Tiếng Việt
中文Quick answer: Income from capital transfer is subject to corporate income tax (CIT). Under Article 14 of Decree No. 320/2025/ND-CP (guiding the Law on Corporate Income Tax 2025), taxable income = transfer price minus (-) the purchase price of the transferred capital minus (-) transfer costs. Income is recognized at the time of transfer of capital ownership.
Legal basis
- Law on Corporate Income Tax 2025 (No. 67/2025/QH15, effective 01/10/2025);
- Decree No. 320/2025/ND-CP — Article 14 (income from capital transfer).
Formula for determining taxable income
Taxable income = Transfer price − Purchase price of the transferred capital − Transfer costs
Related services
M&A, Equity Transfer and Project Transfer
If you are preparing an equity transfer, M&A transaction, project transfer or restructuring, ANT Legal can help review legal risks and transaction structure.
Where:
- Transfer price: the actual transfer price under the contract; where the price is not consistent with the market price, the tax authority may impose a deemed price;
- Purchase price of the transferred capital: the original capital contribution value (the value of the capital at the time of contribution), including contributions in the form of assets;
- Transfer costs: direct costs relating to the transfer (procedural costs, consulting fees… supported by valid documents).
Scope of application
- Transfer of part or all of the invested capital to another organization or individual (including the sale of the enterprise);
- Where the sale of an entire single-member limited liability company owned by an organization in the form of a capital transfer involves real estate, declaration follows the separate rules on real estate transfer;
- The determined income is aggregated into the CIT taxable income of the tax period.
Key notes
- Distinction: an organization transferring capital → CIT applies; an individual transferring contributed capital → subject to personal income tax under the Law on Personal Income Tax 2025;
- The transfer contract should clearly state the price and payment method as the basis for determining the transfer price.
How ANT Legal can help
ANT Legal advises on taxation in capital transfer and M&A transactions and represents clients before tax authorities. For advice on your specific case, please contact our lawyers at 0966.475.966.
