Is it a problem if I haven't submitted the related-party transaction appendix yet?

Not yet submitted related party transaction appendix Is that okay? In the context of 2026, when tax authorities will strengthen control over related-party transactions. Decree 132/2020/ND-CP, Decree 20/2025/ND-CP With amendments and additions to Decree 132 and the application of AI to data analysis, omitting these appendices is no longer a simple procedural error. Businesses may face the risk of administrative penalties, disallowance of interest expense deductions, and even tax assessments with serious financial consequences. This article will help businesses fully identify the risks and provide timely, compliant solutions. 

Understanding Appendices 01, 02, and 03 correctly in the related party transaction dossier.

To answer the question of whether it's a problem if the related-party transaction appendix hasn't been submitted, it's first necessary to understand the nature of these appendices as stipulated in Decree 132/2020/ND-CP. The failure to submit the related-party transaction appendix often stems from confusion between different types of documents or from the company's inability to identify the related-party relationship in its business operations.

• Appendix 01 (Information on related parties and related-party transactions): This is the most important form, requiring businesses to list in detail the related parties, the type of transaction (buying and selling goods, providing services, borrowing, etc.), the transaction value, and the pricing method being applied. This appendix must be submitted at the same time as the Corporate Income Tax Return.
• Appendix 02 (National File Catalogue – Local File): This is a declaration confirming the existence and availability of the National File. This file focuses on detailed analyses of the taxpayer's business operations in Vietnam, including functional analysis and financial analysis of related-party transactions.
• Appendix 03 (Global File Catalogue – Master File): Similar to Appendix 02, this is a confirmation statement of the Global File, providing an overview of the multinational corporation, ownership structure, global business strategy, and the position of the Vietnamese legal entity in the overall value chain.

Deadline for submitting related party transaction appendices.

The Tax Administration Law stipulates that the deadline for submitting annual tax return documents is the last day of the third month from the end of the fiscal year. Failure to submit the related-party transaction appendix simultaneously with this tax return is considered an incomplete and legally incorrect submission of tax return documents. The General Department of Taxation's centralized tax management system (TMS) will automatically record this error and add the business to the list of monitored administrative violations.

Risks of not submitting the related party transaction appendix.

In 2026, tax authorities will no longer simply offer reminders or provide assistance. The development of digital infrastructure will allow for more rigorous inspections. The lack of these appendices will lead to a chain of consequences, from administrative to financial, that businesses will find difficult to cope with.

Penalties for administrative violations regarding tax procedures - Decree 125/2020/ND-CP

When a business fails to submit the related-party transaction appendix, this violation will be subject to the penalty framework. Decree 125/2020/ND-CP Regarding administrative penalties for tax and invoice violations.

• Basic penalty: A fine of VND 8,000,000 to VND 15,000,000 will be imposed for the failure to submit the required appendices on tax management for enterprises with related-party transactions along with the corporate income tax return.
• Penalty scale: If the submission is delayed by less than 90 days, the penalty may be lighter if the business has mitigating circumstances. However, if the failure to submit the related-party transaction appendix extends beyond 90 days or is only done after notification from the authorities, the highest penalty will be applied, along with administrative enforcement measures if compliance is not achieved.

Note: This penalty applies separately to each tax period. If a business has related-party transactions for three consecutive years but fails to declare them, the total administrative penalty could amount to nearly 50 million VND, not including interest charges of 0.03%/day.

Interest expense is excluded.

This is a potential risk that many businesses often overlook. According to Article 15 of Decree 132/2020/ND-CP, the total interest expense deductible when determining corporate income tax shall not exceed 30% of EBITDA.

However, the right to carry forward excess interest expense to subsequent tax periods (within a maximum of 5 years) is only granted to businesses that fully comply with tax declaration regulations. If a business has not submitted the related-party transaction appendix, the tax authorities have sufficient legal grounds to reject this right to carry forward the expense.

As a result, the company was permanently disallowed the portion of interest expense exceeding the 30% EBITDA limit, mechanically increasing taxable income and causing direct financial losses. The failure to submit the related-party transaction appendix in this case turned a legitimate expense into a disallowed expense, severely impacting the company's cash flow.

To avoid unnecessary mistakes, businesses should consult... related party transaction advisory services The entire data system will be reviewed by specialized, reputable, and experienced units to ensure maximum compliance before the final settlement period.

Risk of being assessed for tax

The most serious risk of not submitting the related-party transaction appendix is that the business loses the right to self-declare its taxes and is subject to tax assessment by the tax authorities. This is considered the most serious financial consequence for many businesses.

Based on Clause 1, Article 50 of the 2019 Tax Administration Law and Article 20 of Decree 132/2020/ND-CP:

• When taxpayers fail to declare, declare incomplete information, or have not submitted the related-party transaction appendix, the tax authorities have the right to use internal databases (commercial databases, industry databases) to determine the price, profit margin, or profit allocation ratio for the business.

Possible consequences:

• Tax arrears assessment: The assessed profit margin is often based on comparable businesses with the best business performance in the industry, and is significantly higher than the actual figures achieved by the business.
• Penalty for violations: A penalty of 20% will be imposed on the amount of tax underpaid due to incorrect or incomplete declarations resulting in tax shortfalls.
• Late payment penalty: Calculated at 0.031 TP3T/day on the total amount of back taxes. This amount accumulates over time from the time of tax settlement to the time of inspection (usually 3-5 years), creating a huge sum.

Cases that businesses often overlook in the related-party transaction appendix.

Based on practical experience, the reasons why businesses have not submitted the related-party transaction appendix usually fall into the following scenarios:

• Borrowing from individual executives (Directors/Owner): This is the most common error in Vietnam. According to point l, clause 2, article 5 of Decree 132, if an individual lends to a business at least 25% of the owner's contributed capital, then that individual and the business are related parties. Many accountants do not declare this because they believe that "interest-free loans are not transactions," but in reality, the lack of interest is a non-market-based related party transaction.
• Transactions between sister companies within the same ecosystem: Even though they are all located in Vietnam and apply the same corporate income tax rate (20%), any transactions involving the purchase and sale of goods, services, office rentals, etc., must still be declared. The mistake of assuming that "there is no risk of tax evasion, so there is no need to declare" leads to businesses failing to submit the related-party transaction appendix and incurring unnecessary administrative penalties.
• Businesses enjoying tax incentives (Export Processing Zones, Software): Tax authorities pay special attention to these businesses to control the transfer of profits from high-tax rate areas to low-tax rate areas. Failure to submit related-party transaction appendices in these cases will trigger a comprehensive audit by transfer pricing inspectors.

Data verification and reconciliation process

In 2026, the tax authorities will implement a three-tiered control process for entities suspected of failing to submit related-party transaction appendices:

• Level 1 – Reconciliation of Declarations: The AI system scans all account balances for account 341 (Loans and Financial Lease Liabilities), accounts 131, and 331 on the Balance Sheet. If it detects large loan balances from parties whose names match those of board members but who have not yet submitted related party transaction appendices, the system will send an automatic warning notification.
• Level 2 – Profit Margin Analysis: The tax authorities compare the company's gross profit margin and net profit margin with the industry average. If they fall below the safe threshold while the company has not yet submitted the related-party transaction appendix, the file will be subject to desk audit.
• Stage 3 – On-site Inspection: This is the final step. If the business still cannot explain why it has not submitted the related-party transaction appendix or cannot provide the Pricing Documentation (Local File/Master File), the inspection team will proceed with immediate tax assessment.

In high-risk businesses, outsourcing the work may be necessary. hire someone to prepare related party transaction documents. This is the optimal solution to protect legitimate interests, helping businesses have a complete set of documents proving the reasonableness of transaction prices before the inspection team begins its work.

Instructions on how to handle the situation when the related party transaction appendix is found to have not been submitted.

If your business discovers that it has not yet submitted the related-party transaction appendix, follow these steps immediately to minimize potential losses:

Step 1: Review the relationship and transaction value.

Review the list of shareholders and affiliated parties according to Article 5 of Decree 132. Calculate the total value of purchase, sale, and loan transactions during the year. Note: Even transactions that do not involve payment (such as borrowing assets, free technical support) must be listed to determine the declaration obligation.

Step 2: Submit additional tax documents immediately.

If the tax authorities have not yet issued an audit decision, please submit Appendices 01, 02, and 03. Proactively rectifying the failure to submit the related-party transaction appendices before an audit is a prerequisite for applying the minimum penalty or for exemption from the penalty if the error can be proven to be due to a technical mistake and does not result in a shortfall in tax payable.

Step 3: Complete the Pricing Documentation (TP Documentation)

Don't just submit the appendix and leave it at that. The appendix is only the tip of the iceberg. Businesses need to prepare both national and global records to prove that the transaction prices are consistent with market prices. With a well-prepared record, even if the business previously made a mistake by not submitting the related-party transaction appendix, the chances of negotiating with the tax authorities to avoid tax assessment will be much higher.

Reference: Transfer pricing services.

Conclude

Failure to submit the related-party transaction appendix is no longer a minor oversight, but a high-risk indicator in the eyes of the tax authorities. Under the legal framework of Decree 132/2020/ND-CP and the 2019 Tax Administration Law, businesses not only face administrative penalties but also risk having their expenses disallowed, being subject to tax arrears, and even having taxes assessed with very high financial costs.

Instead of reacting passively when inspections occur, businesses need to proactively review related-party transactions, complete appendices, and prepare documentation for price determination from the outset. This is not only a compliance obligation but also a way to protect financial interests and minimize long-term risks. 

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

Contact information MAN – Master Accountant Network

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Content is moderated by: Mr. Le Hoang Tuyen – Founder & CEO of Man, CPA Vietnam Auditor with over 30 years of experience in Accounting, Auditing and Financial Consulting.

Answers to frequently asked questions regarding the failure to submit the related party transaction appendix.