Decree 236/2025/ND-CP implements Vietnam’s Global Minimum Tax, effective October 15, 2025, as a layer on top of corporate income tax for FDI companies. Multinational groups with EUR 750 million+ in consolidated revenue face a 15% minimum effective tax rate enforced through two mechanisms: QDMTT (domestic top-up) and IIR (foreign subsidiary top-up).
The Vietnam tax system overview covers how GMT fits within the broader FDI compliance framework.
Key takeaways
- Decree 236/2025/ND-CP targets multinational groups with EUR 750 million+ revenue, effective October 15, 2025 and applicable from fiscal year 2024. Transitional simplified ETR safe harbors: 15% (FY2024), 16% (FY2025), 17% (FY2026).
- Vietnam’s QDMTT collects domestic top-up tax first, before the parent jurisdiction can impose IIR charges. No double collection.
- Safe harbor provisions can reduce top-up tax to zero: de minimis thresholds (revenue < EUR 10 million and profit < EUR 1 million) or simplified ETR tests above the applicable threshold.
- Deadlines: Filing CE notification within 30 days after fiscal year-end, GMT tax registration within 90 days, QDMTT returns within 12 months, IIR returns within 18 months (first year) or 15 months (later years).
How Vietnam’s Pillar Two Rules Affect FDI Compliance
Vietnam’s QDMTT and IIR follow the OECD Pillar Two model rules under Resolution 107/2023/QH15. Three practical consequences:
- Vietnam collects first. QDMTT takes priority over parent jurisdiction IIR charges. MNE groups avoid double collection.
- One data set, separate returns. The same GloBE computations feed both QDMTT and IIR filings, but each has its own forms and deadline. A group that already filed its information return in a treaty jurisdiction can notify Vietnam instead of filing it again.
- Predictable enforcement. Listed late-filing and minor reporting breaches are not penalised during the transition period (fiscal years starting by 31 December 2026 and ending no later than 30 June 2028); late-payment interest still applies.
Note: The legislative foundation is Resolution 107/2023/QH15 (November 2023).
Scope: Which MNE Groups Are Affected
MNE groups fall under GMT obligations if consolidated revenue hits EUR 750 million in at least two of four preceding fiscal years. Testing spans four years, so temporary dips below the threshold do not immediately remove the group from scope.
GMT matters most when Vietnamese subsidiaries benefit from CIT incentives. Preferential rates of 10%, tax holidays and 50% reductions can push the effective tax rate below the 15% floor, triggering QDMTT top-up. Groups enjoying Economic Zone or High-Tech Park incentives should model the impact immediately.
Consolidation follows accounting standards used by the Ultimate Parent Entity (UPE). Decree 236 operates through two mechanisms:
- QDMTT (primary): Vietnam collects domestic top-up tax on Vietnamese entities when their effective tax rate drops below 15%. This prevents foreign jurisdictions from collecting first.
- IIR (secondary): When Vietnamese parent entities hold subsidiaries in low-tax jurisdictions, Vietnam imposes top-up tax on those foreign operations.
Credit mechanisms between the two systems prevent double taxation.
Initial Phase Exclusion (five years from FY2024)
Groups in the early phase of international activity qualify if their constituent entities are located in no more than six jurisdictions and the total tangible assets outside the reference jurisdiction (the country with the highest tangible assets in the group’s first year in scope) do not exceed EUR 50 million. The zero top-up tax applies for up to five years from FY2024 (Decree 236, Article 9). Both conditions must be met in each fiscal year, and the five years run from the start of FY2024 for groups in scope from that year.
Keep the tangible-asset schedules by jurisdiction; the Decree does not prescribe a separate annual filing for this exclusion.
Safe Harbor Provisions
Safe harbors allow MNE groups to bypass complex calculations; during the transition period (fiscal years starting on or before 31 December 2026, not ending after 30 June 2028) the top-up tax drops to zero if one of these tests is met on a Qualified CbCR (Decree 236, Article 11.2.a):
| Test | Threshold |
|---|---|
| De minimis | Revenue < EUR 10 million and profit < EUR 1 million (or loss) |
| Simplified ETR | Effective rate ≥ 15% (FY2024), 16% (FY2025), 17% (FY2026) |
| Routine profits | Pre-tax profit at or below the substance-based income exclusion (SBIE) in the qualified CbCR |
| Loss | Loss on the Qualified CbCR |
The group elects annually; keep the financial statements, tax returns and Country-by-Country Reports (CbCR) behind each test. The relief can be withdrawn if the group may be allocated additional Vietnamese tax because the effective rate computed under the rules is below the minimum and, within 36 months after the information return, the tax authority asks the group to explain events that may have materially affected eligibility and the group cannot show within six months that they did not (Article 13, Decree 236).
IIR Top-Up Tax Ordering
When top-up tax applies, collection follows this order:
- QDMTT: Vietnam collects on Vietnamese entities first
- Primary IIR: Parent jurisdiction collects on remaining low-tax operations
- Secondary IIR: Intermediate holding companies collect through the ownership chain
Vietnam’s law does not adopt the UTPR; foreign jurisdictions may apply it to the group under their own law. Credits offset amounts collected by multiple jurisdictions to maintain the 15% floor.
Financial Reporting Impact Under Decree 236
GloBE adjustments require recalculating existing VAS-compliant figures. The gap between VAS and GloBE standards creates additional work, particularly for equity-method investments, foreign currency translation, and consolidation scope.
Key adjustments:
- Equity method: Associated companies and joint ventures need GloBE-specific recalculation. VAS recognizes investment income differently from GloBE methodology, requiring parallel calculations for the same entities.
- Currency translation: Functional currency uses OECD-prescribed rates, rather than the VND-based rates used for VAS reporting. Separate FX translation workpapers are necessary.
- Consolidation scope: Investment entities and special purpose vehicles that VAS might exclude now fall within GloBE inclusion criteria.
- Timing: Recognition periods between financial statements and tax calculations must align. Mis-timed revenue recognition is a common audit trigger.
QDMTT Calculations and Loss Treatment
Losses do not trigger top-up tax. Net operating losses eliminate liability for the current period, and prior-period losses carry forward to offset future positive adjustments. De minimis and safe harbor qualifications also produce zero top-up results.
FDI enterprises should track losses carefully across fiscal years. Detailed records of loss origins, utilization patterns, and remaining carry-forward amounts matter, as Vietnamese tax authorities verify these during examinations.
QDMTT calculations and the transitional safe harbor draw on the Country-by-Country Report (CbCR), so keep the two data sets reconciled and explain any differences.
Documentation Requirements
Keep the following records ready for any GMT examination:
- Calculation worksheets for all GloBE adjustments
- Variance reconciliations between financial statements and tax figures
- Source documents, contracts, and legal agreements supporting tax positions
- Complete audit trails enabling independent verification
Incomplete documentation weakens the group’s position in an examination. Quarterly reconciliations catch issues before they compound at year-end.
Registration, filing, and deadlines
Registration and filing follow a fixed calendar, and missed steps attract penalties under Decree 125/2020/ND-CP. The table lists the milestones; forms, portal steps and attachments are covered in the GMT filing and registration guide.
Note: FYE = Fiscal Year-End
| Milestone | Deadline |
|---|---|
| Filing CE notification | FYE + 30 days |
| Tax registration of the designated filing CE | FYE + 90 days |
| QDMTT information return, top-up tax return and payment | FYE + 12 months |
| IIR returns | FYE + 18 months (first year); FYE + 15 months (later years) |
| Group GloBE Information Return | FYE + 15 months (18 months for the first year); part of the QDMTT dossier, not required if already filed in a treaty jurisdiction; not required for IIR filers |
Transitional relief applies to fiscal years starting on or before 31 December 2026 and not ending after 30 June 2028.
Penalty Framework
| Violation | Penalty |
|---|---|
| Late filing | Formal warning up to VND 25 million across five delay tiers; organization level (Article 13, Decree 125/2020/ND-CP); not applied to breaches covered by the transition relief below |
| Late payment | 0.03% per day of outstanding amounts under Article 16(2)(a) of the Law on Tax Administration No. 108/2025/QH15 |
| Inaccurate reporting | 20% of the understated tax plus late-payment interest (from 1 July 2026: point b, clause 3, Article 44, Law 108/2025/QH15; earlier conduct: Article 16, Decree 125/2020/ND-CP) |
Penalties are waived during the transition period (fiscal years starting by 31 December 2026 and ending no later than 30 June 2028) only for the conduct listed in Article 11.4 of Decree 236: late or missing CE notification, tax registration or filing up to 90 days late (or later with no tax payable), filings that do not understate tax, and understatements where the transactions are fully recorded in the books and invoices and the tax and late-payment interest were paid before a penalty decision. Late-payment interest still accrues.
GMT implementation directly impacts FDI tax strategies. Enterprises benefiting from CIT incentives must model whether the effective rate falls below 15% and triggers QDMTT top-up.
Transfer pricing documentation feeds into GloBE calculations; intercompany pricing that shifts profits between jurisdictions affects jurisdiction-level ETR. After QDMTT settlement, remaining profits follow standard repatriation procedures through the foreign investment capital account (formerly DICA).
If your group is near the EUR 750 million threshold or already files in Vietnam, ICLV’s tax compliance team can model your QDMTT exposure and prepare the filings. Contact our Certified CPAs and tax compliance team to scope the work.
This article reflects Global Minimum Tax regulations as of October 2026 under Decree 236/2025/ND-CP, Resolution 107/2023/QH15, and Law on Tax Administration No. 108/2025/QH15. GMT rules are subject to OECD Inclusive Framework updates. Consult qualified tax advisors for compliance guidance specific to each MNE group’s operations.
