On the Ministry of Finance's Information Portal, readers reflect: Decree No. 20/2026/ND-CP guiding Resolution No. 198/2025/QH15 stipulates that newly established enterprises will not be exempt from corporate income tax for 3 years if:
The legal representative (except in cases where the legal representative is not a capital contributing member), a partnership member or the person with the highest capital contribution has participated in business activities in the role of legal representative, partnership member or the person with the highest capital contribution in operating enterprises...".
So, in case the legal representative of a newly established enterprise has capital contribution equal to the capital contribution of the remaining 2 shareholders in another operating enterprise but does not represent the law for this enterprise, is the newly established enterprise entitled to tax exemption?
The Ministry of Finance answers this question as follows:
On January 15, 2026, the Government issued Decree No. 20/2026/ND-CP detailing and guiding the implementation of a number of articles of Resolution No. 198/2025/QH15 of the National Assembly on a number of special mechanisms and policies for private economic development, in which, Clause 3, Article 7 stipulates:
Small and medium-sized enterprises registering for the first time:
Being exempt from corporate income tax for 03 years from the time of being granted the first Business Registration Certificate.
The tax exemption period is calculated continuously from the first year of being granted the first Business Registration Certificate.
In case the Business Registration Certificate is issued before Resolution No. 198/2025/QH15 takes effect and there is still a time to apply incentives, the enterprise is entitled to incentives according to the provisions of this clause for the remaining time.
The incentive regulations in this clause do not apply to:
Newly established enterprises due to mergers, consolidations, divisions, separations, ownership conversion, enterprise type conversion.
Newly established enterprises where the legal representative (except in cases where the legal representative is not a capital contributing member), partnership member or person with the highest contributed capital has participated in business activities in the role of legal representative, partnership member or person with the highest contributed capital in enterprises that are operating or have been dissolved but for less than 12 months from the time of dissolution of the old enterprise to the time of establishment of a new enterprise.
The Ministry of Finance requests readers to compare the regulations for implementation. In case of difficulties, please contact the directly managing tax authority for guidance according to regulations based on dossiers and the actual implementation situation of the unit.
