Posts

Personal income tax in capital transfer transactions under the 2025 Law on Personal income tax and the draft guilding decree

In M&A transactions involving the transfer of contributed capital/equity interests or shares in Vietnam, personal income tax (“ PIT ”) is one of the key tax obligations applicable to individual transferors. This article presents and analyses the changes to PIT on capital transfers in limited liability companies, ordinary joint stock companies, listed companies and public companies under the 2025 Law on Personal Income Tax and the draft decree guiding the 2025 Law on Personal Income Tax, which has been circulated by the Ministry of Finance for comments from agencies, organisations and individuals since March 2026 (the “ Draft Decree ”), as compared with the previous legal framework.   1. PIT applicable to resident individuals   1.1. Transfer of contributed capital in a limited liability company  For transfers of contributed capital in a limited liability company, the approach under the 2025 Law on Personal Income Tax essentially retains the previous mechanism, while introducing a...
Post a Comment
Read more

Update on Regulations on Beneficial Ownership from 23 July 2026

The Ministry of Finance has issued Decree No. 296/2026/ND-CP dated July 23th, 2026, which amends, supplements, and tightens regulations concerning the beneficial ownership of enterprises.   1. Definition and Identification of “Beneficial Owner”   A beneficial owner of an enterprise is one or more individuals who directly or indirectly ultimately own or exercise actual control over such enterprise, excluding individuals representing state capital in the enterprise.   A beneficial owner is one or more individuals identified as follows:   An individual who directly or indirectly, or both directly and indirectly, owns 25% or more of the charter capital or 25% or more of the total voting shares of the enterprise. An indirect beneficial owner is an individual who owns 25% or more of the charter capital or 25% or more of the total voting shares of the enterprise through organizations or other legal arrangements. Where a group of individuals who have a family relationship as pre...
Post a Comment
Read more

Associate – Investment & Corporate (IC)

Apolat Legal is a full-service commercial law firm practicing in Viet Nam. Our Clients rely on us to provide them with innovative commercial and legal advice, which is of the highest international standard and practical in a Vietnamese context. As a dynamic law firm committed to raising the standards of the legal sector, we promote an open and creative working environment, a healthy work-life balance, while maintaining a strong focus on the responsibility and commitment of our lawyers to continuous improvement. Apolat Legal is looking for an Associate in the field of Investment & Corporate  to participate in our dynamic and enthusiastic team. The successful candidate will be working at Apolat Legal’s Ho Chi Minh City office. The job description and requirements are as follows: 1. Job Description An Associate needs to handle multiple clients, which involves a lot of responsibilities. Here is a list of some primary responsibilities that need to be carried out by an Associate at A...
Post a Comment
Read more

Initial Foreign Exchange Transaction Registration for Outbound Investment Activities Not Subject to Outbound Investment Registration Certificate

In 2026, Circular 34/2026/TT-NHNN established a specific procedure for investors conducting outbound investment activities that are not required to obtain an  Outbound Investment Registration Certificate  ( “OIRC” ).   Although not required to carry out the procedure for obtaining an Outbound Investment Registration Certificate, investors must pay particular attention to the initial foreign exchange transaction registration procedure prior to transferring capital abroad, as follows:   1. Cases Not Required to Obtain an OIRC (Article 18, Decree 103/2026/ND-CP)   – Outbound investment projects with an outbound investment capital of less than VND 7 billion and not falling under conditional outbound investment sectors as prescribed in Clause 1, Article 41 of the Law on Investment. – Outbound investment projects related to national defense and security, implemented pursuant to agreements between the Government of Vietnam and foreign governments as prescribed in Po...
Post a Comment
Read more