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Decree enhances capital access and transparency

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The government has issued Decree No.20/2025/ND-CP which alters provisions of a 2020 decree on tax administration for enterprises engaging in related-party transactions. Dinh Mai Hanh, tax partner and national transfer pricing leader at Deloitte Vietnam, spoke to VIR’s Ngan Vu about the decree’s role in enhancing access to financing for enterprises in Vietnam.

What is the background and reasoning for the issuance of Decree 20?

Decree enhances capital access and transparency
Dinh Mai Hanh, tax partner and national transfer pricing leader at Deloitte Vietnam

Over the years, tax authorities have intensified oversight of high-value financing transactions, particularly where enterprises borrow from commercial banks. This increased scrutiny arises from findings during tax audits and inspections, where tax authorities identified instances of corporate groups intentionally structuring loan transactions through banks as intermediaries to minimise tax liabilities or shift profits offshore.

Specifically, instead of directly lending to subsidiaries – a transaction that constitutes a related-party transaction – parent companies deposited funds with a commercial bank, which subsequently extended a loan to the subsidiary in Vietnam under arm’s-length terms.

While, in principle, the subsidiary appeared to be borrowing from an independent financial institution without any direct association with the parent company, in practice, the bank merely served as an intermediary, arranging the loan to reduce taxable income and tax liabilities in Vietnam, resulting in erosion of the state’s tax base.

Under Clause 5 of the previous decree, a lender and borrower were deemed to have a related-party relationship if the loan amount exceeded 25 per cent of the borrower’s contributed capital and constituted more than half of the borrower’s total medium – and long-term debt. As a result, enterprises that secured large loans from commercial banks reaching these thresholds were classified as engaged in related-party transactions.

Many businesses have raised concerns that classifying commercial banks as related parties solely based on the size of loan transactions is not reasonable. What is your perspective?

This issue posed significant operational challenges for businesses. Our conversations with clients have highlighted a common challenge: enterprises require substantial financing, particularly from commercial banks, to sustain and expand business operations. The ability to secure bank loans is a legitimate commercial necessity.

However, under previous regulations, enterprises with large borrowings from commercial banks could be deemed to have a related-party relationship, despite the absence of equity ownership, control, or management influence.

This classification resulted in several implications. First of all, enterprises were required to prepare transfer pricing documentation, which imposed significant administrative costs and resource constraints. Secondly, enterprises were subject to an interest expense deduction cap of 30 per cent of earnings before interest, taxes, depreciation, and amortisation (EBITDA), creating financial strain, particularly for businesses in investment phases yet to generate profits.

In the case of loss-making entities with negative EBITDA, all interest expenses became non-deductible, exacerbating financial pressures. These constraints posed challenges to accessing legitimate financing, which is a critical factor for business growth, particularly for startups and high-growth enterprises. Restrictions on interest deductibility could adversely impact profitability and limit expansion opportunities.

In your opinion, what is the significance of Decree 20 eliminating the related-party classification for commercial banks for businesses?

This is a highly positive development that brings tangible benefits to businesses. Under the new provisions of Decree 20, enterprises and commercial banks will no longer be considered related parties unless they have equity ownership, management, or control relationships with each other or through a third party.

This change reduces compliance burdens for businesses, particularly in terms of transfer pricing documentation requirements and interest expense limitations, ensuring that tax policies remain reasonable, transparent, and aligned with the principle of substance over form.

The removal of this related-party classification not only allows businesses to fully deduct legitimate interest expenses but also enhances access to financing, providing greater financial flexibility for reinvestment, expansion, and improved competitiveness. This is a significant step forward in fostering a healthier and more transparent business environment, supporting the long-term sustainable growth of the corporate sector.

If the related-party classification with commercial banks is no longer applicable, how will the excess interest expenses that exceeded the deductibility cap in previous years be treated?

For enterprises no longer classified as engaging in related-party transactions, interest expenses previously disallowed under historical limits (prior to 2024) are carried forward and deducted evenly over the remaining years within a five-year timeframe. However, for enterprises still engaged in other related-party transactions, the 30 per cent EBITDA cap on interest deductibility remains applicable. Given these developments, businesses are encouraged to conduct a thorough review of their related-party transaction status to optimise tax benefits while ensuring compliance with the revised regulations.

In addition to the aforementioned changes, are there any other notable amendments introduced in Decree 20?

The decree introduces a new category of related-party relationships for credit institutions with their subsidiaries, controlling companies, or affiliated companies, in accordance with the Law on Credit Institutions.

It also tightens regulations on related-party relationships within credit institutions, aligning with the same law.

The State Bank of Vietnam is now responsible for coordinating with tax authorities to provide information on related parties within credit institutions for tax administration purposes, upon request.

Additionally, the decree expands the scope of related-party disclosure requirements to include independent-accounting branches, making them subject to transfer pricing regulations. As a result, businesses must review, declare, and prepare appropriate documentation to demonstrate compliance with the arm’s-length principle for transactions involving independent-accounting branches, where applicable.

Furthermore, Decree 20 introduces Appendix I, which replaces the current related-party transaction disclosure form, enhancing transparency and consistency in reporting requirements. It takes effect on March 27, and applies retroactively from the 2024 corporate income tax period.

Given the significant regulatory updates, we recommend that enterprises promptly assess and evaluate the impact of these changes to ensure timely compliance in the upcoming tax finalisation period.

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Hanoi to renovate Hoan Kiem Lake area for park development

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The renovation project will involve extensive surveys to assess key architectural landmarks, historical sites, and cultural icons that warrant preservation.

Hanoi to renovate Hoan Kiem Lake area for park development
The commercial centre building, commonly known as the ‘Shark Jaw’ (Ham Ca Map) building, at Dong Kinh Nghia Thuc Square by Hoan Kiem Lake. (Photo: VNA)

Hanoi – Vice Chairman of the Hanoi People’s Committee Duong Duc Tuan has requested a renovation plan for the eastern side of Hoan Kiem Lake, envisioning it as a special square and park zone.

The renovation project will involve extensive surveys to assess key architectural landmarks, historical sites, and cultural icons that warrant preservation. The aim is to propose new functions for the facilities to ensure they blend harmoniously with the area’s scenic landscape and historical significance.

On March 11, Tuan instructed the Department of Finance to swiftly establish a working group responsible for planning and revamping the Hoan Kiem Lake area, including the iconic Dong Kinh Nghia Thuc Square. It must draft a document on the investment policy for the special square and park zone and submit to the permanent members and the Standing Board of the municipal Party Committee by March 13, 2025.

To support the plan, the Department of Agriculture and Environment has been assigned to provide a detailed 1:500 scale topographic map of the area for the Hoan Kiem district People’s Committee and the Hanoi Urban Planning Institute. Additionally, the department will compile cadastral data to facilitate site clearance, compensation, and support mechanisms. Adjustments to land use plans should also be proposed to ensure seamless project implementation.

The project will also include a three-level underground space beneath the eastern side of Hoan Kiem Lake. This underground development will connect to the C9 station of the Nam Thang Long – Tran Hung Dao metro line. Measures will be taken to safeguard nearby heritage structures during the construction process, while functions for underground spaces will be proposed to optimise land use and meet public demand.

Tuan urged all departments to accelerate their proposals to execute the project. The development will unfold in two phases: the initial phase will involve the construction of the above-ground park and square using public investment, while the second phase will introduce underground facilities integrated with the C9 metro station following the Transit-Oriented Development (TOD) model.

To address the needs of displaced residents, the Department of Agriculture and Environment has been tasked with proposing maximum compensation policies. Eligible households will be offered resettlement land in the outlying district of Dong Anh. Meanwhile, resettlement housing will be sold to those not qualifying for land compensation.

In anticipation of resettlement demand, the city is fast-tracking a review of approximately 100ha of land in Dong Anh district to ensure sufficient space for resettlement efforts linked to this and other major development projects in Hanoi.

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Zebra Technologies announces new strategy for 2025 in Vietnam

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Zebra Technologies Corporation, a global leader in digitising and automating frontline workers, is looking to expand in Vietnam by anchoring on an extensive network of partners, continued investment, and a comprehensive portfolio of solutions.

The company announced its 2025 strategy for Vietnam with the three pillars at its Regional Partner Summit 2025 held in Danang on March 5, underscoring its commitment to empowering partners and customers in Southeast Asia.

Talking to VIR at the event, Christanto Suryadarma, sales vice president for Southeast Asia, South Korea, and Channel APJeC at Zebra Technologies, said, “We are seeing significant interest and opportunities for Vietnam to leapfrog in technology adoption. We are continuing to invest in enabling our customers in Vietnam to access the right solutions. That is our primary investment.”

Zebra Technologies announces 2025 new strategy in Vietnam
Christanto Suryadarma, sales vice president for Southeast Asia, South Korea, and Channel APJeC. Photo: PV

“We are continuously investing in training local Vietnamese partners on how to help customers digitise and automate. This is an ongoing investment. We conduct training sessions, provide demo units, and run proof-of-concept projects,” he added.

With a comprehensive portfolio of solutions, including everything from simple scanning devices to mobile computers, tablets, RFID, and machine vision, Zebra offers tailored solutions to meet the diverse needs of businesses in Vietnam to excel in a digital era.

Suryadarma noted, “Overall, our investments focus on strengthening our presence, expanding our capabilities, and enabling knowledge transfer. We equip our team and partners with the expertise they need so that when they engage with customers, they can offer well-prepared solutions.”

Zebra now has strong partners across Vietnam, as well as Vietnamese companies operating internationally. The company also has a repair and maintenance depot in Vietnam, where it has invested in training local workers.

Zebra opened its first service centre in Ho Chi Minh City in 2021. In 2022, Zebra expanded the centre to meet rising demand for printers, adding support for desktop, mobile, label, and industrial printers. Collaborating with distributors like SMC and Elite Technology, Zebra has developed a diverse partner ecosystem in Vietnam.

Zebra Technologies announces new strategy for 2025 in Vietnam
Christanto Suryadarma, sales vice president for Southeast Asia, South Korea, and Channel APJeC at Zebra Technologies. Photo: PV

“Vietnam is a crucial market for Zebra. Our strong team and extensive certified partner network are dedicated to delivering industry-specific solutions to our customers,” said Suryadarma. “Leveraging our global expertise and innovative solutions, we aim to support all companies operating in Vietnam, across sectors like manufacturing, retail, transportation, logistics, and healthcare, to overcome challenges and achieve digital transformation.”

The 2025 strategy shows Zebra’s long-term commitments in Vietnam. According to Zebra Technologies, its strategy is deeply linked to megatrends – external factors that shape the tech industry. These include mobility and cloud, AI, digitalisation and the Internet of Things, e-commerce, and automation.

To continue offering a comprehensive portfolio of advanced solutions, innovation is at the heart of Zebra Technologies where it invests heavily in business development and research and development. Last year, the company’s revenue was approximately $5 billion, of which it allocated about 10 per cent towards innovation.

“Innovation allows us to continuously develop new technologies and solutions that address real-world challenges. By leveraging mobility, cloud computing, scanning, RFID, and other technologies, we can provide real-time tracking and insights to meet the growing business demands of optimising workflows, improving efficiency, and enhancing decision-making,” the Zebra representative noted. “Our goal is to seamlessly connect all these elements – assets, people, and activities – through enterprise mobile computing. The more we can connect frontline workers, the better we can enhance business operations.”

Commitment to innovation has positioned Zebra Technologies as the leader in rugged mobile computing. While consumer mobile computing – laptops and smartphones – is widely used, Zebra dominates the enterprise mobile computing space, particularly in rugged devices designed for business-critical operations.

Another area where the company is very strong is data capture. Today is the era of AI. But for AI to work effectively, it needs data—clean, accurate data. As the company specialises in data capture, it is in a strong position to align with AI-driven market trends.

Along with data capture, the company is also the leader in barcode printing. Many businesses need barcode labels. These labels are used in countless industries. In Vietnam, for example, it’s becoming common in restaurants where instead of taking orders manually, customers simply scan a barcode on the table to access the menu.

Another area where Zebra holds the number one position is mobile RFID. RFID stands for radio frequency identification. This is a fast-growing business, and today, the world consumes approximately 30 billion RFID tags annually.

Key industry trends for 2025

Manufacturing, transport and logistics, and retail are the areas where Zebra is deeply involved.

Suryadarma said that manufacturing is a major industry in Vietnam. Zebra’s machine vision and AI solutions can significantly enhance manufacturing operations. He sees a lot of potential in helping businesses improve efficiency and productivity through automation and smart technology.

“We recognise the trends in this sector. Now, we are seeing many economic uncertainties, trade discussions, and shifting policies that are prompting manufacturers to focus on incremental, scalable improvements rather than sweeping transformations. Manufacturers want to automate their processes, but they are looking for cost-effective modernisation strategies. This requires new approaches and scalable automation tools for success,” he admitted.

Zebra Technologies announces new strategy for 2025 in Vietnam
Zebra Technologies’ 2025 Regional Partner Summit in Danang. Photo: PV

In transport and logistics, companies are now balancing onshore and offshore solutions while also ensuring sustainability. They would rather not generate excessive waste; instead, they want to reduce carbon footprints and implement greener supply chain practices. This shift requires greater visibility and real-time insights.

In logistics, the market sees a growing interest in AI, RFID, real-time tracking, and new visibility technologies. These are becoming increasingly important. For example, Vietnamese company Nhat Tin Logistics has implemented Zebra’s scanning solutions, improving speed, efficiency, and productivity in scanning and delivery operations.

Moving on to retail, customer expectations and labour shortages are two major challenges in this industry. This is where technology is making an impact.

“With Vietnam’s large population, retail is booming. We’re seeing a lot of automation in retail. For example, many cafés now use digital solutions – customers scan a QR code, place orders, and receive their items seamlessly. Many retailers have already adopted RFID to enhance customer experience. While we cannot disclose specific names due to customer confidentiality, we can confirm that RFID adoption is happening in Vietnam,” he added.

An example is in warehouses. When people walk into a warehouse, they do not just see shelves of products, they see workers constantly moving, picking, sorting, and delivering items. These workers are the backbone of warehouse operations. Similarly, in hospitals, nurses and doctors are on the front line, caring for patients and ensuring smooth medical operations.

Zebra Technologies announces new strategy for 2025 in Vietnam
Many regional partners joined the summit. Photo: PV

Healthcare is another key area of growth. Similar to other countries, people in Vietnam increasingly expect better healthcare services, both from government and private hospitals. Digitalisation plays a crucial role in improving healthcare efficiency.

“With nearly 8 per cent GDP growth last year, the challenge now is how to push Vietnam’s growth even further. Maybe one day, Vietnam can reach 10 per cent or even higher. It is not impossible, but it comes down to the people, the partnerships, and strong leadership across all organisations,” he noted.

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Close US cooperation to limit trade bumps

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Vietnam is to work with the United States on ways to reach a trade balance and circumvent the latter’s heavy tariff imposition.

Close US cooperation to limit trade bumps
Vietnam is improving local products and origin of goods information, photo Le Toan

Later this week, Minister of Industry and Trade Nguyen Hong Dien will fly to the US to work with its Department of Commerce on further materialising the comprehensive strategic partnership forged in 2023.

“The main reason for the trade imbalance between the two countries comes from the complementary nature of the two economies, which is due to the export and foreign trade structure of the two countries,” said Deputy Minister of Industry and Trade Nguyen Sinh Nhat Tan at last week’s governmental press conference in Hanoi.

“Vietnamese exports to the US compete with those from third nations, not directly with US enterprises in the US market. Meanwhile, they even also create conditions for American consumers to use Vietnamese goods at cheap prices,” Tan added.

According to the Ministry of Industry and Trade (MoIT), Vietnam is an open economy which pursues a free trade policy. The tariff difference on US goods is not high and may decrease in the future because Vietnam will reduce most favoured nation tariffs on many types of goods.

“Therefore, a number of US products with high competitive advantages such as automobiles, agricultural products, liquefied natural gas, and ethanol will benefit from this policy,” Tan said. “At the same time, it will create positive import flows from the US, contributing to improving the trade balance between the two.”

In addition, there is an ongoing policy dialogue on trade and investment between the two countries under the Vietnam-US Trade and Investment Framework Agreement founded in 2007. Therefore, existing problems in bilateral trade and economy, if any, will be proactively discussed through the US-Vietnam Council on Trade and Investment.

This is a mechanism that has created a common vision, contributed to the long-term direction, and stabilised the development of bilateral economic and trade relations, the MoIT said.

In addition, the Vietnamese government has taken the initiative in assigning ministries and sectors to review obstacles to the US “on the basis of fair trade, reciprocity, in accordance with the law, harmoniously and satisfactorily meeting the interests of all parties”, the ministry added.

“Vietnam will also create better conditions for US investors to participate in the process of forming and developing key industries in Vietnam, especially key energy projects involving new energy, hydrogen, and nuclear power,” Tan explained. “This will create a premise to increase imports of liquefied natural gas, fuel, machinery and equipment, and technology from the US, thereby contributing to improving the trade balance between the two countries.”

Via the US Embassy to Vietnam and the country’s counterpart in the US, the MoIT has sent a message that Vietnam wishes to maintain and develop a harmonious and sustainable economic and trade relationship of mutual benefits with the US. At the same time, Vietnam reaffirmed that it has and will never create any policy that hurts labourers or the national security of the US.

Since returning to office in January, US President Donald Trump has launched a sweeping series of tariffs, marking a return to the aggressive trade policies of his first term. The measures reflect the administration’s broader effort to protect domestic industries and address what the president views as unfair trade practices.

According to Asia Briefing, a subsidiary of Dezan Shira & Associates, as a major supplier of goods to the US, the tariffs could significantly impact Vietnamese exporters.

“It is also possible that Vietnam will become the target of country-specific tariffs, as the country has a large trade surplus with the US and has previously been accused by the US administration of engaging in unfair trade practices,” Asia Briefing said. “However, Vietnam may be able to mitigate the impact by striking a deal with the US, especially if it agrees to increase imports of American goods or ease market access for businesses from the US.”

However, Adam Sitkoff, executive director of the American Chamber of Commerce in Hanoi, told VIR that it was too early to gauge the impact of tariffs. In the past month, Vietnamese officials have repeatedly said they would seek compromises with the US on trade.

“This is likely to include promises of additional aeroplane purchases, boosting Vietnam’s imports from the US of liquefied natural gas, better market access for American agricultural products, and an adjustment of some regulations to make it easier for US companies to access the Vietnamese market,” Sitkoff said.

He suggested that Vietnam should take some necessary actions, including creation of more transparency in the origin of goods and increasing local content, and doing more to solve burdens and barriers faced by American companies and investors here.

Vietnam’s exports to the US reached $119.6 billion last year and $19 billion in the first two months of 2025.

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