Decree 20/2025/ND-CP adds debt-based criteria to Vietnam’s related party definitions, effective March 27, 2025. When intercompany loans hit 25% equity ownership plus 50% medium/long-term debt, the borrower-lender relationship qualifies as related party — triggering Annex I disclosure, transfer pricing documentation, and potential interest deduction limits.
The decree applies retroactively to the 2024 tax period. FDI enterprises with intercompany financing, shareholder advances, or cross-border lending must reassess all counterparty relationships under the expanded criteria.
Key takeaways
- 25% equity + 50% medium/long-term debt = new related party threshold for financial borrowings. Credit institutions exempted if they don’t manage, control, or invest in the borrower.
- Annex I disclosure required with annual CIT return (deadline: March 31 for December FYE). Updated template captures debt-based relationships.
- Interest deduction cap: 30% of EBITDA on related party loans (Decree 132/2020/ND-CP). Excess carries forward 5 years.
- SBV now shares credit institution data with tax authorities — loan balances and shareholder relationships get cross-checked during audits.
Related Party Definitions Under Decree 20/2025: Expanded Criteria
A lender is considered a related party if outstanding loans equal or exceed 25% of the borrower’s equity AND 50% of medium/long-term liabilities (obligations with repayment terms exceeding 12 months). Credit institutions are excluded if they don’t participate in management, control, or investment of the borrower.
This matters because financial borrowings were not explicitly covered under Decree 132/2020/ND-CP. Intercompany loans, shareholder advances, and third-party financing with overlapping ownership previously fell outside RPT rules. They don’t anymore.
Practical example: an FDI company has VND 100 billion (~USD 4 million) in equity and VND 200 billion (~USD 8 million) in medium/long-term liabilities. A parent company loan of VND 25 billion (25% of equity) AND VND 100 billion (50% of liabilities) triggers related party classification — even if the loan terms reflect market rates.
Independent branches of foreign enterprises get specific treatment — transactions between a branch and its head office qualify as related party regardless of ownership percentages.
What changed from Decree 132/2020
| Criterion | Decree 132/2020 | Decree 20/2025 |
|---|---|---|
| Equity threshold | 25% ownership | 25% ownership (maintained) |
| Debt criterion | Not explicitly defined | 50% of medium/long-term liabilities |
| Financial borrowings | Implied coverage | Explicitly included |
| Credit institutions | Limited scope | Expanded to loan balances |
The combined threshold means entities previously classified as unrelated may now qualify — affecting interest deductibility and transfer pricing documentation. Review all 2024 classifications against the new criteria.
FDI-specific thresholds
Full transfer pricing documentation applies when annual revenue reaches VND 50 billion (~USD 2 million) AND related party transactions reach VND 30 billion (~USD 1.2 million). FDI enterprises meeting these thresholds need Master File, Local File, and Country-by-Country Report — available within 15 working days of a tax authority request.
Cross-border transactions face additional scrutiny. The General Department of Taxation examines whether intercompany financing meets arm’s length standards. The risk: historical loan agreements and shareholder advances treated as unrelated now require reassessment under Decree 20’s expanded definition. Proper VAS compliance frameworks help ensure accurate classification from the outset.
Annex I Disclosure and Documentation Requirements
Annex I disclosure
Annex I — Disclosure of Related Parties and Transactions — is the primary filing obligation. FDI enterprises submit it with the annual CIT return (March 31 for December FYE companies). The updated template captures both ownership and debt-based relationships.
Mandatory fields for FDI entities:
- Related party identification: legal name, tax code, jurisdiction
- Relationship basis: equity percentage AND medium/long-term debt percentage
- Transaction categories: goods, services, financial borrowings, royalties. Service fees and royalties to related parties also trigger Foreign Contractor Tax obligations.
- Transaction values: total amounts by category for the tax period
- Independent branch transactions: separate disclosure of head office dealings
| ⚠️ COMPLIANCE ALERT: Review 2024 disclosures using the new Annex I template. Enterprises that filed under the old format must verify whether debt-based relationships now trigger related party classification under the 50% criterion. |
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Tax authorities cross-reference Annex I against other declarations and third-party data. Incomplete or inconsistent disclosures trigger audit selection — especially for FDI entities with material intercompany financing where interest represents a large deduction.
Interest deduction cap and transitional relief
Net interest expenses on related party loans are capped at 30% of EBITDA (Decree 132/2020/ND-CP, Article 16). Excess interest carries forward for up to 5 consecutive years. This cap applies regardless of arm’s length pricing — it’s a fixed ceiling.
In practice: an FDI enterprise with VND 50 billion (~USD 2 million) EBITDA and VND 20 billion in net related party interest faces a VND 15 billion deduction cap (30% × 50B). The VND 5 billion excess (~USD 200,000) carries forward for up to 5 years. Missing the window means permanent non-deductibility.
Decree 20/2025 provides transitional relief under Article 3: enterprises with pre-2024 non-deductible interest from loans with credit institutions that qualified as related parties under Decree 132 but no longer do under Decree 20 can allocate those expenses evenly over 2024-2025. This relief expires after the 2025 tax period.
Calculation steps:
- Identify total non-deductible interest from periods before 2024
- Determine allocation based on current-period taxable income
- Apply allocated amount as deduction in 2024 or 2025
- Document allocation basis in transfer pricing file
| ⚠️ ACTION REQUIRED: Reassess pre-2024 non-deductible interest under transitional rules. The 2024-2025 allocation window is closing — missing it means the relief expires permanently. |
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SBV data sharing with tax authorities
The State Bank of Vietnam now coordinates directly with tax authorities, sharing data on: related persons of credit institution board members, shareholders owning 1%+ of charter capital, and affiliated companies per SBV’s management system.
In practice, tax authorities verify Annex I disclosures against actual loan records. A common compliance gap: FDI entities disclose equity-based related parties but omit debt-based relationships where credit institution loans meet the 50% threshold. SBV data-sharing closes that gap by giving auditors direct visibility into loan balances.
Filing checklist
- Assess relationships: Evaluate all counterparties against 25% equity + 50% debt criteria
- Identify transactions: Catalog all dealings with related parties by category
- Prepare Annex I: Complete updated template with relationship basis and values
- Transfer pricing file: Prepare documentation for transactions exceeding thresholds (Appendix II of Decree 132/2020/ND-CP)
- Submit: File Annex I with annual CIT return by March 31
- Retain records: Maintain supporting documents for inspection period (minimum 5 years)
Transfer pricing files must be available within 15 working days of tax authority request. When related party transactions exceed thresholds AND involve cross-border counterparties, full documentation is mandatory — no exceptions.
Risks and penalties
Common audit triggers
Tax authorities prioritize FDI entities with material intercompany transactions. Auditors scrutinize discrepancies between:
- Reported related party lists and shareholder registers
- Declared transaction values and financial statement amounts
- Interest expense deductions and loan documentation
- Cross-border payment declarations and Annex I categories
The #1 risk: omitting debt-based relationships that meet the 50% threshold. With SBV sharing loan data, auditors can identify credit institution loans treated as third-party transactions that actually qualify as related party under Decree 20.
Interest expense over-deduction occurs when financial borrowings are treated as unrelated-party transactions despite meeting the combined equity + debt criteria. This triggers reassessment plus penalties.
Penalty amounts
| Violation | Penalty |
|---|---|
| Late Annex I filing | VND 8-15 million (~USD 320-600) per Decree 125/2020/ND-CP |
| Incorrect declaration | 20% of deficit tax amount |
| Late payment | Interest from original due date |
| Inadequate TP documentation | Administrative penalties + potential reassessment |
Tax reassessment includes additional tax on undeclared income, late payment interest, administrative penalties for incorrect declarations, and potential criminal liability for serious violations.
Practical audit defense
Effective audit defense relies on: contemporaneous transfer pricing files, loan agreements demonstrating arm’s length terms, and detailed Annex I submissions that proactively address the 50% debt threshold.
Enforcement patterns in 2024-2025 show increased coordination between tax authorities and SBV, with auditors requesting loan data to verify related party classifications. Sectors facing the most scrutiny: manufacturing with complex intercompany structures, technology companies with royalty payments to parent entities, and financial services groups with layered lending arrangements.
The practical solution: reassess all financial borrowings against the combined equity + debt criteria now. Use transitional provisions for pre-2024 non-deductible amounts before the 2025 deadline. Ensure the accounting compliance framework captures debt relationships alongside ownership structures.
Budget VND 30-80 million (~USD 1,200-3,200) for transfer pricing advisory support during the initial reclassification — a fraction of potential reassessment costs.
GMT implementation also affects RPT strategies — enterprises with CIT incentives and related party transactions must model whether the effective tax rate triggers QDMTT top-up. After RPT compliance is cleared, distributable profits follow standard repatriation procedures through the DICA. For the broader tax framework, see the Vietnam Tax System hub.
This article reflects related party transaction regulations as of March 2026 under Decree 20/2025/ND-CP, Decree 132/2020/ND-CP, and Decree 125/2020/ND-CP. RPT rules are subject to implementing circulars — consult qualified tax advisors for compliance guidance specific to each enterprise’s operations.
