Capital Gains Tax in Vietnam: Who Pays and How Is It Calculated?
“Capital gains tax” is a common search term, but Vietnam does not apply one tax rate to every sale of an investment. The answer depends on who sells, whether they sell capital or shares, and how the sale takes place. Identify those facts before calculating tax or agreeing on the payment route.
Legal information reviewed: 7 October 2026.
What Does Capital Gains Tax Mean in Vietnam?
In this article, “capital gains tax” means the income tax that may arise when an investor sells an interest in a Vietnamese business. Vietnam’s rules distinguish between a transfer of contributed capital and a transfer of securities. They also treat corporate and individual sellers differently.
Seller | Asset being sold | Tax to investigate | Basis of calculation | Filing party to confirm |
Foreign company | Capital in a Vietnamese business, directly or indirectly | Corporate income tax | Transfer proceeds under the applicable foreign-enterprise rule; check exceptions | Seller’s liability and any buyer or Vietnamese target filing role |
Vietnamese company | An investment or capital interest | Corporate income tax | Taxable income after supported investment cost and transfer expenses | Selling company |
Individual | Contributed capital, such as an interest in an LLC | Personal income tax | Gain where the required cost and expenses are supported; another method may apply if they are not | Individual or party required to file or withhold under the transaction |
Individual | Shares or other securities | Personal income tax | Securities transfer price under the applicable rules | Individual or relevant withholding party |
Use this table to identify the review needed. It does not determine the final tax treatment of a particular contract.
Selling capital in a Vietnamese limited liability company
A member may sell part or all of its contributed capital in a limited liability company. The tax analysis begins with the seller’s status, the sale price and the records supporting the investment. A foreign corporate seller should not assume its tax is calculated in the same way as a Vietnamese corporate seller.
Selling shares or securities
A sale of shares may fall under rules for securities transfers. The exact asset and seller matter. In particular, do not apply a rule for an individual selling shares to a company selling an investment.
Who Is Selling the Investment?
Foreign corporate investor: A Singapore company sells its capital interest in a Vietnamese company. Vietnam’s corporate income tax rules can apply to a direct transfer. They can also require a review of an indirect transfer through an overseas holding company. For a qualifying capital transfer by a foreign enterprise, the current rules generally calculate tax as a percentage of the transfer proceeds, subject to the applicable conditions and exceptions.
Vietnam-based company: A Vietnamese company sells an investment it owns. Its taxable income from a capital transfer is generally determined by comparing the transfer price with the investment cost and supported transfer expenses.
Individual investor: An individual sells a capital interest in a Vietnamese limited liability company. This calls for a different personal income tax analysis from a securities sale. Classify the asset before selecting a rate.
What Type of Transaction Is Taking Place?
Direct transfer of capital or shares
In a direct sale, the seller transfers an interest in the Vietnamese company. Review the company type, the interest sold, the seller and buyer, and the price stated in the agreement.
Indirect transfer through an overseas holding company
A sale of shares in a Singapore holding company may still require a Vietnam tax review if it indirectly transfers an interest in a Vietnamese business. Provide the ownership chain before and after the sale, the overseas agreement and the transaction value. The offshore location of the agreement does not settle the Vietnam tax question.
Internal group restructuring
A transfer within a corporate group is not automatically outside the tax rules. The parties must check the conditions of any applicable exception, including whether the ultimate parent changes and whether the restructuring creates income. Keep documents that support the conclusion.
How Is the Taxable Amount Determined?
Sale proceeds are the amount received for the investment. Taxable gain is an amount left after permitted deductions, where the relevant rules use a gain-based calculation. Confirm which basis applies before using a tax rate.
To support the calculation, gather the sale agreement, original investment or purchase records, payment evidence and records of relevant transfer expenses. Check the price carefully when buyer and seller belong to the same group or when the price differs from available evidence of value. Record how the parties set it. The planned Transfer Pricing in Vietnam article can provide a separate guide to related-party pricing once published.
Illustrative calculation — foreign corporate seller: Assume a Singapore company directly sells a capital interest in a Vietnamese company for VND 10 billion. Assume this sale falls within the rule that taxes a foreign enterprise’s capital transfer at 2% of the transfer price, and no exception applies. The illustrative tax is VND 10 billion × 2% = VND 200 million. This is not a rate for every seller or share sale.
Who Declares and Pays the Tax?
The seller’s tax liability and the party that submits or pays a declaration on its behalf are separate questions. For a cross-border sale, establish whether the buyer is in Vietnam, whether both parties are overseas, and what role the Vietnamese company whose interest is being sold must take. Check the current filing procedure for that structure before the payment date.
Keep these records in one transaction file:
Signed sale agreement and ownership records.
Corporate approvals.
Evidence supporting the price and original investment cost.
Payment documents.
Applicable tax declarations and proof of payment.
Identify who will prepare the return, who will fund the tax payment and who will provide proof of completion.
VINEX’s view: Agree on the filing responsibility and the payment route before signing the sale agreement. If those points are left until closing, the parties may have a price and a deadline but no agreed way to complete the tax and bank documentation.
How Do Tax and Investment Procedures Fit Together?
Review tax before signing
Identify the seller, asset and transfer route while the parties can still adjust the contract. The agreement should state who handles tax filings and which documents each party must provide.
Update investment and corporate records
The sale may require approvals or changes to investor, member or shareholder records. Those steps depend on the company and transaction. VINEX’s Legal Advisory in Mergers and Acquisitions in Vietnam article explains the wider transaction process.
Confirm the account and payment route
Foreign investors should confirm the required account and supporting bank documents before transferring the price. The route depends on the parties and investment structure. See VINEX’s Investment Capital Account in Vietnam guide for the account framework.
Common Mistakes When Selling a Vietnam Investment
Applying one headline rate to every seller: Identify the seller and asset before using a rate.
Confusing dividends with sale proceeds: A dividend distributes profit; sale proceeds arise from transferring ownership. VINEX’s Profit Repatriation Vietnam guide covers the profit distribution route.
Agreeing a price before checking tax and payment: Document the price, assign the filing work and confirm the bank route before setting a closing schedule.
Using an older tax guide: Check the rules in force when the transfer occurs.
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Frequently Asked Questions
Does Vietnam have a separate capital gains tax?
“Capital gains tax” describes the question investors often ask. In practice, the sale may be taxed under corporate income tax or personal income tax rules, depending on the seller and asset.
Does a foreign company pay tax when selling a Vietnam subsidiary?
A direct or indirect transfer can fall within Vietnam’s corporate income tax rules. Review the ownership chain, transaction type and any applicable exception before calculating the amount.
Are selling shares and receiving dividends taxed the same way?
No. One is a transfer of an investment; the other is a distribution of profit. Do not use the same tax analysis or payment documents for both.
Who files if both buyer and seller are overseas?
That depends on the transaction and current filing rules. The parties should check whether the Vietnamese company whose interest is transferred has a filing role, then assign responsibility in the sale documents.
Does an internal group transfer qualify for an exception?
Not merely because both companies belong to one group. The parties must meet and document the conditions of the relevant exception.
How VINEX Can Help
VINEX can coordinate the transaction structure, investment documents, account route and accounting records with the parties and their tax specialists. Before closing, share the ownership chart, seller and buyer details, draft agreement, investment records and proposed payment schedule so the necessary reviews can be completed in the right order.
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