Consulting services for compliance with related-party transactions as per Decree 255/2026/ND-CP.

Consulting on related-party transaction compliance is a mandatory requirement for all FDI enterprises and multinational corporations in Ho Chi Minh City, when Decree 255/2026/ND-CP Officially replacing Decree 132/2020/ND-CP from July 1, 2026, with a series of changes regarding the exemption threshold for filing, the threshold for submitting the Transfer Pricing Report, and the priority order of comparative databases. With over 30 years of experience in accounting, auditing, and tax consulting, the team of experts at MAN – Master Accountant Network has directly partnered with hundreds of businesses to build transfer pricing documentation, handle transfer pricing audits, and promptly update on every legal change. The article below provides a complete and accurate summary of these changes. New points according to Decree 255/2026/ND-CP, This helps businesses proactively assess risks, avoid tax assessments, and optimize compliance costs right from the beginning of the fiscal year.

The context for managing related-party transactions in Ho Chi Minh City in 2026.

Ho Chi Minh City, as the economic powerhouse of the country, has always been a key area for tax inspections and audits, especially regarding transfer pricing practices. The application of artificial intelligence (AI) and big data to tax risk management systems has helped tax authorities identify anomalies in the financial statements of businesses with related-party transactions much faster than before.

The transition from Decree 132/2020/ND-CP to Decree 255/2026/ND-CP presents businesses with significant changes:

• The approach to managing the shift in tax administration: Decree 255/2026/ND-CP refers to the principles of tax management and tax inspection under the 2025 Tax Administration Law, while also supplementing the mechanism of "compliance management and compliance support" alongside the traditional risk management model.
• The comparative database now has a clearly defined order of priority, instead of allowing businesses and tax authorities to choose freely as before.
• Both the filing exemption threshold and the country-by-country reporting threshold have been adjusted, directly impacting the scope of compliance required by businesses.

Therefore, it is important to consult. related party transaction advisory services Professionalism, credibility, and timely updates in accordance with Decree 255/2026/ND-CP are extremely crucial to help businesses avoid unfortunate penalties and tax assessments.

Core legal framework: From Decree 132/2020 to Decree 255/2026

To effectively advise on related-party transaction compliance, the first step is to thoroughly understand the legal basis. As of 2026, the following documents are the highest-ranking legal basis:

Effectiveness of Decree 255/2026/ND-CP

From July 1, 2026, Decree 255/2026/ND-CP will replace Decree 132/2020/ND-CP, regulating tax management for related-party transactions of enterprises with related-party relationships. The new Decree amends and supplements the application principles in Article 3, referencing the tax management principles (Clause 4, Article 6) and tax inspection principles (Clause 1, Article 22) of the 2025 Tax Administration Law. It also refines the definitions of terms in Article 4 (adding the concepts of "Supreme Parent Company" and "Tax Agreement" referencing Resolution 107/2023/QH15 and Decree 236/2025/ND-CP; and refining the concepts of "Related-party Transaction," "National File," and "Global File"). The two core principles that MAN – Master Accountant Network always emphasizes when advising on compliance with related-party transactions remain unchanged:

• Arm's Length Principle: The price of transactions between related parties must be equivalent to the price of transactions between independent parties under comparable conditions.
• The principle of substance over form: Tax authorities have the right to reject legal forms that do not accurately reflect the economic nature of a transaction for the purpose of reducing tax liability.

Interest expense control and transitional provisions

The ceiling for deductible interest expenses when determining taxable income remains at 30% total net profit from business operations plus interest expenses and depreciation expenses (EBITDA). This continues to be a bottleneck that related-party transaction compliance consultants must skillfully address through optimizing capital structure and loan terms.

Points to note according to Clause 3, Article 23 of Decree 255/2026/ND-CP: enterprises eligible for the carry-forward of interest expense under Article 3 of Decree 20/2025/ND-CP (dated February 10, 2025) will continue to enjoy the remaining carry-forward period as stipulated in Article 3 of Decree 20/2025/ND-CP, in order to ensure the continuity of the policy and the rights of taxpayers.

The interconnected relationship is enhanced.

Decree 255/2026/ND-CP supplements and clarifies some cases for determining related party relationships in Article 5:

• Strengthening relationships through borrowing and lending: Businesses that engage in borrowing or lending transactions involving capital contributions from the owner or more at the time the transaction occurs during the tax period with individuals managing or controlling the business (or related individuals) are now also considered to have an affiliated relationship, similar to the previously defined borrowing and lending relationships.
• Adding cases where the relationship rule does not apply: Creditors and guarantors that are state-owned organizations with charter capital and functions in buying, selling, and handling debt, if they do not directly or indirectly participate in the management, control, capital contribution, or investment in the debtor or the guaranteed enterprise, shall not be considered to have an affiliated relationship with that enterprise.

The review of related parties during the compliance consultation process therefore needs to be updated according to the criteria in Article 5 of Decree 255/2026/ND-CP instead of relying solely on Decree 132/2020/ND-CP as before.

Database usage priority order

A key new point in Article 17 of Decree 255/2026/ND-CP is the clear regulation of the priority order for using databases when analyzing and comparing related-party transactions:

• The database is publicly available;
• Commercial database;
• The tax authority's database.

The decree also adds the concept of a national database as a reliable data source used in declaring, determining, and managing transfer pricing. Previously, the law did not specify this order of priority, leading to differences in how businesses and tax authorities selected comparative data. Businesses need to pay attention to applying the correct order when building price determination documents to increase persuasiveness in explanations.

Compatibility with international practices (OECD)

Vietnam continues to internalize OECD guidelines on Base Erosion and Profit Shifting (BEPS). The updated thresholds and methods for determining Country-by-Country Profit Reporting under Decree 255/2026/ND-CP (presented below) represent a step towards ensuring compatibility with OECD BEPS Action 13. Due to this complexity, businesses should seek advice from industry transfer pricing experts to ensure full compliance with related-party transaction regulations.

Three pillars in the Transfer Pricing Documentation

A standard related-party transaction compliance advisory process must ensure the creation and storage of records according to a three-tier model, as stipulated in Article 18 and Appendices I, II, III, and IV issued with Decree 255/2026/ND-CP.

Local File

This is the most important document reflecting the details of the legal entity's operations in Vietnam, with the content and documents listed in Appendix II issued with Decree 255/2026/ND-CP, including:

• Functional Analysis (FAR Analysis): provides a detailed description of the functions performed, the assets used, and especially the economic risks that the business faces.
• Depending on the nature of the transaction, the consultant will choose the appropriate pricing method: compare standalone prices (CUP), resale price (RPM), cost plus interest (CPM), compare net profit margins (TNMM), or allocate profits among related parties (PSM).

New points regarding cases where creating a Local File is exempt: According to point c, clause 2, Article 20 of Decree 255/2026/ND-CP, the revenue threshold for exemption from preparing Transfer Pricing Documentation has been raised to below VND 500 billion (previously below VND 200 billion), while the criterion of "business with simple functions" has been removed. Businesses still need to meet the remaining criteria (no revenue or expenses from the exploitation or use of intangible assets; revenue threshold below VND 500 billion; achieving the net profit margin for each specific sector) to be eligible for exemption. Expanding the scope of exemption aims to reduce compliance costs for businesses with low tax risks.

Master File

Providing a comprehensive overview of the entire multinational corporation's operations, according to the content and document categories in Appendix III issued with Decree 255/2026/ND-CP. When providing compliance consulting services for related-party transactions, MAN will support businesses in matching data between them. Local File and Master File To avoid conflicting information, including:

• Organizational structure and value-creating centers.
• The group's general transfer pricing policy.
• List of important intangible assets and their owners.

 Country-by-Country Report (CbCR)

This is the most notable change in Decree 255/2026/ND-CP (Article 19):

• The revenue threshold for preparing the CbCR report has been adjusted to the equivalent of €750 million or more, instead of the previous fixed threshold of VND 18 trillion, in order to reflect exchange rate fluctuations and ensure compliance with OECD guidelines in BEPS Action 13. The exchange rate is determined uniformly according to the central exchange rate or the average cross-exchange rate of December of the year preceding the reporting year, as published by the State Bank of Vietnam.
• The revenue threshold is now determined based on the consolidated global revenue of the fiscal year immediately preceding the reporting year, instead of the revenue for the tax period as before.
• The Decree clarifies cases where the CbCR report does not need to be submitted in Vietnam (for example, reports that have been automatically exchanged with Vietnamese tax authorities under international agreements; a designated organization that meets the conditions for submitting the report on behalf of the taxpayer; differences in revenue thresholds, exchange rates, or revenue determination principles between countries), as well as cases where the report must be submitted in Vietnam (for example, when the ultimate parent company is not obligated to prepare and submit the report in its country of residence, or when there is a lack of systematic information exchange that has been notified to the taxpayer).
• Additional regulations regarding format, method, and deadline for submission: The CbCR report must be submitted in encrypted XML format via the Tax Management Information System, no later than 12 months from the end of the fiscal year of the parent company of the reporting year. The designated entity submitting the report must also submit a Notice of the Entity Submitting the CbCR Report (Form No. 01/TB-BCLN).
• Important for compliance consulting activities: Decree 255/2026/ND-CP clearly stipulates that tax authorities are only allowed to manage and use the CbCR Report for risk management and information exchange in accordance with Vietnam's international commitments, and are not allowed to use the CbCR Report to adjust or fix transfer pricing.

Therefore, advising on related-party transaction compliance for the CbCR Report requires closer coordination with the parent company overseas to determine the correct thresholds, deadlines, and notification obligations under the new regulations.

Reference: Related party transaction documentation service.

Identify the risks of non-compliance with related party transaction regulations.

Based on practical experience in advising on related-party transaction compliance in Ho Chi Minh City, MAN – Master Accountant Network has identified three major risk groups that businesses typically face:

Risk of being taxed

If the valuation documents are incomplete, invalid, or the data cannot be proven objective, the tax authorities have the right to determine the profit margin based on industry data, in accordance with the data priority order in Article 17 of Decree 255/2026/ND-CP mentioned above. This often results in a much higher tax liability than the actual figure declared by the enterprise.

Administrative penalties and late payment

Based on Decree 125/2020/ND-CP, The penalties for violations related to related-party transactions are extremely severe:

• A fine of VND 15-25 million will be imposed for the act of failing to prepare documentation for determining the price of related-party transactions or failing to submit Form 01 of the declaration within the prescribed time limit.
• Penalty 20% on the amount of tax underpaid: If the tax authorities discover errors resulting in a shortfall in tax payable or an increase in the amount of tax exempted, reduced, or refunded.
• Late payment penalty: Calculated at a rate of 0.03%/day on the amount of tax overdue, this figure can reach hundreds of millions of VND if the case drags on for many years.

The lack of proper guidance on related-party transaction compliance leads to errors in declaring information on related-party relationships and transactions according to Appendices I, II, and III issued with Decree 255/2026/ND-CP, causing not only direct financial losses but also depriving businesses of opportunities to enjoy important tax incentives.

Damage to reputation

In Ho Chi Minh City, businesses assessed as high-risk for transfer pricing are subject to annual periodic inspections. Seeking a professional transfer pricing compliance consulting firm that stays up-to-date with new regulations is key to protecting your transfer pricing records in the eyes of regulatory authorities.

Professional related-party transaction compliance consulting process in Ho Chi Minh City.

MAN – Master Accountant Network understands that each business is a unique entity with its own specific transaction structures. MAN's related-party transaction compliance consulting solution is designed based on 5 optimal steps, updated according to Decree 255/2026/ND-CP:

Step 1: Conduct a comprehensive risk assessment (Health Check)

MAN conducted a review of related party relationships according to the criteria in Article 5 of Decree 255/2026/ND-CP (including newly added related party relationships through borrowing and lending) and the list of transactions arising during the year, and immediately identified weaknesses in the interest expense structure.

Step 2: Comparative analysis and pricing strategy development

Use databases in the order of priority stipulated in Article 17 of Decree 255/2026/ND-CP (public data, then commercial databases, and finally tax authority databases) to find the standard profit margin, ensuring the security of the records.

Step 3: Create a 3-level profile

Our team of experts directly advises on and prepares the National Dossier, the Global Dossier, and (if required) the CbCR Report, in accordance with the content categories in Appendices I, II, III, and IV issued with Decree 255/2026/ND-CP.

Step 4: Consultation on cost optimization and transaction structure.

Beyond simply ensuring compliance, MAN also assists businesses in reviewing contracts to ensure optimal efficiency and advises on the possibility of participating in the voluntary compliance support program established by the tax authorities under Clause 10, Article 21 of Decree 255/2026/ND-CP. This program publishes industry profit margins by sector and location to support businesses in declaring and determining transfer pricing in accordance with the arm's-length principle.

Step 5: Support in explaining and defending the data

When a tax audit decision is issued by the tax authorities, MAN will accompany the business throughout the explanation process, ensuring that the data, including the CbCR Report, is used for the intended purposes as stipulated in Decree 255/2026/ND-CP.

Conclusion and recommendations

2026 marks a new era of transparent tax management, with Decree 255/2026/ND-CP officially replacing Decree 132/2020/ND-CP from July 1, 2026. Proactively seeking compliance consulting solutions for related-party transactions early on is the most accurate investment for businesses to confidently focus on their production and business activities. 

Advice for businesses:

• Review the list of affiliated parties according to the new criteria in Decree 255/2026/ND-CP, especially lending and borrowing transactions with individuals who manage or control businesses.
• Verify whether the business is exempt from preparing Transfer Pricing Documentation based on the new revenue threshold (below VND 500 billion).
• For corporations with parent companies overseas, the revenue threshold for preparing the CbCR report should be reviewed to the equivalent of 750 million Euros, and the deadline for submitting the notification should be adjusted to avoid delays.
• Regularly update yourself on new legal documents or contact a professional related-party transaction advisory firm for guidance on correctly applying transitional provisions.

Contact MAN – Master Accountant Network For expert support and advice!

Contact information MAN – Master Accountant Network

• Address: No. 19A, Street 43, Tan Thuan Ward, Ho Chi Minh City
• Mobile/Zalo: 0903 963 163 – 0903 428 622
• E-mail: man@man.net.vn
• Google Business Profile: View MAN – Master Accountant Network's Google Business Profile 
• LinkedIn Founder: View expert Le Hoang Tuyen's LinkedIn profile. 

Responsible for production and professional content review by: Mr. Le Hoang Tuyen – Founder & CEO of MAN – Master Accountant Network. He is a CPA Vietnam auditor with over 30 years of in-depth experience in accounting, auditing, taxation, and corporate legal consulting.

Frequently Asked Questions about Related Party Transaction Compliance Consulting