Capital Gains Tax in Vietnam
Overview and Update
- April 2026
Vietnam is on the cusp of its most significant capital gains tax (“CGT”) reforms. The Ministry of Finance's proposal, expected
under the amended Personal Income Tax Law, would substantially alter the economics of equity transactions — particularly
in non-listed companies. Here's what investors and deal participants need to know.
REGULATORY REFERENCE
PIT Law No. 04/2007/QH12
CIT Law No. 14/2008/QH12
Decree 65/2013/ND-CP
Circular 111/2013/TT-BTC
CIT Law No. 67/2025/QH15
MOF Proposal – effective from Jul 2026
TAX RATES AT A GLANCE
SELLER TYPE
Individuals selling
shares from Joint
stock companies
(“JSC”)
Favorable policy for deal market
BEFORE
CURRENTLY APPLICABLE
0.1% on proceeds
0.1% on proceeds
Unfavorable policy for deal market
FUTURE DIRECTION
PROPOSED
Non-listed companies:
- 20% on capital gains; or
- 2% on proceeds if purchase
price/cost cannot be
identified
Listed companies:
0.1% on proceeds
Individuals selling
shares from limited
liability companies
20% on capital gains
20% on capital gains
No guidance yet
Foreign corporate
sellers
Listed companies:
0.1% proceeds
2% on proceeds
No guidance yet
20% on capital gains
No guidance yet
Non-listed companies:
20% on capital gains
Local corporate sellers
20% on capital gains
KEY COMMENTARY
FOREIGN CORPORATE SELLERS ENJOY A
SIGNIFICANT REDUCTION IN CGT
INDIVIDUALS’ EXIT FROM NON-LISTED COMPANIES
MAY FACE HIGHER TAX AHEAD
From Dec 2025, a flat rate of 2% CGT is applied on sales
proceeds for foreign corporate sellers, instead of 20% on
capital gains.
Individual sellers in non-listed JSCs may face 20% on capital
gains from July 2026, under a recent Ministry of Finance
proposal.
This effectively reduces significantly CGT payables for sellers.
Furthermore, this is also straightforward as it removes the
need to document a cost base
If adopted, this change would likely increase exit costs and
place pressure on private businesses’ exits
WATCH THE JULY 2026 TIMELINE
DEAL STRUCTURE SHOULD BE CONSIDERED
Acquirers and sellers alike should revisit whether transaction
vehicle (offshore Holdco vs. direct) optimizes post-tax
proceeds — particularly on secondary buyouts.
This is a proposed amendment - not yet enacted. The MOF is
expected to release a final draft for consultation. Transactions
signed but not closed before the effective date may face
transitional uncertainty.
Strictly private and confidential