Legal & Tax Update – November 2026

November 2026 brings several noteworthy regulatory developments in investment, taxation, accounting, and employment. While certain new regulations may directly affect business operations and compliance obligations, ongoing policy proposals also warrant close attention.

In this month’s newsletter, Russell Bedford KTC Vietnam highlights key developments and practical considerations for businesses.

1. Corporate & Investment regulations

1.1. Decree No. 342/2026/ND-CP: Changes to retail operations by foreign investors

Effective from 18 October 2026, Decree No. 342/2026/ND-CP replaces Decree No. 09/2018/ND-CP and introduces notable changes to the conditions governing the expansion of foreign-invested retail networks.

In particular, investors from countries covered by relevant international commitments to eliminate the Economic Needs Test (ENT) may qualify for an ENT exemption when establishing additional retail outlets, subject to the scope of the applicable commitments and market access conditions. However, the ENT exemption for retail outlets of less than 500 m² located in shopping malls does not apply to convenience stores, minimarkets, or supermarkets. The Decree also requires consultation on national security matters in certain cases involving e-commerce activities and retail networks.

A significant development for mergers and acquisitions (M&A) is that foreign-invested enterprises established through capital contributions or acquisitions of shares or capital interests may continue operating existing retail outlets while completing licensing procedures, for a maximum of 12 months, provided the applicable transitional conditions are satisfied.

Business implications and KTC’s recommendations: The new regulations may facilitate retail network expansion and M&A transactions in the distribution sector. Nevertheless, businesses should assess the investor’s country of origin, applicable market access commitments, retail outlet type and floor area to determine ENT requirements. For M&A transactions, particular attention should be given to transitional eligibility, transaction timing, and licensing deadlines. E-commerce operators should also review their operating models and scale to identify any applicable national security requirements.

1.2. Beneficial ownership: Review of disclosure information 

Under the current regulations, an individual who directly or indirectly owns at least 25% of a company’s charter capital or total voting shares, or who exercises control over the enterprise, falls within the criteria for identifying a beneficial owner. Enterprises are required to disclose and update beneficial ownership information when registering or changing enterprise registration information, as prescribed.

For further details, please refer to KTC’s article: Beneficial Ownership: Disclosure Requirements.

2. Tax updates

2.1. Decree No. 398/2026/ND-CP: 30% reduction in CIT and PIT for the 2026–2027 tax periods

Decree No. 398/2026/ND-CP provides a 30% reduction in Corporate Income Tax (CIT) payable, after applying existing tax incentives, for enterprises with annual revenue not exceeding VND 10 billion. The policy also provides a 30% reduction in Personal Income Tax (PIT) payable by resident individuals earning income from production and business activities, including household businesses, subject to the applicable revenue conditions.

This measure aims to support small-scale businesses by reducing their tax burden and providing additional resources to maintain operations, reinvest, and expand business activities.

Business implications and KTC’s recommendations:

Enterprises, individual business operators, and household businesses should consider the following:

• Review revenue eligibility: Estimate total revenue for 2026 and 2027 to assess eligibility under the VND 10 billion threshold. For enterprises, the revenue calculation includes revenue from sales and services, financial income, and other income. Revenue attributable to dependent units and business locations should also be taken into account.
• Proactively apply the reduction for the 2026 tax period: Although the Decree took effect on 29 October 2026, enterprises may self-assess the applicable reduction when making quarterly provisional CIT payments. Enterprises should ensure that total provisional CIT payments for the four quarters amount to at least 80% of the annual CIT liability determined upon finalization to avoid late-payment interest. Individual business operators and household businesses may claim the reduction through the relevant tax returns, including cases where returns were previously filed without applying the reduction.
• Address cases where the revenue threshold is exceeded: Where annual revenue exceeds VND 10 billion, enterprises and individual business operators no longer qualify for the tax reduction. Enterprises must recalculate their CIT liability and fulfil the resulting tax obligations. For individual business operators, once cumulative annual revenue exceeds VND 10 billion, an adjustment declaration must be submitted using Form No. 03 issued under Decree No. 398/2026/ND-CP, together with payment of the PIT reduction previously claimed. No late-payment interest is imposed on this additional tax amount up to the filing deadline for the tax period in which cumulative revenue exceeds the threshold.

2.2. Proposed reduction of late-filing penalties and late-payment interest for inactive taxpayers

The authorities are considering proposals to address outstanding tax compliance obligations for taxpayers whose tax identification numbers fall under either of the following statuses:

• Status 03: The taxpayer has ceased operations but has not completed the procedures for terminating the validity of its tax identification number.
• Status 06: The taxpayer is no longer operating at its registered tax address.

Under the proposal, eligible taxpayers may be considered for reduced penalties for late submission of tax returns and exemption from late-payment interest. However, these measures would not eliminate the obligation to settle outstanding principal tax liabilities.

Business considerations: Affected taxpayers should review their tax registration status, outstanding tax returns, and unpaid tax obligations to prepare for appropriate action once the proposed policy is officially adopted.

3. Accounting & Auditing

3.1. Proposed amendments to the Law on Accounting and the Law on Independent Audit

The proposed amendments seek to revise the conditions for providing accounting services, professional qualification requirements, and certain administrative procedures governing independent audit activities, with a view to simplifying requirements and improving their practical applicability.

For further details, please refer to KTC’s article: Proposed Amendments to the Law on Accounting and the Law on Independent Audit.

3.2. Draft Circular replacing Circular No. 45/2013/TT-BTC: Updates to fixed asset regulations

On 14 October 2026, the Ministry of Finance held a consultation workshop on the proposed replacement of Circular No. 45/2013/TT-BTC. The discussions focused on updating regulations governing the management, use, and depreciation of fixed assets, while simplifying certain administrative procedures.

Pending the issuance of the final Circular, businesses should review their fixed asset registers and existing depreciation policies to assess potential implications for their 2027 financial plans.

4. Employment & Human resources

4.1. Decree No. 393/2026/ND-CP: Facilitating the  recruitment and employment of highly qualified foreign workers

Effective from 5 December 2026, Decree No. 393/2026/ND-CP replaces Decree No. 219/2025/ND-CP and introduces more flexible conditions for recruiting and employing foreign workers, particularly those with relevant qualifications and professional experience.

Key changes include:

• Experts: Individuals may qualify as experts with at least five years of relevant work experience without necessarily holding a university degree. Those who graduate with honours or higher in a science or technology discipline from a university ranked among the world’s top 500 under the ranking systems specified in the Decree may qualify with at least one year of work experience relevant to their intended position in Vietnam.
• Heads of organisations and managerial or executive personnel: The minimum experience requirement is reduced from three years to two years for applicable positions.
• Intra-company transferees: Certain categories of workers exempt from work permit requirements may obtain exemption confirmation certificates valid for up to three years.
• Adjusts work permit exemptions: Additional categories of personnel working in priority sectors are included among those exempt from work permit requirements.
• Simplified procedures: The Decree revises documentation requirements and extends the application submission window for work permit renewals.

Alongside measures facilitating recruitment, the Decree maintains safeguards relating to national security, public order, and social safety. It also prohibits the employment of foreign workers through labour outsourcing arrangements.

KTC’s recommendations: Businesses should review their recruitment plans, demand for foreign experts, and foreign workforce structure. Applications currently being prepared or processed should also be assessed to ensure appropriate application of the new regulations once the Decree takes effect.

4.2. Decree No. 371/2026/ND-CP: Recruitment and management of Vietnamese employees working for foreign organisations and individuals

Effective from 15 November 2026, Decree No. 371/2026/ND-CP regulates the recruitment and management of Vietnamese employees working for foreign organisations and individuals in Vietnam.

The organisations covered include foreign diplomatic missions and consular offices; representative offices of international organisations within the United Nations system, intergovernmental international organisations, and regional and subregional organisations; representative offices of organisations affiliated with foreign governments; resident offices of foreign news agencies, press, radio, and television organisations; and foreign non-governmental organisations holding the required registration certificates.

Key provisions include:

• Greater recruitment transparency: When recruiting Vietnamese employees, foreign organisations and individuals must notify the competent authority and publish recruitment information on the National Employment Exchange, another legally operating employment platform, or the organisation’s official website.
• Clearer employee record management responsibilities: Within 10 working days of signing an employment contract, the foreign organisation or individual must notify the relevant authority of the recruited employee’s information. Vietnamese employees are also required to submit the prescribed employee management documentation.
• Clarified employment termination procedures: Foreign organisations and individuals must provide notification within 10 working days of employment termination. The competent authority then has three working days to confirm the termination of employee management and return the employee’s records.

KTC’s recommendations: Organisations within the scope of the Decree should update their recruitment, notification, and personnel record management procedures. Foreign organisations and enterprises outside its scope remain subject to the Labour Code and other applicable regulations governing the recruitment and management of Vietnamese employees.

5. Year-end compliance review for the 2026 financial year

In addition to monitoring regulatory developments, businesses should proactively review their recurring compliance obligations before the end of the financial year.

5.1. Tax incentives and related-party transactions

Review CIT incentive eligibility based on investment projects, locations, and business sectors. Verify the scope of qualifying income, applicable incentive periods, and separate accounting requirements. Businesses with related-party transactions should also review their disclosure and documentation obligations under Decree No. 255/2026/ND-CP.

5.2. Accounting closing and tax finalization

Review the recognition of revenue and expenses, receivables and payables, inventories, and fixed assets. Reconcile accounting records with invoices and tax returns. Businesses should also assess compliance with the accounting regime prescribed under Circular No. 99/2025/TT-BTC.

5.3. Employment reporting and HR data reconciliation

Submit periodic employment reports within the prescribed deadlines. Reconcile employee headcount, employment contracts, and personnel changes against HR records, payroll information, and social insurance data.

5.4. Enterprise registration and beneficial ownership information

Review information relating to legal representatives, registered office addresses, business lines, ownership structures, and beneficial owners. Ensure that any changes are updated in accordance with applicable regulations.