MINISTRY OF PLANNING AND INVESTMENT FOREIGN INVESTMENT AGENCY DOING BUSINESS IN VIETNAM 2020 Investing in Vietnam, Engaging the world Abbreviation 3 II. Customs Duty and Procedures 52 Introduction 5 III. Land Rental Incentives 56 A. Country Profile 6 E. Human Resources and Employment 58 B. Trade and Investment 12 F. Foreign Exchange Control 65 I. Trade Agreement 13 Useful websites 68 II. Foreign Direct Investment 13 Deloitte Vietnam 71 C. Setting up an investment in Vietnam 17 Foreign Investment Agency 72 D. Taxation and Customs 25 I. Taxation 26 2 Doing business in Vietnam 2020. Investing in Vietnam, Engaging the world ABBREVIATION APA Advance Pricing Agreement FTA Free Trade Agreement APEC Asia-Pacific Economic Cooperation GDP Gross Domestic Product ASEAN Association of Southeast Asian Nations GSO General Statistics Office BCC Business Cooperation Contract IMF International Monetary Fund BLT Build-Lease-Transfer IRC Investment Registration Certificate BOO Build-Own-Operate IP Industrial Park BOT Build-Operate-Transfer M&A Mergers & Acquisitions BT Build-Transfer O&M Operate & Manage BTL Build-Transfer-Lease OECD Organization for Economic Cooperation and Development BTO Build-Transfer-Operate PIT Personal Income Tax CIT Corporate Income Tax PPP Public-Private Partnership CPTPP Comprehensive and Progressive Agreement for Trans-Pacific Partnership RCEP Regional Comprehensive Economic Partnership DTA Double Taxation Avoidance Agreement SST Special Sales Tax EPE Export Processing Enterprise USD US Dollar EPZ Export Processing Zone VAS Vietnamese Accounting Standards ERC Enterprise Registration Certificate VAT Value Added Tax EZ Economic Zone VND Vietnamese Dong FCWT Foreign Contractor Withholding Tax WTO FDI Foreign Direct Investment World Trade Organization 3 4 Doing business in Vietnam 2020. Investing in Vietnam, Engaging the world I INTRODUCTION n more than 30 years of social- a centralized to a market oriented economy and its 96.92 million-strong Vietnam has moved from being population, which features a large one of the poorest nations in the world and young workforce as well as to a lower middle-income country an increase in disposable income with a number of convincing social- in recent years. The Vietnamese economic achievements. Joining the Government has done an excellent job Association of Southeast Asian Nations (ASEAN) in 1995 Economic Cooperation (APEC) in 1998 2.79 percent (2019). and the World Trade Organisation (WTO) in 2007; expanding gross This guidebook was prepared by the domestic product (GDP); improving Foreign Investment Agency of infrastructure; and a steady increase Vietnam in cooperation with Deloitte in foreign direct investment (FDI) suggest that Vietnam has transformed into an attractive investment Vietnam to provide readers with an overview of the investment climate, forms of business organization, destination. taxation, and business and accounting Vietnam has been enjoying strong our best to ensure that information economic growth. Since 1990, Vietnam’s GDP per capita growth has been among the fastest in the world, averaging 6.4 per cent a year in the 2000s. Despite crisis and uncertainties in the global environment, Vietnam’s economy continues to grow, with GDP expanding by 7.02 per cent in 2019, and is expected to continue on this path. Overseas businesses are increasingly practices in Vietnam. Although we do contained in this book is current at the time of writing, the rapid changes in Vietnam mean that laws and regulations may change to reflect the new conditions. We hope that you find this book useful in your endeavour to expand your business in Vietnam. Ministry of Planning and Investment of Vietnam Foreign Investment Agency attracted by the country’s move from 5 A COUNTRY PROFILE COUNTRY PROFILE Vietnam’s economy continues its fast growth driven by free trade agreements (FTAs) with major developed countries and increasingly deregulated business environment. VIETNAM Strategically located at the centre of Southeast Asia with convenient access to commodity and cultural exchange. A stable political environment, and an attractive business environment with high incentives for foreign investors. Competitive production cost compared to neighboring countries. A youthful and vibrant country with digitally-savvy and well-educated workforce, a developing culture of entrepreneurship, and openness to new ideas. Fast growing economy with GDP growth projected to be between 6% to 7% during 2016-2019 period. 16 FTAs with major developed markets. 6 Doing business in Vietnam 2020. Investing in Vietnam, Engaging the world COUNTRY SNAPSHOT LOCATION Southeast Asia The country borders with China, Laos, Cambodia, Pacific Ocean and Gulf of Thailand POPULATION AND WORKFORCE Population: was estimated at 96.92 million people Ranked 15th in the list of most populated countries People of working age in employment: 48.7 million people (51.2% of total population) Unemployment rate: 2% LAND AREA 330,967 sq. km ECONOMY 3,260 km Nominal GDP ( 2019): USD 261.9 billion GDP in 2019 increase by 7.02%, the highest growth since 2011 GDP per capita (2019): USD 2739.82 5 MUNICIPALITIES & 58 PROVINCES LANGUAGE CLIMATE AND WEATHER BUSINESS HOURS COASTLINE North: Hanoi – the capital Centre: Da Nang City South: Ho Chi Minh City – the largest city The climate varies from North to South with three distinctive climate zones: tropical in the South (rainy season from April to September; dry season from October to March); monsoonal with hot and rainy season in the Centre and North (May to September); cold and damp in the highlands and the North (October to March). It is also blessed with plenty of sun throughout the year. Vietnamese (official language) English (taught widely at school as a second language) Under the Vietnamese Labor Code, normal working hours should be 8 hours/day, or 40 - 48 hours/week. CURRENCY Vietnamese Dong (VND) Source: General Statistics Office (GSO), Economist Intelligence Unit 7 POLITICAL STRUCTURE Vietnam is a socialist country under the leadership of the Communist Party of Vietnam. The 14th National Assembly of Vietnam (term 2016-2021) has 489 Assembly, which is the highest-level representative body of Vietnamese people, has the power to exercise constitutional and legislative rights and to decide on critical issues of the country. 8 Doing business in Vietnam 2020. Investing in Vietnam, Engaging the world GDP BY SECTOR, 2018 8.0% Product tax (net) 7.5% 7.08% 7.0% 6.5% 6.68% 6.0% 5.5% 6.21% 5.98% Agriculture, Forestry and Fishery 10% 7.02% 6.81% 15% 41% Services 34% 5.42% 5.0% Industry & Construction 4.5% 4.0% 2018 2019 RETAIL SALES (billion USD) 250 6.60% 4.09% 3.53% 200 3.54% 2.79% 2.66% 150 111 125 140 154 50 0 2018 2018 2019 2018 MAIN EXPORT PARTNERS, 2018 Germany 11% 243 237 180 150 148 195 173 100 0.63% 162 166 168 South Korea 16% (share of total) US 46% 214 211 173 Japan 18% 132 131 China 40% 2018 Source: GSO 9 A COUNTRY PROFILE REGULATORY REFORM TO IMPROVE INVESTMENT CLIMATE The regulatory framework has been constantly revised to incorporate more favorable regulations for businesses to invest and operate in Vietnam. Since the new Law on Investment and the new Law on Enterprises were passed in 2014, many other laws, decrees and circulars have been put in place to provide guidelines for better market access. 2014 - Law No. 67/2014/QH13 on Investment - Law No. 68/2014/QH13 on Enterprises - Decree No. 46/2014/ND-CP provides regulations on collection of land rent and water surface rent - Circular No. 78/2014/TT-BTC guides the implementation of the Law on CIT - Circular No. 103/2014/TT-BTC provides guidelines for fulfillment of tax liability of foreign entities doing business in Vietnam or earning income in Vietnam 2015 - Decree No. 118/2015/ND-CP provides guidelines for some articles of the Law on Investment - Decree No. 96/2015/ND-CP provides guidelines for some articles of the Law on Enterprises - Decree No. 15/2015/ND-CP on investment in the form of public-private partnership - Circular No. 38/2015/TT-BTC on customs procedures, customs supervision and inspection, export tax, import tax, and tax administration 2016 - Law No. 107/2016/QH13 on Export and Import Duties - Decree No. 134/2016/ND-CP provides guidelines for the Law on Export and Import Duties - Circular No. 83/2016/TT-BTC guides the implementation of investment incentive programs - Circular No. 130/2016/TT-BTC on guidelines on some articles of the Law on Value Added Tax, and the Law on Special Sales Tax 2017 - Law No. 04/2017/QH14 about provision of assistance for small and medium-sized enterprises (coming into force from January 1st, 2018) - Decree No.32/2017/ND-CP on state investment credit - Decision No. 3610A/QD-BCT slashes 675 conditions on business and investment under state management 2018 - Decree No. 119/2018/ND-CP on electronic invoices for sale of goods and provision of services - Decree No. 09/2018/ND-CP on trading activities of foreign investors - Decree No. 08/2018/ND-CP on business conditions under State management of the Ministry of Industry and Trade - Circular No. 25/2018/TT-BTC on amendments of some articles of Circular 78/2014/TT-BTC and Circular 111/2013/TT-BTC 2019 VIETNAMESE GOVERNMENT’S EFFORTS TO IMPROVE INVESTMENT CLIMATE - Resolution No. 50/NQ-TW on the direction of completing institutions and policies, improving the quality and efficiency of foreign investment cooperation by 2030 - Resolution 23-NQ/TW on the national industry development strategy during 2018-2030 - Amended Law on Tax Administration No. 38/2019/QH14 (effective from 1 July 2020) - Decree No. 14/2019/ND-CP providing guidelines for the law on special sales tax - Decree No. 05/2019/ND-CP provides a legal framework for the establishment and implementation of Internal Audit - Circular No. 48/2019/TT-BTC on the making and settlement of provisions for devaluation of inventory, losses of financial investments, bad debts and warranty at enterprises - Draft amended Laws on Investment/Enterprises/Securities 10 Doing business in Vietnam 2020. Investing in Vietnam, Engaging the world RESTRUCTURING AND EQUITISING STATE-OWNED ENTERPRISES The Vietnamese Government upholds its commitments to economic reform. The equitisation of state-owned enterprises (SOEs) in recent years is an example economy forward. The 2016-2020 roadmap for the equitisation of SOEs has been outlined in Decision No. 58/2016/QD-TTg. 220 NUMBER OF EQUITISED SOES DURING 2011-2018 175 73 55 14 2011 45 26 2012 23 2013 2014 2015 2016 2017 2018 Source: Vietnam Government Report on the equitisation of SOEs (2011-2018) 11 TRADE AND INVESTMENT 12 Bilateral agreements - Vietnam – Chile - Vietnam – South Korea - Vietnam – Japan - Vietnam - Eurasian Economic Union FTA - Vietnam – EU FTA (not yet effective) - Vietnam – Israel (in negotiation) - Vietnam – EFTA (in negotiation) I. TRADE AGREEMENT Vietnam has been actively engaging in a number of free trade agreements to help accelerate the country’s integration into global economy in recent years. Key trade pacts include: ASEAN Economic Community (launched in December 2015) Comprehensive and Progressive Agreement for Trans(signed on March 8th, 2018) Regional Comprehensive Economic Partnership (RCEP) (on-going negotiation) Free trade agreements signed as an ASEAN member country - ASEAN - Japan - ASEAN - South Korea - ASEAN - India - ASEAN - China - ASEAN - Hong Kong - ASEAN - Australia - New Zealand Vietnam has established diplomatic relations with 185 countries, expanded commercial and investment relations with more than 220 markets and signed more than 80 Double Tax Avoidance Agreements. II. FOREIGN DIRECT INVESTMENT According to the Foreign Investment Agency under the Ministry of Planning and Investment, the total newly registered, adjusted capital, capital contributed and shares purchased by foreign investors reached 38.2 billion USD, increase 7.2% as compare to the same period in 2018. The realized capital of foreign direct investment projects was estimated at 20.38 billion USD, up 6.7% as compared to the same period in 2018. Higher FDI disbursement throughout the years implies the improvement in investors’ confidence in the economic outlook and their commitment to establish long-term investments in Vietnam. Vietnam is one of the only few countries in the region that allows 100% foreign ownership for most sectors. 375 SOEs will be partially or wholly divested during 2017-2020 period. 13 B TRADE AND INVESTMENT INVESTMENT INDUSTRIES Vietnam has become an attractive Real Estate: The investment in real investment destination for various estate sector accounted for 10 per sectors, from manufacturing, 2018. Ho real estate, energy, retail, and Chi Minh City stands out as the hub construction, to arts, tourism, to attract most of the large-scale real entertainment, and other services. estate projects. Manufacturing: With advantages Other sectors: Green energy, in a number of areas such as science & technology, wholesales, competitive labor cost, raw and infrastructure development are materials resources, lower entering a booming period, as the barriers to trade, and many Government has given these sectors designated investment incentives, priorities for development through the manufacturing sector remains incentives and encouragement to attract investors. Investment in these 2019, accounting for around 65 sectors is expected to increase in the years to come. REGISTERED AND DISBURSED FDI (2015-2019) FDI BY SECTOR (2019) 14% Million USD 40,000 30,000 20,000 35,602 4% 38,019 35,466 7% 26,891 24,115 14,500 15,800 17,700 19,100 20,380 10% 65% 10,000 0 2015 2016 Registered FDI 14 2017 2018 Disbursed FDI 2019 Manufacturing Real Estate Professional activities, science and technology Wholesale, Retail & Repair Others Doing business in Vietnam 2020. Investing in Vietnam, Engaging the world MAIN EXPORT PARTNERS, TOP 10 FOREIGN INVESTORS BY REGISTERED CAPITAL (AS OF DECEMBER, 2019) 80,000 Invesment Capital (million USD) 70,000 60,000 50,000 40,000 30,000 20,000 10,000 0 uth So rea Ko g on gK n Ho ore ap g Sin an Jap ina Ch s nd Isla n i g Vir tish Bri an iw Ta a mo Sa d an ail Th nd lla Ho Source: Foreign Investment Agency Foreign investors usually select industrial parks (IPs)/economic zones densely populated cities with modern (EZs) where the infrastructure and infrastructure and agglomerated transportation are specialized, and convenience (e.g. Hanoi, Ho Chi special investment incentives are Minh City, Da Nang) to implement given. FDI capital invested at IPs and service-related projects. Whereas, EZs accounted for roughly manufacturing and processing 80% of total registered capital in investment projects are often located at manufacturing sector. 17 COASTAL ECONOMIC ZONES 326 INDUSTRIAL PARKS 3 HI-TECH PARKS – Hoa Lac Hi-tech Park – Saigon Hi-tech Park – Da Nang Hi-tech Park 15 B TRADE AND INVESTMENT M&A TRANSACTIONS HEAD TO BREAKTHROUGHS IN 2019 The Government is establishing mechanism and policies to facilitate the private sector to join the State-owned enterprises (SOEs) restructuring process through capital contribution and share purchase as well as enhancing linkages in value chain between the SOEs and the private sector. The value of M&A transactions increased from US$1.1 billion in 2009 to US$7.64 billion in 2018. The total value of transactions in the decade hit US$55 billion. However, the value of M&A transactions in the first half of 2019 leveled off at US$1.9 billion, equal to 53% of the same period last year. According to the statistics of the Foreign Investment Agency, under the Ministry of Planning and Investment, foreign investors spent US$2.64 billion to purchase shares. Positive factors are opening a new era for M&A activities in Viet Nam with a number of opportunities for breakthrough and making M&A become a crucial investment attraction channel in the time ahead. M&A market in Viet Nam expects strong developments in the issuance and realization of policies as well as connectivity, trade transactions and innovation of buyers and sellers. 16 Doing business in Vietnam 2020. Investing in Vietnam, Engaging the world SETTING UP AN INVESTMENT IN VIETNAM 17 C SETTING UP AN INVESTMENT IN VIETNAM ESTABLISHING A NEW BUSINESS ENTITY Some main corporate forms of doing business in Vietnam include: (1) Limited-liability company INVESTMENT VIA M&A with one or more members; (2) Joint-stock company; (3) OTHER FORMS OF INVESTMENT (i.e. participating in contractual business forms or purchasing stakes of an existing enterprise) LIMITED LIABILITY COMPANY Liabili Li ted mi ty Compa ny Established by capital contribution Maximum of 50 members Not allowed to issue shares 18 Members are liable for the nancial obligations within the capital contributed Partnership; (4) Business Cooperation Contract; and (5) Public-Private Partnership Contract. A limited liability company is a legal entity established by capital contribution which is treated as equity (or charter capital) from its members. A limited liability company is not allowed to issue shares. The total number of members in a limited liability company is restricted to 50 (applied to form of a limited liability company with more than two members). Members of a limited liability company the limited liability company within the capital contributed – or undertaken to be contributed - to the company. A limited liability company may be established by foreign investors either in one of the two following forms: i. A 100% foreign-owned enterprise (where all members are foreign investors); or ii. A joint-venture enterprise with at least one Vietnamese investor. Doing business in Vietnam 2020. Investing in Vietnam, Engaging the world p Com any Joint Sto ck JOINT STOCK COMPANY Established by its founding shareholders on the basis of their subscription of shares At least three shareholders (with no maximum number of shareholders) A joint stock company is a legal entity established by its founding shareholders on the basis of their subscription of shares of the joint stock company. The charter capital of a joint stock company is divided into shares and each founding shareholder holds a number of shares corresponding to their subscribed and paid-up shares in the joint stock company. A joint stock company is required to have at least three shareholders (with no maximum number of shareholders). A joint stock company may take the form of either (i) 100% foreign-owned; or (ii) a joint venture between foreign and domestic investors. PARTNERSHIP sh rtner ip Pa Managing partners have unlimited liability for all obligations of the partnership Contributing partners only liable obligations of the partnership up to their contributed capital BUSINESS COOPERATION CONTRACT si Bu Co ness opera nC tio ontract Signed between foreign investors and Vietnamese investors without the creation of a new legal entity BCC’s parties hold unlimited liability for the of the BCC A partnership may be established between two individual managing partners. The managing partners have unlimited liability for all obligations of the partnership. Besides managing partners, a partnership may have contributing obligations of the partnership up to the value of their contributed capital. A Business Cooperation Contract (BCC) is normally signed between foreign investors and Vietnamese investors in order to carry out certain business activities. BCC is executed without the creation of a new legal entity. Instead, parties to a BCC shall establish a co-ordination board to implement and oversee the BCC. The investors to a BCC mutually agree on allocation of responsibilities and sharing of profits/losses arising from a BCC. BCC’s parties hold unlimited liability for the financial obligations of the BCC. 19 C SETTING UP AN INVESTMENT IN VIETNAM PUBLIC-PRIVATE PARTNERSHIP PublicPri eP vat artnership Comprise BOT, BT, BTO, BOO, BTL, BLT, O&M Contracts Set up on the basis of a contract between relevant government authorities and project companies to perform certain regulated infrastructure works and public services 20 A Public-Private Partnership (PPP) contract is an investment form set up on the basis of a contract between relevant government authorities and project companies to perform certain regulated infrastructure works and public services, e.g. transportation system, water supply system, power plants, educational and healthcare-related infrastructure, etc. PPP Contracts comprise Build-Operate-Transfer (BOT), Build-Transfer (BT), Build-TransferOperate (BTO), Build-Own-Operate (BOO), Build-Transfer-Lease (BTL), Build–LeaseTransfer (BLT) and Operate-Manage (O&M) Contracts. After signing PPP contracts with an authorized state agency, foreign investors must establish a project company in the form of a limited liability company or a joint stock company. PPP contracts clearly set out the rights and obligations of foreign investors to such contracts. MERGERS AND ACQUISITIONS The legal framework for M&A is set out under the Law on Enterprise and Law on Investment and their guiding documents, which cover conditions, procedures and tax consequences of such activities. The Competition Law also has an effect on M&A activities. Where a merger or acquisition may result in a legal entity with a market share accounting for 30% to 50% of the relevant market, the legal representative of such entity must notify the competition management body before the merger/acquisition is implemented, unless the law provides otherwise. A merger or acquisition that results in a new entity with its market share accounting for more than 50% of the relevant market is prohibited, unless otherwise stipulated in the Competition Law. Other investment forms All indirect investment activities of foreign investors in Vietnam must be conducted in Vietnamese Dong via an indirectly-invested capital account opened at a permitted bank. Balances in indirectly-invested capital accounts of foreign investors cannot be converted into time deposits, or saving deposits at credit institutions and foreign bank branches. Below are examples of frequently-conducted indirect investment activities in Vietnam. Capital contribution, sale/purchase of shares or contributed capital in Vietnamese enterprises without directly participating in the enterprise management and administration Sale/purchase of other valuable papers in Vietnamese dong permitted to issue within Vietnam’s territory by organizational residents Capital contribution, transfer of contributed capital in securities investment funds and fund management enterprises in accordance with the laws on securities Sale/purchase of bonds and other types of stocks in the Vietnamese securities market 21 C SETTING UP AN INVESTMENT IN VIETNAM SETTING UP A NEW BUSINESS PROCEDURES FOR COMPANY SET-UP In order to legally carry out business activities in Vietnam, foreign investors must register their investment with the appropriate licensing authorities. Under the new Law on Investment and Law on Enterprises, foreign investors now go through two steps: PROCEDURES FOR NEW COMPANY SET-UP Step 1 Location Selection Step 2 Step 3 15 days 3 days 5-7 days IRC Application ERC Application Public Notification (*) The timeline for setting-up projects prioritized by national or provincial Government shall be shortened. (**) Please note that IRC is required only for investments by foreign investors or deemed-to-be foreign investors (i.e. companies with more than 51% of charter capital held by foreign ownership). PROCEDURES FOR BRANCH, REPRESENTATIVE OFFICE SET-UP Step 1 Location Selection 22 Step 2 Step 3 Step 4 7 days 5-7 days 5-7 days Seal/Tax ID Registration Public Notification RO/Branch License Application Doing business in Vietnam 2020. Investing in Vietnam, Engaging the world As part of the set-up procedures, various types of documents will be required depending on the type of company/business activities that is being set up, etc. All legal documents issued by overseas authorities must be translated into Vietnamese and must be validated by the Vietnamese Embassy in the home country of the investor. RELEVANT LICENSING AUTHORITIES IRC CERTIFICATE ERC Projects located INSIDE industrial zones, export processing zones, high-tech zones & economic zones Provincial Management Board of Industrial/ Economic Zones Projects located OUTSIDE industrial zones, export processing zones, high-tech zones & economic zones Provincial Department of Planning and Investment Provincial Department of Planning and Investment LIQUIDATION AND CLOSING BUSINESS The termination, liquidation, or dissolution, of an enterprise shall occur in the following circumstances: The operation period in the company’s charter expires without a decision on extension Failure to maintain minimum required number of members for 6 consecutive months without business conversion The dissolution is decided by owners/ general partners/ board of members/ shareholders Business Registration 23 C SETTING UP AN INVESTMENT IN VIETNAM The company shall be dissolved only when all debts and liabilities are settled and the company is not involved in any dispute at a court or arbitration body. The liquidation procedures generally take about 6 - 12 months, which normally Step 1 NOTIFICATION OF DISSOLUTION DECISION 7 days from approval date Step 2 National Business Registration Portal Employees Tax Authority SUBMIT DISSOLUTION DOSSIERS & RETURN IRC/ERC 5 days from debt clearance date 24 Tax Authority TAX FINALISATION / TAX AUDIT & TAX CODE CANCELLATION 2-3 months Step 3 Business Registration Authority Business Registration Authority Doing business in Vietnam 2020. Investing in Vietnam, Engaging the world D TAXATION AND CUSTOMS D TAXATION AND CUSTOMS 25 I. TAXATION The Vietnamese tax system is comprised of the following: i. Corporate Income Tax (CIT); ii. Personal Income Tax (PIT); iii. Value Added Tax (VAT); iv. Foreign Contractor Withholding Tax (FCWT); and v. Other taxes (i.e. Special Sales Tax, Import & Export Duties, Natural Resources Tax, Property Tax, Environment Protection Tax, Business License Duty & Registration Fee). All taxes are levied at the national level. There are no local taxes. Please refer to the following pages for your further reading. Page Type of Tax 26 Corporate Income Tax 28 Personal Income Tax 34 Value Added Tax 39 Foreign Contractor Withholding Tax 44 Other Taxes 51 Special Sales Tax 51 Environment Protection Tax 52 Doing business in Vietnam 2020. Investing in Vietnam, Engaging the world D TAXATION AND CUSTOMS TAX COMPLIANCE TIMELINE NO. TAX TYPE/ TIME LIMIT MONTHLY QUARTERLY FINALIZATION 20 day of the following month 30 day of the following quarter 90th day from N/A (provisional payment only) th th or calendar year-end date 1 Corporate Income Tax 2 Personal Income Tax (*) (calendar year) 3 Value Added Tax (**) N/A 4 Foreign Contractor Withholding Tax 10th day following the payment day; or 20th of the month following the payment month if registering to file FCWT on a monthly basis 5 Compulsory Social/ Health/ Unemployment Insurance The last day of the month 6 Stamp Duty Upon occurrence 7 Export Duty Upon occurrence 8 Import Duty Upon occurrence 50 shall be applicable. 12-month operation within a 50 billion or less, otherwise the monthly basis or quarterly basis. 27 CORPORATE INCOME TAX (CIT) TAXPAYERS 1 2 Foreign enterprises with or without Permanent Establishment (PE) Vietnamincorporated enterprises Branches/Agents Service establishment Plants/ Construction sites Others TAX CALCULATION CIT PAYABLE = TAX RATE X ASSESSABLE INCOME Assessable Income Total Revenue Deductible Expenses Other Income Carried Loss 1. (Total revenue – Deductible expenses) is considered an income from main business activities. Such income is entitled to CIT incentives, if any. 2. Normally, other forms of income are not entitled to CIT incentives, and thus, shall be subject to the standard CIT rate of 20 per cent. Other income includes gains from foreign exchange revaluation, income from disposal of fixed assets, interest income, ect. not related to main business. Tax Rates From 1 January 2016, the standard CIT rate is 20 per cent. The CIT rate for enterprises operating in exploration and mining of petroleum, gas, and other rare and precious natural resources shall range from 32 per cent to 50 per cent, depending on the project locations and conditions. 28 Doing business in Vietnam 2020. Investing in Vietnam, Engaging the world D TAXATION AND CUSTOMS TAX INCENTIVES COMMENCEMENT RULE Preferential tax rate Generally, preferential tax rate is applicable from the first revenue-generation year; except high-tech enterprises or projects. Tax holiday Generally, tax holiday is available from the first profit-making year or the fourth revenue-generation year, where applicable, except high-tech enterprises. BY LOCATION ACTIVITIES CIT INCENTIVES PREFERENTIAL TAX RATE TAX HOLIDAY With especiallly difficult socio-economic conditions • Economic Zones • High-tech Zones, including concentrated information technology parks established under the Prime Minister’s decision 10% for 15 years • 4 years of tax exemption; and • 50% reduction for the next 9 years • With difficult socio-economic conditions 17% for 10 years • 2 years of tax exemption; and • 50% reduction for the next 4 years • Industrial Parks (which are not located in the favorable socio-economic locations) Not applicable • 2 years of tax exemption; and • 50% reduction for the next 4 years 29 BY SECTOR The current incentive scheme is applicable for sectors that are prioritized for investment under the Government’s development policies. ACTIVITIES (for example) PREFERENTIAL TAX RATE TAX HOLIDAY • High-tech enterprises (including science and technology enterprises); research, application, and incubation of hi- technology projects • Environmental protection • Investment for infrastructure development (water plant, power, road, port, etc.) • Software production • Supporting industries 10% for 15 years • 4 years of tax exemption; and • 50% reduction for the next 9 years • Socialised projects in regions with difficult/especially difficult socio-economic conditions 10% for whole project’s duration • 4 years of tax exemption; and • 50% reduction for the next 9 years • Socialised project not located in 10% for whole project’s duration • 4 years of tax exemption; and • 50% reduction for the next 5 years 10% for whole project’s duration • Tax exemption and reduction under incentives for location (if applicable) economic regions • Farming, husbandry, processing of regions; forestry in difficult regions; production of plant varieties, animal breeds; production of salt; preservation of agriculture products, aquaculture products and foods, etc. 30 CIT INCENTIVES Doing business in Vietnam 2020. Investing in Vietnam, Engaging the world D TAXATION AND CUSTOMS ACTIVITIES (for example) • Farming, husbandry, processing of agriculture and aquaculture products CIT INCENTIVES PREFERENTIAL TAX RATE TAX HOLIDAY 15% for whole project’s duration • Manufacturing of steel, energy saving 17% for 10 years products, machinery and equipment serving agriculture, forestry, fisheries and salt production, traditional crafts, etc. BY BUSINESS SCALE Investment incentives are granted to large projects manufacturing projects (excluding those in product manufacture subject to special sales tax or those in mineral resources exploitation) having either: 1. Total capital of VND 6,000 billion or more, disbursed within 3 years since being licensed with: - Minimum annual revenue of VND 10,000 billion by the 4th year of revenue generation at the latest; or - Regularly employing more than 3,000 employees by the 4th year of operation at the latest. 2. Total capital of VND 12,000 billion or more, disbursed within 5 years since being licensed and using technologies being evaluated under the Law on Hi-technology, and the Law on Science and Technology. ACTIVITIES • VND 6,000 billion capital project (1) • VND 12,000 billion capital project (2) CIT INCENTIVES PREFERENTIAL TAX RATE 10% for 15 years TAX HOLIDAY • 4 years of tax exemption; and • 50% reduction in tax for the next 9 years 31 DEDUCTIBLE EXPENSES An expense might be deductible for CIT purpose if the following conditions are met: 1 Actually incurred and relevant to the company’s business activities 3 Payments above VND 20 million must be supported by bank payment vouchers or deemed as made via banks Supported by proper documents Not in the list of non-deductible expenses 2 4 In addition, payments above VND 20 cap of one-month average monthly salary; million must be supported by bank • Costs of raw materials, supplies, payment vouchers (or deemed as fuel, power and goods exceeding the made via bank) to be deductible. reasonable consumption levels as NON-DEDUCTIBLE EXPENSES stipulated by the Government; • Interest on loans from non-economic Below are notable examples of non-deductible expenses: • Depreciation expenses of fixed assets not in accordance with prevailing regulations, i.e. (i) not for business purpose; (ii) not supported by proper documentation; and (iii) exceeding the regulated depreciation rates; • Labor expenses recorded but not actually paid or not stipulated with clear conditions and amounts under labor contracts, collective labor agreements or company’s financial policies; and non-credit organizations exceeding 1.5 times of the interest rate announced by the State Bank of Vietnam; • Interest expenses exceeding 20% EBITDA for enterprises having relatedparty transactions; • Interests on loans corresponding to the portion of charter capital not yet contributed in accordance with registered contribution schedule; • Periodical accrued expenses not paid or not fully paid at the end of the period; losses, inventory devaluation, bad debts, product warranties or 32 Doing business in Vietnam 2020. Investing in Vietnam, Engaging the world D TAXATION AND CUSTOMS construction works, vocational risks activities. Losses from the transfer not in accordance with the prevailing of real estate, investment projects, regulations; rights to participate in investment • Unrealized foreign exchange losses projects (except for mineral due to the year-end revaluation of foreign exploitation and exploration currency items other than account payables; • Overhead costs allocated to the Permanent Establishment (PE) by foreign companies exceeding the amount from other business activities. TAX DECLARATION AND PAYMENT Enterprises are not required to determined based on the revenue-based submit the quarterly CIT declaration allocation ratio; returns. However, provisional • Contributions to voluntary pension payments are still compulsory and funds and purchase of voluntary pension will be calculated and settled based insurance, life insurance for employees on best estimation. In case the exceeding VND 3 million/person/month; payment interests, etc.; the sum of provisional CIT payments • Donations other than certain donation is more than 20 per cent of the CIT contributions for education, health care, natural disaster or building charitable excess of 20 per cent shall be subject homes, etc.; to late tax payment interest. • Certain expenses related to the issuance, purchase and sale of shares. LOSSES Tax loss is carried forward within prepared and submitted to the tax authorities within 90 days from the tax liabilities arising from the tax a maximum period of 5 years after the loss-making year. The tax loss payments made quarterly shall generated from January 2009 be settled within 90 days from the end of fiscal year. must be carried forward consecutively even during the tax exemption period. Carry-back of tax loss is not allowed. The standard tax year is the calendar year. However, enterprises are able to Losses from incentive business adopt a tax year, i.e. fiscal year, which income from non- incentive upon notification to tax authorities. is different from the calendar year 33 PERSONAL INCOME TAX (PIT) OVERVIEW TAXPAYER TAX RESIDENT TAX NON-RESIDENT Taxable income Worldwide income Vietnam-sourced income Tax rate on employment income Progressive rate (5~35%) Flat rate (20%) Tax calculation Assessable Income = Taxable Income - Deductions Assessable Income = Taxable Income Deduction Personal deduction Dependent deduction Compulsory and (capped) voluntary insurance contribution Charitable or humanitarian donation No deduction is claimed Tax relief Foreign tax credit is allowed on the foreignsourced income Tax treaty exemption may be applicable if conditions are met TAX RESIDENCY An individual is a tax resident if he/she meets one of the following conditions: • Residing in Vietnam for 183 days or more in 12 consecutive months from the first arrival date or in a calendar year; • Having a registered permanent residence in Vietnam as recorded by a temporary/permanent residence card; • Having rented a house in Vietnam with a term of 183 days or more within a tax year. Present in Vietnam for 183 days or more House lease contract of 183 days or more Permanent/ Temporary residence card Note: An individual having registered address or rented house over 183 days but residing less than 183 days in Vietnam may still be a tax resident if being unable to prove residency of another country. 34 Doing business in Vietnam 2020. Investing in Vietnam, Engaging the world D TAXATION AND CUSTOMS Tax residents are subject to PIT in remuneration and fringe benefits Vietnam on their world-wide income whether in cash or in kind. However, regardless of where such income is certain income items are not subject to paid, earned or charged. Worldwide tax, typically: employment income is subject to tax at • Once-off relocation allowances for progressive tax rates ranging from 5 example, paid to foreigners first time per cent to 35 per cent depending on comes to work in Vietnam; or Vietnamese income level. citizens residing overseas return to Individuals who do not satisfy any of work in Vietnam; the above condition are classified as • Transportation allowance: from non-residents and subject to tax only home to work and vice versa under the on Vietnam-sourced income. The rate Company’s policy; applicable to tax non-residents’ • Wedding and funeral allowances Vietnam- sourced employment income under the Company’s policy and being is currently fixed at 20 per cent. capped at one-month average monthly Both residents and non-residents are salary; also subject to PIT in Vietnam on • Airfare in kind one round trip per incomes of non-employment nature year for employee to travel back to which are taxed at different flat rates. home country; TAX YEAR • Tuition fee in kind for children to study from nursery to high school level The Vietnamese standard PIT reporting at host country; period is the calendar year. For foreign • Insurance premium: voluntary individual, the fist tax year will be the non-accumulative insurance for health 12-consecutive-month-period from the & death; first arrival date in Vietnam in case the • Membership/ healthcare/ entertainment individual is present in Vietnam for in kind & non-identified beneficiary; less than 183 days during the first • Supports for cure of fatal diseases to calendar year. From the second year, employees (and close family members); the tax year will be the calendar year. • Per-diem: Fully exempted if paid EMPLOYMENT INCOME Employment income includes under the Company’s policy; • Housing allowance: In excess of 15 per cent of total taxable income; salaries and wages, and all forms of 35 • Uniform allowance in cash below VND 5 million/year or in kind; TAX RELIEF FOREIGN TAX CREDIT • Overtime in excess of the normal rate. A tax resident is entitled to claim for Foreign Tax Credit (i.e. the NON-EMPLOYMENT INCOME amount of tax paid overseas Non-employment income includes according to overseas regulations) income from business, capital against their Vietnamese PIT on the investment, inheritance, gifts, foreign-sourced income; however, the prize winnings, transfer of capital, creditable amount shall not exceed the transfer of real estate, sale of shares/ Vietnamese PIT payable according to securities, royalties, franchising, copyrights, etc. which are subject to income arising overseas. TAX TREATY RELIEF TAX DEDUCTIONS A tax non-resident may enjoy PIT Tax residents of Vietnam are entitled to exemption in Vietnam via tax treaty the following deductions from taxable application if certain conditions income: under the treaty are met. To enjoy • A personal deduction of VND 9 million per month; are required. spouse, children and other eligible persons including parents in the amount of VND 3.6 million per dependent per month (provided that certain conditions are met); • Eligible charitable or humanitarian donations; • Compulsory social insurance, health insurance and unemployment insurance paid by employees; and • Contribution to private pension fund made by the employer and the employee capped at VND 1 million per month pursuant to the Ministry of Finance’s guidance. 36 TAX RATES Employment Income MONTHLY ASSESSABLE INCOME (million VND) TAX RATE RESIDENTS Up to 5 5% Over 5 to 10 10% Over 10 to 18 15% Over 18 to 32 20% Over 32 to 52 25% Over 52 to 80 30% Over 80 35% NONRESIDENTS 20% Doing business in Vietnam 2020. Investing in Vietnam, Engaging the world Non-Employment Income (applicable to both residents & non-residents) NON-EMPLOYMENT INCOME TAX RATE Business Income 1% - 5% on revenue *Depending on type of business Capital investment, i.e. interest, dividends (except for bank interest) 5% Capital transfer 20% on net gains for tax resident; 0.1% on sales proceeds for non-resident Securities / JSC share transfer 0.1% on sales proceeds Real estate transfer 2% on sales proceeds Income from winning prizes (in excess of VND 10 million) 10% Income from copyright (in excess of VND 10 million) 5% Income from royalty/ franchising (in excess of VND 10 million) 5% Income from gifts / inheritances (in excess of VND 10 million) 10% 37 TAX DECLARATION AND PAYMENT Each individual taxpayer must register for a personal tax code prior to the time limit for his first PIT filing. In case the employer makes tax registration for employees earning income from salaries or wages and tax registration for employees’ dependents, the registration deadline shall be within 10 working days before the submission of annual PIT finalization return. Monthly Quarterly TYPE OF INCOME DEADLINE Employment income received from Vietnamese employers ′s return) 20th day of the following month Employment income received from Vietnamese employers ′s return) 30th day of the following quarter Employment income received via Company′s return) Non-employment income 10th day from the date of arising income TAX FINALIZATION Tax residents are required to file the PIT finalization return and settle outstanding PIT liabilities within 90 days from the end of the tax year. Residents foreign expatriates terminating their Vietnam assignment must file PIT finalization dossiers prior to their departure dates (or within 45 days from departure dates in case of authorization following a recent specific guidance) 38 Doing business in Vietnam 2020. Investing in Vietnam, Engaging the world D TAXATION AND CUSTOMS VALUE ADDED TAX (VAT) SCOPE OF APPLICATION VAT is imposed on goods and services used for production, trading and consumption in Vietnam (including those purchased from overseas organizations and individuals). TAX RATES There are three types of VAT treatment: non-taxable items; items not required to declare VAT and taxable items (at 0 per cent, 5 per cent and 10 per cent VAT rate). Below are some notable cases: NON-TAXABLE • Land use rights; • Insurance related to human; • Loan, credit services; • Education and vocational training according to prevailing regulations; • Medical services; • Machinery and equipment not locally produced, imported for some specific purpose; • Temporarily imported goods; • Capital transfer transactions between non-tariff zones and overseas; • Intellectual property rights, software (except exported software); • Unprocessed or semi-processed products of cultivation, agriculture, aquaculture; animal breeding stock, seedlings, salt products, etc.; • Imported goods/services for humanitarian aid; • Exported products directly processed from main materials being natural resources and/ or minerals whose total value plus energy cost makes up at least 51% of the prime cost. 39 DECLARATION NOT REQUIRED • Compensation, financial income; • Project transfer; • Transfer of assets within a company and dependent units; • Capital contribution by assets; • Commission for some agent services. TAXABLE 40 0% Export goods and services; International transportation; Aviation and maritime services provided either directly for foreign entities or through agents 5% Clean water, pesticide, services for digging, embanking, dredging of canals, agricultural machinery and equipment, sugar and by-products, medical equipment, teaching aids, artistic, sports activities, etc. 10% Standard VAT rate, applicable to goods and services other than those mentioned above D TAXATION AND CUSTOMS TAX CALCULATION CREDIT METHOD For general business activities, VAT The credit method is adopted by liabilities must be paid to local tax enterprises maintaining complete authorities where general business books of accounts, invoices and activities take place while for imported goods, VAT liabilities will be collected by customs authorities upon importation. There are two methods for VAT declaration: Credit method and Direct method. • Credit method: VAT liabilities are calculated by offsetting input VAT with output VAT; • Direct method: VAT liabilities for specific goods and services are calculated by using the deemed VAT documents in accordance with relevant regulations, including: • Enterprises with annual revenue subject to VAT of more than VND 1 billion; • Enterprises in other cases who voluntarily register for VAT declaration under credit method. VAT calculation under credit method: VAT PAYABLE OUTPUT VAT INPUT VAT rates. OF WHICH Output VAT shall be equal to the total VAT on goods or services sold as stated in the VAT invoice. Input VAT shall be: - VAT amount as recorded in all VAT invoices for the purchase of goods or services; - VAT amount stated on receipts for VAT payment on imported goods; - VAT amount stated on receipts for VAT payment on behalf of foreign contractors. In order to claim deductible input VAT, taxpayers must obtain the following documents for each type of goods/services purchased: GOODS/SERVICES LOCALLY PURCHASED IMPORTED GOODS PAYMENTS ON BEHALF OF FOREIGN CONTRACTORS VAT invoice VAT payment receipt (*) Non-cash payment voucher Customs returns (*) Non-cash payment vouchers are only required for payments of VND 20 million or more (inclusive of VAT). 41 In case the credit method is applied, taxpayers should note the following principles regarding credits: VAT OUTPUT CORRESPONDING INPUT Non-taxable Nil Not eligible for credit Declaration not required Nil May be credited Taxable (0%) Nil May be credited Taxable (5%, 10%) Yes May be credited If goods/services/fixed assets are used for the production/trading of both taxable good/services and non-taxable goods/services, then only the input VAT of goods/services/fixed assets used for the production/trading of taxable goods may be used for credit. Taxpayers must separate the credit-eligible input VAT from non-credit-eligible inputs. Otherwise, the input VAT shall be credited based on the ratio of the revenue of goods/services subject to VAT and not required for VAT declaration to the total revenue from sales of goods/services. DIRECT METHOD The direct method is adopted in the following cases: • Enterprises with annual revenue subject to VAT of less than VND 1 billion unless they voluntarily register for credit method; • Enterprises not maintaining proper books of accounts and foreign organizations/ individuals carrying out business activities not regulated under the Law on Investment; • Business individuals and households; • Enterprises engaging in trading in gold, silver and precious stones. VAT calculation under direct method: VAT PAYABLE REVENUE OF WHICH, THE APPLICABLE VAT RATES SHALL BE: 42 VAT RATE • 1% Distribution; supply of goods • 5% Services; construction excluding supply of materials • 3% Manufacturing; transportation; services attached to the supply of goods; construction, including supply of materials • 2% Other cases Doing business in Vietnam 2020. Investing in Vietnam, Engaging the world D TAXATION AND CUSTOMS For those enterprises engaging in the business of gold, silver and precious stones, VAT payable shall be calculated as 10% of the added value. The value added of gold, silver, and precious stones equals their selling price minus their purchase price which are recorded by proper VAT invoices or payment receipts/ vouchers. TAX DECLARATION AND PAYMENT Monthly VAT declaration shall be applied in most cases and is to be filed by the 20th day of the following month. Quarterly VAT declaration is applicable to taxpayers with total turnover from sales of goods/ services of the preceding year not exceeding VND 50 billion. The deadline for quarterly VAT filing is by the 30th of the following quarter. Where the taxpayer are eligible for quarterly VAT declaration wish to instead file VAT monthly, they shall submit a notification to tax authorities not later than the deadline for VAT declaration in the first month of the tax year. VAT finalization is not required. TAX REFUND From 1 July 2016, taxpayers can only claim VAT refund from tax authorities in the following common cases: • New projects of taxpayers who adopt the VAT-deduction method that are in the pre-operation investment period, and with a total accumulated input VAT exceeding VND 300 million (some exceptions may apply); f local sales) with an amount exceeding VND 300 million (but capped at 10% of export revenue), except: goods imported then re-exported; Customs Law. From 1 February 2018 146/2017/ND-CP in addition to the above, business establishments importing and then exporting goods into VAT exceeding VND 300 million are re-allowed to enjoy VAT refund. E-Invoice Currently, taxpayers can choose between paper invoices or e-invoices. However, e-invoices must be used for all enterprises from 01 November 2020. 43 FOREIGN CONTRACTOR WITHHOLDING TAX (FCWT) TAXPAYERS FCWT is applicable to foreign organizations/individuals who conduct business or earn income in Vietnam on the basis of a contract/agreement with (i) a Vietnamese party (as a main foreign contractor); or (ii) another foreign contractor to implement part of the contractual scope of works (as a foreign sub-contractor). FCWT is a tax collection mechanism that normally comprises both CIT and VAT, but may also include PIT for payments to foreign individuals. SCOPE OF APPLICATION SUBJECT TO FCWT NOT SUBJECT TO FCWT Services Services provided or consumed inside Vietnam Services provided and consumed outside Vietnam Goods Supply of goods accompanied by services Supply of goods in which the delivery point is inside Vietnam Supply of goods not accompanied by services and the delivery point is overseas or outside border gate of Vietnam Others Construction & installation Interest Royalties Trademarks Penalty/compensation Income from transportation activities Security transfer IMPORTANT NOTE There is no dividend withholding tax in Vietnam on corporate shareholders. TAX DECLARATION There are three methods for FCWT declaration including: (i) Deemed method; (ii) Hybrid method; and (iii) Declaration method. While the Deemed method can be applied by foreign contractors without any specific conditions (and is the most common method, which can be applied), the Hybrid method and Declaration method require foreign contractors to satisfy the 44 Doing business in Vietnam 2020. Investing in Vietnam, Engaging the world D TAXATION AND CUSTOMS following conditions: • Maintaining a contract duration of 183 days or more; • Applying the Vietnamese Accounting System. NO. CRITERIA DEEMED METHOD DECLARATION METHOD HYBRID METHOD • Vietnamese Party • Foreign Contractor • Foreign Contractor VAT declaration • 10 days from payment date; or • Monthly • Monthly • Monthly CIT declaration • 10 days from payment date; or • Monthly • Quarterly • 10 days from payment date; or • Monthly Finalization • 45 days from contract termination date • 90 days from the end of • 45 days from contract termination date, applied for CIT • 45 days from contract termination date • VAT = Taxable income x deemed rate • CIT = Taxable income x deemed rate • VAT = Output VAT – Input VAT • VAT = Output VAT – Input VAT • CIT = Taxable income x CIT rate • CIT = Taxable income x deemed rate • No • Not compulsory • Not compulsory • Tax liability would be withheld before remittance • No detailed requirement requirements to 1 Filing responsibility 2 Compliance timeline 3 Tax calculation VAT CIT 4 5 Auditing Revenue/ before remittance 45 TAX RATES In case of the deemed method, the following rates shall be applied for some notable cases: ACTIVITIES VAT RATE CIT RATE Supply of goods in Vietnam or associated with services rendered in Vietnam (including in-country export- import, distribution of goods in Vietnam or delivery of goods where the seller bears risk relating to the goods in Vietnam) Exempt 1% Services 5% 5% Supply of goods attached to services where the value is separated: Goods portion Services portion 46 Exempt (for goods) 5% (for services) 1% (for goods) 5% (for services) Supply of goods and some services where value is not separated (*) 3% 2% Construction 3% or 5% 2% Loan interest Exempt 5% Income from royalties Risk of being taxed at 5% 10% Other cases where value is not separated Highest rate applicable Highest rate applicable Doing business in Vietnam 2020. Investing in Vietnam, Engaging the world D TAXATION AND CUSTOMS DOUBLE TAXATION AVOIDANCE AGREEMENT Vietnam has a solid tax treaty language and notarized, along with network, with most treaties following various Vietnamese Government the OECD - model treaty. Treaties forms. In the case the statutory generally provide for relief from deadline above is missed, taxpayers double taxation on all types of can still retain their right to claim tax income, limit the taxation by one treaty benefits as long as the notification country of companies’ residents in the is submitted within 3 year from the other and protect companies’ tax payment due date. residents in one country from The documentation can be submitted discriminatory taxation in the other. Vietnam’s treaties generally contain before the payment is made and Vietnamese tax is withheld, or OECD-compliant exchange of alternatively, after tax has been information provisions. withheld, in which case, the applicant Tax relief under Double Taxation would be seeking a tax refund. Avoidance Agreement (DTA) As of August 2019, Vietnam has signed application is not automatically granted. Instead, foreign taxpayers are required to submit certain notification dossiers to Vietnamese tax authorities within 15 days prior to the tax payment deadline. Notification dossiers normally include tax residence confirmation, which must be translated into the Vietnamese DTA agreements with 80 countries and territories around the world. The table below contains the withholding tax rates that apply to dividend, interest and royalty payments by Vietnamese companies to non-residents under a number of countries. 47 WITHHOLDING TAX RATES UNDER VIETNAM’S TAX TREATIES 48 Treaty Partner Dividends Interest Royalties Algeria (*) 15 15 15 Australia 10 10 10 Austria 5/10/15 10 7.5/10 Azerbaijan 10 10 10 Bangladesh 15 15 15 Belarus 15 10 15 Belgium (*) 5/10/15 10 5/10/15 Brunei Darussalam 10 10 10 Bulgaria 15 10 15 Cambodia 10 10 10 Canada 5/10/15 10 7.5/10 China 10 10 10 Cuba 5/10/15 10 10 Czech Republic 10 10 10 Denmark 5/10/15 10 5/15 Estonia 5/10 10 7.5/10 Egypt (*) 15 15 15 Finland 5/10/15 10 10 France 7/10/15 0 10 Germany 5/10/15 10 7.5/10 Hong Kong 10 10 7/10 Hungary 10 10 10 Iceland 10/15 10 10 India (*) 10 10 10 Indonesia 15 15 15 Iran 10 10 8/10 Ireland 5/10 10 5/7.5/10/15 Israel 10 10 5/7.5/15 Italy 5/10/15 10 7.5/10 Japan 10 10 10 Doing business in Vietnam 2020. Investing in Vietnam, Engaging the world D TAXATION AND CUSTOMS WITHHOLDING TAX RATES UNDER VIETNAM’S TAX TREATIES Treaty Partner Dividends Interest Royalties Kazakhstan 5/15 10 10/15 Korea (North) 10 10 10 Korea (South) 10 10 5/15 Kuwait 10/15 15 20 Laos 10 10 10 Latvia 5/10 10 7.5/10 Luxembourg 5/10/15 10 10 Macedonia (*) (**) (**) (**) Malaysia 10 10 10 Malta 5/15 10 5/7.5/10/15 Mongolia 10 10 10 Myanmar 10 10 10 Morocco 10 10 10 Mozambique 10 10 10 Netherlands 5/10/15 10 5/10/15 New Zealand 5/15 10 10 Norway 5/10/15 10 10 Oman 5/10/15 10 10 Panama 5/7/12.5 10 10 Pakistan 15 15 15 Palestine 10 10 10 Philippines 10/15 15 15 Poland 10/15 10 10/15 Portugal (*) 5/10/15 10 7.5/10 Qatar 5/12.5 10 5/7.5/10 Romania 15 10 15 Russia 10/15 10 15 San Marino 10/15 10/15 10/15 Saudi Arabia 5/12.5 10 7.5/10 Serbia 10/15 10 10 49 WITHHOLDING TAX RATES UNDER VIETNAM’S TAX TREATIES Treaty Partner Dividends Interest Royalties Seychelles 10 10 10 Singapore 5/7/12.5 10 5/10 Slovakia 5/10 10 5/7.5/10/15 Spain 7/10/15 10 10 Sri Lanka 10 10 15 Sweden 5/10/15 10 5/15 Switzerland 7/10/15 10 10 Taiwan 15 10 15 Thailand 15 10/15 15 Tunisia 10 10 10 Turkey 5 10 10 United Arab Emirates 5/15 10 10 Ukraine 10 10 10 United Kingdom 7/10/15 10 10 United States (*) 5/15 10 5/10 Uzbekistan 15 10 15 Venezuela 5/10 10 10 Notes: (*) These DTAs and the protocols for DTAs have been not yet in force. (**) The content of some new DTAs were not available at the time this Investment Guide was prepared. 50 Doing business in Vietnam 2020. Investing in Vietnam, Engaging the world D TAXATION AND CUSTOMS OTHER TAXES SPECIAL SALES TAX Special Sales Tax (SST) taxpayers include producers and importers of goods and providers of services that are subject to SST. SST rates are presented in the table below: GOODS/SERVICES Cigarettes, other products derived from tobacco plants • From 1 January 2016 to 31 December 2018 • From 1 January 2019 Spirit/Wine a) Spirit/Wine with ABV ≥ 20° • From 1 January 2018 b) Spirit/Wine with ABV < 20° • From 1 January 2018 Beer • From 1 January 2018 Automobiles having fewer than 24 seats TAX RATES (%) 70 75 65 35 65 5~150 Motorcycles with cylinder capacity above 125cm3 20 Aircraft/Yacht 30 Gasoline 7~10 Playing cards 40 Votive papers 70 Dancing club business 40 Massage, karaoke business, betting business 30 Casino business, electronic casino game business 35 Golf course business 20 Lottery business 15 51 ENVIRONMENT PROTECTION TAX Environment protection taxpayers are organizations, households and individuals producing and/or importing goods that are subject to the environment protection tax. The tax rates are presented in the table below: UNIT TAX RATE (VND/ UNIT) Liter/kg 300-1,000 Coal ton 10,000-20,000 HCFC solution kg 4,000 Taxable plastic bags kg 40,000 Herbicides restricted from use kg 500 Termiticides restricted from use kg 1,000 Forest product preservatives restricted from use kg 1,000 Storehouse disinfectants restricted from use kg 1,000 GOODS Petrol, oil and grease REGISTRATION FEE Organizations and individuals having properties subject to registration fee must pay the registration fee when registering the ownership and usage rights previously called registration tax. II. CUSTOMS DUTY AND PROCEDURES EXPORT DUTY Exports are the factor that drives the growth of the Vietnamese economy; therefore, most of common goods are not subject to export duty. Export duty is applicable to only the duty rates ranging up to 40 per cent. IMPORT DUTY Import duty is generally applied to goods physically crossing or “considered as crossing” duty rates, which are determined border based on HS codes and the origins of the goods. Goods originating categorized as follow: 52 Doing business in Vietnam 2020. Investing in Vietnam, Engaging the world D TAXATION AND CUSTOMS IMPORT DUTY RATE Special preferential rates MFN rates Ordinary rates Imports from countries that have an FTA with Vietnam. For example: Korea, Japan, China, Chile, India, the ASEAN members, New Zealand, Russia, and the EU. Imports from countries that maintain the Most Favored Nation (MFN) status with Vietnam. The MFN rates are in accordance with Vietnam’s WTO commitments and are applicable to goods imported from other member countries of the WTO. Imports from countries that neither maintain the MFN status with Vietnam nor have an FTA with Vietnam. Ordinary rates are generally 50% higher than MFN rates. of Origin (“C/O”) accompanying the imported goods. es, including not only domestic customs regulations but also guidance issued by the World Customs Organization DUTIABLE VALUE EXEMPTION valuation methods in accordance with applicable for certain cases including the WTO Valuation Agreement, in which but not limited to the followings: transaction value (i.e. the price paid or • Raw materials, supplies and components imported for the processing of goods for export and finished products for use in the processed goods; • Materials, supplies, components imported for the manufacturing of goods for export; • Machinery & equipment, specialized means of transportation and The dutiable value is determined by six payable for the imported goods, and where appropriate, adjusted for certain dutiable priority. Only when the transaction value is methods for customs valuation be used. Besides import duty, imported goods might also be subject to import VAT, SST Import duty exemption might be and environment protection tax – all are construction materials (which cannot declared and paid at the importation be produced locally) imported to form stage. 53 PRIORITY ENTERPRISE STATUS Businesses that are granted priority areas or encouraged sectors); enterprise status are entitled to various • Certain imports serving petroleum- privileges, waivers or exceptions of related activities; • Goods temporarily imported within a customs administrative requirements, including: • Waiver of certain document purposes. Import duty exemption is also applicable to import transactions of an Export Processing Enterprise (EPE). An EPE is considered as an EPE, a company must commit to export all of its products. All of the purchases in relation to the manufacture/processing of exported assets) are exempted from import duty requirements during customs clearance, customs inspection, etc.; • Exemption from the requirement of customs audit at customs offices • The customs authority may conduct post-clearance audit at the enterprise′s office only once every three years, on the basis of risk management, except for signs of violations of the legislation on customs. & import VAT. To apply for priority enterprise scheme, REFUND some of which are as follows: taxpayers must meet several conditions, A refund of import duties might be • Full compliance: No tax offence in two granted in certain cases, including but not consecutive years before the application. limited to the followings: • Annual export/import turnover: At • Goods for which import duties have been least USD 100 million in total; or USD 40 paid but which are not actually physically million for goods manufactured in imported; Vietnam; or USD 30 million for exported • Imported raw materials that are agriculture and sea foods manufactured not used and must be re-exported; • Imported materials serving the or grown in Vietnam. production of products to be sold in the domestic market, but actually used for the production of products to be Once accredited with priority enterprise status, the status is valid for three years. exported (either exported abroad or into the Export Processing Zone (EPZ)). 54 Doing business in Vietnam 2020. Investing in Vietnam, Engaging the world D TAXATION AND CUSTOMS CUSTOMS AUDIT For different business models, different typical customs risks might be triggered. TYPICAL RISKS MANUFACTURING/ PROCESSING FOR EXPORT EPE Inventory reconciliation TRADING & DISTRIBUTION N/A N/A N/A Customs valuation N/A Certificate of Origin N/A The above risks might be exposed before, during, or after the customs declaration are carried out. Typically, a customs audit shall be conducted if there is any signal that there may be acts of taxpayers that violate legal requirements, or in accordance with a specific inspection plan of the customs authorities. The audit might be performed either at the customs authority offices or at the taxpayer′s premises. 55 III. LAND RENTAL INCENTIVES Land rental incentives are mostly governed by the Land Law 2013, and implementing regulations (including Decree No. 46/2014/ND-CP, Decree No. 123/2017/ND-CP, List of encouraged field & sectors in Decree No. 118/2015/ND-CP and other specific regulations). LAND RENTAL EXEMPTION PERIOD PROJECT CONDITION 1. PROJECT ENJOYING EXEMPTION OF LAND RENTAL FEE FOR WHOLE RENTAL PERIOD • Project invest in specially encouraged investment sectors and in specially difficult socio-economic condition locations • Mega-projects having total capital of at least VND 6,000 billion(*) in specially encouraged investment sectors The whole rental period 2. PROJECT ENJOYING EXEMPTION OF LAND RENTAL FEE FOR DEFINITE PERIOD During the fundamental construction period of projects approved by the competent authorities. After this 03-year-exemption time, subject to certain conditions, the investment project could enjoy the land rental fee exemption for further period as below: Up to 3 years in the fundamental construction period • Project invest in encouraged investment sectors 3 years • Project invest in difficult socio-economic condition locations • Labor-intensive projects in rural areas using at least 500 labors(*) 7 years • Project invest in: Specially encouraged sectors; or Specially difficult socio-economic condition locations; or Encouraged sectors in difficult socio-economic locations • Labor-intensive projects in rural areas using at least 500 labors(*) in encouraged investment sectors • Mega-projects having total capital of at least VND6,000 billion(**) 11 years 15 years • Project invest in: Specially encouraged sectors in difficult socio-economic locations; or Encouraged sectors in specially difficult socio-economic locations • Labor-intensive projects in rural areas using at least 500 labors(*) in specially encouraged investment sectors • Mega-projects having total capital of at least VND6,000 billion(**) in encouraged investment sectors 56 Doing business in Vietnam 2020. Investing in Vietnam, Engaging the world D TAXATION AND CUSTOMS 3. OTHER SPECIFIC PROJECTS • Projects located in economic zones and hi-tech zones requested Minister ministerial Ministers Governmental agencies and Presidents of the People’s Committees of provinces Government or the Prime Minister (***) The Prime Minister shall consider and decide to grant the land rent exemption (*) Labor-intensive projects located in the rural areas using at least 500 full-time employees signing labor contract of more than one year since official operation (excluding those doing commercial housing business, or those manufacturing products subject to special sales tax (except automotive) or those exploiting mineral resources). (**) Mega-projects (excluding those doing commercial housing business, or those manufacturing products subject to special sales tax (except automotive) or those exploiting mineral resources), having total capital of VND 6,000 billion or more, disbursed within 3 years since being licensed. (***) Of note, the land rental fee exemption period for the projects located in economic zones and hi-tech zones could be 11 years, 13 years, 15 years, 17 years, 19 years or the whole rental period, which is regulated separately by Decree No. 35/2017/ND-CP dated 03 April 2017 of the Government (effective from 20 June 2017). 57 HUMAN RESOURCES AND EMPLOYMENT 58 E HUMAN RESOURCES AND EMPLOYMENT HUMAN RESOURCES AND EMPLOYMENT Vietnam is well-known for a disciplined, hard-working, and fastlearning population. Traditions emphasizing learning and respect for authority, as well as low wages and a high adult literacy rate, are often cited by investors as among the most attractive aspects of the country’s investment environment. EMPLOYEES’ RIGHTS AND REMUNERATION The legal framework for employment The wage and salary minimum pay relationships are currently set out rates schedules are applied, which vary under the Labor Code, which was by region. Regulations apply to enacted in 2012. The stated aims of overtime, leave and working week. the Labor Code and relevant guiding regulations are to create social An employee may be employed in any equality, to improve protection for geographical location not prohibited employees and employers, and to meet by law. An individual may be hired the country’s demand for regional and directly by an enterprise or via an international integration. employment service organization. Workers generally must be at least directly in the local market. All 15 years old (except for apprentices enterprises must report biannually to working in approved trade training the provincial department of labor on centers, who must be at least 13). their employment levels and projected employment needs. 59 WORKING TIME Weekly hours: 40 – 48 Daily break: 1 hour Daily hours: 8 Overtime: 200 hours/year (300 hours in special cases) Overtime payment must be at least 150% of regular wages on normal work days, at least 200% on weekends and at least 300% on public holidays and paid leave days. WAGES AND BENEFITS According to Decree No. 90/2019/ND-CP, the region-based minimum monthly wages applied from 1 January 2020 are as follows: Region I Region II Region III Region IV VND 4,420,000 VND 3,920,000 VND 3,430,000 VND 3,070,000 OF WHICH • Region I includes urban Hanoi, Hai Phong, Ho Chi Minh City, Dong Nai, Binh Duong and Ba Ria – Vung Tau • Region II includes rural Hanoi, Hai Phong, Ho Chi Minh City and medium- sized cities and towns 60 • Region III includes small-sized cities and towns • Region IV includes the remaining less developed areas of Vietnam Doing business in Vietnam 2020. Investing in Vietnam, Engaging the world E HUMAN RESOURCES AND EMPLOYMENT SOCIAL INSURANCE (SI), HEALTH INSURANCE (HI) AND UNEMPLOYMENT INSURANCE (UI) The Vietnamese compulsory SIHIUI scheme is applicable to Vietnamese national 3 months or above. Foreign employees, however, shall only be subject to the mandatory Vietnamese HI scheme in the same manner as Vietnamese national employees. Currently, the SIHIUI contributions for eligible employees are based on the following prescribed rates: TYPE OF INSURANCE EMPLOYEE CONTRIBUTION EMPLOYER CONTRIBUTION TOTAL SI 8% 17.5% 25.5% HI 1.5% 3% 4.5% UI 1% 1% 2% TOTAL 10.5% 21.5% 32% 1 July 2019, the common minimum salary being the basis for the SIHI contribution is VND 1,490,000. The SIHI contribution then is computed at the lower of the contracted gross income or 20 times the monthly common minimum salary, currently capped at VND 29,800,000. The cap of UI is 20 times of the common regional salary, e.g. VND 83,600,000 for Region I. 61 TERMINATION OF EMPLOYMENT Pursuant to the current Labor Code, a labor by a court as to have lost civil act contract is terminated in the following cases: capacity, be missing or dead. 1. The labor contract expires. 2. The work stated in the labor 7. The individual employer dies or is declared by a court to have lost civil act capacity, be missing or contract has been completed. 3. Both parties agree to terminate the labor contract. 4. The employee fully meets the requirements on the time of the social insurance contributions and the retirement age (60 for males and 55 for females). 5. The employee is sentenced to imprisonment or death, or is dead; the institutional employer terminates operation. 8. The employee is dismissed on disciplinary grounds. 9. The employee unilaterally terminates the labor contract. 10. The employer unilaterally terminates the labor contract; the employer lays off the employee prohibited from performing the job stated in the labor contract under a legally effective judgment or ruling a court. due to structural or technological changes or economic reasons, merger, consolidation or division of the enterprise or cooperative. 6. The employee dies or is declared The Labor Code also specifies certain cases where employer and employee may unilaterally terminate the labor contract, for example: employee’s failure to perform the contracted work; reduction in employer’s business scale due to force majeure events; employee’s inability to continue working due to illness, accidents or breach of discipline; etc. 62 Doing business in Vietnam 2020. Investing in Vietnam, Engaging the world E HUMAN RESOURCES AND EMPLOYMENT In case of unilateral termination, the employer is required to give 3 days’ under 12 months; 30 45 days’ for an apply to employees dismissed on disciplinary grounds. EMPLOYMENT TERMINATION ALLOWANCE Severance allowance Except for cases of dismissal on disciplinary grounds, the employee with working period of 12 months or above shall be entitled to severance allowance upon termination of a labor contract at the rate of half of one month’s salary for each working year. Job-loss allowance company allowance” instead of “severance allowance” from the employer if the employee has been employed for at least 12 company, each year of service and not less than two full months’ pay in total. • Calculation of severance and job-loss allowance Severance allowance Time basis Salary basis Job-loss allowance Time basis Salary basis 1/2 OF WHICH • Salary basis is the average of the working time of the employee monthly salary under the labor minus the time of UI contribution contract within the six consecutive and the time of being paid with months preceding the time of severance allowance from the contract termination. employer measured by the • Time basis is the total actual number of years. 63 E HUMAN RESOURCES AND EMPLOYMENT For employees being recruited after 1 January 2009 and having fully contributed to the compulsory UI scheme, the State Unemployment Agency shall be responsible for paying severance/job-loss allowance which is also referred to as unemployment allowance to these employees upon termination of labor contract. EMPLOYMENT OF FOREIGNERS To be employed in Vietnam, foreigners must meet the following requirements: • Be at least 18 years old; • Be in good health condition necessary to satisfy the job requirements; • Be in possession of high technical skills or considerable professional experience in production operation/management; • Be a manager, an executive director or an expert; and • Have no criminal convictions, civil record or pending criminal proceedings in Vietnam or abroad. WORK PERMIT & VISA APPLICATION Foreigners must obtain a valid possess at least 3 years of working work permit from the local Labor experience in relevant positions. Department before working in The maximum term of a work permit Vietnam, except for some special is 2 years. Renewal of a work permit cases, including “foreigners entering is required prior to its expiry if the Vietnam to hold the positions of foreign employee is still under the experts, managers, chief executive assignment term. In addition, a business visa is under 30 days and an accumulated statutorily required prior to a working period of under 90 days foreigner’s entry into Vietnam. Upon per year” as per the recently issued the expiry of the initial business visa regulations. This new provision opens (normally 3 months), applying for up new opportunities for expatriates either visa extension or a temporary working in Vietnam for a short-term residency card (TRC) is required. Since duration (i.e. less than 90 days) to the duration for visa extension is only be exempted from work permit less than 12 months, the TRC with a application. Yet, in order to enjoy such current limited period of up to 3 years exemption, the foreign experts must should be considered in case of long-term hold a Bachelor degree or above, and assignment. 64 Doing business in Vietnam 2020. Investing in Vietnam, Engaging the world FOREIGN EXCHANGE CONTROL 65 F FOREIGN EXCHANGE CONTROL Foreign currency capital for indirect foreign investment must be exchanged currency for remittance abroad. similar forms (e.g. conversion/adjustment of prices of goods/services or value of contracts and agreements) are not allowed to be conducted in foreign currency. However, foreigners working in Vietnam shall still be allowed to receive salaries, bonuses and allowances in foreign currency and may deposit these earnings in interest-bearing foreign currency accounts in Vietnam. Also, the restrictions on foreign currency earnings, payments and exchange transactions do not apply to companies operating in EPZs. Residents and non-residents may purchase, transfer and take foreign currency out of Vietnam for the purpose of payment and money transfer with respect to current transactions. The cap on foreign currency that may be brought out of Vietnam by individuals is USD 5,000 (or the equivalent in another currency) and VND 15 million in local currency. Individuals must provide supporting documents as requested by the credit organizations. It is not necessary to present documentation to the Vietnamese authorities that Foreign currency trading on the foreign currency interbank market is permitted. 66 Doing business in Vietnam 2020. Investing in Vietnam, Engaging the world Foreign investors may purchase bank account can be used for this foreign currency at prescribed banks purpose, but permission is required in Vietnam without a permit from the from the State Bank. State Bank. Ordinary foreign currency accounts may be used to service current account transactions and regulatory approval is not required. However, a special, separate foreign currency bank account is needed to conduct certain engage in BOT projects with special requirements. Nonresident indirect (portfolio) investors must open indirect capital term loan repayments; and foreign currency withdrawals and deposits. Another special account, known as a foreign currency deposit account, may be opened to receive foreign loan capital, repay foreign loans or at the accounts in Vietnamese dong at authorized banks for all transactions related to the implementation of their investment in the country. Resident organizations and individuals may although this is subject to meeting requirements imposed by the State Bank. 67 F FOREIGN EXCHANGE CONTROL USEFUL WEBSITES • Ministry of Planning and Investment: http://www.mpi.gov.vn • Foreign Investment Agency – Ministry of Planning and Investment • Ministry of Industry and Trade: http://www.moit.gov.vn • Ministry of Finance: http://www.mof.gov.vn • State Bank of Vietnam: http://www.sbv.gov.vn • Vietnam Chamber of Commerce and Industry: http://www.vcci.com.vn • General Department of Taxation: http://www.gdt.gov.vn/wps/portal • General Department of Customs: http://www.customs.gov.vn • State Securities Commission of Vietnam: http://www.ssc.gov.vn http://www.gso.gov.vn 68 Doing business in Vietnam 2020. Investing in Vietnam, Engaging the world