MOF Sets To Keep The 0.1% Pit Rate On Transfers Of Unlisted Shares?
In March 2026, Vietnam’s Ministry of Finance (MOF) released a draft decree (Draft Decree) implementing the Law on Personal Income Tax 2025 (PIT Law 2025) for public consultation. One proposal drew strong feedback from businesses and investors: a change to how individuals are taxed on the transfer of shares in non-public/unlisted joint-stock companies (JSCs). Following the consultation, the MOF now appears poised to step back from that change – welcome news for investors and companies engaged in M&A and private share transactions.
What the Draft Decree originally proposed
Under the original Draft Decree, the transfer of shares by individuals in non-public/unlisted JSCs would have been re-characterised as “income from capital transfer” rather than “income from securities transfer.” The practical consequence was a shift from the current flat 0.1% rate on the transfer price to a 20% rate on the capital gain – or, where the cost price and related transfer expense cannot be determined, 2% on the transfer price – i.e., the same PIT treatment that applies to transfers of capital contributions in a limited liability company.
For investors, the difference is material. The 20% net-gain method requires reliably substantiating the original cost and related expenses, which is often difficult for unlisted shares acquired over multiple rounds; and the 2% fallback is twenty times the current 0.1% rate. This is why many commenters urged the MOF to retain the existing treatment.
The MOF’s revised position
Having considered the public comments, the MOF appears to have accepted them. In its summary report on the consultation (Summary Report) (download here), the MOF proposes to classify income from the transfer of “share certificates” (cổ phiếu) as “income from securities transfer,” whether the shares are in a public or a non-public JSC. The revised wording reads:
“Income from securities transfer means income from the transfer of share certificates and share purchase rights; transfer of bonds, treasury bills, fund certificates and other types of securities in accordance with the law on securities. Income from the transfer of share certificates by individuals in joint-stock companies [is determined] in accordance with Clause 2, Article 4 of the Law on Securities and Article 121 of the Law on Enterprises.”
This approach is consistent with the current treatment under Circular 111/2013/TT-BTC. It also aligns with the PIT Law 2025 itself, under which transfers of securities by individuals are taxed at 0.1% on the transfer price (Article 13.2 of the PIT Law 2025). On this basis – because the revised position is classifying shares in all JSCs as securities – the 0.1% PIT regime should continue to apply to individuals transferring shares in non-public/unlisted JSCs. However, as the Draft Decree remains in consultation, this position is still subject to change before the decree is finalised.
Timing of taxable income – and why it matters for filing
The Summary Report also addresses the timing for determining taxable income: it is the point at which the transaction is completed under the law, or when the procedures to change the list of capital-contributing members are carried out. This builds on the PIT Law 2025, which already fixes the taxable event at “the time the transaction is completed,” and is a helpful clarification compared with the current rule under which, for contract-based securities transfers, the taxable event is the time the transfer contract takes effect.
Timing matters because it drives the tax-filing deadline. Income from securities transfer is declared on an each-occurrence basis. Under the Law on Tax Administration 2019, the deadline for taxes declared per occurrence is 10 days from the date the tax obligation arises. From 1 July 2026, however, the 2019 law is replaced by the Law on Tax Administration 2025, which delegates the tax periods and filing deadlines to the implementing decree – so the operative deadline will need to be read from that decree rather than from the law itself. It would be preferable for the new PIT decree and the tax-administration rules to use a single, consistent reference point – that is, to align the “time the tax obligation arises” (which triggers the filing deadline) with the “time for determining taxable income.”
This blog is written by Nguyen Bich Ngoc.