Vietnam Corporate Compliance for Multinational Holding Structures

For a multinational group, a Vietnamese subsidiary is often one entity among dozens, managed from a regional hub with group-wide policies. Vietnamese law, however, looks at each entity on its own: its licences, its governing bodies, its tax filings and the paper trail for every transaction with the rest of the group. This article sets out the compliance obligations that most often catch multinational holding structures off guard, and how to organise them into a predictable annual cycle.

Which rules apply

The Vietnamese entity is governed by the Law on Enterprises No. 59/2020/QH14 (amended by Law No. 76/2025/QH15, effective 1 July 2025) and, as a foreign-invested enterprise, by the Law on Investment No. 143/2025/QH15, in force since 1 March 2026, which replaced the Law on Investment 2020. Tax compliance rests on the Law on Tax Administration 2019, the Law on Corporate Income Tax No. 67/2025/QH15 with Decree No. 320/2025/ND-CP, and Decree No. 255/2026/ND-CP on related-party transactions (in force from 1 July 2026, replacing Decree 132/2020 and Decree 20/2025). Labour, social insurance, foreign exchange and personal data rules (the Law on Personal Data Protection No. 91/2025/QH15, effective 1 January 2026) complete the picture.

Governance: the local entity must work on its own

Group approval matrices do not replace the corporate bodies required by Vietnamese law. Decisions on capital, the charter, the legal representative, large contracts and related-party transactions must be adopted by the members' council, the owner, the board or the shareholders' meeting of the Vietnamese company, as its type and charter require, and minuted in a form that banks and authorities will accept.

• Legal representative. The company must always have at least one legal representative residing in Vietnam. When the only legal representative leaves the country, the law provides for authorisation of another person; groups that rotate expatriate managers should plan handovers so that the company is never without a resident representative.
• Related-party contracts. Contracts with the parent, sister companies and their managers require approval by the competent body. A regional master agreement signed by the parent is not, by itself, an approval by the Vietnamese company.
• No cross-holdings. A subsidiary may not hold capital in its parent, and subsidiaries of the same parent may not create cross-shareholdings among themselves.
• Beneficial owners. Since the 2025 amendment, the enterprise must identify the natural persons who ultimately own or control it, keep the information up to date and provide it to the business registration authority. For groups owned through funds, trusts or listed parents, the analysis should be documented once and reviewed whenever the ownership chain changes.

Registrations that must follow every change

Changes that are routine at group level — a new director, an intra-group share transfer, a change of the parent's name, an increase in charter capital — usually require an update to the Enterprise Registration Certificate and, where the company holds one, to the Investment Registration Certificate. Where a foreign investor buys into or increases its stake in a Vietnamese company, Article 21 of the Law on Investment 2025 requires prior registration in specified cases (an increase of foreign ownership in a business line with market access conditions, a move above 50% foreign ownership or a further increase above that level, and targets holding land use rights on islands or in border or coastal areas). Capital must be contributed within the time limit in the charter and the law, and through the company's direct investment capital account; contributions made late or through the wrong account are a recurring audit finding.

Intercompany transactions and transfer pricing

This is where multinational structures carry most of their Vietnamese risk. Management fees, royalties, shared-service charges, intra-group loans and cost allocations must reflect the arm's length principle. Every year the company must file the related-party transaction disclosure form with its corporate income tax finalisation, and, unless an exemption under Decree 255/2026 applies, prepare a Local File and a Master File before the finalisation deadline, with a Country-by-Country Report where the group meets the consolidated revenue threshold. Net interest expense deductible for tax purposes is capped at 30% of EBITDA.

Tax audits commonly reject service charges when the Vietnamese company cannot show what it received: time sheets, deliverables, emails and a clear allocation key. Keep that evidence as the services are rendered, not when the auditor asks.

Withholding and indirect transfers

Payments to offshore group companies for services, software, royalties and interest generally attract foreign contractor tax, which the Vietnamese company withholds and declares. At the top of the structure, the Law on Corporate Income Tax 2025 and Decree 320/2025 tax a foreign corporate seller at 2% of the transfer value when it transfers capital in a Vietnamese company — directly or indirectly through an offshore holding entity — with a carve-out for internal restructurings that do not change the ultimate parent and generate no income. Group reorganisations should therefore be reviewed by Vietnamese advisers before signing, not after.

Groups with consolidated revenue of at least EUR 750 million are also within Vietnam's global minimum tax rules under Resolution No. 107/2023/QH15, which require their own registrations and filings.

Profit repatriation

Dividends can be remitted abroad once the company has fulfilled its tax and financial obligations for the year and has no accumulated losses, through the direct investment capital account. Banks ask for audited financial statements, the CIT finalisation and the shareholder resolution on profit distribution. Companies that have not regularised capital contribution or registration issues often discover them at this stage, when the bank declines to process the remittance.

Personal data and group systems

Shared HR platforms, CRM systems and group data warehouses typically involve transferring personal data of Vietnamese employees and customers abroad. Since 1 January 2026 the Law on Personal Data Protection and Decree No. 356/2025/ND-CP govern such transfers, require impact assessment documentation and prohibit trading in personal data. Fines for unlawful cross-border transfers can reach a percentage of the previous year's revenue, so this is no longer a box-ticking exercise.

Documents from the parent

Resolutions, powers of attorney and corporate certificates issued abroad must be valid for use in Vietnam. Since 11 September 2026 Vietnam applies the Apostille Convention: public documents from member states need only an apostille, while documents from Germany, Austria and the Czech Republic, from non-member states, and private documents that are not notarised still go through consular legalisation. A certified Vietnamese translation is required in all cases.

An annual compliance calendar

In practice the following cycle keeps most groups out of trouble: monthly or quarterly — VAT and personal income tax returns, foreign contractor tax declarations and periodic investment reports; by the end of the third month after the financial year — audited financial statements, CIT finalisation with the related-party disclosure, and transfer pricing documentation in place; during the year — approvals for every new intercompany agreement, updates to registration certificates after each change, and a review of beneficial ownership information; before any group restructuring — Vietnamese tax and registration analysis. A short calendar owned by a named person in Vietnam is worth more than a detailed group policy that nobody in the local entity reads.

Quick Q&A

Can a group-level approval replace the Vietnamese company's own resolutions?

No. Decisions required by the Law on Enterprises and the company charter must be adopted by the Vietnamese company's own bodies, including approvals of related-party contracts.

What transfer pricing filings does a Vietnamese subsidiary make?

It files the related-party disclosure form with its annual CIT finalisation and, unless exempt under Decree 255/2026, prepares a Local File and Master File before the deadline, plus a Country-by-Country Report where the group meets the threshold.

Is an intra-group share transfer taxed in Vietnam?

A foreign corporate seller is taxed at 2% of the transfer value under Decree 320/2025, including indirect transfers, unless the internal restructuring carve-out applies.

When can dividends be sent to the foreign parent?

After the company has completed its tax and financial obligations for the year and has no accumulated losses, through the direct investment capital account.