Tax identification number in corporate mergers under Vietnamese law

I. Overview of issues related to tax identification numbers in corporate mergers

The tax identification number in a corporate merger is one of the important matters that enterprises must pay attention to after completing a merger, as it directly affects the rights and obligations of the enterprise. Tax-related issues arising from corporate mergers have always been an invisible obstacle for enterprises. A clear understanding of tax procedures will help enterprises better prepare for merger activities and avoid administrative sanctions.

II. Understanding tax identification numbers in corporate mergers

1. What is a tax identification number in a corporate merger and how does it differ from the previous tax identification number?

Pursuant to Article 29 of the Law on Enterprise 2020 (amended in 2025), as guided by Article 8 of Decree No. 168/2025/ND-CP, an enterprise identification number (tax code) is a sequence of numbers generated by the National Enterprise Registration Information System and granted to an enterprise upon its establishment, which is recorded on the Enterprise Registration Certificate. Each enterprise is assigned a unique identification number, which must not be reused for another enterprise. The enterprise identification number is used for the performance of tax obligations, administrative procedures, and other rights and obligations.

Pursuant to Clause 1, Article 201 of the Law on Enterprise 2020 (amended in 2025), a corporate merger means that one or several companies (hereinafter referred to as the “merged companies”) may merge into another company (hereinafter referred to as the “receiving company”) by transferring all assets, rights, obligations, and lawful interests to the receiving company, while the merged companies cease to exist.

The differences between the tax identification number after merger and the previous tax identification number are as follows: According to Point b, Clause 2, Article 17 of the Law on Tax Administration 2025 (effective from June 1, 2026) and Point c, Clause 1, Article 201 of the Law on Enterprise 2020 (amended in 2025), as guided by Article 67 of Decree No. 168/2025/ND-CP, a corporate merger results in the termination of the validity of the tax identification number of the merged company. Accordingly, as for the receiving company, it retains its existing tax identification number and is entitled to inherit all lawful rights and interests, while assuming responsibility for all obligations, outstanding debts, labor contracts, and other property-related obligations of the merged company. The receiving company automatically succeeds to all lawful rights, obligations, and interests of the merged companies in accordance with the merger agreement.

2. Who is responsible for notifying the tax identification number in a corporate merger to partners and relevant authorities?

Pursuant to Clause 2, Article 201 of the Law on Enterprise 2020 (amended in 2025), as guided by Article 67 of Decree No. 168/2025/ND-CP, the regulations on corporate mergers are as follows:

• The relevant companies shall prepare the merger agreement and the draft charter of the receiving company.
• Members, company owners, or shareholders of the relevant companies shall approve the merger agreement and the charter of the receiving company and implement enterprise registration procedures for the receiving company in accordance with the Law. The merger agreement must be sent to all creditors and notified to employees within 15 days from the date of approval.
• In the case that the enterprise registration contents of the receiving company remain unchanged after the merger, within 10 working days from the completion date of the merger, the receiving company must submit a written notification to the provincial business registration authority where its head office is located in order to implement procedures for the termination of the merged company. Such notification must be accompanied by the documents prescribed at Points a, b, and c Clause 2 Article 55 of Decree No. 168/2025/ND-CP. 

3. Is the tax identification number in a corporate merger a legal basis for determining legal entity status after the merger?

Pursuant to Points b and c, Clause 2 and Clause 4, Article 201 of the Law on Enterprise 2020 (amended in 2025), as guided by Article 67 of Decree No. 168/2025/ND-CP, members, company owners, or shareholders of the relevant companies shall approve the merger agreement and the charter of the receiving company and conduct enterprise registration procedures for the receiving company in accordance with the Law.

• After the receiving company completes enterprise registration, the merged company shall cease to exist. The receiving company automatically succeeds to all lawful rights, obligations, and interests of the merged companies in accordance with the merger agreement.
• The business registration authority shall update the legal status of the merged company in the National Enterprise Registration Database and amend the enterprise registration contents of the receiving company.

Simultaneously, under Point b, Clause 2, Article 17 of the Law on Tax Administration 2025 (effective from July 1, 2026) and Point c, Clause 1, Article 201 of the Law on Enterprise 2020 (amended in 2025), as guided by Article 67 of Decree No. 168/2025/ND-CP, the merged company is responsible for fulfilling tax obligations and obligations relating to tax dossiers prior to the merger. In cases where such obligations remain unfulfilled, the receiving company shall inherit the relevant rights and continue to fulfill the outstanding tax obligations.

According to the above provisions, the tax identification number in a corporate merger is not the legal basis for determining the legal entity status after the merger. Instead, the legal entity status of the receiving company is evidenced by the Enterprise Registration Certificate through enterprise registration or amendments to enterprise registration contents at the competent authority.

4. What is the deadline for notifying and registering the tax identification number after a merger decision is issued?

Pursuant to Point b, Clause 2, Article 17 of the Law on Tax Administration 2025 (effective from June 1, 2026), the merged company is responsible for fulfilling tax obligations and obligations relating to tax dossiers prior to the merger.

Taxpayers directly registering taxes with the tax authority must submit dossiers for termination of the validity of the tax identification number to the directly managing tax authority within 10 working days from the date of issuance of the document terminating operations or business operations, or from the contract termination date.

III. Legal regulations related to tax identification numbers in corporate mergers

1. Under current regulations, how are procedures for registration of tax identification numbers in corporate mergers implemented? 

Procedures for registration of tax identification numbers in corporate mergers are implemented in accordance with Clause 3, Article 20 of Circular No. 86/2024/TT-BTC and Point b, Clause 2, Article 17 of the Law on Tax Administration 2025 (effective from July 1, 2026), as follows: 

- For merged organizations:

• The merged organization must fulfill all tax obligations and obligations relating to tax dossiers before the merger.
• Based on the dossier for termination of the validity of the tax identification number of the merged organization, the tax authority shall implement procedures and processes for terminating the validity of such tax identification number.

- For the receiving organization:

• In cases where the merger results in changes to tax registration information, within 10 working days from the date of issuance of the Establishment and Operation License, Establishment Decision, or other equivalent documents, the receiving organization must implement procedures for amendment of tax registration information with the directly managing tax authority.

- The dossier includes:

• A declaration for adjustment and supplementation of tax registration information using Form No. 08-MST enclosed with this Circular;
• A copy of the merger agreement or equivalent document;
• A copy of the Establishment and Operation License, Establishment Decision, or other equivalent document.

The tax authority shall process the amendment of tax registration information of the receiving organization in accordance with regulations.

2. Which authority has the competence to issue or amend tax identification numbers in corporate mergers?

Based on Points a and b, Clause 5, Article 3 of Circular No. 80/2021/TT-BTC, the directly managing tax authority includes:

• The tax authority managing the locality where the taxpayer’s head office is located, except for cases specified at Point c Clause 5 Article 3 of this Circular.
• The tax authority manages the locality where the taxpayer has dependent units located in provinces different from that of the taxpayer’s head office, where such dependent units directly declare taxes with the local tax authority.

Accordingly, the merged enterprise shall register with the directly managing tax authority to terminate the validity of its tax identification number, after which the receiving company shall implement procedures for amendment of tax registration information with the directly managing tax authority mentioned above.

3. What are the legal consequences if the tax identification number in a corporate merger is not registered or notified in a timely manner?

Pursuant to Point b, Clause 5 and Clause 7, Article 11 of Decree No. 125/2020/ND-CP, failure to notify changes in tax registration information shall result in an administrative fine ranging from 5,000,000 VND to 7,000,000 VND. In addition, remedial measures shall be imposed, including compulsory submission of dossiers for amendment of tax registration information.

In cases of late notification, fines shall be imposed under Clauses 1, 2, 3, and 4, Article 11 of Decree No. 125/2020/ND-CP depending on the duration of delay, specifically as follows:

- A warning shall be imposed for one of the following acts:

• Notification of changes in tax registration information submitted from 01 to 30 days beyond the prescribed deadline without changing the Tax Registration Certificate or Tax Identification Number Notice, where mitigating circumstances exist;
• Notification of changes in tax registration information submitted from 01 to 10 days beyond the prescribed deadline resulting in changes to the Tax Registration Certificate or Tax Identification Number Notice, where mitigating circumstances exist.

- A fine ranging from 1,000,000 VND to 3,000,000 VND shall be imposed for one of the following acts:

• Notification of changes in tax registration information submitted from 31 to 90 days beyond the prescribed deadline without changing the Tax Registration Certificate or Tax Identification Number Notice;
• Notification of changes in tax registration information submitted from 01 to 30 days beyond the prescribed deadline resulting in changes to the Tax Registration Certificate or Tax Identification Number Notice, except for the case prescribed at Point b, Clause 1 of this Article.

- A fine ranging from 3,000,000 VND to 5,000,000 VND shall be imposed for one of the following acts:

• Notification of changes in tax registration information submitted 91 days or more beyond the prescribed deadline without changing the Tax Registration Certificate or Tax Identification Number Notice;
• Notification of changes in tax registration information submitted from 31 to 90 days beyond the prescribed deadline resulting in changes to the Tax Registration Certificate or Tax Identification Number Notice.

IV. Questions related to tax identification numbers in corporate mergers

1. How do legal regulations address cases where an enterprise continues using its old tax identification number instead of the tax identification number applicable after the merger?

If an enterprise continues using its old tax identification number instead of the tax identification number applicable after the merger, the enterprise may face numerous risks relating to invoices or tax declarations. 

Pursuant to Clause 1 Article 28 of Decree No. 125/2020/ND-CP, a fine ranging from 20,000,000 VND to 50,000,000 VND shall be imposed for acts involving the illegal use of invoices as prescribed under Article 4 of this Decree, except for the cases stipulated at Point đ, Clause 1, Article 16 and Point d, Clause 1, Article 17 of this Decree.

Additionally, under Point b, Clause 1, Article 4 of Decree No. 125/2020/ND-CP, the use of invoices or documents that are invalid or no longer valid for use is considered an act of illegal use of invoices or documents.

2. What is the procedure for handling tax debts and tax refunds of the parties prior to the merger in relation to the tax identification number in a corporate merger?

The procedure for handling tax debts and tax refunds in a corporate merger focuses on the transfer of obligations from the merged company to the receiving company and the termination of validity of the tax identification number of the merged company. Specifically, pursuant to Clause 3, Article 20 of Circular No. 86/2024/TT-BTC, the regulations may be understood as follows:

- Tax finalization upon corporate merger: When implementing tax procedures relating to a corporate merger, the merged company must conduct tax finalization procedures. In cases where the merged company has not fulfilled its tax obligations prior to the merger, the receiving company shall be responsible for fulfilling such tax obligations to the State Treasury.

- Termination of validity of the tax identification number:

• Within 10 working days from the date of the merger agreement, the merged company must submit a dossier for termination of the validity of its tax identification number to the directly managing tax authority.
• The tax identification number of the merged company shall be closed and may no longer be used for economic transactions after the tax authority issues the notice of termination.

- Transfer of obligations to the receiving company:

• The receiving company shall continue fulfilling the outstanding tax obligations of the merged company under its own tax identification number.
• The receiving company retains its current tax identification number and implements procedures for amendment of registration information (if any) within 10 working days after being granted a new Enterprise Registration Certificate.

3. If the tax identification number applicable after the merger has not yet been granted but the enterprise still issues invoices, how will the violation be handled?

Pursuant to Clause 1 Article 28 of Decree No. 125/2020/ND-CP, an enterprise shall be subject to a fine ranging from 20,000,000 VND to 50,000,000 VND for the illegal use of invoices as prescribed under Article 4 of this Decree, except for the cases stipulated at Point đ, Clause 1, Article 16 and Point d, Clause 1, Article 17 of this Decree.

According to Point b, Clause 1, Article 4 of Decree No. 125/2020/ND-CP, the use of invoices or documents that are invalid or no longer valid for use constitutes illegal use of invoices or documents.

Accordingly, where the tax identification number applicable after the merger has not yet been granted but the enterprise still issues invoices, the enterprise shall be subject to administrative fines in accordance with the law.

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The above information provides clarification on issues relating to tax identification numbers in corporate mergers, as presented by NPLaw to our valued readers. With a team of experienced lawyers and legal professionals, NPLaw provides reputable and professional legal services, ensuring the best protection of the lawful rights and interests of clients. Should you require legal assistance, you may contact NPLaw for consultation and support.

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