Official document No. 1539/VLO-QLDN3 The tax regulations issued by Vinh Long Provincial Tax Department on December 2, 2025, have attracted significant attention from the business community as they clarify the tax risks associated with companies borrowing from shareholders at an interest rate of 0%. Even if the purpose of the loan is to release collateral from a bank, the tax authorities may still consider this a non-market transaction and proceed with tax assessment.
In the context of tax audits and inspections increasingly focusing on internal and related-party transactions, Circular No. 1539/VLO-QLDN3 has become an important reference document for accountants, auditors, and business managers. Understanding and correctly applying the content of this circular helps businesses minimize the risks of tax arrears, penalties, and tax disputes.
Overview of Official Document No. 1539/VLO-QLDN3
To properly understand the issue, businesses need to look at the overall content and scope of Circular No. 1539/VLO-QLDN3. The circular not only addresses a specific situation but also reflects the current tax management perspective on shareholder loan transactions.
Information on issuance and scope of application
Official document No. 1539/VLO-QLDN3, issued by the Vinh Long Provincial Tax Department, aims to address issues regarding the payment of interest on loans to individual shareholders. Although it is a response to a specific enterprise, the content of the document closely adheres to legal regulations and therefore has general reference value.
This document applies to all businesses that engage in borrowing transactions from shareholders, regardless of their type or size of operation.
The key issue has been clarified by the tax authorities.
The focus of document No. 1539/VLO-QLDN3 is the assessment of shareholder loan transactions with interest rate 0% from a tax management perspective. The tax authorities emphasize the principle of independent transactions and require that the transaction be consistent with market price.
This indicates that the current trend in tax administration is to consider the economic nature of the transaction rather than solely relying on the form of the contract.
Determine the affiliation relationship according to document number 1539/VLO-QLDN3
A key aspect of Official Letter No. 1539/VLO-QLDN3 is the determination of the affiliation between the enterprise and the lending shareholder. This is a crucial step as it directly affects tax declaration and management obligations.
Legal basis for determining the affiliation
According to official document No. 1539/VLO-QLDN3, the determination of the affiliation relationship is based on point g, clause 2, Article 5. Decree 132/2020/ND-CP. Accordingly, parties are considered to be related if one party directly or indirectly manages, controls, or has a significant influence over the other party.
In addition, the kinship between shareholders and business managers is also considered when determining related-party transactions.
Equity ratio and loan value
Official document No. 1539/VLO-QLDN3 clearly states that if a shareholder lends an amount equal to or greater than 10% of contributed capital, the loan transaction is highly likely to be considered a related-party transaction. In that case, the enterprise must comply with tax management regulations for related-party transactions.
This entails the obligation to prepare documentation to determine transfer pricing and provide explanations to the tax authorities when requested.
Loan with 0% interest rate and market price principle.
After determining the relationship between the parties, the tax authorities will further assess the loan from a market value perspective. This is the core point emphasized in Official Letter No. 1539/VLO-QLDN3.
The tax authority's viewpoint
According to official document No. 1539/VLO-QLDN3, under independent transaction conditions, borrowing capital in the market always incurs interest costs. Therefore, a loan with an interest rate of 0% is considered inconsistent with market practices.
This view reflects the tax authorities' cautious approach to preventing the transfer of benefits between parties with special relationships.
Legal basis for tax assessment
Law No. 38/2019/QH14 on Tax Administration allows tax authorities to assess taxes when taxpayers cannot prove that the transaction is consistent with market prices. Official Letter No. 1539/VLO-QLDN3 applies this principle to cases of shareholder loans with an interest rate of 0%.
The tax authorities may refer to commercial bank loan interest rates or prevailing market interest rates to reassess tax obligations.
Personal income tax obligations according to official document No. 1539/VLO-QLDN3
In addition to corporate taxes, document No. 1539/VLO-QLDN3 also clarifies the personal income tax obligations of individual shareholders who lend capital.
Determining the taxable income of shareholders.
According to Article 10 of Circular 111/2013/TT-BTC, income from lending is classified as income from capital investment. Official Letter No. 1539/VLO-QLDN3 applies this regulation to cases where shareholders lend money to businesses. Income from capital investment is subject to personal income tax according to the full tax schedule with a tax rate of 5%.
Risks of tax recovery and penalties.
Although the contract specifies an interest rate of 0%, Official Letter No. 1539/VLO-QLDN3 indicates that the tax authorities may determine taxable income based on market interest rates. In that case, the lending shareholder could face retroactive tax collection, late payment penalties, and administrative fines. This is a risk often overlooked in tax accounting and settlement processes.
Comparison of shareholder loan options according to document No. 1539/VLO-QLDN3
To help businesses visualize the level of risk, document No. 1539/VLO-QLDN3 allows for a clear comparison between different options for borrowing capital from shareholders.
| Criteria | Loans at market interest rates | Loan with interest rate 0% |
| Market price | High | Short |
| Risk of tax assessment | Short | High |
| Shareholder income tax | 5% based on actual interest | 5% on fixed interest |
Accounting and auditing perspective
From an auditing perspective, document No. 1539/VLO-QLDN3 indicates that borrowing from shareholders at an interest rate of 0% is a transaction with significant tax risks. Auditors often require businesses to explain the basis for determining the interest rate and assess its impact on the financial statements.
Practical impact of Official Document No. 1539/VLO-QLDN3 on businesses
Not only does it provide guidance, but Official Document No. 1539/VLO-QLDN3 also has a practical impact on accounting, taxation, and financial management in businesses.
Impact on accounting and tax practices.
Businesses need to review all shareholder loans, especially interest-free loan agreements that have been incurred. Failure to properly assess risks according to Circular No. 1539/VLO-QLDN3 could lead to material errors when settling taxes.
Impact on financial management
From a management perspective, this document forces businesses to weigh short-term cash flow benefits against long-term tax risks. Transparency in internal borrowing transactions becomes a mandatory requirement.
Frequently Asked Questions related to Official Document No. 1539/VLO-QLDN3
Is borrowing from shareholders at an interest rate of 0% prohibited?
No. Official document No. 1539/VLO-QLDN3 does not prohibit this transaction, but warns of the risk of being taxed if the price does not match the market price.
Do small businesses have to apply?
Yes. This document applies to all businesses, regardless of size.
Should the loan agreement be renegotiated?
Based on tax consulting practice, applying interest rates close to market rates significantly reduces the risks involved, as per Official Letter No. 1539/VLO-QLDN3.
Conclude
Official Letter No. 1539/VLO-QLDN3 is an important warning for businesses using shareholder loans with an interest rate of 0% as a financial solution. The letter shows that tax authorities are increasingly focusing on market pricing principles and the nature of transactions in tax management.
To mitigate the risk of debt collection and penalties, businesses need to proactively review and reassess all shareholder loans. MAN – Master Accountant Network is ready to partner with businesses to accounting services – audit – tax consulting In-depth knowledge helps ensure legal compliance and optimize financial efficiency.
Service contact information at MAN – Master Accountant Network
- Address: No. 19A, Street 43, Tan Thuan Ward, Ho Chi Minh City
- Mobile/Zalo: 0903 963 163 – 0903 428 622
- Email: man@man.net.vn
Content production by: Mr. Le Hoang Tuyen – Founder & CEO MAN – Master Accountant Network, Vietnamese CPA Auditor with over 30 years of experience in Accounting, Auditing and Financial Consulting.
