Instructions for tax registration in case of restructuring in Vietnam

Tax registration in case of restructuring in Vietnam is specified in Article 20 of Circular 105/2020/TT-BTC as follows:

Instructions on tax registration in case of total division in Vietnam

(1) For the transferor entity:

The transferor entity shall apply for TIN deactivation to the supervisory tax authority as prescribed in Article 39 of the Law on Tax Administration 2019 and Article 14 of Circular 105/2020/TT-BTC.

According to the application for TIN deactivation filed by the transferor entity, the tax authority shall deactivate the TIN as prescribed in Article 39 of the Law on Tax Administration 2019 and Articles 15 and 16 of Circular 105/2020/TT-BTC.

(2) For the transferee entity:

The transferor entity shall apply for tax registration to the tax authority as prescribed in Articles 31, 32, 33 of the Law on Tax Administration 2019 and Article 7 of Circular 105/2020/TT-BTC.

According to the application for tax registration filed by the transferee entity, the tax authority shall issue a TIN to the taxpayer as prescribed in Article 34 of the Law on Tax Administration 2019 and Article 8 of Circular 105/2020/TT-BTC.

Instructions for tax registration in case of restructuring in Vietnam (Internet image) 

Instructions on tax registration in case of partial division in Vietnam

(i) For the transferor entity:

After the partial division, if any change to the tax registration occurs, the transferor entity shall apply for amendments to tax registration to the supervisory tax authority within 10 business days after being issued with the establishment and operation license, establishment decision or other equivalent document by the competent authority.

Required documents in the application:

- Application form for amendments to tax registration No. 08-MST appended to Circular 105/2020/TT-BTC;

- Copy of the decision on partial division or equivalent document;

- Copy of establishment and operation license, establishment decision or equivalent document.

The tax authority shall amend the tax registration of the transferor entity as prescribed in Article 36 of the Law on Tax Administration 2019 and Article 11 of Circular 105/2020/TT-BTC. The transferor entity shall keep using the TIN already issued to fulfill further tax liabilities.

(ii) For the transferee entity:

The transferee entity shall apply for tax registration to the tax authority as prescribed in Articles 31, 32, 33 of the Law on Tax Administration and Article 7 of Circular 105/2020/TT-BTC.

According to the application for tax registration filed by the transferee entity, the tax authority shall issue a TIN to the taxpayer as prescribed in Article 34 of the Law on Tax Administration 2019 and Article 8 of Circular 105/2020/TT-BTC.

Instructions on tax registration in case of acquisition in Vietnam

The acquirer may keep using its TIN. The acquired entity shall have its TIN deactivate.

(a) The acquired entity:

The acquired entity shall apply for TIN deactivation to the supervisory tax authority as prescribed in Article 39 of the Law on Tax Administration and Article 14 of Circular 105/2020/TT-BTC.

According to the application for TIN deactivation filed by the acquired entity, the tax authority shall deactivate the TIN as prescribed in Article 39 of the Law on Tax Administration 2019 and Articles 15 and 16 of Circular 105/2020/TT-BTC.

(b) The acquirer:

If the acquisition gives rise to changes of the tax registration, within 10 business days after being issued with the establishment and operation license, establishment decision or other equivalent document, the acquirer shall apply for amendments to tax registration to the supervisory tax authority.

Required documents in the application:

- Application form for amendments to tax registration No. 08-MST appended to Circular 105/2020/TT-BTC;

- Copy of acquisition contract or equivalent document;

- Copy of establishment and operation license, establishment decision or equivalent document.

The tax authority shall amend the tax registration of the acquired entity as prescribed in Article 36 of the Law on Tax Administration 2019 and Article 11 of Circular 105/2020/TT-BTC.

Instructions for tax registration in case of consolidation in Vietnam

(*)  The consolidating entities:

The consolidating entities shall apply for TIN deactivation to the supervisory tax authority as prescribed in Article 39 of the Law on Tax Administration 2019 and Article 14 of Circular 105/2020/TT-BTC.

According to the application for TIN deactivation filed by the consolidating entities, the tax authority shall deactivate their TINs as prescribed in Article 39 of the Law on Tax Administration 2019 and Articles 15 and 16 of Circular 105/2020/TT-BTC.

(**) The consolidated entity:

The consolidated entity shall apply for tax registration to the tax authority as prescribed in Articles 31, 32, 33 of the Law on Tax Administration 2019 and Article 7 of Circular 105/2020/TT-BTC.

According to the application for tax registration filed by the consolidating entities, the tax authority shall issue a TIN to the taxpayer as prescribed in Article 34 of the Law on Tax Administration 2019 and Article 8 of Circular 105/2020/TT-BTC.

Mai Thanh Loi

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