Official dispatch No. 1305/QNG-QLDN1 was issued by the Quang Ngai Provincial Tax Department on August 29, 2025, providing detailed guidance on tax policies for capital contribution transfer activities at enterprises. This document is of important significance, helping individuals and enterprises clearly understand how to determine taxable income and calculation methods. personal income tax and tax declaration procedures when capital transfer occurs. The article will analyze in detail the content of Official Dispatch No. 1305/QNG-QLDN1, at the same time providing illustrative examples and necessary notes when applying.
Legal basis related to Official Dispatch No. 1305/QNG-QLDN1
To properly implement the content of Official Dispatch No. 1305/QNG-QLDN1, it is necessary to rely on relevant legal bases. The following documents are important legal foundations, ensuring systematicity and consistency in the process of guiding the declaration of personal income tax when transferring capital contributions:
| Legal documents | Main content | Regarding Official Dispatch No. 1305/QNG-QLDN1 |
| Circular 111/2013/TT-BTC | Detailed instructions on personal income tax; Article 11 stipulates that income from capital transfer is taxable income. | Basis for determining taxable income from capital contribution transfer |
| Circular 80/2021/TT-BTC | Issue tax declaration form, including personal income tax declaration form 04/CNV-TNCN | Basis for regulating personal income tax declaration dossiers when transferring capital contributions |
| Decree 168/2025/ND-CP and Circular 68/2025/TT-BTC | Regulations on procedures for business registration when changing capital contributing members | Contact to complete tax obligations before registering change of capital contributors |
Main content of Official Dispatch No. 1305/QNG-QLDN1
Official Letter No. 1305/QNG-QLDN1 clearly stipulates: when an individual transfers all of his/her capital contribution in a two-member LLC, the income generated is determined to be income subject to personal income tax (PIT). This document clarifies three important factors in determining tax obligations:
Tax basis
Taxable income is determined on the basis of:
- Transfer price: the amount of money an individual receives from the transfer of a capital contribution.
- Initial cost: the actual capital an individual has contributed to the company or spent to buy back the capital contribution.
- Reasonable related costs: expenses with valid documents, directly incurred in service of the transfer, such as notary fees, legal service fees or administrative procedure fees.
The determination formula is stated:
|
Taxable income = Transfer price – Initial cost – Related reasonable expenses |
Applicable tax rate
Taxable income from capital contribution transfer activities is subject to tax rate 20%, according to regulations in Article 11 of Circular 111/2013/TT-BTC. This tax rate only applies to the positive difference, that is, the actual income that an individual receives after deducting the cost price and reasonable expenses.
Tax filing deadline
Tax returns must be submitted to the tax authorities. no later than the 10th day from the date the tax liability arises. The time of tax liability is understood as the effective date of the capital contribution transfer contract. Compliance with this deadline is mandatory to ensure transparency and avoid administrative penalties for tax management violations.
Tax declaration documents according to Official Dispatch No. 1305/QNG-QLDN1
According to the instructions at cDocument No. 1305/QNG-QLDN1When an individual transfers capital contributions, he/she must prepare and submit a report. personal income tax returnThis set of documents is mandatory and is the basis for tax authorities to determine tax obligations. Specifically, the documents include:
Personal income tax declaration form 04/CNV-TNCN
This is the form issued by the Ministry of Finance under Circular 80/2021/TT-BTC. The transferor must fully declare information about the transferor, transferee, transfer price, initial cost, related costs and tax payable.
Contract for transfer of capital contribution
A document signed by the parties involved, clearly stating the transfer value, payment method and effective date of the contract. This is the legal basis for determining the date when tax liability arises.
Payment documents
Payment documents include: transfer documents, payment receipts, or documents confirming the delivery of money. This helps the tax authority check the reality of the transaction and ensure that the transaction is completed.
Legal documents related to capital contribution
Legal documents related to the capital contribution include: business registration certificate, company charter, documents proving the individual's ownership of the capital contribution. These documents prove the legality of the transferred capital.
In case the enterprise declares on behalf of
One of the notable contents in Official Dispatch No. 1305/QNG-QLDN1 is the regulation on the responsibility of enterprises when capital contribution transfer occurs. Specifically, in the process of changing the list of capital contributing members, if the company does not have documents proving that the individual transferring has fulfilled personal income tax obligations, the company is required to declare and pay taxes on behalf of the individual.
This provision is cited from Clause 4, Article 26 of Circular 111/2013/TT-BTC. Its meaning is to ensure compliance with tax laws, prevent individuals from delaying or evading tax obligations, thereby avoiding losses to the state budget. At the same time, the provision also sets out the responsibility of coordination for enterprises, forcing enterprises to closely monitor the transfer of capital contributions and ensure that tax obligations have been completed before changing members on the business registration certificate.
Thus, Official Dispatch No. 1305/QNG-QLDN1 not only clarifies the obligations of individuals transferring capital contributions but also emphasizes the role and legal responsibility of enterprises in coordinating with tax authorities to ensure strict and transparent management.
Responsibility when changing capital contributing members
According to the provisions of Decree 168/2025/ND-CP and Circular 68/2025/TT-BTC, changing capital contributors in the business registration dossier is not simply an administrative procedure. The prerequisite for the business registration authority to accept the dossier is that the personal income tax obligation arising from the transfer of capital contribution must be fully completed.
Official dispatch No. 1305/QNG-QLDN1 has emphasized and clarified this relationship. When submitting a dossier for changing members, enterprises are required to attach documents proving that the individual transferring capital has declared and paid taxes in accordance with regulations. If tax payment documents are missing, the registration dossier for change will not be accepted, leading to a prolongation of processing time and affecting the legal activities of the enterprise.
This regulation sets out the responsibility for close coordination between the transferor and the receiving enterprise. Individuals must proactively declare and pay taxes in a timely manner, while enterprises must review the documents before submitting to avoid being rejected by the business registration authority. This is also an important mechanism to prevent budget losses, ensuring that all capital transfer activities are transparent and in accordance with the law.
Illustrative example of applying Official Dispatch No. 1305/QNG-QLDN1
Suppose Mr. A contributes 2 billion VND to Company B. After 5 years, Mr. A transfers all of his capital contribution for 3 billion VND. The reasonable costs for the transfer are 50 million VND.
| Transfer price: 3 billion VND.
Initial cost: 2 billion VND. Related costs: 50 million VND. Taxable income = 3 – 2 – 0.05 = 0.95 billion VND. Personal income tax payable = 0.95 x 20% = 190 million VND. |
The tax declaration must be submitted no later than the 10th day from the effective date of the transfer contract. In case Mr. A has not submitted it yet, Company B will have to submit it on his behalf to complete the procedure for changing members.
Notes when applying Official Dispatch No. 1305/QNG-QLDN1
To properly apply the provisions of Official Dispatch No. 1305/QNG-QLDN1, individuals and businesses need to pay attention to many important issues to avoid risks in the process of declaring and paying personal income tax from capital contribution transfer activities.
First, comply with the deadline for filing documents. According to Official Dispatch No. 1305/QNG-QLDN1, the deadline for filing tax declaration documents is 10 days from the date of tax liability, which is the date the capital contribution transfer contract takes effect. If the deadline is exceeded, the individual or enterprise will be subject to administrative penalties and late payment fees will be incurred.
Second, accurately determine the initial cost. This is the key point in Official Letter No. 1305/QNG-QLDN1, because taxable income depends on the difference between the transfer price and the cost price. Without the original capital contribution documents, the tax authority can eliminate the cost, increasing the amount of tax payable.
Third, joint responsibility between individuals and enterprises. Official Letter No. 1305/QNG-QLDN1 clearly stipulates that if an individual fails to declare taxes, the enterprise must pay on their behalf to complete the legal procedures when changing capital contributing members. This ensures that tax obligations are not overlooked and the enterprise still maintains legal validity.
Fourth, be aware of common risks. According to the analysis in Official Dispatch No. 1305/QNG-QLDN1, many cases are stuck because of not keeping the transfer contract, paying in cash instead of by bank transfer, or lacking valid documents. These shortcomings can cause the application to be rejected and the expenses to be unrecognized.
In summary, Official Letter No. 1305/QNG-QLDN1 is an important basis to help individuals and businesses clearly understand the steps to follow when transferring capital contributions. Understanding and correctly implementing the provisions in Official Letter No. 1305/QNG-QLDN1 not only helps to comply with the law but also avoids tax risks. Businesses need to consider Official Letter No. 1305/QNG-QLDN1 as a practical guide, and combine it with current regulations to ensure transparency.
Conclude
Official dispatch No. 1305/QNG-QLDN1 is a detailed and timely guidance document of the Quang Ngai Provincial Tax Department, helping individuals and businesses clearly understand the regulations on personal income tax when transferring capital contributions. This document not only affirms the tax declaration obligations of individuals but also clearly stipulates the responsibilities of businesses in case the transferring member has not fulfilled his/her obligations.
Therefore, understanding and correctly applying the content of Official Dispatch No. 1305/QNG-QLDN1 will help businesses comply with the law, limit tax risks and avoid problems in the process of registering changes in capital contributing members.
If your business is having difficulty in tax consulting, preparing personal income tax returns or handling business registration procedures, please contact us. MAN – Master Accountant Network for quick and professional support.
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