Vietnam’s Ministry of Finance has circulated two draft resolutions to address longstanding tax compliance difficulties faced by dormant and inactive businesses. Together, they propose relief from certain tax filing requirements, reduced penalties for late filings, and the write-off of certain license fee debts and late-payment interest.
For foreign investors with dormant subsidiaries, discontinued operations, or unresolved company closure procedures in Vietnam, the proposals could provide an opportunity to address historical compliance obligations more efficiently.
Key Takeaways:
- Still drafts. Vietnam’s Ministry of Finance has proposed two resolutions for taxpayers in tax status 03 (ceased operations, tax code not yet terminated) or status 06 (not operating at registered address). Neither is in force yet.
- Lower penalties for late tax filings. Eligible taxpayers who complete overdue filings would pay 30% of the standard penalty through June 30, 2027, 50% from July 1 to December 31, 2027, and 70% from January 1 to June 30, 2028.
- Possible debt write-offs (separate draft). A companion draft National Assembly resolution proposes writing off unpaid business license fee (môn bài) debts up to December 31, 2025, and late-payment interest for status 03/06 taxpayers who pay their principal tax debt and file to restore or terminate their tax code by June 30, 2028.
- Not automatic, and not FIE-specific. Eligibility depends on the entity’s recorded tax status, not on foreign ownership or a pause in operations. Cases involving tax evasion, fraud, or illegal invoices are excluded.
- Act on facts, not assumptions. Check your entity’s tax status, review missing filings and liabilities, and decide whether to restore operations or dissolve. Monitor the final resolution before relying on any relief.
Why Is Vietnam Proposing Tax Relief for Inactive Businesses?
Vietnam has been addressing a substantial backlog of taxpayers that have ceased operations without completing their tax registration and compliance procedures.
According to figures reported by the Ministry of Finance, as of October 23, 2026, approximately 2.52 million taxpayers were classified under tax statuses 03 and 06. These included businesses, organizations, branches, household businesses, and individual taxpayers. More than 529,000 cases had remained inactive or had not operated at their registered addresses since 2015 or earlier.
The issue reflects a broader challenge in Vietnam’s tax administration system. Businesses that have stopped operating may still have outstanding declarations, unpaid tax liabilities, administrative penalties, or incomplete tax identification number (TIN) termination procedures.
In May 2026, Vietnam’s tax authorities launched the Tax Identification Number Clean-up Campaign, aimed at reviewing unresolved taxpayer records and removing administrative obstacles associated with inactive businesses.
Against this background, the Ministry of Finance’s proposed resolution seeks to establish special mechanisms for addressing certain outstanding compliance requirements while supporting more effective tax administration.
The draft was published for public consultation on October 28, 2026, with comments invited until November 8, 2026. As of this article’s publication date, the proposed measures have not yet entered into force.
Which Businesses Could Be Affected by the Proposed Resolution?
The proposal primarily concerns taxpayers recorded under two specific tax registration statuses.
Tax Status 03: Businesses That Have Ceased Operations Without Completing Tax-Code Termination
Tax status 03 refers to taxpayers that have ceased operations but have not completed the procedures required to terminate their tax identification numbers.
These taxpayers may still need to finalize outstanding tax declarations, address invoice-related matters, settle tax liabilities and administrative penalties, and complete the procedures necessary for tax registration termination.
Tax Status 06: Businesses No Longer Operating at Their Registered Addresses
Tax status 06 applies to taxpayers that the tax authorities have identified as no longer operating at their registered addresses.
According to guidance published by Vietnam’s tax authorities, businesses in this category generally need to determine whether they intend to resume operations or proceed with business closure. The appropriate procedures depend on that decision and the taxpayer’s circumstances.
For foreign investors, the distinction is important.
A foreign-invested company that has temporarily suspended commercial activities does not automatically fall within either category. Similarly, foreign ownership alone does not establish eligibility for the proposed relief.
Foreign investors should therefore verify the recorded tax status of their Vietnamese entity before assessing whether the proposed measures may be relevant.
What Tax Relief Measures Are Being Proposed?
The draft resolution introduces several measures intended to address tax filing difficulties and outstanding compliance matters for qualifying taxpayers.
Relief from Certain Outstanding Tax Filing Requirements
Under the draft, eligible taxpayers may not be required to submit tax declarations for periods during which no tax obligations arose and the taxpayer was not operating at its registered address, as recorded by the tax authorities.
The proposal also addresses certain periods following the revocation of business registration certificates or equivalent licenses, subject to specific conditions and exceptions, including tax finalization obligations up to the date of revocation.
These measures could reduce the administrative burden of completing historical tax records.
Nevertheless, the proposal does not establish a general exemption from all outstanding tax declarations or unpaid tax liabilities. Businesses would still need to identify which periods and obligations qualify for relief and fulfill any remaining requirements.
Reduced Administrative Penalties for Late Tax Filings
One of the most significant measures is a proposed reduction in administrative penalties for qualifying late tax filings.
Under Article 3 of the draft resolution, eligible taxpayers that complete their outstanding tax filing requirements may benefit from reduced penalties calculated against the applicable amounts under Article 13 of Decree No. 125/2020/ND-CP, as amended or supplemented.
The proposed penalty schedule is as follows:
| Tax filing completion period | Penalty payable under the proposal | Reduction from the ordinary penalty |
| From the resolution’s effective date through June 30, 2027 | 30% | 70% |
| July 1–December 31, 2027 | 50% | 50% |
| January 1–June 30, 2028 | 70% | 30% |
Source: Thư Viện Pháp Luật.
For example, if a qualifying late-filing violation would ordinarily attract an administrative fine of VND 20 million, a 30% payable rate would produce a fine of VND 6 million, subject to the final resolution’s conditions and the applicable penalty determination.
The proposed reduction is not unconditional. The draft excludes certain circumstances involving suspected tax evasion, tax fraud, or unlawful invoices and documents.
Importantly, the draft should not be interpreted as providing a general corporate income tax reduction or automatically cancelling all outstanding tax debts. [5]
Proposed Write-Off of License Fee Debts and Late-Payment Interest
Alongside the filing and penalty measures, the Ministry of Finance has also circulated a separate draft resolution, to be submitted to the National Assembly, on handling outstanding tax debts. Like the penalty draft, it remains subject to amendment and adoption, and the two may not take effect on the same timeline.
According to the Ministry’s figures, taxpayers in status 03 and 06 owe a combined VND 27,805 billion. About 65% is principal tax debt, and about 35% (VND 9,715 billion) is late-payment interest. The Ministry also estimates that unrecorded license fee obligations could reach roughly VND 15,000 billion if inactive taxpayers return to restore or terminate their tax codes.
What the draft proposes
- License fee debts written off. Unpaid môn bài debts arising up to December 31, 2025, that are already recorded in the tax system would be written off, together with the related late-payment interest.
- Unrecorded license fees waived. For obligations up to December 31, 2025 that were never declared or recorded, taxpayers would not need to declare or pay them, and no late-payment interest would apply.
- Late-payment interest written off. For status 03 and 06 taxpayers, late-payment interest on other tax debts that accrued up to the date the principal debt is fully paid could be written off.
Conditions for late-payment interest relief
Late-payment interest would be written off only if the taxpayer meets both conditions:
- A complete, valid application to restore or terminate the tax code is received by the tax authority no later than June 30, 2028.
- All outstanding principal debt (taxes, administrative fines collected by the tax authority, and other eligible revenues) is paid in full by the same date. Taxpayers with no principal debt remaining would be treated as meeting this condition once the tax authority verifies its records.
The draft states that it does not reduce the principal tax obligation. Relief applies to interest and license fees, not to the taxes themselves.
What would not be covered
- Debts linked to tax evasion, tax fraud, or unlawful invoices and documents.
- Debts under inspection, investigation, prosecution, or trial.
- Taxpayers who carried out business activities or incurred tax obligations while inactive. License fee relief is the exception to this rule.
- Amounts already paid before the resolution takes effect, which would not be refunded or offset.
Why this matters in practice
The Ministry of Finance has illustrated the problem with a company inactive for ten years. It estimated that such a company would need to pay about VND 55 million to close its tax code: roughly VND 23 million in late-filing penalties, VND 20 million in license fees, and VND 12 million in interest on those fees. Under the two drafts together, the license fee debt and its interest could be written off, and late-filing penalties reduced to as little as 30%.
This is the Ministry’s illustrative estimate, not a guarantee for any specific entity. Eligibility depends on the final resolutions and each company’s tax records.
What Does the Proposed Tax Relief Mean for Foreign Investors in Vietnam?
Although the draft resolution is not a foreign investment incentive, its proposed measures could have practical implications for international businesses with existing or former operations in Vietnam.
Foreign-Invested Companies with Dormant or Discontinued Operations
Some foreign investors may have established Vietnamese subsidiaries that subsequently stopped operating because of changes in business strategy, market conditions, or group priorities.
Where those entities have not completed their tax registration or compliance procedures, historical filing obligations may remain unresolved.
For companies classified under the relevant taxpayer statuses, the proposed relief could provide an opportunity to review outstanding declarations and potentially resolve qualifying administrative violations at a lower cost.
However, the actual benefit would depend on the company’s tax records, outstanding liabilities, and compliance with the final eligibility requirements.
Foreign Investors Planning Company Dissolution or Market Exit
Foreign investors seeking to close their Vietnamese operations may also find the proposed measures relevant.
Company dissolution in Vietnam generally involves more than a corporate decision to cease operations. Tax-related matters, including outstanding obligations and applicable tax finalization procedures, form an important part of the closure process. [6]
Where unresolved filing obligations have delayed the completion of tax procedures, the proposed administrative relief could help qualifying investors address part of the compliance burden.
Nevertheless, any penalty reduction would not replace other legal requirements governing company dissolution.
Foreign investors considering market exit should therefore assess the proposed measures alongside their broader company dissolution obligations in Vietnam.
Multinational Groups Reviewing Legacy Vietnamese Entities
The proposal may also be relevant to multinational businesses reviewing historical subsidiaries, branches, or entities that no longer serve their original commercial purpose.
For such investors, the immediate question is not simply whether an administrative penalty could be reduced, but whether unresolved tax obligations affect the future management of their Vietnamese business presence.
Reviewing dormant entities may help international groups identify outstanding compliance issues, assess potential administrative exposure, and determine whether restoration, restructuring, or closure is appropriate.
For foreign investors, the potential value of the proposal lies not only in reducing penalties but also in creating an opportunity to reassess unresolved compliance obligations and the future of inactive entities.
Why Timing Could Matter Under the Proposed Penalty Reduction Schedule
The proposed penalty schedule creates a financial incentive for qualifying taxpayers to complete outstanding filings earlier.
If adopted in its current form, eligible businesses completing their required filings during the first implementation period could pay 30% of the ordinary administrative penalty, compared with 50% or 70% during subsequent periods.
This could make the timing of compliance remediation an important consideration for foreign investors managing inactive Vietnamese entities.
However, the resolution remains a draft. Businesses should not assume that the proposed rates, deadlines, or eligibility conditions will be implemented without changes.
Rather than relying prematurely on the anticipated relief, investors can use the current consultation period to review historical obligations and identify the actions that may be necessary once the final regulatory framework becomes available.
What Should Foreign Investors Do Now?
While the final resolution is pending, foreign investors can take several practical steps to better understand their potential exposure and prepare for possible compliance requirements.
1. Verify the entity’s tax registration status.
Confirm whether the Vietnamese company is classified under tax status 03, status 06, or another status. Review official taxpayer records and relevant notices issued by the tax authorities.
2. Review outstanding tax filings.
Identify missing declarations, the relevant reporting periods, and whether taxable activities or obligations arose during those periods.
3. Reconcile outstanding tax liabilities and administrative penalties.
Distinguish unpaid taxes, late-payment amounts, late-filing penalties, and any other outstanding obligations. This helps determine which items might be covered by the proposed measures and which may remain payable.
4. Assess the entity’s future operating plans.
Determine whether the company should resume operations, remain inactive under an appropriate legal arrangement, undergo restructuring, or proceed with dissolution. Each option may involve different corporate and tax procedures.
5. Monitor the final regulatory framework.
Review the adopted resolution, its effective date, applicable guidance, and eligibility conditions before making decisions based on any proposed relief.
These steps can help foreign investors establish a clearer understanding of their compliance position, regardless of whether the resolution is ultimately adopted in its current form.
How Viettonkin Can Support Foreign Investors with Tax Compliance in Vietnam
Addressing the tax status of an inactive Vietnamese entity may require coordinated review of historical accounting records, outstanding tax declarations, corporate registration information, and the investor’s future business plans.
For international businesses managing their Vietnamese operations from overseas, understanding these interconnected requirements can be particularly important.
Viettonkin Consulting supports foreign investors and multinational companies through its Accounting & Tax and Legal Services capabilities, including tax compliance advisory, review of outstanding obligations, corporate restructuring considerations, and assistance with relevant administrative procedures. [7]
Whether an investor is reviewing a dormant subsidiary, evaluating restructuring options, or planning an exit from Vietnam, a coordinated accounting and legal approach can help identify compliance requirements and determine appropriate next steps.
Conclusion
Vietnam’s proposed tax relief measures could provide qualifying inactive businesses with an opportunity to resolve certain longstanding tax compliance issues and reduce potential administrative penalties.
For foreign investors, the priority is to understand the current status of their Vietnamese entities, identify outstanding obligations, and assess the most appropriate course of action.
As the resolution remains under consultation, businesses should monitor its final adoption and evaluate potential benefits against their specific circumstances.
Unsure About Your Vietnam Entity’s Tax Compliance Status?
Viettonkin Consulting can support foreign investors in reviewing outstanding tax obligations, assessing compliance exposure, and identifying appropriate next steps for their operations in Vietnam.
Speak with Viettonkin’s Vietnam Team
Disclaimer: This article is provided for general informational purposes and reflects the proposed regulatory framework as of October 29, 2026. The measures discussed remain subject to amendment and official adoption. Their applicability depends on the final legal provisions and each taxpayer’s specific circumstances. This article does not constitute legal or tax advice.
References
Thời báo Tài chính Việt Nam (2026). Bộ Tài chính đề xuất xóa nợ lệ phí môn bài, tiền chậm nộp cho người nộp thuế ở trạng thái 03, 06. https://thoibaotaichinhvietnam.vn/bo-tai-chinh-de-xuat-xoa-no-le-phi-mon-bai-tien-cham-nop-cho-nguoi-nop-thue-o-trang-thai-03-06-206078.html
Cổng Thông tin điện tử Chính phủ (2026). Cục Thuế chỉ đạo công khai thông tin người nộp thuế trạng thái 03-06. https://xaydungchinhsach.chinhphu.vn/cuc-thue-chi-dao-cong-khai-thong-tin-nguoi-nop-thue-trang-thai-03-06-119260805111600213.htm
Cổng Thông tin điện tử Chính phủ (2026). Những câu hỏi thường gặp khi mã số thuế ở trạng thái 03, 06. https://xaydungchinhsach.chinhphu.vn/nhung-cau-hoi-thuong-gap-khi-ma-so-thue-o-trang-thai-03-06-119260803102606338.htm
[5] Thư Viện Pháp Luật (2026). Dự thảo Nghị quyết tháo gỡ khó khăn về hồ sơ khai thuế, mức phạt đối với doanh nghiệp 03, 06 có nội dung ra sao? https://thuvienphapluat.vn/ma-so-thue/phap-luat-thue/du-thao-nghi-quyet-thao-go-kho-khan-ve-ho-so-khai-thue-muc-phat-doi-voi-doanh-nghiep-03-06-co-noi-d-737703-235122.html
[6] Viettonkin Consulting (2025). Company Dissolution in Vietnam. https://viettonkinconsulting.com/legal-and-compliance/company-dissolution-in-vietnam/
[7] Viettonkin Consulting. Accounting & Tax Services. https://viettonkinconsulting.com/service/accounting-tax/
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