This article analyzes the new regulations on personal income tax for income from capital transfers, including the transfer of capital contributions, securities, and other forms of capital contributions, along with key considerations regarding the determination of taxable income, tax rates, and the timing of tax obligat
Income from capital transfer is one of the types of income subject to personal income tax (PIT) under the Law on Personal Income Tax.
Under the new regulations, the scope of income from capital transfer not only includes the sale of capital contributions in a company but also encompasses the transfer of securities, capital contributions in the form of capital contributions or securities to establish an enterprise or increase its capital, and other forms of capital transfer.
Correctly identifying the nature of the transaction is crucial for determining taxable income, tax rates, transfer price, acquisition cost, and the timing of tax obligations.
The following contents are summarized according to the amended and supplemented Law on Personal Income Tax 2025 and Decree 253/2026/ND-CP as per the stipulated regulations.
According to Clause 4, Article 3 of the Law on Personal Income Tax, taxable income from capital transfer includes:
According to Article 10 of Decree 253/2026/ND-CP, this income includes income from the transfer of a part or the whole of capital contributions in:
Example:
Mr. A contributed 5 billion VND to X Co., Ltd. and then transferred this capital contribution to Mr. B for 8 billion VND.
This is a transfer of capital contribution.
If the acquisition cost and reasonable expenses can be determined, the taxable income is, in principle, determined as follows:
Taxable income = Transfer price – Acquisition cost – Reasonable expenses
Then, a tax rate of 20% is applied to resident individuals.
According to Clause 2, Article 10 of Decree 253/2026/ND-CP, income from securities transfer includes income from the transfer of:
This is a point that requires special attention when distinguishing between capital transfer and securities transfer.
Mr. A bought shares of X Joint Stock Company for 5 billion VND. Then A sold these shares for 8 billion VND.
A has performed a share transfer, thus falling under the case of securities transfer.
According to Clause 2, Article 13 of the Law on Personal Income Tax:
PIT = Transfer price × 0.1%
Thus:
8 billion VND × 0.1% = 8 million VND.
Notably, for securities transfers, the tax base is the transfer price, not the actual profit margin between the selling price and the acquisition cost.
A notable point in Clause 3, Article 10 of Decree 253/2026/ND-CP is:
Income from contributing capital in the form of capital contributions or securities to establish an enterprise or increase its capital as prescribed by law is also identified as income from capital transfer.
This case is easily confused with ordinary capital contribution activities.
Mr. A owns a capital contribution in Company X.
Instead of selling this capital contribution for cash, A uses the capital he owns to contribute to Company Y to increase Company Y's capital.
In this case, A's assets are transferred from:
Capital contribution in Company X
to
Capital/shares in Company Y.
Similarly, if A uses shares he owns to contribute capital to establish or increase the capital of an enterprise, this is a case of capital contribution in the form of securities.
The important point is not to equate:
Capital contribution in kind
with
Selling assets for cash.
These are two transactions with different legal natures and require tax obligations to be determined according to the regulations applicable to each case.
Clause 4, Article 10 of Decree 253/2026/ND-CP also stipulates income from capital transfer in other forms, including:
Thus, the scope of regulation for income from capital transfer is relatively broad and not limited to the sale of capital contributions in limited liability companies.
A special case is stipulated in Clause 5, Article 10 of Decree 253/2026/ND-CP.
Accordingly, in the case of selling the entire:
in the form of capital transfer associated with real estate, the income is determined as:
Income from real estate transfer activities.
This is significant in correctly determining the type of taxable income.
Therefore, not every transaction in the form of a "capital transfer" is treated under the tax mechanism for capital transfers. It is necessary to consider the nature of the asset and the transaction structure.
According to Article 13 of the amended and supplemented Law on Personal Income Tax 2025, it is necessary to distinguish between capital transfer and securities transfer.
For resident individuals, PIT on income from capital transfer is calculated as follows:
PIT = Taxable income × 20%
Where:
Taxable income = Transfer price – Acquisition cost – Related reasonable expenses
Example:
Taxable income:
8 billion – 5 billion – 0.1 billion = 2.9 billion VND
PIT:
2.9 billion × 20% = 580 million VND.
Article 13 also stipulates a separate mechanism:
In cases where the acquisition cost and related expenses for the capital transfer cannot be determined, the PIT is determined by transfer price × 2%.
Example:
The capital transfer price is 8 billion VND, but the acquisition cost and related expenses cannot be determined.
PIT:
8 billion × 2% = 160 million VND.
Thus, the 2% rate is not the standard tax rate applied to all capital transfer transactions.
The 2% rate is only applied when the acquisition cost and related expenses cannot be determined as prescribed.
For securities transfers, Article 13 of the Law on Personal Income Tax stipulates:
PIT = Transfer price × 0.1%
and is determined for each transfer.
Example:
A sells shares for 8 billion VND.
PIT:
8 billion × 0.1% = 8 million VND.
The fundamental difference is:
Capital transfer:
Selling price – Acquisition cost – Expenses → 20% tax.
Securities transfer:
Selling price × 0.1%.
Therefore, correctly identifying the subject of transfer is the first and very important step in determining tax obligations.
According to Article 53 of Decree 253/2026/ND-CP, the transfer price is:
The amount of money an individual receives according to the capital transfer contract.
If the contract stipulates payment in installments or deferred payment, then:
The transfer price does not include installment interest or deferred payment interest according to the period specified in the contract.
The installment interest or deferred payment interest is handled according to regulations on income from capital investment.
If the contract does not specify the payment price or the tax authority has grounds to determine that the payment price is not consistent with the prevailing market price, the tax authority has the right to:
Inspect and assess the transfer price according to the provisions of tax administration law.
According to Article 53 of Decree 253/2026/ND-CP, the acquisition cost of the transferred capital is the value of the capital contribution at the time of transfer, determined by:
Total value of initial capital contribution + subsequent contributions or additional purchases.
The purchase price is the cumulative value of the capital contribution up to the time of transfer, based on:
The purchase price is the capital value at the time of purchase.
The basis for determination includes:
This is particularly important in proving the cost basis when determining taxable income.
Reasonable expenses related to generating income from capital transfer must be actual expenses incurred and supported by legal invoices and documents.
According to Article 53 of Decree 253/2026/ND-CP, these include:
Expenses for necessary legal procedures for the transfer transaction.
Fees and charges that the transferor must pay to the state budget as prescribed.
Other expenses with supporting documents.
For expenses incurred abroad, original documents must be certified by a notary public or independent auditor of the country where the expenses were incurred and must be translated into Vietnamese.
According to Article 13 of the Personal Income Tax Law, the time of determining taxable income from capital transfer is:
The time the transaction is completed according to the provisions of law.
Article 53 of Decree 253/2026/ND-CP specifies further:
The time of determining taxable income is the time the transaction is completed according to the provisions of law or the time of completing procedures for changing the list of capital contributors, except for special cases specified in Clause 6 of Article 53.
Therefore, when processing capital transfer dossiers, one should not only focus on the contract signing date or payment date but also determine the time the transaction is legally deemed complete.
This is one of the notable points in Clause 6, Article 53 of Decree 253/2026/ND-CP.
According to this regulation:
Individuals contributing capital with an existing capital contribution are not required to pay tax on capital transfer at the time of contribution.
This means that if an individual uses their existing capital contribution to contribute to an enterprise, at the time of contribution, the individual is not yet required to pay personal income tax on capital transfer for that capital contribution.
However, the tax obligation does not disappear.
When the individual:
the individual must fulfill the tax obligation for the capital contribution for which tax was not paid at the time of contribution.
Suppose:
A owns a capital contribution in Company X.
A uses this capital to contribute to Company Y.
At the time of contribution, A is not yet required to pay personal income tax on capital transfer for this capital contribution according to Clause 6 of Article 53.
The value of the capital contribution is determined according to:
The value of the capital contribution as per the capital contribution contract at the time of contribution.
Subsequently, if A transfers or withdraws this capital, the tax obligation will be determined according to the corresponding regulations.
Specifically, if A only transfers or withdraws a portion of the capital, the tax obligation is determined for the corresponding portion until it equals the value of the capital contribution as stipulated.
To avoid confusion in practice, the distinction can be made as follows:
| Transaction | Nature |
|---|---|
| Individual sells capital contribution in a limited liability company | Capital transfer |
| Individual sells stocks, bonds, fund certificates... | Securities transfer |
| Individual uses capital contribution/securities to contribute to an enterprise | Capital contribution with existing capital contribution/securities |
The special point is that all three cases fall within the scope of income from capital transfer according to Clause 4 of Article 3 and Article 10 of Decree 253/2026/ND-CP, but the method of determining income and tax obligations are not entirely the same.
In addition to taxable cases, the law also provides for notable tax exemption cases.
According to Clause 4, Article 5 of the amended and supplemented Personal Income Tax Law 2025:
Personal income tax exemption for the transfer of open-ended fund certificates established according to securities law, held for 02 years or more from the date of purchase.
Thus, when processing open-ended fund certificate transfer transactions, it is necessary to check:
If all conditions are met as stipulated, the income from the transaction falls under the case of personal income tax exemption.
Individuals with income related to capital transfer/contribution
↓
Capital contribution in an economic organization
→ Capital transfer
→ Normal tax rate: 20% on taxable income
Securities
→ Securities transfer
→ Tax rate: 0.1% on transfer price
Capital contribution with existing capital contribution/securities
→ Income from capital contribution falls within the scope of capital transfer according to Article 10
→ Need to determine the time and method of tax calculation according to corresponding regulations.
Other forms
→ Sale of enterprise, transfer of capital contribution rights...
→ Determined according to capital transfer regulations.
This article analyzes the new regulations on personal income tax for income from capital transfers, including the transfer of capital contributions, securities, and other forms of capital contributions, along with key considerations regarding the determination of taxable income, tax rates, and the timing of tax obligat
This article analyzes the new regulations on personal income tax for income from capital transfers, including the transfer of capital contributions, securities, and other forms of capital contributions, along with key considerations regarding the determination of taxable income, tax rates, and the timing of tax obligat
This article analyzes the new regulations on personal income tax for income from capital transfers, including the transfer of capital contributions, securities, and other forms of capital contributions, along with key considerations regarding the determination of taxable income, tax rates, and the timing of tax obligat
This article analyzes the new regulations on personal income tax for income from capital transfers, including the transfer of capital contributions, securities, and other forms of capital contributions, along with key considerations regarding the determination of taxable income, tax rates, and the timing of tax obligat
This article analyzes the new regulations on personal income tax for income from capital transfers, including the transfer of capital contributions, securities, and other forms of capital contributions, along with key considerations regarding the determination of taxable income, tax rates, and the timing of tax obligat
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