What Foreign Investors Need to Know About Taxes in Vietnam

 Foreign investors whom set-up company in Vietnam always face challenges to understand the tax system in Vietnam. The below briefly explains type of taxes in Vietnam for regular enterprises. In special cases, foreign enterprises are suggested to consult with tax lawyers in Vietnam before establishment and during the operation to ensure compliance

Major taxes which enterprises including both local and foreigners are subject to are corporate income tax, import and export taxes, and value added tax, and their employees are subject to personal income tax. Other taxes might be applicable depending on nature of business, such as natural resource tax, special consumption tax, and foreign contractor tax.

Corporate income tax (CIT) is governed under Vietnam Law on Corporate Income Tax. CIT is calculated by multiplying assessable income with the CIT rate. Assessable income is the difference between sales revenue and deductable expenses. In general, CIT tax rate in Vietnam is currently 22% and will be reduced to 20% starting Jan 1st, 2016.

Export and Import tax are governed under Vietnam Law on Export tax and Import tax. Export of finished goods is encouraged and export tax is 0%. Import tax will be as import tax tariff published by the government unless exempted for reasons of import to process for export, import to create fixed assets other other cases as the laws regulated.

Value added tax (VAT) is governed under Vietnam Law on Value added tax, applicable to goods and services sold in Vietnam. VAT is calculated by multiplying taxable price and VAT rate. The most common VAT rate is 10%. The rate level of 5% and 0% are applicable in certain cases.

Personal income tax (PIT) is governed under Vietnam Law on Personal income tax. Tax payers are resident, which taxable income includes income generated both inside and outside of Vietnam; and non non-resident, which taxable income includes income generated from Vietnam, regardless of the place where it is paid or received.

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What Foreign Investors Need to Know About Taxes in Vietnam

 Foreign investors whom set-up company in Vietnam always face challenges to understand the tax system in Vietnam. The below briefly explains type of taxes in Vietnam for regular enterprises. In special cases, foreign enterprises are suggested to consult with tax lawyers in Vietnam before establishment and during the operation to ensure compliance

Major taxes which enterprises including both local and foreigners are subject to are corporate income tax, import and export taxes, and value added tax, and their employees are subject to personal income tax. Other taxes might be applicable depending on nature of business, such as natural resource tax, special consumption tax, and foreign contractor tax.

Corporate income tax (CIT) is governed under Vietnam Law on Corporate Income Tax. CIT is calculated by multiplying assessable income with the CIT rate. Assessable income is the difference between sales revenue and deductable expenses. In general, CIT tax rate in Vietnam is currently 22% and will be reduced to 20% starting Jan 1st, 2016.

Export and Import tax are governed under Vietnam Law on Export tax and Import tax. Export of finished goods is encouraged and export tax is 0%. Import tax will be as import tax tariff published by the government unless exempted for reasons of import to process for export, import to create fixed assets other other cases as the laws regulated.

Value added tax (VAT) is governed under Vietnam Law on Value added tax, applicable to goods and services sold in Vietnam. VAT is calculated by multiplying taxable price and VAT rate. The most common VAT rate is 10%. The rate level of 5% and 0% are applicable in certain cases.

Personal income tax (PIT) is governed under Vietnam Law on Personal income tax. Tax payers are resident, which taxable income includes income generated both inside and outside of Vietnam; and non non-resident, which taxable income includes income generated from Vietnam, regardless of the place where it is paid or received.

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Foreign Investors May Be Allowed to Hold 60% Shares

 A new decision has been proposed to the Prime Minister with a number of changes that encourage foreign investors to make investment in Vietnam and in the meantime improve the financial market to catch up with international standard.

ANT Lawyers’ foreign investment practice always follow the change in legal environment to assist our client with the best service. First, foreign investors could own up to 60% of total voting right shares of a listed company. The previous provisions only allow this ratio for strategic partners. Secondly, the foreign investors may hold maximum 49% total voting right shares. The previous provision is 49% of charter capital. Thirdly, for non-voting right shares, the foreign investors are not restricted to hold. Fourthly, for fund certificate, the foreign investors may hold 100% for both close and open funds while the previous provision only allows 49% and restricts the foreign –owned in open funds. Fifthly, foreign organizations business in securities may hold securities companies in Vietnam up to 100% Charter capital while in recent provision, maximum of 49% and 100% for the specific cases.

When the new Decision will have been officially issued, the securities market of Vietnam will be more open and attractive to foreign investors. As expected, impact will be increasing liquidation, opening the conditions to establish investment funds, changing the enterprise’s structure, developing the fund management companies, and as such developing the financial market with more options to invest and control the investment in Vietnam.

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How Foreign Investors Comply with Reports Submissions in Vietnam

 Foreign investors setting up business in Vietnam have to comply with statistics report submissions according to Vietnam laws. To ensure compliance, corporate lawyers should be consulted to ensure compliance with reports applicable to foreign owned enterprises in Vietnam.

As the current regulation, foreign owned enterprises are obliged to submit monthly, quarterly, six month and annual reports to the Vietnam Department of Statistics or State agency for foreign direct investment of respective province or city.

Monthly reports are applicable to businesses and projects operating in the industry: mining, processing industry, electricity, gas, water supply, waste disposal, water treatment, information and communications, real estate, transport, warehousing, trade and services.

Quarterly reports are applicable to businesses and projects operating in agriculture, forestry and fisheries, construction;

All foreign owned enterprises have to report every 6 months on employment and income of the employee;

On annual basis, all foreign owned enterprises have to submit reports on the identification information of the business; financial indicators reflecting business results including revenue by business lines, taxes, fees, expenses, and profit; and capital investments made during the year by investment sources and investment category.

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Vietnam Can Issue Permanent Residence Card to Foreign Investors in Phu Quoc

 The Ministry of Planning and Investment proposed a series of preferential mechanisms for Phu Quoc special economic zone.

The Ministry of Planning and Investment has just submitted to the Government a draft Law on Special Administrative Units. In this draft, the Ministry proposes a series of mechanisms to attract investment capital and foreign experts to live and work in Phu Quoc special economic zone.

Specifically, according to the draft law, Phu Quoc is prioritized investment to become a center for trade, high-end services and international procurement. This will be the only special zone to be prioritized for the development of fisheries, aquaculture and processing and fishery logistics.

According to the Ministry of Planning and Investment, the potential advantages of Phu Quoc can completely develop into a commercial center, eventhough Phu Quoc is located far from the land and there are only two main lines of transportation that are airway and sea. Phu Quoc also has favorable conditions for hydro-meteorology, natural environment, mountains, forests, marine and ecosystems; moderate weather, favorable for year-round tourism development. Especially, Phu Quoc has a large fishing ground and potential for aquaculture.

In addition, Phu Quoc has fertile farmland, large forest land, occupies 63.2% of the total natural land area, facilitates the development of agricultural economy and sustainable eco-tourism development.

Like other two special economic zones, which are Van Don (Quang Ninh), Van Phong (Khanh Hoa), the Ministry of Planning and Investment proposed a series of incentives for Phu Quoc such as income tax exemption for 5 years, but not exceed 2030 for individuals who have taxable income arising in the special economic zone. In subsequent years, the personal income tax payable will be reduced by 50%.

For managers, scientists and highly qualified experts with income subject to personal income tax in the 3 special economic zones mentioned above, they are also entitled to tax exemption until the end of 2030 and 50% reduction of tax amount in the remaining years.

In addition to the application of general incentives for special economic zones, Phu Quoc has also been proposed to enjoy a separate mechanism, such as raising the level of allowances from 30% to 50% of the basic salary for officials and employees working here.

In particular, in order to encourage investment, the Government of special economic zone will issue permanent residence cards to individual foreign investors with investment projects of 5 million USD or above, with the residence time of 5 years or more in Phu Quoc and not breaking the law.

Regarding infrastructure, according to the Ministry of Planning and Investment, infrastructure of Phu Quoc has been invested quite synchronously to meet the needs of large-scale tourism development. Many high-class and large-scale resorts have come into operation. The Politburo has agreed to open casino project in Phu Quoc for the Vietnamese.

For Van Don special economic zone, according to the Ministry of Planning and Investment, priority will be given to develop island eco-tourism, innovative industries and high-tech agriculture.

Van Phong, in particular with its location, will be promoted to develop deep-water ports, logistics services, medical services, high-quality resort…

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Where Foreign Investors Obtain Investment License in Vietnam

 To set up a business in Vietnam through foreign direct investment, foreign investors need to register the investment license from Vietnam Ministry of Planning and Investment (MPI).

Depending on investment business lines, investment conditions, scale of the projects, where investment project is located, other Vietnam State authorities would be involved. MPI in Vietnam takes charge of developing legislation, guiding, consulting and coordinating with other State authority in regard to all investment in Vietnam. Foreign investors apply for investment license at MPI which is acting as the contact point. People’s Committee will be the government body that administer investment activities within its city or province and issue the investment license to the foreign investor.

In case the foreign investor setting-up a business within an industrial zone, the management board of an industrial zone will have authority over the investment licensing process. For investment project which is larger than VND 300 billion (around USD 14.2 million) or in conditional investment area, MPI and other ministries will be involved in the evaluation process to recommend to the Prime Minister for approval. Other ministries involved in investment project licensing would be Ministry of Trade and Commerce and Minsitry of Finance for setting up a trading company in Vietnam; Ministry of Science and Technology for investment in high-tech projects in Vietnam; Ministry of Education and Training for setting up education institute; Ministry of Health for investment in hospital in Vietnam, etc to ensure they are complying with the specific industry’s regulations.

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CPC Code - Foreign Investors Need to Know in Vietnam

Once a foreign investor wishes to invest in Vietnam, they not only need to be well-informed about investment environment, incentive, labor, State policies, but also need to know about CPC code. Each specific service is fixed with a provisional Central Product Classification (called CPC code) belonging to Central Product Classification of United Nations. In the Schedule of Service Commitment under WTO Commitment, all services which Vietnam commits to open market are listed with CPC code corresponding with international standard.

Investors could check business lines which they wish to invest against the Schedule of Service Commitment under WTO Commitment of Vietnam as well as specialty regulations under laws of Vietnam to define their business lines and consider its practicability.

If this business line was committed to open market with foreign investors, the investors could perform investment into Vietnam. For the business lines not yet committed, Vietnam has full rights on approval or refusal on permitting foreigner investors to carry out investment in Vietnam market. In special cases, Vietnam government could consider the issuance of investment license with the non-committed services based on scale, capital, and location of project, however, Vietnam has full rights to offer conditions that investors must meet before issuance of license, and still guarantee to comply basic principle of GATS (General Agreement on trade service).

Beside business lines, investors also need to pay attention to form and rate of commercial presence in Vietnam. Accordingly, except other regulations at each sector and sub-sector of the Schedule of Service Commitment, foreign company only sets up commercial presence in Vietnam under Joint Venture Company, wholly foreigner-owned company, business cooperation contract, representative office, branch office.

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Investment Capital Account of Foreign Investors in Vietnam

 According to Vietnam laws, any transaction relating to direct or indirect investment operation of foreigner must be implemented by an investment capital account opened in a licensed bank which is commercial bank or branch of foreign bank permitted to trade and supply foreign exchange service according to legal provisions. It is imperative that, the foreign exchange control in Vietnam is strictly regulated, it is suggested the investors whom invest in Vietnam to consult with banking lawyers in Vietnam to receive legal advice on transaction in the activities of investment through direct investment or M&A transactions.

In particular, the regulations on investment capital account of foreign investor are set forth in Circular No. 05/2014/TT-NHNN dated on March 12th, 2014 of the State Bank of Vietnam guiding the opening and use of indirectly- invested capital accounts for implementation of foreign indirect investment activities in Vietnam and Circular No. 19/2014/TT-NHNN dated on August 11th, 2014 of the State Bank of Vietnam guiding the foreign exchange management for the foreign direct investment in Vietnam.

What is Foreign Direct Investment?

Foreign direct investment in Vietnam means the transfer of capital for investment and participation in the management of investment activities in Vietnam by foreign investors.

The subject matters governed by Circular No. 19/2014/TT-NHNN include residents which are enterprises receiving the direct foreign investment; non-residents involved in the business cooperation agreement in Vietnam; non-residents who are foreign investors of FDI enterprises; organizations, individuals regarding the foreign direct investment in Vietnam.

The invested capital contribution of foreign and Vietnamese investors into an FDI enterprise must be performed in the form of money transfer into the direct investment accounts. In order to perform the foreign direct investment activities in Vietnam, FDI enterprise and foreigner participating in business cooperation contract are entitled to open their foreign currency and Vietnamese dong account of direct investment at a licensed bank.

What is Foreign Indirect Investment?

Foreign indirect investment in Vietnam means the investment into Vietnam by foreign investors through purchase and sale of securities, other valuable papers, contribution of capital and purchase of shares, and through securities investment funds, other intermediary financial institutions in accordance with the law of Vietnam but without direct participation in management of investment activities.

The subject matters governed by Circular 05/2014/TT-NHNN include foreign investors who are nonresidents conducting indirect investment activities in Vietnam; and organizations and individuals who are related to indirect investment activities in Vietnam. It means that this Circular does not govern foreign investors being residents who are foreign organizations and individuals. These subject mattes conduct indirect investment activities in Vietnam according to prevailing legal provisions on securities and other relevant normative legal documents.

All indirect investment activities of foreign investors in Vietnam must be conducted in Vietnam Dong. Transactions relating to foreign indirect investment activities must be conducted through an indirectly-invested capital account opened at a licensed bank.

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