Article 1: Amendments and Supplements to Certain Articles of Decree No. 132/2020/ND-CP dated 5 November, 2020, of the Government on Tax Administration for Enterprises Engaged in Related-Party Transactions
1. Amendments and supplements to Point d, Point k, and addition of Point m, Clause 2, Article 5 as follows:
a) Amendment and supplementation of Point d as follows:
"d) An enterprise guarantees or lends capital to another enterprise in any form (including loans from third parties guaranteed by the financial resources of the related party and financial transactions of a similar nature), provided that the total outstanding loan balance of the borrowing enterprise with the lending or guaranteeing enterprise is at least 25% of the owner's contributed capital of the borrowing enterprise and accounts for more than 50% of the total outstanding balance of all medium- and long-term debts of the borrowing enterprise.
The provisions of this Point d shall not apply in the following cases:
d.1) The guarantor or lender is an economic organization operating under the Law on Credit Institutions and does not directly or indirectly participate in the management, control, capital contribution, or investment in the borrowing or guaranteed enterprise as prescribed in Points a, c, đ, e, g, h, k, l, and m of this Clause.
d.2) The guarantor or lender is an economic organization operating under the Law on Credit Institutions, and the borrowing or guaranteed enterprise is not directly or indirectly under the common management, control, capital contribution, or investment of another party as prescribed in Points b, e, and i of this Clause."
b) Amendment and supplementation of Point k as follows:
"k)Other cases in which an enterprise (including an independent accounting branch that declares and pays corporate income tax) exercises actual management, control, or decision-making over the business operations of another enterprise;"
c) Addition of Point m as follows:
"m) A credit institution with its subsidiary, its controlling company, or its affiliated company in accordance with the Law on Credit Institutions and any amendments, supplements, or replacements thereof (if any);"
2. Amendment and supplementation of Clause 2, Article 21 as follows:
"2. The State Bank of Vietnam, within the scope of its functions and powers, is responsible for:
Coordinating in providing information and data on foreign loans and repayments of specific enterprises engaging in related-party transactions based on a list requested by the Tax Authority, including data on loan amounts, interest rates interest and principal repayment schedules, actual disbursements, debt repayments (principal and interest), and other relevant information (if any)."
Coordinating the provision of information reported in accordance with the law regarding related persons of members of the Board of Directors, members of the Members' Council, members of the Supervisory Board, the General Director (Director), Deputy General Director (Deputy Director), and equivalent positions as prescribed in the Charter of the credit institution; related persons of shareholders holding at least 1% of the charter capital of the credit institution; and affiliated companies of the credit institution according to the data management system of the State Bank of Vietnam when requested by the tax authority."
Article 2: Replacement of Appendix I – Information on Related-Party Relationships and Transactions
Appendix I –Information on Related-Party Relationships and Transactions, issued with Decree No.
132/2020/ND-CP dated November 5, 2020, of the Government on tax administration for enterprises engaged in related-party transactions, is replaced by Appendix I issued with this Decree.
Article 3: Transitional Provisions
In cases where, during the corporate income tax assessment periods of 2020, 2021, 2022, and 2023, a borrowing enterprise only has a related-party relationship with an economic organization operating under the Law on Credit Institutions as specified in Point d, Clause 2, Article 5 of Decree No. 132/2020/ND-CP, and the borrowing enterprise and the lender or guarantor fall under the cases specified in Points d.1 and d.2, Clause 2, Article 5 of Decree No. 132/2020/ND-CP (as amended and supplemented in Article 1 of this Decree), and where related-party transactions are subject to Clause 2, Article 1 of Decree No. 132/2020/ND-CP, and interest expenses were not deductible under Point a, Clause 3, Article 16 of Decree No. 132/2020/ND-CP, the following
shall apply from the 2024 tax period:
1. If the enterprise does not have a related-party relationship and does not engage in related-party transactions as prescribed in Decree No. 132/2020/ND-CP and this Decree, the non-deductible interest expenses that have not been carried forward to subsequent tax periods by the end of the 2023 tax period shall be evenly allocated and carried forward to subsequent tax periods, in accordance with the provisions on the carryforward period for interest expenses as stipulated in Point b, Clause 3, Article 16 of Decree No. 132/2020/ND-CP.
2. If the enterprise has a related-party relationship and engages in related-party transactions as prescribed in Decree No. 132/2020/ND-CP and this Decree, then the non-deductible interest expenses that have not been carried forward to subsequent tax periods shall be handled in accordance with the provisions of Point b, Clause 3, Article 16 of Decree No. 132/2020/ND-CP.
This Decree takes effect from 27 March, 2025, and applies from the corporate income tax period of 2024
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