Vietnam proposes 20% tax on profit from unlisted share transfer

The ministry put forward the proposal in a draft government decree guiding the implementation of the revised Law on Personal Income Tax, which was passed by the National Assembly on December 10, 2025 and will take effect on July 1, 2026.

The draft classifies income from capital transfers into three groups: transfers of capital in economic organizations, securities transactions, and other forms of capital transfer, while regarding unlisted share transfers as a form of capital transfer.

For unlisted shares, the tax rate would be 20 percent on taxable income, calculated as the difference between the selling price and the purchase price after deducting related costs.

For example, if an investor buys shares for VND1 billion ($37,940) and sells them for VND1.5 billion ($56,940), the VND500 million ($18,970) profit would be taxed at 20 percent, resulting in a VND100 million ($3,790) tax payment.

If the purchase price and costs cannot be determined, the tax would be set at two percent of the transfer value and would apply to both residents and non-residents.

The ministry explained that unlisted share transactions are typically privately negotiated, infrequent, and more similar in nature to capital transfers than stock exchange trading.

Therefore, income from such transactions should be taxed at the same 20-percent rate as capital transfers.

The draft also notes that the taxation of unlisted shares has been inconsistently applied in recent years, with many cases previously subject to the 0.1-percent rate applied to listed securities.

For listed securities, including shares, bonds, fund certificates, and other instruments, the draft maintains the current 0.1-percent tax on transfer value per transaction regardless of profit or loss.

The ministry said this approach remains appropriate because of the high transparency and frequent trading on stock exchanges.

The draft requires individuals earning income from capital transfers to self-declare and pay tax, while income-paying organizations must withhold, declare, and remit tax at a rate of 0.1 percent on the transfer value.

The ministry expects the new framework to encourage more companies to list or register for trading, thereby improving transparency and investor protection in the market.