Where we work · Vietnam
Vietnam has legislated more than it has implemented, and both facts matter.
Since early 2025 Vietnam has put a remarkable set of startup reliefs into law, including a full exemption from tax on gains from selling shares in an innovative startup. Several of them are conditional, in their own wording, on regulation that has to follow. Planning here means knowing which is which. We work with Vietnamese founders remotely from Hyderabad, in English. We have no office and no entity in Vietnam, and we say so plainly.
Every one of these is in force, and two of them wait on a decree.
2 years, then 50%
Corporate income tax exempt for two years and reduced by half for the four years after, on income from innovative startup activity. The length of that period is set by corporate income tax law rather than by the resolution itself. Resolution 198/2025/QH15, 17 May 2025
Fully exempt
Personal and corporate income tax on income from transferring shares, capital contributions, or the rights to contribute capital or buy shares in an innovative startup enterprise. Resolution 198/2025/QH15, 17 May 2025
3 years
Corporate income tax exempt for small and medium enterprises, running from the date of first issue of the enterprise registration certificate — a different clock from the one above. Resolution 198/2025/QH15, 17 May 2025
200%
The proportion of actual research and development cost deductible against corporate income tax. The resolution adds that this applies in accordance with the Government’s regulations. Resolution 198/2025/QH15, 17 May 2025
Up to 20%
Of taxable income a company may set aside into its own science, technology, innovation and digital transformation fund, to spend on its own work or to commission. Resolution 198/2025/QH15, 17 May 2025
1 January 2026
The date the presumptive tax method ended for household and individual businesses, and the date the business licence fee was abolished. Resolution 198/2025/QH15, 17 May 2025
Three of these reliefs are unconditional, two defer expressly to further regulation, and the last is a date that has already passed. That distinction between granted and deferred is the single most useful thing a founder here can hold on to, and it is why this page quotes the deferral clauses rather than quietly dropping them.
The instruments, by number and date.
Vietnam’s startup policy moved quickly between December 2024 and October 2025, and a great deal of commentary describes announcements rather than instruments. These are the documents, with the dates the Government’s own register carries.
- Resolution 198/2025/QH15
- Special mechanisms and policies for private-economy development, passed by the National Assembly on 17 May 2025. This is where the tax reliefs on this page come from, in its Articles 10 and 12. Resolution 198/2025/QH15, 17 May 2025
- Law 93/2025/QH15
- The Law on Science, Technology and Innovation, issued 27 June 2025 and in force from 1 October 2025. We cite it for what it is and its date of effect; we have not read its startup provisions at source and so claim nothing about their content. Law 93/2025/QH15, in force 1 Oct 2025
- Resolution 193/2025/QH15
- Of 19 February 2025, piloting special mechanisms for science, technology, innovation and national digital transformation, with Decree 88/2025/ND-CP of 13 April 2025 guiding it. Named here as the pilot framework; we have not read either text.
- Decree 182/2024/ND-CP
- Of 31 December 2024, in force the same day, establishing a national Investment Support Fund under the Ministry of Planning and Investment, operating not for profit. Its beneficiaries are high-technology enterprises and research-centre projects rather than seed companies. Decree 182/2024/ND-CP, 31 Dec 2024
- What we could not read
- The qualifying thresholds in Decree 182. The official text is a scanned document with no machine-readable layer, and the figures that circulate come from the draft. We state none of them rather than repeat a draft as law.
An officer decides whether you are an innovative startup.
Every relief on this page turns on one definition, and it is qualitative rather than numeric. That is why implementation is uneven, and why presenting the company well is a real piece of work rather than a formality.
- The statutory wording is short and open. An innovative startup enterprise is one established to realise an idea on the basis of exploiting intellectual property, technology or a new business model, and having the capacity for rapid growth. There is no revenue test, no headcount test and no sector list. Resolution 198/2025/QH15, 17 May 2025
- The exit relief reaches the instrument, not just the share. The exemption covers income from transferring shares, capital contributions, the right to contribute capital, and the rights to buy either. So the choice between issuing shares and issuing a right to acquire them sits inside a statutory exemption from the first round onward. Resolution 198/2025/QH15, 17 May 2025
- Two exemption clocks start at different events. The small-enterprise exemption runs three years from first registration. The innovative-startup exemption runs two years on a basis corporate income tax law sets. A company can spend the first while waiting to be able to use the second. Resolution 198/2025/QH15, 17 May 2025
- The relief also reaches the people. Experts and scientists receiving salary from an innovative startup enterprise, a research and development centre, an innovation centre or an intermediary support organisation have personal income tax exempt for two years and halved for four more. That is a hiring argument as much as a tax one. Resolution 198/2025/QH15, 17 May 2025
- Public procurement has a reserved band. State-budget construction, goods and mixed packages up to twenty billion dong are reserved for small and medium enterprises, with priority for enterprises owned by young people, women, ethnic minorities and people with disabilities, and for those in mountainous, border and island areas. Resolution 198/2025/QH15, 17 May 2025
We do not advise on Vietnamese tax or law and we file nothing. What we work on is whether the company can describe itself, accurately, in the terms the definition uses — and what in the business would have to be true for that description to hold.
Where Vietnamese seed companies get stuck.
| Problem | What it looks like | What we work on |
|---|---|---|
| Planning on a headline | A deduction at twice actual cost is read as available now. The resolution grants it in accordance with the Government’s regulations, and whether those exist and how they work is a separate question nobody asked. | Separating what is unconditional from what defers to a decree, and building the plan on the first while treating the second as upside your accountant confirms or does not. |
| A relief the company cannot evidence | The definition turns on intellectual property, technology or a new business model and on the capacity for rapid growth. A company whose records do not show any of that is relying on a reading an officer has no reason to adopt. | Making the business legible in the terms the definition uses, which usually means deciding what the company is actually building rather than writing it up more persuasively. |
| Instrument choice made for speed | Convertible paper is signed because it is quick, without noticing that the exit exemption is written across shares, capital contributions and the rights to acquire them, and that the wording interacts with how the round is papered. | Deciding the instrument with the exemption in view, and then having your lawyer confirm the drafting rather than discovering the interaction at the exit. |
| Mistaking the Investment Support Fund for startup funding | The name suggests early-stage support. It is a national fund for high-technology enterprises and research-centre projects, and its qualifying scale is set out in a decree. | Saying plainly which instruments are built for a company of this size, and not spending a quarter on one that is not. |
| The 2026 change to small-business taxation | The presumptive method ended and the business licence fee went on 1 January 2026, so a company’s own records now have to support an actual return rather than an assessed figure. | Getting the operating records to the standard the new position needs, in the order that matters, with your accountant doing the filing. |
Hours, invoices and what we are not.
- Hours
- Vietnam is one and a half hours ahead of India all year. The working day overlaps almost entirely, which makes same-day iteration normal rather than something to schedule around.
- Language
- English. We do not work in Vietnamese, and where a document only exists in Vietnamese we read it in Vietnamese and say so, as this page does.
- Tax and law
- We advise on neither. Everything on this page is a condition with its source attached, and your accountant and your lawyer tell you how it applies and whether the local office is applying it yet.
- Withholding
- Payments to a supplier outside Vietnam can fall within the foreign-contractor regime. We did not verify the rates at source, so we state none, and your accountant confirms the position before the first invoice.
- Data
- We act as a data processor under a written agreement, and we will tell you where founders’ work in Founder OS is stored before you put anything in it. We have not assessed Vietnam’s data-transfer rules and will say so rather than assume them.
- Invoices
- In USD, from our Indian company.
Reliefs, decrees and the things we do not do.
Can we rely on the deduction at twice actual cost?
Not on this page’s authority. The resolution grants it in accordance with the Government’s regulations, and we have not established which regulation implements it or whether it is in force. Treat it as something to confirm with your accountant, not as a line in the plan.
Is the exemption on selling shares really unconditional?
The resolution states it without a deferral clause, which is why it appears here as a figure rather than a caveat. What is conditional is whether the company is an innovative startup enterprise within the definition, and that is where the work is.
Do you advise on Vietnamese tax or company law?
No, and we are not licensed to. We read the instruments so that we can plan around them, and your accountant and lawyer advise on what they mean for you. Where the two of us disagree, they are right.
Do you have an office in Vietnam?
No. We work with Vietnamese founders remotely from Hyderabad, in English, and there is no local entity. We would rather say that than imply a presence we do not have.
What on this page could not be verified?
The qualifying thresholds in the decree establishing the Investment Support Fund, because the official text is a scanned document with no machine-readable layer and the ministry’s own portal was unreachable when we looked. The figures in circulation come from the draft, so we publish none of them.
Figures on this page were last checked on .
Start with what is in force.
A 45-minute call with Dineshwara, scheduled in Hanoi or Ho Chi Minh City time.