A Master File in Vietnam transfer pricing compliance provides an overview of a multinational group’s global business operations, organizational structure, transfer pricing policies, and financial activities. For foreign-invested enterprises (FDI), the Master File helps explain how the Vietnamese entity fits into the wider group and how the group manages transactions between related companies. Therefore, businesses should understand the Master File requirements and coordinate with their parent company to collect the necessary information.

Vietnam updated its transfer pricing framework in 2026 through Decree No. 255/2026/ND-CP. The decree took effect on 1 July 2026 and applies from the 2026 corporate income tax (CIT) period. As a result, companies should review their transfer pricing documentation process and determine which requirements apply to their specific tax period.

I. What Is a Master File in Vietnam Transfer Pricing?

1.1. Definition of a Master File

A Master File is a transfer pricing document that presents information about a multinational enterprise group as a whole. It explains the group’s business model, organizational structure, value creation, intellectual property, intercompany financing, and consolidated financial position.

Unlike a Local File, which focuses on the Vietnamese taxpayer and its related-party transactions, the Master File provides a broader view of the group. It helps tax authorities understand the global context behind the pricing policies applied to transactions between related entities.

For example, a Vietnamese subsidiary may purchase raw materials from its foreign parent company, pay management fees to a regional headquarters, or use intellectual property owned by another group entity. The Master File helps explain the group’s business structure and transfer pricing policies, while the Local File provides more detailed information about the Vietnamese company.

1.2. Why Is the Master File Important?

The Master File supports transfer pricing transparency by showing how a multinational group operates across different countries. It also helps explain where the group performs key functions, owns important assets, manages risks, and earns profits.

For FDI companies, this information is useful because local related-party transactions often depend on group-level decisions, agreements, and policies.

A complete Master File can help businesses:

• Explain the multinational group’s global business operations.
• Provide context for the Vietnamese entity’s related-party transactions.
• Support consistency between the Master File and Local File.
• Help identify potential transfer pricing risks.
• Prepare for tax authority requests and transfer pricing reviews.

However, a Master File does not automatically prove that every related-party transaction complies with the arm’s length principle. Companies must also support their specific transactions with appropriate analysis and documentation.

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II. Vietnam Transfer Pricing Legal Framework

2.1. Decree 255/2026/ND-CP

Decree No. 255/2026/ND-CP establishes Vietnam’s updated rules on tax administration for enterprises with related-party transactions. It replaces Decree No. 132/2020/ND-CP, as amended by Decree No. 20/2025/ND-CP, from 1 July 2026 and applies from the 2026 CIT period.

Under this framework, taxpayers must assess their disclosure and transfer pricing documentation obligations. Where applicable, the documentation includes the Local File, Master File, and Country-by-Country Report (CbCR).

Appendix III of Decree 255 sets out the information and documents required for the Master File. Businesses should use the applicable legal requirements to prepare their documentation rather than rely solely on a general group transfer pricing report.

2.2. Which Companies Should Review the Master File Requirement?

Vietnamese taxpayers conducting related-party transactions should assess whether they must prepare transfer pricing documentation. This includes many Vietnamese subsidiaries of multinational groups and other businesses that transact with related entities.

The requirement may be relevant when a Vietnamese company:

• Purchases goods or services from a foreign parent company.
• Pays royalties or licensing fees to a group entity.
• Receives management or technical services from overseas affiliates.
• Participates in intercompany financing arrangements.
• Operates under group-wide supply chain or distribution policies.

Nevertheless, businesses should not assume that every company with foreign ownership must prepare a Master File in every situation. The applicable documentation requirements and any available exemptions depend on the relevant rules and the taxpayer’s circumstances.

III. Key Information Required in a Master File

3.1. Organizational Structure of the Multinational Group

The Master File should describe the multinational group’s legal and ownership structure. It should help readers understand the relationships between the ultimate parent company, intermediate holding companies, operating subsidiaries, and other relevant entities.

This section may include an organizational chart showing the group’s legal entities and the countries where they operate. It should also explain the ownership structure and identify the main entities responsible for important business activities.

For example, a group may have a parent company in Japan, a regional headquarters in Singapore, and a manufacturing subsidiary in Vietnam. The Master File should make these relationships clear and explain the roles of the main entities within the group.

3.2. Description of the Group’s Business Activities

The Master File should explain the group’s main business activities and the factors that contribute to its commercial success. This information helps tax authorities understand how the group creates value and why different entities perform different functions.

Relevant information may include:

• The main products and services offered by the group.
• Important markets and geographic regions.
• Key supply chains and distribution arrangements.
• Major business restructuring or acquisitions.
• Significant factors affecting the group’s profitability.

For instance, a multinational manufacturer may conduct product research in one country, manufacture goods in Vietnam, and distribute finished products through regional entities. The Master File should explain how these activities fit together and how the group organizes its business operations.

3.3. Intangible Assets and Intellectual Property

Intangible assets can have a significant impact on transfer pricing because intellectual property may contribute substantially to a group’s revenue and profits. Examples include trademarks, patents, software, technical know-how, and proprietary manufacturing processes.

The Master File should provide relevant information about the group’s intangible assets and its general strategy for developing, owning, and using them. It should also explain the group’s approach to research and development and the arrangements involving important intellectual property.

For example, a Vietnamese company may manufacture products using a trademark owned by its overseas parent company. The Master File can provide group-level context for this arrangement, while the Local File should explain the Vietnamese entity’s specific royalty transactions and their pricing.

Businesses should ensure that the group’s description of intellectual property arrangements is consistent with actual operations, contractual terms, and the transfer pricing analysis.

3.4. Intercompany Financing Activities

Multinational groups may arrange financing through a central treasury company, a holding company, or other related entities. These arrangements can include intercompany loans, guarantees, cash pooling, and other financial transactions.

The Master File should describe the group’s general financing arrangements and relevant information about entities performing central financing functions. This information helps explain how the group manages its funding requirements and how financing activities support its global operations.

For Vietnamese entities, the group-level explanation should be consistent with the actual financing agreements and transactions. The Local File may need to provide additional analysis of interest rates, loan terms, guarantees, financial risks, and other relevant factors.

3.5. Financial and Tax Position of the Group

The Master File should include relevant information about the multinational group’s consolidated financial position and tax-related matters required by the applicable rules. These details help provide an overview of the group’s economic scale, financial performance, and global operations.

Depending on the applicable requirements, supporting information may include consolidated financial statements, details of relevant tax rulings or agreements, and information about the group’s overall allocation of income and economic activities.

Companies should coordinate with the parent company or the group’s tax department to obtain accurate and consistent information. In addition, they should confirm that the Master File aligns with other group-level reporting documents where relevant.

IV. Master File vs. Local File vs. Country-by-Country Report

Vietnam transfer pricing documentation may involve several different documents. Although they relate to the same multinational group, each serves a different purpose.

Document	Main focus	Key purpose
Master File	The multinational group	Explains global operations, structure, assets, financing, and transfer pricing policies.
Local File	The Vietnamese taxpayer	Describes local related-party transactions, functional analysis, pricing methods, and financial results.
Country-by-Country Report (CbCR)	Group-wide information by tax jurisdiction	Reports specified financial, tax, and economic information across jurisdictions when applicable.

The three documents should be consistent, but they are not interchangeable. For example, the Master File may describe a group’s global intellectual property strategy, while the Local File explains how a Vietnamese subsidiary uses that intellectual property and whether its royalty payments meet the arm’s length principle.

The CbCR has a separate reporting purpose and is subject to its own conditions. Under Decree 255/2026/ND-CP, a Vietnamese ultimate parent entity generally falls within the CbCR filing requirement when its consolidated global revenue in the preceding financial year reaches EUR 750 million or more, subject to the applicable rules and conditions.

V. Master File Preparation Deadlines and Exemptions

5.1. When Must a Master File Be Prepared?

Under Decree 255/2026/ND-CP, transfer pricing documentation must be prepared before the filing deadline for the annual CIT return. The taxpayer must retain the documentation and provide it when requested by the tax authority.

During a pre-inspection consultation, the deadline to provide transfer pricing documentation must not exceed 30 working days from the date the taxpayer receives the written request. Where valid reasons exist, the taxpayer may receive one extension of no more than 15 working days.

Therefore, businesses should not wait until a tax authority request arrives before contacting the parent company for group information. Early preparation gives the Vietnamese finance team more time to collect documents, reconcile data, and address inconsistencies.

5.2. Can a Company Be Exempt from Preparing a Master File?

Certain taxpayers may qualify for exemptions from transfer pricing documentation under Vietnam’s applicable rules. However, the exemption conditions must be assessed carefully, and an exemption from preparing documentation does not necessarily remove every disclosure or reporting obligation.

Under the framework applicable from the 2026 CIT period, one exemption category applies when both of the following conditions are met:

• Annual revenue is below VND 50 billion.
• The total value of related-party transactions is below VND 30 billion.

Other exemptions may apply in specific circumstances, including qualifying domestic related-party transactions, transactions covered by an Advance Pricing Agreement (APA), or certain businesses that meet prescribed conditions concerning intangible assets, revenue, and operating profitability.

For example, a taxpayer that does not generate revenue or incur expenses from exploiting or using intangible assets and has revenue below VND 500 billion may qualify for a particular exemption if it also meets the applicable operating margin threshold and all other legal conditions. The relevant thresholds include 5% for distribution, 10% for manufacturing, and 15% for processing.

Companies should verify the complete conditions under Decree 255 before deciding that they do not need a Master File. They should also check whether any separate reporting requirements remain applicable.

VI. Common Master File Compliance Challenges

6.1. Delays in Receiving Information from the Parent Company

One common challenge for FDI companies is obtaining group-level information from overseas headquarters. The parent company may prepare a global Master File for multiple jurisdictions, but the Vietnamese subsidiary still needs to confirm that the document contains the information required under Vietnamese regulations.

To avoid delays, the local finance team should request the relevant group documentation early and identify the information needed for Vietnamese compliance. It should also confirm the reporting period, group structure, and version of the document being used.

6.2. Inconsistent Information Across Group Documents

The Master File, Local File, financial statements, and related-party disclosures may contain different figures or descriptions if group reporting processes are not coordinated. For example, the Master File may describe a Vietnamese company as a limited-risk distributor, while its actual contracts and operations show that it performs additional functions or bears significant commercial risks.

Businesses should review these documents together and investigate material differences before finalizing their transfer pricing documentation. Where necessary, they should update the explanations or supporting analysis to reflect the actual facts.

6.3. Missing Details About Intangible Assets and Financing

Some groups provide only a high-level overview of intellectual property or financing arrangements. However, incomplete information may make it difficult to understand how these activities affect the group’s transfer pricing policies.

Companies should request sufficient details from the parent company and confirm that the information is consistent with the relevant agreements. The Vietnamese entity should also ensure that the Local File contains the transaction-specific analysis required to support its tax position.

6.4. Treating the Master File as a Substitute for Local Analysis

A group-wide Master File cannot replace the detailed analysis required for the Vietnamese entity. Even when the parent company provides a comprehensive report, the local company must still assess its own related-party transactions and determine which Vietnamese documentation obligations apply.

A practical approach is to use the Master File as a source of group-level information and then prepare the Local File based on the Vietnamese company’s actual activities, financial data, contracts, and transaction details.

VII. How MVA Vietnam Can Support Transfer Pricing Compliance

Preparing transfer pricing documentation requires coordination between the Vietnamese finance team, the parent company, and other group entities. Companies must collect accurate information, confirm the applicable rules, and ensure that the Master File and Local File present a consistent picture of their operations.

MVA Vietnam can support businesses with related-party transaction reviews, transfer pricing documentation preparation, accounting data reconciliation, and tax compliance support. For FDI companies, an early review can help identify missing information and potential inconsistencies before the annual CIT filing deadline.

Before starting the process, businesses should prepare their related-party transaction list, intercompany agreements, financial statements, group structure chart, and any existing group transfer pricing policies. They should also coordinate with the parent company to obtain the relevant Master File and supporting information.

VIII. Conclusion

A Master File is an important component of transfer pricing documentation for multinational groups with operations in Vietnam. It explains the group’s organizational structure, business activities, intangible assets, financing arrangements, and financial position. Together with the Local File and other applicable disclosures, it helps provide a clearer picture of how related-party transactions fit into the group’s global operations.

With Decree 255/2026/ND-CP applying from the 2026 CIT period, businesses should review their documentation procedures and confirm whether they qualify for any applicable exemptions. By coordinating early with the parent company and keeping the Master File consistent with local records, FDI companies can improve their transfer pricing compliance and better manage tax risks.

MVA VIETNAM ACCOUNTING AND AUDITING COMPANY LIMITED