheritances/gifts between various
known as Normal Trade Relations) for projects which are classified as re-exported; taxed on a progressive tax rates basis. working overseas; direct family members;
status with Vietnam. The MFN rates encouraged sectors and goods imported • Imported raw materials that were Other income is taxed at a variety of • School fees up to high school in • Monthly retirement pensions paid
are in accordance with Vietnam’s WTO in certain circumstances. imported for the production of products different rates. Vietnam/overseas for children of under voluntary insurance schemes.
commitments and are applicable to for the domestic market but are later expatriates/Vietnamese working
goods imported from other member There are 20 categories of import duty used for the processing of goods for Individuals not meeting the conditions overseas;
for being tax resident are considered tax • Training;
Foreign Tax Credits
countries of the WTO. exemption, including: export under processing contracts with
foreign parties. non-residents. Non-residents are subject • Mid-shift meals (subject to a cap if the
In respect of tax residents who have
Special preferential rates are applicable • Machinery & equipment, specialised to PIT at a flat tax rate of 20% on the meals are paid in cash);
overseas income, PIT paid in a foreign
to imported goods from countries means of transportation and Export Duties income received as a result of working in • Certain benefits in kind provided on
country is creditable.
that have a special preferential trade construction materials (which cannot Vietnam in the tax year, and at various a collective basis (e.g. membership
agreement with Vietnam. Vietnam has be produced in Vietnam) comprising the Export duties are charged only on a few other rates on their non-employment fee, entertainment, healthcare,
fixed assets of certain projects; income. However, this will need to be transportation to and from work) and; Tax Deductions
such free trade agreements with various items, basically natural resources such
countries including the ASEAN member • Raw materials, spare parts, as sand, chalk, marble, granite, ore, considered in light of the provisions of • Airfares for employees working on a
any DTA that might apply. rotation basis in a number of industries Tax deductions include:
states, Japan, China, India, Korea, Chile, accessories, other supplies, samples, crude oil, forest products, and scrap
Australia and New Zealand. machinery and equipment imported for metal. Rates range from 0% to 40%. such as petroleum or mining.
1. Contributions to mandatory social,
the processing of goods for export and The tax base for computation of export Tax Year
There are a range of conditions and health and unemployment insurance
To be eligible for preferential rates or finished products imported for use in duties is the FOB /Delivered At Frontier
restrictions applicable to the above schemes;
special preferential rates, the imported the processed goods; price, i.e. the selling price at the port The Vietnamese tax year is the calendar
exemptions. 2. Contributions to local voluntary
goods must be accompanied by an Currently, companies manufacturing of departure as stated in the contract, year. However, where in the calendar
pension schemes (subject to a cap);
appropriate Certificate of Origin. When goods for export do not pay import excluding freight and insurance costs. year of first arrival an individual is
3. Contributions to certain approved
goods are sourced from non-preferential duties on raw materials where the present in Vietnam for less than 183 Non-employment Income
charities;
treatment/non-favoured countries, the products are destined for export. Personal Income Tax (‘PIT’) days, his/her first tax year is the 12
4. Tax allowances:
ordinary rate (being the MFN rate with However, where the enterprise does not, month period from the date of arrival. Taxable non-employment income
• Personal allowance: VND9 million/
a 50% surcharge) is imposed. or is not expected to, export the finished Subsequently, the tax year is the includes:
product within 275 days the Customs Tax Residency month;
calendar year. • Dependent allowance: VND3.6
Calculations Department will charge temporary • Business income (including rental
Residents are those individuals meeting million/month/dependent.
import duty on the raw materials. income);
Penalties for late payment can apply. one of the following criteria: Employment Income • Investment income (e.g. interest,
The dependent allowance is not
In principle Vietnam follows the WTO automatically granted, and the taxpayer
Valuation Agreement with certain Where the enterprise then exports dividends);
• Residing in Vietnam for 183 days or The definition of taxable employment needs to register qualifying dependents
variations. The dutiable value of the finished product, a refund will • Gains on sale of shares;
more in either the calendar year or the income is broad and includes all cash and provide supporting documents to
imported goods is typically based on be provided in proportion to the raw • Gains on sale of real estate;
period of 12 consecutive months from remuneration and benefits-in-kind. the tax authority.
the transaction value (i.e. the price paid materials contained in the exports. • Inheritances in excess of VND10
• Machinery, equipment, specialised the date of first arrival; However, the following items are not million.
or payable for the imported goods, and subject to tax: See Table 4, 5, 6 for the PIT rates (page
where appropriate, adjusted for certain means of transportation, materials
• Payments for business trips (subject to 30)
dutiable or non-dutiable elements). (which cannot be produced in Vietnam),
a cap);
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