<div id="readability-page-1">Vietnam’s tax authority is intensifying scrutiny of related-party transactions, as seen in the recent Coca-Cola case. Learn how shifting transfer pricing regulations, country-by-country Reporting (CbCR) exchanges, and deeper audit reviews will shape compliance obligations for multinationals.  On November 27, the Ho Chi Minh City People’s Court rejected Coca-Cola Vietnam’s lawsuit against the Tax Department and upheld the agency’s full tax assessment.  The ruling confirmed more than VND 821.4 billion (US$31.1 million) in back taxes, penalties, and late-payment interest after auditors reviewed the company’s operations from 2007 to 2015. Authorities also reduced Coca-Cola’s declared losses by over VND 762 billion (US$28.9 million) and ordered the company to pay more than VND 471 billion (US$17.9 million) in additional taxes.  The decision carries broader implications for multinational businesses in Vietnam. It shows that tax authorities now pursue transfer pricing (TP) risks more aggressively, especially when long-term losses raise concerns about base erosion. The ruling marks a shift toward stricter oversight and a more assertive enforcement cycle.  Companies with substantial related-party transactions now face higher audit intensity and must reassess the economic substance and defensibility of their TP positions. Investors and businesses operating in Vietnam need to reassess their TP positions and ensure that economic substance, profitability, and intragroup pricing structures stay aligned.  See also: Vietnam’s Tax and Transfer Pricing Compliance  p  EXPLORE IN-DEPTH INVESTMENT AND BUSINESS GUIDES.  Explore vital economic, geographic, and regulatory insights for business investors, managers, or expats to navigate Vietnam’s business landscape. Our Online Business Guides offer explainer articles, news, useful tools, and videos from on-the-ground advisors who contribute to the Doing Business in Vietnam knowledge.  Start exploring  The Coca-Cola ruling highlights the enforcement themes that now shape Vietnam’s TP landscape. Coca-Cola Vietnam reported losses for many years despite steady revenue growth, especially before 2013. The company also relied heavily on intragroup transactions, with imported flavoring and concentrate accounting for more than 70 percent of its cost of goods sold. The patterns raised questions about misaligned profitability and the sustainability of declared losses after they exceeded the company’s initial investment capital.  Tax authorities examined these issues as indicators of base-erosion risk. Their assessment aligned with risk signals highlighted in recent Deloitte analysis and the General Department of Taxation’s 2024 inspection plans. These plans target enterprises with high-value related-party transactions, consecutive losses, or unusually low tax contributions relative to revenue. Coca-Cola’s transaction structure and long-term performance placed the company squarely within these risk categories.  The case shows that authorities focus more heavily on transactions with high value or strategic importance, especially when pricing diverges from market expectations.  For multinationals operating in Vietnam, the message is clear: tax authorities now expect intragroup pricing to reflect economic substance and local value creation. Companies that depend on large cross-border purchases of materials, services, or intangibles will face more detailed reviews of their TP positions.  Escalating transfer pricing risk landscape in Vietnam  TP risks continue to rise in Vietnam as tax authorities strengthen audit efforts and broaden their focus on high-risk enterprises. Data from recent inspections show that TP audits generate tax arrears 3.5 times higher than regular audits.  This gap reflects the authorities’ heightened scrutiny of companies with persistent losses, thin margins that fall outside industry norms, and heavy reliance on high-value related-party transactions. Businesses that pay substantial service fees or royalties to offshore affiliates or import large volumes of intangibles and specialized materials now appear more frequently on audit lists.  Vietnam TP rules draw heavily on the OECD Transfer Pricing Guidelines, yet interpretation gaps still emerge. Taxpayers often apply pricing methods and comparability analyses from a commercial or group-wide perspective, while tax authorities evaluate these methods through a domestic enforcement lens.  Differences in how each side views functions, risks, asset ownership, and market conditions continue to create disputes. These differences lead to adjustments when profitability does not align with the economic substance that authorities expect to see in Vietnam.  As a result, companies face deeper transactional reviews that may reshape their pricing models, reporting positions, and forward tax planning. Businesses now need to treat TP as a core compliance priority rather than as an issue addressed only at annual filing.  Regulatory updates reshaping transfer pricing compliance  Vietnam’s recent regulatory changes show a strong push toward greater transparency and more structured transfer pricing oversight.  The country’s decision to join the CbCR Multilateral Competent Authority Agreement (MCAA) significantly reshapes how tax authorities access and exchange information. As of mid-February 2025, Vietnam had activated exchange relationships with 29 jurisdictions, giving tax authorities broader visibility into global profit allocations and intragroup transactions.  This development strengthens their ability to detect inconsistencies between local filings and group-level data.  The release of Decree No. 20/2025/ND-CP, which amends Decree 132, adds another layer of scrutiny. The updated rules refine the definition of related-party relationships, especially for credit institutions. This change affects interest deductibility tests and highlights the need for multinational groups to reassess intragroup financing structures.  The decree also introduces new TP declaration forms for the tax year 2024 and requires taxpayers to update their compliance processes. In addition, the State Bank of Vietnam (SBV) now has broader authority to share information with tax authorities, thereby enhancing the government’s ability to evaluate financial transactions and related-party lending.  These reforms collectively lay the foundation for data-driven, analytics-based TP enforcement. Authorities can combine CbCR information, enhanced domestic reporting, and sector-level risk models to detect unusual profit patterns more efficiently.  Common transfer pricing pain points for businesses in Vietnam  Many companies face persistent challenges in managing TP compliance in Vietnam. Deloitte’s 2024–2025 insights show that documentation quality remains a major weakness. Businesses often struggle to prepare complete and timely transfer pricing files, and many do not provide sufficient evidence to justify exemptions from documentation requirements. These gaps increase the risk of adjustments during audits.  Comparability analyses also create friction. Taxpayers and tax authorities frequently disagree on the selection of transfer pricing methods, the choice of comparable companies, and the adjustments needed to reflect local market conditions.  Differences in how each side interprets profitability benchmarks often lead to disputes, especially for companies operating in competitive or low-margin industries.  Intragroup transactions with high values or complex structures draw the most scrutiny. Authorities focus heavily on asset purchases, service fees, royalty payments, cost allocations, and financial transactions.  Authorities increasingly require clear, contemporaneous evidence that intragroup payments deliver genuine economic value. Companies that cannot demonstrate substance or a commercial rationale for these payments face a higher risk of reassessment.  These pain points show that transfer pricing disputes in Vietnam often arise less from technical rules than from gaps in documentation, economic analysis, and evidence of substance. Addressing these areas proactively reduces audit exposure and helps prevent prolonged disputes.  Strategic recommendations for strengthening TP risk management  Companies need a structured approach to manage rising TP risks in Vietnam. Strong preparation begins well before an audit. Businesses should monitor related-party transactions throughout the year, keep documentation up to date, and review high-risk items such as service fees, royalty payments, and intragroup financing. Early identification of potential issues gives management more time to correct pricing mismatches and gather supporting evidence.  During audits, companies benefit from a coordinated response strategy. A clear explanation framework helps tax teams address questions consistently and present the economic rationale behind each transaction. Cross-departmental alignment is essential, as tax authorities often request operational, financial, and technical details. Clear, verifiable evidence supporting each transaction materially strengthens audit defensibility.  After audits conclude, businesses should evaluate the results and integrate key lessons into future TP policies. Adjustments may require updates to benchmarking analyses, documentation practices, or intragroup pricing models. If disagreements remain, companies should prepare an appeal strategy that includes legal, economic, and operational considerations.  Multinationals with complex structures should also consider using advance pricing agreements (APAs) to gain certainty. APAs offer a structured way to resolve challenging issues, like royalty rates or cross-border service fees, before they trigger disputes. This approach reduces audit risk and helps companies maintain predictable tax outcomes in Vietnam’s increasingly rigorous enforcement environment.  Outlook: A more transparent and enforcement-intensive TP environment  Vietnam is moving toward a more transparent and coordinated TP environment. Authorities are strengthening domestic regulations while expanding cross-border cooperation through CbCR exchanges. These steps give tax officials deeper insight into multinational profit patterns and create a more informed foundation for audit selection and risk assessment.  Businesses should prepare for a more assertive audit cycle that mirrors the trajectory seen in the Coca-Cola case. A forward-looking compliance strategy positions the business to withstand deeper scrutiny and maintain more predictable tax outcomes in Vietnam.  About Us  Vietnam Briefing is one of five regional publications under the Asia Briefing brand. It is supported by Dezan Shira &amp; Associates , a pan-Asia, multi-disciplinary professional services firm that assists foreign investors throughout Asia, including through offices in Hanoi , Ho Chi Minh City , and Da Nang in Vietnam. Dezan Shira &amp; Associates also maintains offices or has alliance partners assisting foreign investors in China , Hong Kong SAR , Indonesia , Singapore , Malaysia , Mongolia , Dubai (UAE) , Japan , South Korea , Nepal , The Philippines , Sri Lanka , Thailand , Italy , Germany , Bangladesh , Australia , United States , and United Kingdom and Ireland .  For a complimentary subscription to Vietnam Briefing’s content products, please click here . For support with establishing a business in Vietnam or for assistance in analyzing and entering markets, please contact the firm at vietnam@dezshira.com or visit us at www.dezshira.com</div>

可口可樂

<p>越南税務機關加大了對關聯交易的審查力度，最近的可口可樂案例尤為突出。胡志明市人民法院維持了對可口可樂越南的税務評估，確認其需支付超過 8214 億越南盾的欠税和罰款。這一裁決標誌着對轉讓定價的監管將更加嚴格，敦促跨國公司重新評估其在越南的經濟實質和定價結構。該案例強調了遵守當地税收法規的必要性，尤其是對於與關聯方有重大交易的公司</p>

Coca-Cola’s Tax Lawsuit: Transfer Pricing Risk Consideration for Business in Vietnam

- 越南税務部門加強對關聯交易的審查，Coca-Cola 案為例。  
- 胡志明市法院支持税務局的税收評估，確認逾 8214 億越南盾的欠税。  
- 該案顯示税務機關對轉讓定價風險的關注加劇，影響跨國企業合規。  

可口可樂的税務訴訟：越南企業需考慮的轉讓定價風險