Global Minimum Tax Vietnam: How Pillar Two Reshapes Incentives for Multinational Groups

Updated: 10 October 2026 · IVLF Advisors

The global minimum tax Vietnam regime has changed the value of a Vietnamese tax holiday without changing a word of the incentive certificate. An in-scope group whose Vietnamese subsidiary enjoys a 0% or 10% corporate income tax (CIT) rate will, in principle, now pay a top-up tax that brings its jurisdictional effective tax rate (ETR) to 15%. Because Vietnam has adopted a qualified domestic minimum top-up tax (QDMTT), that top-up is collected in Vietnam, not by the parent’s jurisdiction.

For counsel, the consequences are concrete. Incentive packages negotiated at IRC stage may be worth less than modelled. Tax representations in acquisition documents need re-drafting. New projects must be built around support that survives the GloBE rules, which is where the Investment Support Fund under the Law on Investment 2025 (LOI 2025) becomes relevant.

Regulatory update as of 10 October 2026: Decree 236/2025/ND-CP, issued on 29 August 2025, guides Resolution 107/2023/QH15, and LOI 2025 has been in force since 1 March 2026. The practical effect is that the global minimum tax Vietnam analysis belongs in every new IRC file and deal model, not in a later compliance cycle.

Legal framework of the global minimum tax Vietnam regime

Vietnam implemented the OECD/G20 Global Anti-Base Erosion (GloBE) rules by a National Assembly resolution rather than by amending the CIT law directly.

Resolution 107/2023: scope and instruments

Resolution 107/2023/QH15 applies from 2024. It introduces two GloBE charging mechanisms: the QDMTT and the income inclusion rule (IIR). It reaches constituent entities of multinational enterprise (MNE) groups with consolidated revenue of at least EUR 750 million. Our reading is that the undertaxed profits rule (UTPR) was not adopted in Resolution 107/2023 [Verification Required].

Decree 236/2025 and the CIT Law 2025

Computation, declaration and payment rules are set out in Decree 236/2025/ND-CP [Verification Required: pinpoints and any amendments]. The standard CIT rate remains 20% under CIT Law 67/2025/QH15, effective 1 October 2025, applying from the 2025 tax period [Verification Required]. Incentive rates and holidays are still granted under the CIT law and LOI 2025 Arts. 14–17; the GloBE rules operate on top of them.

Key point: the global minimum tax Vietnam rules do not repeal incentives. For in-scope groups they tax away the benefit to the extent the jurisdictional ETR falls below 15%.

Scope: which multinational groups Vietnam captures

Scope is a group-level question. A Vietnamese subsidiary cannot determine its own status without data from the ultimate parent entity (UPE).

The EUR 750 million test for the global minimum tax Vietnam rules

Under the OECD Model Rules, a group is in scope if consolidated revenue is EUR 750 million or more in at least two of the four fiscal years preceding the tested year. Resolution 107/2023 adopts this threshold [Verification Required on the look-back formulation]. Multinational groups Vietnam hosts below the threshold are unaffected, but groups approaching it through acquisitions should model the year they cross it.

Excluded entities and carve-outs

The Model Rules exclude certain entities (governmental entities, international organisations, non-profits, specified pension and investment funds) and provide a de minimis exclusion and a substance-based income exclusion (SBIE) linked to payroll and tangible assets. Whether each is reflected in Decree 236/2025 should be confirmed before computation [Verification Required]. For manufacturing FIEs with heavy fixed assets, the SBIE can materially reduce the global minimum tax Vietnam top-up.

Pillar Two Vietnam mechanics

The two charging rules address different taxpayers and different directions of profit.

QDMTT: Vietnam collects first

The QDMTT applies to in-scope constituent entities located in Vietnam. Where the Vietnamese jurisdictional ETR is below 15%, Vietnam computes and collects the top-up tax domestically. Under the GloBE architecture, a qualified domestic tax is credited against IIR top-up in the parent jurisdiction, so the revenue stays in Vietnam.

For foreign-parented groups, the global minimum tax Vietnam exposure is, in practice, the QDMTT. Filing responsibility within the group should be fixed by group policy [Verification Required on designation rules].

IIR for Vietnamese-parented groups

The IIR applies where the UPE is a Vietnamese entity with low-taxed constituent entities abroad. Few Vietnamese groups are in scope today, but outbound expansion by large domestic conglomerates will change that.

US-parented groups should also track the OECD Inclusive Framework’s “side-by-side” work. Our understanding is that QDMTTs remain applicable under it, but its treatment in Vietnam’s rules must be confirmed [Verification Required].

A simplified global minimum tax Vietnam top-up illustration

The figures are hypothetical and ignore deferred tax and other GloBE refinements. Assume a Vietnamese constituent entity earns GloBE income of USD 100 million, pays covered taxes of USD 5 million (ETR 5%) during a reduced-rate period, and has an SBIE of USD 20 million.

• Top-up tax percentage: 15% − 5% = 10%.
• Excess profit: USD 100 million − USD 20 million = USD 80 million.
• Top-up tax: 10% × USD 80 million = USD 8 million, collected in Vietnam through the QDMTT.

The incentive saves far less than the headline rate suggests. Under the global minimum tax Vietnam rules, the board should see the post-QDMTT figure, not the certificate rate.

Incentive erosion under the global minimum tax Vietnam rules

The matrix rates how far each common incentive retains value for an in-scope group. Ratings reflect general GloBE principles and should be tested against the group’s actual ETR.

Takeaway: under the global minimum tax Vietnam framework, the CIT holiday is the incentive most at risk; land and customs incentives largely retain value.

The Investment Support Fund after Pillar Two

LOI 2025 positions the Investment Support Fund as the main channel for supporting strategic investors whose tax incentives are neutralised.

Article 16 and the support toolkit

LOI 2025, Art. 16 establishes the Investment Support Fund. Eligible investors, eligible costs (for example human-resource development, R&D, high-tech fixed assets) and procedure are set by Government decree [Verification Required: current implementing instrument]. Eligibility typically links to scale and sector, intersecting with the incentive-linked disbursement thresholds in Decree 96/2026/ND-CP, Arts. 19 and 21 (for example VND 6,000 billion within three years for large projects).

Why design of support matters

Under the GloBE rules, a reduction in tax liability lowers covered taxes and the ETR. A qualified refundable tax credit, or a cash grant tied to costs, is generally treated as income and affects the ETR far less. Investment Support Fund assistance paid in cash, refundable and tied to defined expenditure is therefore likely to preserve more value than a tax-based concession [Verification Required against Decree 236/2025 and the Fund decree].

• Prefer: cost-based cash support with documented eligibility.
• Avoid relying on: CIT-rate reductions for in-scope groups.
• Document: accounting treatment of each support item at group level.

Global minimum tax Vietnam compliance and documentation

The compliance burden falls mainly on group tax, but local entities carry filing and data obligations.

Data gaps that cause global minimum tax Vietnam errors

Most computational errors arise at the interface between Vietnamese statutory accounts and the group’s consolidation package, not from the rules themselves. Counsel should expect questions on:

• Accounting standard: GloBE income starts from the UPE’s consolidated standard, while Vietnamese entities report under Vietnamese Accounting Standards; reconciliations must be documented.
• Covered taxes: CIT, including any QDMTT already paid, must be distinguished from foreign contractor tax and withholding taxes.
• Intra-group pricing: post-year-end transfer pricing adjustments alter both GloBE income and the ETR.
• Incentive classification: tag each incentive as a covered-tax reduction, income or expense item.

Our tax practice usually combines the QDMTT computation review with the FIE’s ongoing compliance retainer, because the data sources overlap.

Global minimum tax Vietnam in transactions, IRC applications and change of law

Pillar Two Vietnam exposure belongs in every deal and every major licensing file, completed before signing because it affects price, warranties and the incentive claim itself.

• M&A: obtain warranties on QDMTT computation and filing, and indemnities for pre-closing top-up tax. Where an in-scope buyer acquires an out-of-scope target, incentive value changes on closing. See our M&A practice.
• IRC applications: incentives are self-applied on the basis of the investment registration document (Decree 96/2026, Art. 24), so decide which incentives to claim and how to describe them. The planned guide on the investment registration certificate covers the filing itself.
• Change of law: LOI 2025 Art. 12 provides investment guarantees on change of law, with a three-year window to request remedies (Art. 12.5). Whether the GloBE rules engage that guarantee is uncertain and should not be assumed [Verification Required].
• Large projects: for land-based and infrastructure projects, coordinate the support request with policy approval and deposit planning.

Counsel’s pre-signing checklist:

• Confirm whether the group is in scope and retain UPE revenue evidence.
• Quantify the global minimum tax Vietnam top-up per Vietnamese entity, with and without the SBIE.
• Re-price project returns and incentive claims at a 15% ETR.
• Allocate top-up tax risk in the share purchase agreement, shareholder agreement or financing terms.

The right answer depends on the group’s ETR profile, incentive portfolio and project pipeline. IVLF prepares a Pillar Two Incentive Impact Memo that quantifies exposure and recommends a support strategy for the next Vietnamese project.

Frequently Asked Questions

Does the global minimum tax Vietnam rule apply to every FIE?

No. It applies to constituent entities of MNE groups with consolidated revenue of at least EUR 750 million. FIEs in smaller groups remain taxed under ordinary CIT rules and keep the full value of their incentives.

What is the QDMTT in Vietnam?

The domestic limb of the global minimum tax Vietnam regime under Resolution 107/2023/QH15: a top-up tax that raises an in-scope group’s Vietnamese effective tax rate to 15%. Vietnam collects it locally, so the top-up does not flow to the parent’s jurisdiction.

Are Vietnamese CIT incentives still worth applying for?

For groups below the threshold, yes. Under the global minimum tax Vietnam rules, for in-scope groups, CIT holidays lose much of their value, but land rent, import duty and well-designed Investment Support Fund support can still add value.

What is the Investment Support Fund?

A fund established under Article 16 of the Law on Investment 2025 to support eligible investors, typically through cost-based assistance. Eligibility and procedures are set by Government decree, to be checked per project.

Does Vietnam apply the UTPR?

On our reading, Resolution 107/2023 adopts the QDMTT and the IIR, not the UTPR. Confirm against the latest implementing rules before relying on it.

Conclusion

For in-scope groups, re-run every Vietnamese project model under the global minimum tax Vietnam rules at a 15% ETR, identify which incentives survive, and redirect negotiation towards support the GloBE rules respect. Do it before the next IRC or acquisition is signed, not after the first QDMTT return is due.

This article provides general information as of 10 October 2026 and is not legal or tax advice for any specific matter. Pillar Two outcomes depend on group-level data and the latest implementing rules; obtain advice before acting.