Related-Party Transaction Records: Threshold for Exemption Raised to 500 tỷ

Transfer pricing documentation is currently one of the most critical tax compliance issues for foreign-invested enterprises (FIEs) and multinational corporations in Vietnam. Two factors are driving increased attention to this issue: Vietnam has implemented the Global Minimum Tax (Pillar Two), and effective July 1, 2026, Decree 255/2026/ND-CP officially replaces Decree No. 132/2020/ND-CP and Decree No. 20/2025/ND-CP. This article provides a comprehensive analysis based on the new legal framework, covering: the definition of related-party transactions; entities required to prepare transfer pricing documentation and those exempt from such requirements; the three-tier structure of documentation; the priority order of comparable data sources; and common risks that can lead to tax assessments. The goal is to help businesses proactively comply starting with the 2026 tax period.

Why are related-party transaction records a key focus of taxation in 2026?

There are two reasons why 2026 is a special year.

First, the legal framework has changed. Decree No. 255/2026/ND-CP was issued by the Government on June 30, 2026, takes effect on July 1, 2026, and applies to the 2026 corporate income tax filing period. This means that the 2026 annual tax return must be prepared in accordance with the new regulations, including for transactions that occurred in the first half of the year.

Second, oversight is becoming increasingly strict. With the implementation of the global minimum tax, the transfer of profits abroad through transfer pricing is monitored through an international data exchange system.

Many businesses engage in legitimate, profitable operations but are still being required to pay back billions of dong. The main reason is not intentional fraud but errors in preparing documentation for related-party transactions:

• Failure to demonstrate comparability when comparing to market prices, or use of data sources that do not follow the correct order of priority.
• Lack of documentation proving the nature of the group’s internal services.
• Violation of the interest expense limit as prescribed.

What is a related-party transaction record?

Transfer Pricing Documentation is a set of documents prepared by a taxpayer to demonstrate that the prices and profit margins in transactions with related parties are determined in accordance with the arm’s-length principle, equivalent to transactions between independent parties.

New Provisions in Decree 255 Defining Related-Party Transactions

Paragraph 1 of Article 4 of Decree No. 255/2026/ND-CP provides as follows:

Related party transactions include the purchase, sale, exchange, lease, rental, borrowing, lending, transfer, and assignment of goods; the provision of services; borrowing, lending, financial services, financial guarantees, and other financial instruments; the purchase, sale, exchange, lease, rental, borrowing, lending, transfer, and assignment of tangible and intangible assets; and agreements to purchase, sell, and jointly use resources such as assets, capital, and labor, and to share costs between related parties, excluding business transactions involving goods and services subject to state price regulation as stipulated by law on pricing.

Key changes in the Decree to note: Transactions involving borrowing, lending, and agreements on the joint use of resources and cost-sharing have been clearly documented.

Cases considered to be linked

To prepare accurate records, the first step is to correctly identify related-party relationships. According to Paragraph 2 of Article 5 of Decree No. 255/2026/ND-CP, parties are considered to have a related-party relationship if they fall under one of the following main categories:

• Ownership of capital: One party directly or indirectly holds at least 25% of the other party’s equity capital.
• Jointly owned with a third party: Both parties have at least 25% of owners’ equity held directly or indirectly by a third party.
• Largest shareholder: One party is the largest shareholder of the other party in terms of equity capital and holds at least 10% of the other party’s total shares.
• Guaranteeing or providing a loan: One party guarantees or lends funds to the other party on the condition that the loan amount is at least 25% of the borrower’s owners’ equity and accounts for more than 50% of the borrower’s total medium- and long-term debt.
• Appointment of the leadership: One party appoints members of the executive management board or exercises control over the other party, provided that the number of appointed members constitutes more than 50% of the total number of members on the executive management board; or one member has the authority to make decisions regarding financial policies or business operations.
• Together with the leadership team: Two companies either both have more than 50% members on their boards of directors or both have a board member with the authority to make decisions regarding financial policies and business operations who is appointed by a third party.
• Managed by an individual or family: Two businesses managed or controlled by individuals who are close family members (spouse, parents, children, siblings, etc.).
• The Relationship Between Headquarters and Permanent Offices: The relationship between a business and the permanent establishment of a foreign business in Vietnam.
• Actual control: One or more businesses are controlled by an individual through that individual’s equity interest in the business or through direct involvement in the management of the business.
• Actual transactions establishing an affiliated relationship: Other cases in which an enterprise exercises de facto management, control, and decision-making over the production and business operations of another enterprise.
• Capital Contribution Relationships: A business engages in transactions involving the transfer or acquisition of at least 25% of the business owners’ capital contributions during the tax period.

New features:

• Capital transfers, borrowing, lending, and loans with individuals: A business that engages in transactions involving the transfer or receipt of at least 25% of owners’ capital contributions during the tax period; or engages in transactions involving borrowing, lending, or lending out at least 10% of shareholders’ capital at the time the transaction occurs during the tax period, with individuals who manage or control the business or with individuals who are relatives as defined by regulations.

Practical Note:

In cases where a business owner or a relative lends money or assets to the company, starting with the 2026 corporate income tax filing, if the transaction value reaches 10% of the owner’s capital contribution, the business may be deemed to have a related-party relationship and be subject to reporting obligations.

Entities required to prepare and those exempt from preparing Related Party Transaction Documents.

To determine which businesses are required to file records and which are exempt under Decree No. 255/2026/ND-CP, it is necessary to clearly distinguish between two separate obligations:

• Reporting Obligation: Report information on related-party relationships and transactions in accordance with Appendix I issued pursuant to Decree No. 255/2026/NĐ-CP and submit it along with the corporate income tax return.
• Documentation Requirements: Prepare, maintain, and submit documentation verifying the pricing of related-party transactions upon request by the tax authority.

Note: The fact that a business is exempt from one obligation does not automatically mean it is exempt from another.

Mandatory group

All taxpayers engaged in related-party transactions falling within the scope of Decree No. 255/2026/ND-CP must report information on related-party relationships and transactions in accordance with Appendix I attached to the Decree (Download Appendix I). Unless an exemption under Article 20 applies, the taxpayer must also prepare a transfer pricing documentation file.

Specifically, related-party transactions are considered to arise when the following economic activities occur between related parties:

• Goods: Buy, sell, exchange, rent, lease, borrow, lend, transfer, or assign goods;
• Services: Management services, technical support, consulting services, financial services, logistics, human resources management…
• Tangible and Intangible Assets: This includes both tangible assets (machinery, factories) and various types of intangible assets (intellectual property rights, trademarks, trade secrets, patents).
• Financial Transactions: Borrowing, lending, providing loan guarantees, supplying financial resources, and entering into internal debt-offset agreements.
• Resource Agreement: Purchasing, selling, agreeing on the joint use of resources, and sharing costs among affiliated parties.

Businesses should note that any transaction that generates economic benefit (whether cash-bearing or not) between two related parties must be recorded and declared in the related-party transaction records.

See details: Instructions for completing the Related Party Transaction Declaration Form.

Cases exempt from preparing Related Party Transaction Documents.

Businesses are exempt from preparing the Local File, Master File, and Country-by-Country Report of Profit and Loss (CbCR) in the following specific cases:

Group 1: Exempt from filing a valuation declaration and from preparing documentation

This category applies when the taxpayer transactions occur only with domestic affiliates and at the same time meet all of the following conditions:

• All affiliated parties are subject to corporate income tax in Vietnam;
• The parties apply the same corporate income tax rate as that applied to taxpayers;
• Neither party is entitled to corporate income tax benefits during the tax period.

Businesses in this category are exempt from filing under Sections III and IV of Appendix I and are exempt from preparing documentation. However, businesses You must still declare the grounds for exemption in Sections I and II of Appendix I.

Group 2: Still required to file a return but are exempt from preparing documentation

Taxpayers are still required to report the transfer pricing of related-party transactions in accordance with Appendix I, but are exempt from preparing documentation if they fall under one of the following three circumstances.

Case 1: Thresholds and Values for Related-Party Transactions

Businesses with revenue of less than 50 billion dong during the tax period and The total value of related-party transactions occurring during the tax period was less than 30 billion dong.

Case 2: A prior agreement has been signed regarding the APA method for determining the taxable value

Taxpayers who have signed an APA and filed their annual reports in accordance with regulations. Related-party transactions not covered by the APA must still be reported and priced in accordance with Article 18 of Decree No. 255/2026/ND-CP. Therefore, the exemption from filing documentation applies only to transactions covered by the APA.

New Provisions of the Decree: Revenue Thresholds and Profit Margins

This provision applies when a taxpayer engages in business activities No revenue or expenses arise from the exploitation or use of intangible assets, there is revenue of less than 500 billion dong, Remove the implementation requirement for simple functions and apply the net profit margin before interest expense and corporate income tax (excluding the difference between revenue and expenses from financial activities) as a percentage of net revenue at the following rates:

• Distribution: From 5% onwards;
• Production: From 10% onwards;
• Processing: From 15% onwards.

See details: No related-party transaction documentation is required.

Standard Linked Transaction Documentation Structure

According to Decree No. 255/2026/NĐ-CP and international standards (OECD BEPS Action 13), a complete transfer pricing documentation package consists of three levels.

Local File

National Profile of Related-Party Transactions The Local File plays a central role in proving the legitimacy of related-party transactions arising during the period. In fact, this is also the first document that Vietnamese tax authorities examine, therefore businesses need to prepare the following information thoroughly:

• Function: Provides detailed information about the company's related-party transactions in Vietnam. This is a key document for tax authorities to verify compliance with market pricing.
• Content: Description of the company's organizational chart; business strategy; details of related-party transactions (value, payment method); functional, asset, and risk analysis (FAR Analysis); and most importantly, economic analysis to compare the company's profitability with comparable independent entities.

Master File

A Master File is created to provide a comprehensive overview of the operations of an entire multinational corporation, thereby helping tax authorities assess consistency in transfer pricing policies across countries. The content of the Master File typically focuses on the following core information:

• Function: Provides an overview of the group’s global business operations, helping tax authorities assess the consistency of transfer pricing policies across countries.
• Content: The group’s ownership structure; its primary profit-generating business segments; its supply chain for goods and services; the group’s portfolio of intangible assets; internal financial activities; and global consolidated financial statements.

Country-by-Country Report (CbCR)

The Country-by-Country Report (CbCR) is designed to provide tax authorities with a comprehensive overview of the allocation of revenue, profits, and tax obligations of a multinational corporation globally. Accordingly, the CbCR focuses on reflecting the following key aspects:

• Function: A macro-level risk management tool that helps tax authorities identify the transfer of profits between countries.
• Content: Revenue, pre-tax profit, corporate income tax paid, capital, number of employees, and tangible assets in each country and territory where the group operates.

Key Changes in Decree 255 on Transfer Pricing Reporting: Any ultimate parent company in Vietnam with global consolidated revenue in the fiscal year immediately preceding the reporting year of 750 million euros or more must prepare and file a CbCR. The previous threshold was 18,000 tỷ đồng, calculated based on revenue for the current tax period. The CbCR is submitted in XML format via the Tax Administration Information System. The exchange rate used to convert the revenue threshold is determined based on the exchange rate published by the State Bank of Vietnam for December of the year immediately preceding the reporting year.

Compiling a complete set of documentation for all three levels is only a necessary condition. The decisive factor in whether the documentation can truly protect the business lies in the valuation methodology and the source of comparative data. To ensure the accuracy of the data and the ability to justify it, businesses may consider related party transaction documentation service. Standardizing processes from the outset helps reduce the pressure during tax filing season and significantly minimizes the risk of having taxes assessed.

Methods for Determining Transfer Pricing Under Decree 255

Decree No. 255/2026/NĐ-CP continues to prescribe the methods for determining prices in Articles 13, 14, and 15, including:

• The Comparable Prices of Independent Transactions (CUP) method.
• Resale Price Method.
• Cost Plus method.
• The Profit Margin Comparison Method (PMM) – The most common.
• Profit Split method.

Updates to the priority order of comparison data sources

This change has a direct impact on the quality of the records. According to Paragraph 3 of Article 17 of Decree No. 255/2026/ND-CP, the databases are to be used in the following order of priority:

The application of this order of priority must ensure compliance with the principles of analysis and comparison set forth in Article 6 of the Decree.

Paragraph 4 of Article 17 also stipulates the order of priority for selection comparison object:

• The taxpayer’s internal comparables;
• A person who is a resident of the same country or territory as the taxpayer;
• The target groups in countries in the region have similar industrial conditions and levels of economic development.

See details: Database for managing transfer pricing.

Why are businesses often subject to tax assessments?

During an audit, the tax authority does not merely check whether a business has prepared its records. The tax authority also assesses the quality of the records, the validity of the comparative data sources, and the business’s willingness to provide documentation. The table below summarizes the key risks under the new legal framework.

Risks in related-party transaction records rarely stem from intentional violations. Most arise from technical errors and a failure to keep up with new regulations. Proactively reviewing related-party relationships in accordance with Article 5, verifying the order of data sources in accordance with Article 17, monitoring the 30% EBITDA threshold, and finalizing documentation before the tax filing deadline will help businesses minimize the risk of tax assessments in 2026 and subsequent periods.

Conclude

Decree No. 255/2026/NĐ-CP largely retains the regulatory framework of Decree No. 132/2020/NĐ-CP, but there are four changes that businesses need to be aware of immediately for the 2026 fiscal year-end settlement:

• The scope of transactions and affiliated relationships has been expanded to include borrowing and lending.
• The threshold for exemption from filing financial statements based on profit margin has been raised to less than 500 billion dong.
• The source data for comparison must follow the required order of priority.
• The CbCR threshold has been adjusted to 750 million euros in accordance with OECD guidelines.

The use of related party transaction advisory services Drawing on expertise from specialized units, we help businesses assess risks and standardize their Local File, Master File, and CbCR in accordance with the new regulations. For multinational corporations and foreign-invested enterprises (FIEs) with complex transactions, the solution Transfer pricing consultancy plays an important role in establishing an appropriate pricing policy at the very beginning of the period.

If a business is conducting transactions with an affiliated party or is unsure whether it is required to file or is exempt from filing under the new regulations, an early review will help identify any non-compliance issues in a timely manner and make the necessary legal adjustments before the tax authorities intervene.

Contact MAN – Master Accountant Network for detailed support and advice on regulations regarding related-party transactions!

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 Affiliate Transaction Profiles

Will there be a penalty if the related-party transaction documentation is incomplete by the time of corporate income tax settlement?

There are risks. According to Paragraph 3 of Article 18 of Decree No. 255/2026/ND-CP, the documentation must be prepared prior to the filing of the annual corporate income tax return and must be retained and presented upon request by the tax authority. If the documentation is incomplete or not provided on time when requested by the tax authority, the business risks having its tax assessed and being subject to administrative penalties.

If a business is exempt from preparing related-party transaction documentation, is there anything else it needs to do?

Yes. Even if a business is exempt from filing documentation under Article 20 of Decree 255/2026/ND-CP, it must still submit Appendix I along with its corporate income tax return, at least the section detailing the basis for the exemption. Businesses must also retain documentation proving the conditions for the exemption (revenue, transaction value, profit margin, etc.) to provide an explanation during audits or inspections.

Which cases are exempt from submitting documents if the revenue threshold is below 500 billion VND?

This threshold applies only to the case specified in Point c, Paragraph 2, Article 20: enterprises that do not generate revenue or expenses from the exploitation or use of intangible assets and achieve the minimum net profit margin for their sector (distribution: 5%; manufacturing: 10%; processing: 15%).

Is it possible to file a tax return without comparative market data?

Businesses are still required to file their tax returns on time. However, the lack of comparative data poses a significant risk because the tax return must be prepared before the filing deadline. When searching for data, businesses must follow the order of priority set forth in Article 17: official public data first, followed by commercial databases. If the filing does not meet the requirements, the tax authority may use the tax administration database to make an assessment. The period from January to March is a critical time for completing the comparative analysis.