Is debt sale subject to value added tax in Vietnam?

Are credit institutions allowed to sell debts to their subsidiaries in Vietnam?

Based on the provisions at Clause 7, Article 5 of Circular 09/2015/TT-NHNN, as amended by Clause 3, Article 1 of Circular 18/2022/TT-NHNN regarding principles of debt purchase and sale, the regulations are as follows:

Principles for Debt Purchase and Sale

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7. Credit institutions are not allowed to sell debts to their own subsidiaries, except for the following cases:

a) Selling debts to a debt management and asset exploitation company according to a restructuring plan approved by the competent authority;

b) Credit institutions acting as entities receiving mandatory transfer to sell eligible debts to the commercial bank mandatorily transferred as per the approved mandatory transfer plan.

Thus, credit institutions are not allowed to sell debts to their own subsidiaries, except in the following cases:

- Selling debts to a debt management and asset exploitation company according to a restructuring plan approved by the competent authority;

- Credit institutions are entities receiving mandatory transfer, allowed to sell eligible debts to the commercial bank that is mandatorily transferred per the approved mandatory transfer plan.

What are requirements for a credit institution's debt sale in Vietnam?

Based on the regulations at Article 5 of Circular 09/2015/TT-NHNN, as amended by Clause 3, Article 1 of Circular 18/2022/TT-NHNN, the debt sale of a credit institution must meet the following requirements:

- The debt sale must not contravene the provisions of the credit agreement, the security contract signed between the debt-selling party, the customer, and the guarantor.

- The debt sale is based on the agreement between parties, complying with the provisions of Circular 09/2015/TT-NHNN and relevant legal regulations.

- Credit institutions and foreign bank branches selling debts do not require permission from the State Bank of Vietnam.

- Credit institutions and foreign bank branches must issue internal regulations on debt purchase and sale activities (including clear stipulations on authority delegation according to the principle of separating responsibilities between the assessment phase and the decision-making phase of debt purchase and sale; debt purchase and sale methods; debt purchase and sale processes; debt valuation process; debt auction process in case of debt self-auction and risk management regarding debt purchase and sale activities) before executing debt purchases and sales.

- In case of selling part of a debt or selling a debt to several buyers, the debt-selling party and the debt-buying parties must reach an agreement on the participation rate, method of execution, rights, and obligations of each party, the division of the value of secured assets (if any) related to the part of the debt being transacted, as well as other specific terms in the debt purchase and sale contract, ensuring compliance with legal provisions.

- Debts involved in purchase and sale activities must be monitored, accounted for, and statistically reported in accordance with legal regulations.

Is debt sale subject to value added tax in Vietnam? (Image from Internet)

Is debt sale subject to value added tax in Vietnam?

According to Clause 20, Article 4 of Circular 219/2013/TT-BTC, the regulation is as follows:

Objects Not Subject to VAT

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8. The following financial, banking, and securities services:

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d) Transfer of capital including partial or full transfer of invested capital in other economic organizations (regardless of whether or not a new legal entity is established), transfer of securities, transfer of the right to contribute capital and other forms of capital transfer as per legal regulations, including cases of selling an enterprise to another enterprise for business production where the buying enterprise inherits all rights and obligations of the selling enterprise as per legal regulations.

Example 6: In April 2014, Company A LLC contributed capital in the form of machinery and equipment to establish Company B JSC, and the capital contribution value of Company A LLC was valued at 2.5 billion VND, representing 25% of the capital of Company B JSC by the capital contribution acceptance board. In November 2014, Company A LLC sold its capital contribution in Company B JSC to ABB Investment Fund for 4 billion VND; this 4 billion VND received by Company A LLC is revenue from capital transfer not subject to VAT.

dd) Selling debts;

e) Foreign exchange trading;

g) Derivative financial services including: interest rate swaps; forward contracts; futures contracts; options on buying and selling foreign currency; other derivative financial services in accordance with legal provisions;

h) Selling assets securing an organization’s debt of which the Government of Vietnam holds 100% charter capital, established to handle non-performing loans of Vietnamese credit institutions.

Thus, debt sale activities fall under the category of financial and banking services which are not subject to value added tax (VAT).