Taxes
Vietnam — Tax: Capital Gains
Vietnam does not have a dedicated, net-gain-based capital gains tax regime for individuals; instead it taxes specific transactions at flat rates on the gross transfer value (not the net gain). Real estate transfers by individuals are taxed at 2% of the transfer price. Securities (listed share) transfers by individuals are taxed at 0.1% of the gross sale proceeds regardless of profit or loss. Capital assignment (transfer of interest in an LLC or unlisted shares) is taxed at 20% of the net gain for both residents and non-residents in most cases, or a deemed-gain method in some circumstances.
Why this matters
Because real estate and listed securities are taxed on gross proceeds rather than net profit, sellers can owe tax even on a loss-making sale — a frequent surprise for foreign investors used to net-gain capital gains regimes.
Key facts
- Real property transfer by individuals: flat 2% of the declared transfer price (not the net gain), payable by the seller, collected at the notarization/registration stage.
- Listed securities transfer by individuals: flat 0.1% of gross sale proceeds per transaction, withheld by the securities company/custodian.
- Capital assignment (e.g., selling your stake in a Vietnamese LLC, or transferring unlisted shares): 20% CIT/PIT on the net gain (sale price minus original contributed capital and transfer costs) for corporate and individual transferors alike.
- Foreign individuals and companies transferring capital in a Vietnamese entity are subject to the same capital assignment tax, typically withheld and remitted by the Vietnamese entity or buyer.
- There is no indexation for inflation and no long-term/short-term holding period distinction — rates are flat regardless of how long the asset was held.
- Gains from crypto-assets are not yet subject to a dedicated tax regime as of 2026, though the GDT has signaled forthcoming guidance; declare conservatively and seek local advice.
Steps
- Identify the asset class — Real estate, listed securities, and capital assignment (unlisted shares/LLC interest) each fall under a different flat-rate mechanism — confirm which regime applies before estimating tax due.
- Real estate: pay at notarization — The 2% transfer tax on real estate is typically collected as part of the notarization and land-registration process, with the notary or district land office calculating it against the higher of the contract price or the local land-price table.
- Securities: automatic withholding — For listed shares, the securities company automatically withholds 0.1% of gross proceeds at the time of each sale — no separate filing is usually needed for individuals.
- Capital assignment: file and pay within 10 days — For sales of LLC interests or unlisted shares, the seller (or the Vietnamese entity on the seller's behalf, for foreign sellers) must declare and pay the 20% tax on net gain within 10 days of the transfer being finalized/approved.
- Keep documentation of original cost basis — For capital assignment transactions, retain the original capital contribution certificate, subsequent share purchase agreements, and any capital increase documentation to substantiate the cost basis used to compute net gain.
Costs
- Real estate transfer tax: 2% of transfer price (gross)
- Listed securities transfer tax: 0.1% of gross sale proceeds
- Capital assignment tax (unlisted shares/LLC interest): 20% of net gain
Timelines
- Real estate transfer tax payment: At notarization/land registration, before title transfer completes
- Capital assignment tax declaration: Within 10 days of the transfer agreement/approval
Required documents
- Sale and purchase agreement / capital transfer agreement
- Original capital contribution certificate or share purchase documentation (cost basis evidence)
- Land use right certificate / property title (for real estate transfers)
- Tax code of both buyer and seller
- Notarized transfer contract (real estate)
Common mistakes
- Assuming capital gains are only taxed on real profit — real estate and listed securities are taxed on gross transfer value/proceeds, so a loss-making sale can still generate tax.
- Under-declaring a real estate transfer price below the local land-price table, which the land registration office will simply override, taxing the higher official value.
- Losing original cost-basis documentation for capital assignment deals, making it impossible to substantiate a lower net gain and defaulting to a higher deemed gain.
- Foreign sellers not realizing the Vietnamese buyer/entity may be obligated to withhold and remit the capital assignment tax on their behalf, creating compliance friction at closing.