Foreign securities transfers remain subject to 0.1%: Transfers of securities by foreign entities are generally subject to CIT at 0.1% of total sale proceeds.
Tax incentives are available for qualifying businesses: Certain newly registered SMEs and innovative startups may qualify for CIT exemptions or reductions, while qualifying transfers involving innovative startups may also receive tax exemptions, subject to specific conditions.
Vietnam’s 2025 tax reforms have introduced key updates for businesses, especially regarding the Vietnam capital gains tax. From local SMEs to foreign-invested startups, companies must understand the evolving tax rules. Rather than a separate capital gains tax law, Vietnam includes capital gains under corporate or personal income tax. This blog offers the latest insights on Vietnam capital gains tax for businesses, covering legal changes, incentives, and strategic planning tips.
Selling or transferring business assets in Vietnam can create tax obligations that businesses need to account for before completing a transaction. Capital gains from assets such as real estate, equipment and company shares are generally not subject to a separate capital gains tax. Instead, they are treated under Vietnam’s corporate income tax (CIT) rules, with the applicable treatment depending on the type of transaction and taxpayer.
For domestic companies, capital transfer gains are generally subject to the standard 20% CIT rate, while different rules apply to foreign enterprises and certain types of transactions. Understanding these rules helps businesses assess their tax exposure, meet reporting obligations and plan capital transactions with greater certainty.
Not all proceeds a business receives are treated as capital gains; Vietnam’s tax regulations specify what transactions generate taxable capital gains. Generally, a capital gain arises when a company or investor sells a capital asset for more than its book value or original purchase price. Typical scenarios include:
Transfer of capital contributions in a limited liability company (LLC)
Transfer of shares or securities in a joint stock company (JSC)
Certain indirect transfers involving ownership of a Vietnamese enterprise
Transfer of other investment interests where the income is treated under the relevant CIT rules
It’s worth noting that routine sales of inventory or goods/services are not “capital gains” – those are normal business revenue. The tax treatment depends on the nature of the asset or interest being transferred, the seller's status and the applicable tax rules. Businesses should therefore determine the classification of a transaction before calculating the tax liability.
Vietnam does not have a separate corporate capital gains tax. Instead, capital transfer income is generally taxed under the CIT framework.
For Vietnamese resident entities, gains from capital transfers and securities transfers are generally subject to the 20% CIT rate.
For foreign corporate sellers, the rules are different. From 15 December 2025, direct and indirect capital transfers are generally subject to a deemed 2% CIT on sale proceeds, rather than tax based on the seller's net gain. Certain qualifying intra-group restructuring transactions may be excluded where the required conditions are met.
Foreign entities transferring securities generally remain subject to a 0.1% CIT rate on total sale proceeds.
The applicable rate therefore depends on both the type of transfer and the status of the seller.
| Seller / transaction | General tax treatment |
| Vietnamese resident entity – capital transfer | 20% CIT on the gain |
| Vietnamese resident entity – securities transfer | 20% CIT on the gain |
| Foreign enterprise – direct or indirect capital transfer | 2% CIT on sale proceeds, subject to specific exceptions |
| Foreign enterprise – securities transfer | 0.1% CIT on sale proceeds |
The key takeaway is that Vietnam capital gains tax for businesses is largely a function of CIT. Companies must calculate any gains from capital transactions and then apply the appropriate tax treatment. The exact mechanism (net gain vs. gross proceeds) and rate can vary based on the type of asset and the seller’s residency status, as explained further below.
The impact of Vietnam capital gains tax can differ depending on a company’s legal structure and the nature of the ownership transfer:
In summary, the business structure influences how capital gains tax is applied: transfers of LLC capital vs. JSC shares have had different tax treatments (net vs. gross methods), especially for foreign investors. After recent changes, which we’ll detail next, Vietnam is moving toward a more uniform approach for taxing these transactions for non-residents. Regardless of structure, any business or investor disposing of an interest in a Vietnamese company should identify the relevant tax rule – whether it’s the standard CIT on gains or a gross-proceeds tax – based on the type of entity and the seller’s profile.
Significant updates to Vietnam’s tax laws took effect on 1 October 2025, reshaping how businesses are taxed on capital gains. The Corporate Income Tax Law 2025, alongside Resolution 198/2025/QH15, introduced both tighter enforcement on foreign transactions and new incentives for SMEs and startups. Key changes to Vietnam capital gains tax include:
A major shift is the replacement of the 20% tax on net gains with a 2% flat tax on gross proceeds for non-resident companies. This applies to direct or indirect transfers of stakes in Vietnamese LLCs or private firms. Even if the sale is made at a loss, foreign sellers must pay 2% of the sale price. Publicly traded shares remain subject to the existing 0.1% tax on gross proceeds. Internal group restructurings with no change in ultimate ownership may be exempt. This move simplifies tax collection but raises the effective Vietnam capital gains tax burden for low-margin or loss-making exits.
To boost small business growth, Vietnam now offers reduced CIT rates:
Newly established SMEs enjoy a 3-year CIT exemption from registration. Qualifying innovative startups may receive a two-year CIT exemption followed by a four-year 50% reduction, subject to the applicable conditions.
Gains realised during these tax-free periods are not subject to Vietnam capital gains tax, offering meaningful early-stage savings for tech-driven or R&D-heavy ventures.
Qualifying newly registered SMEs may benefit from a three-year CIT exemption, subject to the conditions under Resolution 198/2025/QH15 and its implementing guidance.
Under Decree 20/2026, the incentive period generally starts from the date of the initial Enterprise Registration Certificate. Certain businesses, including entities formed through specified restructuring transactions, may be excluded.
This incentive should not be treated as a blanket exemption from tax on capital gains. The scope and eligibility requirements need to be assessed for each business.
Qualifying innovative startups, investment fund management companies for innovative startups and intermediary organisations supporting innovative startups may receive a two-year CIT exemption followed by a four-year 50% reduction, subject to the applicable conditions.
The incentive applies to qualifying income rather than automatically exempting every type of income or capital gain earned by the business.
Income from qualifying transfers of shares or capital related to innovative startups may be exempt from CIT and PIT, subject to the applicable conditions.
Under the implementing guidance, the exemption does not apply to transfers of shares in public or listed companies. Additional rules can also apply where the transaction involves a one-member LLC or private company associated with real estate.
Businesses should confirm that both the investor and the transaction meet the relevant requirements before relying on the exemption.
Vietnamese companies continue to be taxed on capital gains under standard CIT rules. The Vietnam capital gains tax burden (effectively 20% CIT) remains unchanged, but new incentives offer significant relief:
The 2025 CIT Law allows certain losses from real estate and investment project transfers to be offset against taxable profits from other business activities, subject to the applicable restrictions.
This is especially helpful for firms in real estate or infrastructure sectors. Tech startups should proactively register for innovation tax status to reduce future Vietnam capital gains tax exposure on exits. In short, domestic firms now operate in a more favorable tax environment with enhanced flexibility and targeted relief.Foreign-Owned Businesses
Foreign corporate investors are subject to a different regime for capital transfers.
From 15 December 2025, direct and indirect capital transfers are generally subject to 2% CIT on sale proceeds. This replaces the previous general approach of taxing qualifying transfers based on net gains.
Foreign securities transfers generally remain subject to 0.1% CIT on sale proceeds.
Certain intra-group restructuring transactions may qualify for an exemption where the ultimate parent company remains unchanged and the other conditions under the current rules are satisfied.
Tax treaty considerations may also be relevant to cross-border transactions. Since Vietnam's tax treaty procedures were updated in 2026, businesses should assess treaty eligibility and the applicable procedures under the current tax administration framework before relying on treaty relief.
Effective planning can help businesses and investors minimize surprises and optimize their position under the evolving Vietnam capital gains tax rules. Here are four key strategies:
For resident companies taxed on net gains, it’s critical to keep detailed records of asset purchase costs, improvements, and transaction expenses. This supports accurate cost-basis calculations and helps reduce taxable gains. Even though foreign sellers may now be taxed on gross proceeds, any situation still taxed on net profit (e.g. foreign entities with a permanent establishment) benefits from proper documentation. To avoid disputes, ensure transactions are at arm’s length and supported by third-party valuations—Vietnam’s tax authorities may reprice deals if they suspect avoidance.
Startups and SMEs should actively pursue available tax breaks. New SMEs may qualify for a 3-year CIT exemption, and recognized innovative startups can unlock CIT holidays and investor exemptions. Certification often requires proving tech ownership or qualifying business models, but the upside—potentially zero Vietnam capital gains tax on early exits—is substantial. Established companies should also explore R&D-related deductions and innovation income exemptions, which can offset broader taxable income, including capital gains.
Foreign investors should consider restructuring within their corporate group before selling, as internal transfers without ownership change may be exempt. However, the rules are narrow and require documentation. Where applicable, review Vietnam’s tax treaties early—some may reduce or eliminate Vietnam capital gains tax, especially for offshore transactions. Domestic firms should align capital gains with other operational losses to benefit from new offset provisions, or frontload deductible expenses in high-gain years to ease the tax burden.
Capital transfers in Vietnam are subject to specific tax declaration and payment requirements under Circular No. 20/2026/TT-BTC, which provides guidance on the 2025 Corporate Income Tax Law and Decree No. 320/2025/NĐ-CP. For transactions involving foreign sellers, businesses should clearly establish who is responsible for declaring and paying the applicable tax and maintain the required documentation. Circular No. 21/2026/TT-BTC also provides the prescribed form for declaring non-resident capital gains tax events. Staying up to date with these requirements can help businesses avoid compliance issues and potential penalties.
Vietnam’s capital gains tax rules vary depending on the type of transaction, the taxpayer involved and the asset being transferred. While domestic companies generally fall under the CIT framework, foreign enterprises and qualifying businesses may be subject to different rates, requirements or tax incentives.
For businesses planning a capital transfer, understanding the applicable tax treatment, filing requirements and available reliefs is essential. Keeping the transaction structure and documentation aligned with current requirements can help reduce compliance risks and avoid unexpected tax liabilities. At Ascentium Vietnam, we help businesses understand their tax obligations, manage compliance requirements and navigate capital transactions with practical, local expertise.