The issuance of invoices for revenue that has been declared and tax paid but not yet invoiced before the merger of units is guided by Official Letter No. 7713/TNI-QLDN3 of 2026, as follows:
Pursuant to Clause 2, Article 17 of the Law on Tax Administration 2025, which stipulates the fulfillment of tax obligations in cases of enterprise restructuring:
Fulfillment of Tax Payment Obligations
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- Fulfillment of tax payment obligations and other obligations related to tax records in cases of restructuring of enterprises, cooperatives, and unions of cooperatives:
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b) Enterprises, cooperatives, and unions of cooperatives undergoing division, consolidation, or merger are responsible for fulfilling their tax payment obligations and other obligations related to tax records before the division, consolidation, or merger. In cases where tax obligations have not been fully fulfilled, the divided enterprise and the newly established enterprise; the consolidated enterprise; or the receiving enterprise in a merger shall be responsible for inheriting the rights and fulfilling the tax obligations;
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In addition, Clause 1, Article 4 of Decree No. 254/2026/ND-CP stipulates the principles for issuing, managing, and using electronic invoices and documents as follows:
Principles for Issuing, Managing, and Using Electronic Invoices and Documents
- When selling goods or providing services, the seller must issue an electronic invoice and deliver it to the buyer (including goods and services used for promotions, advertising, and samples; goods and services given as gifts, donations, exchanges, or salary payments to employees, as well as internal consumption; and goods dispatched in the form of loans or temporary transfers), and in other cases where invoices must be issued as prescribed by the Minister of Finance, except for cases not required to use electronic invoices under Article 7 of this Decree.
Electronic invoices must comply with standard data formats and contain all required information in accordance with tax laws, accounting laws, and Article 10 of this Decree, ensuring that they fully and accurately reflect the economic transactions arising. The seller shall bear legal responsibility for the accuracy of the issued invoices.
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Based on the above provisions, the issuance of invoices for revenue that was declared but not invoiced before the merger is guided as follows:
- Regarding the inheritance of tax obligations: In the case where the Ben Luc District Construction Investment Project Management Board (Trung tâm Ban Quản lý dự án đầu tư xây dựng huyện Bến Lức) was merged into the Land Development Center (Trung tâm Phát triển quỹ đất), the Land Development Center is responsible for inheriting the rights and fulfilling the tax obligations of the former unit in accordance with regulations.
- Regarding the principles of invoice issuance: When selling goods or providing services, the seller is responsible for issuing electronic invoices and delivering them to buyers in accordance with Clause 1, Article 4 of Decree No. 254/2026/ND-CP, except for cases in which the law does not require the use of electronic invoices.
- Regarding invoice issuance for previously declared revenue: In cases where service contracts of the Ben Luc District Construction Investment Project Management Board have already been declared for Value Added Tax (VAT) and Corporate Income Tax (CIT), and the corresponding revenue has been recorded in the financial statements but invoices have not yet been issued to customers, the Land Development Center is responsible for issuing invoices for such revenue.
At the same time, with respect to revenue that has already been declared and the corresponding taxes paid, the Land Development Center is not required to redeclare or recalculate VAT and CIT when issuing the invoices.
In conclusion, for revenue arising from service contracts that were declared, taxed, and recorded in the financial statements by the former unit before the merger but for which invoices have not yet been issued, the receiving unit is responsible for inheriting the relevant obligations and issuing invoices to customers. The issuance of such invoices does not give rise to an obligation to redeclare or recalculate VAT and CIT on revenue for which the relevant taxes have already been declared and paid.
