What are regulations on tax registration in the case of enterprise acquisition in Vietnam in 2025?

Shall the TINs of enterprises be remained upon acquisition in Vietnam?

According to the provisions of Clause 1, Article 201 of the Law on Enterprise 2020, one or several enterprises (hereinafter referred to as the acquired enterprise) may acquire into another enterprise (hereinafter referred to as the acquiring enterprise) by transferring all assets, rights, obligations, and legitimate interests to the acquiring enterprise, and simultaneously dissolving the existence of the acquired enterprise.

Based on the provisions of Clause 3, Article 20 of Circular 86/2024/TT-BTC (Effective from February 6, 2025), the acquiring enterprise is allowed to retain its TIN.

Regarding the acquired enterprises, the effectiveness of their TINs is deactivated.

What are regulations on tax registration in the case of enterprise acquisition in Vietnam in 2025?

The tax registration in the case of enterprise acquisition in 2025 is regulated under Clause 3, Article 20 of Circular 86/2024/TT-BTC (Effective from February 6, 2025) as follows:

(1) For the acquired enterprise:

The acquired enterprise must perform procedures to deactivate the effectiveness of its TIN with the directly managing tax authority in accordance with Article 39 of the Tax Administration Law 2019 and Article 14 of Circular 86/2024/TT-BTC.

Based on the dossier for deactivation of the TIN effectiveness of the acquired enterprise, the tax authority shall carry out the procedures to deactivate the TIN’s effectiveness according to the provisions of Article 39 of the Tax Administration Law 2019 and Articles 15 and 16 of Circular 86/2024/TT-BTC.

(2) For the acquiring enterprise:

In cases where the acquisition causes changes in tax registration information, within 10 working days from the date of issuance of the Establishment and Operation License, Decision of Establishment, or other equivalent documents, the acquiring enterprise must proceed with the procedures to change tax registration information with the directly managing tax authority.

The dossier includes:

- Declaration form for adjusting, supplementing tax registration information form No. 08-MST issued together with Circular 86/2024/TT-BTC;

- Copy of the acquisition Agreement or equivalent document;

- Copy of the Establishment and Operation License, Decision of Establishment, or other equivalent document.

The tax authority shall perform the procedures for changing the tax registration information of the acquiring enterprise according to the provisions of Article 36 of the Tax Administration Law 2019 and Article 11 of Circular 86/2024/TT-BTC.

What are regulations on tax registration in the case of enterprise acquisition in Vietnam in 2025? (Image from the Internet)

What are the TIN deactivation rules in Vietnam?

The TIN deactivation rules are stipulated in Clause 3, Article 39 of the Tax Administration Law 2019 as follows:

- The TIN must not be used in economic transactions from the date the tax authority issues a notice of deactivation;

- A deactivated TIN of an organization cannot be reused, except in cases specified in Article 40 of the Tax Administration Law 2019, specifically:

Reactivation of TIN

1. Taxpayers who register with businessman registration, cooperate registration, business registration can have their legal status reactivated as per legal provisions and, concurrently, their TIN reinstated.

2. Taxpayers registering directly with the tax authority may submit a request to reactivate their TIN in the following cases:

a) A competent authority issues a document canceling the decision to revoke the business registration certificate or equivalent license;

b) Should there be a need to continue business activity after submitting a dossier for deactivation of the TIN’s effectiveness, but before the tax authority issues a deactivation notice;

c) When a tax authority issues a notice that the taxpayer is not operating at the registered address but the license has not been revoked and the TIN has not ceased being effective.

3. The TIN may continue to be used in economic transactions from the effective date of the decision to reactivate legal status by the business registration agency or the date the tax authority announces the reactivation of the TIN.

4. The application for TIN reactivation includes:

a) A written request for TIN reactivation;

b) Other related documents.

- When the TIN of a business household or individual business ceases being effective, the TIN of the representative of the business household remains effective and may be used to fulfill other tax obligations of that individual;

- When enterprises, economic organizations, other organizations, and individuals deactivate their TIN, they must also deactivate the effectiveness of any substitute TINs;

- If the taxpayer is the managing unit, when its TIN ceases being effective, dependent units must also have their TINs deactivated.