Starting from March 27, Decree No. 20/2025/ND-CP amending and supplementing a number of regulations on tax management for enterprises with joint transactions will take effect.
In particular, Decree No. 20/2025/ND-CP amends and supplements points d, k and supplements points m, Clause 2, Article 5 of Decree No. 132/2020/ND-CP on parties with related relationships.
Point d, Clause 2, Article 5 of Decree No. 132/2020/ND-CP stipulates that the parties involved are: A company guarantees or lends capital to another company in any form on the condition that the loan amount is at least 25% of the capital contribution of the owner of the borrowed business and accounts for over 50% of the total value of medium and long-term debts of the borrowed business.
The above content is amended in Decree No. 20/2025/ND-CP as follows: A business guarantees or lends capital to another business in any form with the condition that the total outstanding loans of the business borrowing from the business lending or guaranteeing are at least 25% of the capital contribution of the owner of the borrowing business and account for over 50% of the total outstanding loans of all medium and long-term debts of the borrowing business.
The provisions in Point d above do not apply to the following cases:
Guarantee or lender is an economic organization operating under the provisions of the Law on Credit Institutions 2024, not directly or indirectly participating in the management, control, capital contribution, or investment in borrowing enterprises.
Guaranteeing or lending parties are economic organizations operating under the provisions of the Law, credit institutions and enterprises that borrow or are not directly or indirectly guaranteed are jointly managed, controlled, contributed capital and invested by another party...
In addition, Decree No. 20/2025/ND-CP also adds Point m, Clause 2, Article 5 of Decree No. 132/2020/ND-CP stipulating that the parties involved are: m) Credit institutions with subsidiaries or control companies or with credit institution's affiliated companies as prescribed in the Law on Credit Institutions and amended, supplemented or replaced documents (if any).
Clause 2, Article 21 of Decree No. 132/2020/ND-CP stipulates that the State Bank, within the scope of its tasks and powers, is responsible for coordinating the provision of information and data on foreign loans and repayments of each specific enterprise with related transactions based on the list required by the Tax Authority, including data on loan turnover, interest rates, interest payment periods, principal payment, actual capital withdrawal, debt repayment (growth, interest) and other relevant information (if any).
In addition to the above provisions, Decree No. 20/2025/ND-CP adds the responsibility of the State Bank to coordinate in providing information reported according to legal regulations on the relevant people of members of the Board of Directors, members of the Board of Members, members of the Supervisory Board, General Director (Director), Deputy General Director (Deputy Director) and equivalent titles as prescribed in the Charter of credit institutions;
At the same time, shareholders' relatives own 01% or more of the charter capital of a credit institution; Associated companies of a credit institution according to the State Bank's management data information system when requested by the tax authority.
