Tax

In most significant business decisions—such as acquisitions, restructurings, profit repatriation or simply a cross-border services agreement—tax is often the decisive variable determining the transaction’s actual economic efficiency. Unlike many other legal obligations, tax risks may have retrospective consequences: an incorrect interpretation today may result in tax reassessments, penalties and late-payment interest covering several preceding years. HM&P helps clients identify these risks at an early stage while transactions are being implemented.

We advise domestic enterprises, foreign-invested enterprises and investors on tax matters arising throughout the entire investment and business lifecycle in Vietnam. As tax lawyers, our strength lies in areas where tax issues are, in substance, legal issues: interpreting and applying regulations to transactions for which no clear precedent exists, defending a company’s position before the tax authorities through rigorous legal arguments, and pursuing complaints or litigation where necessary. We regularly coordinate with clients’ auditors and tax advisers to protect their interests to the fullest extent.

Our Approach

In advisory matters, we do not stop at citing regulations; we provide a clear position accompanied by an assessment of the level of risk. What a business needs before entering into a transaction is a decision, not a summary of every possible interpretation. Where regulations are unclear, we help clients build a defensible record from the outset of the transaction, including written correspondence with the tax authorities where appropriate, documentation evidencing the substance of the transaction, and contractual structures that accurately reflect the adopted tax position.

In M&A transactions and restructurings, we treat tax as a design component rather than a final-stage review exercise: assessing the tax cost of each structural option, identifying potential tax liabilities of the target during due diligence, and allocating tax risks in transaction documents, from representations and warranties to indemnification mechanisms.

When a company faces a tax inspection or audit, we become involved from the preparation stage, reviewing risk areas in advance, developing an explanation strategy, representing the company throughout the inspection process, and pursuing the matter through administrative complaints or court proceedings where a decision of the tax authority lacks sufficient legal basis. Our litigation experience provides a genuine advantage at this stage: the case record is prepared from the outset with the mindset of those who may ultimately have to defend it before a court.

We also closely monitor major developments in tax policy, from the global minimum tax and its impact on investment incentives to the tax obligations applicable to digital business models and cross-border transactions, so that we can advise clients before policy changes become compliance obligations.

Scope of Services

• Corporate income tax, value-added tax, personal income tax and other taxes arising from business operations;
• Foreign contractor tax, double taxation agreements and tax obligations in cross-border transactions;
• Tax structuring for M&A transactions, capital transfers, project transfers and corporate restructurings;
• Tax due diligence and allocation of tax risks in transaction documents;
• Tax incentives, the impact of the global minimum tax and tax matters concerning foreign-invested enterprises;
• Compliance reviews, tax risk assessments and preparation of defensible records for material transactions;
• Value-added tax refunds and high-value tax procedures;
• Representation in tax inspections and audits, from preparation and explanations to engagement with tax authorities at all levels;
• Administrative complaints against tax decisions and administrative litigation before the courts;
• Tax obligations in dissolution and termination of operations, and tax matters relating to new business models.