Decree 20/2025/NĐ-CP amends Decree 132/2020/NĐ-CP on tax management for enterprises with related-party transactions.

GOVERNMENT -------	SOCIALIST REPUBLIC OF VIETNAM Independence - Freedom - Happiness ---------------
No: 20/2025/NĐ-CP	Hanoi, February 10, 2025

DECREE

AMENDING AND SUPPLEMENTING A NUMBER OF ARTICLES OF DECREE NO. 132/2020/NĐ-CP DATED NOVEMBER 5, 2020 OF THE GOVERNMENT ON TAX ADMINISTRATION FOR ENTERPRISES WITH RELATED PARTY TRANSACTIONS

Pursuant to the Law on the Organization of the Government dated June 19, 2015; the Law on Amendments and Supplements to a Number of Articles of the Law on the Organization of the Government and the Law on the Organization of Local Governments dated November 22, 2019;

Pursuant to the Law on Tax Administration dated June 13, 2019;

Pursuant to the Law on Corporate Income Tax dated June 3, 2008; the Law on Amendments and Supplements to a Number of Articles of the Law on Corporate Income Tax dated June 19, 2013;

Pursuant to the Law on Amendments and Supplements to a Number of Articles of the Tax Laws dated November 26, 2014;

At the proposal of the Minister of Finance;

The Government issues the Decree amending and supplementing a number of articles of Decree No. 132/2020/NĐ-CP dated November 5, 2020 of the Government on tax administration for enterprises with related party transactions.

Article 1. Amending and supplementing a number of articles of Decree No. 132/2020/NĐ-CP dated November 5, 2020 of the Government on tax administration for enterprises with related party transactions

1. Amending and supplementing points d, k, and adding point m of Clause 2, Article 5 as follows:

a) Amending and supplementing point d as follows:

“d) A business guarantees or lends to another business in any form (including loans from third parties guaranteed by the financial sources of related parties and financial transactions of a similar nature) provided that the total debt of the borrowing business to the lending or guaranteed business is at least 25% of the capital contribution of the business owner of the borrowing business and exceeds 50% of the total long- and medium-term debt of the borrowing business.

This provision in point d does not apply to the following cases:

d.1) The guarantor or lender is a credit institution operating under the regulations of the Law on Credit Institutions and does not directly or indirectly control, invest, or contribute capital to the borrowing business or the guaranteed business under the provisions of points a, c, d, e, g, h, k, l, and m of this clause.

d.2) The guarantor or lender is a credit institution operating under the regulations of the Law on Credit Institutions, and the borrowing or guaranteed business is not directly or indirectly under the control, investment, or capital contribution of another party as stipulated in points b, e, and i of this clause.”

b) Amending and supplementing point k as follows:

“k) Other cases in which the enterprise (including independent accounting branches performing corporate income tax declarations and payments) is controlled and managed, and decisions are made regarding its business activities;”

c) Adding point m as follows:

“m) Credit institutions with a subsidiary, controlling company, or affiliated company as defined in the Law on Credit Institutions and its amendments, supplements, or replacements (if any);”

2. Amending and supplementing Clause 2, Article 21 as follows:

“2. The State Bank of Vietnam, within its tasks and authority, is responsible for:

Cooperating in providing information and data on foreign loans and debt repayment of each enterprise with related party transactions based on the list required by the Tax Authority, including data on loan amounts, interest rates, payment periods, actual withdrawals, debt repayments (principal and interest), and other related information (if any).

Cooperating in providing information reported in accordance with the law on the related persons of members of the Board of Directors, members of the Members' Council, members of the Supervisory Board, General Director (Director), Deputy General Director (Deputy Director), and equivalent positions as specified in the Charter of credit institutions; related persons of shareholders holding 1% or more of the charter capital of the credit institution; affiliated companies of the credit institution in the management information system of the State Bank of Vietnam when requested by the tax authority.”

Article 2. Replacing Appendix I - Information on related party relationships and transactions attached to Decree No. 132/2020/NĐ-CP dated November 5, 2020 of the Government on tax administration for enterprises with related party transactions with Appendix I attached to this Decree.

Article 3. Transitional provisions

In the case that, for the corporate income tax calculation period in 2020, 2021, 2022, and 2023, the borrowing enterprise only has related party relationships with economic organizations operating under the provisions of the Law on Credit Institutions as stipulated in point d, Clause 2, Article 5 of Decree No. 132/2020/NĐ-CP and the borrowing enterprise with the lender or guarantor falls under the cases specified in points d.1 and d.2, Clause 2, Article 5 of Decree No. 132/2020/NĐ-CP as amended and supplemented in Article 1 of this Decree, with related party transactions within the scope regulated in Clause 2, Article 1 of Decree No. 132/2020/NĐ-CP, and the interest expenses are not deductible under the provisions of point a, Clause 3, Article 16 of Decree No. 132/2020/NĐ-CP, then starting from the 2024 tax period, they shall proceed as follows:

1. In the case where the enterprise does not have related party relationships and no related party transactions under the provisions of Decree No. 132/2020/NĐ-CP and this Decree, the non-deductible interest expenses that have not been carried over to the next tax periods by the end of the 2023 tax period shall be equally allocated to the following tax periods for the remaining period as per the provisions on the time for carrying forward interest expenses in point b, Clause 3, Article 16 of Decree No. 132/2020/NĐ-CP.

2. In the case where the enterprise has related party relationships and related party transactions according to the provisions of Decree No. 132/2020/NĐ-CP and this Decree, the non-deductible interest expenses that have not been carried forward to the next tax periods shall be handled according to the provisions in point b, Clause 3, Article 16 of Decree No. 132/2020/NĐ-CP.

Article 4. Implementation and enforcement

1. This Decree takes effect from March 27, 2025, and applies from the corporate income tax calculation period in 2024.

2. The Ministers, Heads of ministerial-level agencies, Heads of government agencies, Presidents of People's Committees of provinces and cities directly under the central government, and relevant organizations and individuals are responsible for the implementation of this Decree.

Recipients: The Secretariat of the Central Committee of the Party; The Prime Minister, Deputy Prime Ministers; Ministries, ministerial-level agencies, government agencies; People's Councils, People's Committees of provinces and centrally-administered cities; The Central Office and Party Committees; The Office of the General Secretary; The Office of the President; The Ethnic Council and Committees of the National Assembly; The National Assembly Office; The Supreme People's Court; The Supreme People's Procuracy; The State Audit; The National Financial Supervisory Commission; The Vietnam Social Policy Bank; The Vietnam Development Bank; The Central Committee of the Vietnam Fatherland Front; Central agencies of mass organizations; VPCP: BTCN, PCNs, Assistant to the Prime Minister, Director-General of the Government Portal, Departments, Divisions, affiliated units, Official Gazette; Archives: VT, KTTH (2).

On behalf of the Government Deputy Prime Minister Ho Đuc Phoc

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