Annual Compliance for Vietnamese Companies Operating in India
India and Vietnam share a Comprehensive Strategic Partnership since 2016, underpinning one of the fastest-growing bilateral economic corridors in Asia. Bilateral trade reached $15.76 billion in FY 2024-25 — a 6.4% year-on-year increase — with both nations targeting $20 billion in two-way trade. Vietnam is India's 20th largest trading partner, while India ranks as Vietnam's 8th largest trading partner globally. Vietnamese companies are expanding their Indian presence across manufacturing, energy, mineral exploration, agro-processing, consumer goods, IT, and auto components.
For Vietnamese parent companies managing Indian subsidiaries, annual compliance requires navigating India's multi-regulator environment, which differs significantly from Vietnam's Ministry of Finance and General Department of Taxation (GDT) framework. India's compliance obligations span four regulators: the Ministry of Corporate Affairs (MCA) for corporate law, the Income Tax Department for direct taxes, the GST Network for indirect taxes, and the Reserve Bank of India (RBI) for foreign exchange management.
An important consideration for Vietnamese companies is document authentication: Vietnam has acceded to the Hague Apostille Convention, but the convention will only enter into force on September 11, 2026. Until that date, Vietnamese documents require embassy attestation. This guide covers every annual compliance requirement for FY 2026-27. Read our blog on annual compliance checklist for Indian companies for a month-by-month schedule.
How the India-Vietnam DTAA Affects Annual Compliance
The India-Vietnam DTAA, signed in 1994, governs the tax treatment of all cross-border payments between the Indian subsidiary and its Vietnamese parent. The treaty provides a uniform 10% withholding rate across all major payment categories, offering significant savings compared to India's domestic withholding rates.
Withholding Tax Rates Under the Treaty
The Indian subsidiary must deduct withholding tax (TDS) on payments to the Vietnamese parent at the applicable treaty rate:
- Dividends: 10% on gross dividend amount. India's domestic withholding rate is 20%, so the treaty provides a 10 percentage point saving on profit repatriation to Vietnam.
- Interest: 10% on interest payments. Vietnamese banks and financial institutions lending to Indian subsidiaries benefit from this reduced rate.
- Royalties: 10% on royalties for use of industrial, commercial, or scientific equipment, trademarks, patents, or copyrights.
- Fees for Technical Services (FTS): 10% on management, consulting, and technical service fees. Vietnamese companies providing shared services to their Indian subsidiaries benefit from this reduced rate compared to India's domestic rate of 20%.
Capital Gains Provisions
Under the India-Vietnam DTAA, capital gains from the sale of shares in an Indian company by a Vietnamese resident are generally taxable in India. Vietnamese parent companies contemplating exits, restructuring, or secondary share sales involving their Indian subsidiaries must factor Indian capital gains tax into their planning. Short-term capital gains on unlisted shares are taxed at the applicable corporate rate, while long-term gains attract tax at 12.5%.
TRC from GDT — Annual Requirement
To claim treaty-rate TDS, the Vietnamese parent must obtain a Tax Residency Certificate (TRC) from the General Department of Taxation (GDT — Tong cuc Thue) each year and provide it to the Indian subsidiary. Additionally, Form 10F must be filed electronically on the Indian income tax portal, along with a self-declaration confirming beneficial ownership.
Document Requirements from Vietnam
Vietnam acceded to the Hague Apostille Convention on June 27, 2025, but the convention enters into force on September 11, 2026. Until that date, Vietnamese documents intended for use in India must undergo the traditional embassy attestation process — notarisation by a Vietnamese notary, authentication by the Ministry of Foreign Affairs of Vietnam (Bo Ngoai giao), and attestation by the Indian Embassy in Hanoi or the Indian Consulate in Ho Chi Minh City.
Annual Documents from the Vietnamese Parent
- GDT Tax Residency Certificate: Valid for the relevant tax year. Must be renewed annually before treaty-rate TDS deductions commence for the Indian financial year.
- Board Resolutions: Annual resolutions authorizing intercompany transactions (management fees, royalties, loan interest) — notarised and embassy-attested through MFA Vietnam and the Indian Embassy.
- Enterprise Registration Certificate: Vietnam's equivalent of a certificate of incorporation, issued by the Department of Planning and Investment (DPI) — embassy-attested copy for Indian statutory records.
- Transfer Pricing Master File: If the Vietnamese group's consolidated revenue exceeds INR 500 crore, a global master file must be maintained and furnished to Indian tax authorities upon request. Vietnam has its own TP documentation requirements under Decree 132/2020/ND-CP.
Director KYC for Vietnamese Directors
- DIR-3 KYC is due by September 30 for every director holding a DIN. Vietnamese directors submit passport details, proof of Vietnamese residential address, personal mobile number, and email.
- Vietnamese Chung minh nhan dan (CMND) or Can cuoc cong dan (CCCD — citizen identity card) number may be requested as additional identification.
Step-by-Step Annual Compliance Process
India's financial year (April 1 - March 31) governs all compliance timelines. Vietnamese-owned Indian subsidiaries must complete the following sequence each year:
Step 1: Statutory Audit (April - August)
A statutory audit by an independent Indian Chartered Accountant is compulsory for every private limited company. For Vietnamese-owned subsidiaries, the auditor specifically reviews intercompany transactions, FEMA compliance, and related-party disclosures under Section 188 of the Companies Act. The audit must address the treatment of intercompany transactions with the Vietnamese parent, ensuring arm's-length pricing compliance. Read our guide on statutory audit requirements for foreign subsidiaries.
Step 2: Annual General Meeting (By September 30)
The AGM adopts audited financial statements, considers dividends, and reappoints the auditor. Vietnamese directors can attend via video conferencing. The AGM must be held within six months of the financial year end.
Step 3: MCA Annual Filings (October - November)
- Form AOC-4: Financial statements filed with ROC within 30 days of AGM.
- Form MGT-7: Annual return filed within 60 days of AGM.
Late filing attracts INR 100 per day per form with no maximum cap. Vietnamese companies accustomed to the DPI's filing framework should note that India's penalties are unlimited and apply to both the company and individual officers in default.
Step 4: Income Tax Return (October 31 / November 30)
ITR-6 is filed by October 31 (or November 30 for companies with transfer pricing obligations). Form 3CEB — the transfer pricing audit report — is due by November 30. Vietnamese-owned subsidiaries with intercompany transactions must maintain transfer pricing compliance. Vietnam's Decree 132/2020/ND-CP on transfer pricing has similar principles, which can help Vietnamese groups understand India's requirements.
Step 5: GST Annual Return (December 31)
GSTR-9 (and GSTR-9C for turnover above INR 5 crore) is due by December 31. Monthly GSTR-1 and GSTR-3B filings continue throughout the year. See GST compliance services.
Step 6: FEMA and RBI Reporting (July 15)
The FLA Return is filed with RBI by July 15 through the FLAIR portal. Any share allotments, transfers, or capital restructuring must be reported through FC-GPR or FC-TRS within prescribed timelines. Vietnamese investments in India typically qualify under the automatic FDI route in most sectors.
Timeline and Costs
Compliance Calendar
| Obligation | Deadline | Regulator |
|---|---|---|
| DIR-3 KYC (all directors) | September 30 | MCA |
| Statutory audit completion | Before AGM | ICAI |
| Annual General Meeting | September 30 | MCA |
| Form AOC-4 | Within 30 days of AGM | MCA/ROC |
| Income Tax Return (ITR-6) | October 31 | Income Tax Dept |
| Form MGT-7 | Within 60 days of AGM | MCA/ROC |
| Transfer Pricing Report (3CEB) | November 30 | Income Tax Dept |
| GST Annual Return (GSTR-9) | December 31 | GSTN |
| FLA Return to RBI | July 15 | RBI |
| TDS Returns (quarterly) | Jul 31, Oct 31, Jan 31, May 31 | Income Tax Dept |
Cost Breakdown
| Service | Approximate Annual Cost |
|---|---|
| Statutory audit fees | INR 50,000 - 2,00,000 (~VND 15M-60M) |
| MCA annual filing (AOC-4 + MGT-7) | INR 15,000 - 30,000 (~VND 4.5M-9M) |
| Income tax return preparation | INR 25,000 - 75,000 (~VND 7.5M-22.5M) |
| Transfer pricing documentation and 3CEB | INR 1,00,000 - 5,00,000 (~VND 30M-150M) |
| GST annual return (GSTR-9/9C) | INR 15,000 - 50,000 (~VND 4.5M-15M) |
| FEMA/RBI compliance (FLA, FC-GPR) | INR 20,000 - 50,000 (~VND 6M-15M) |
| DIR-3 KYC for foreign directors | INR 5,000 - 10,000 (~VND 1.5M-3M) |
India's compliance costs are competitive with Vietnam's professional service fees. Read our annual compliance checklist for Indian companies.
Common Challenges for Vietnamese Companies
Embassy Attestation Until September 2026
Although Vietnam acceded to the Hague Apostille Convention in June 2025, the convention only enters into force on September 11, 2026. Until that date, all Vietnamese documents required for Indian compliance must undergo the traditional embassy attestation process through the MFA Vietnam and the Indian Embassy in Hanoi or the Indian Consulate in Ho Chi Minh City. This process typically takes 3-5 weeks and requires physical submission of documents. Vietnamese companies should plan authentication well in advance of Indian filing deadlines and consider maintaining a stock of pre-authenticated documents.
VAS to Ind AS Reconciliation
Vietnam uses Vietnamese Accounting Standards (VAS), which have significant differences from both IFRS and India's Ind AS. Vietnam has been gradually converging with IFRS but has not yet fully adopted IFRS-equivalent standards. Key differences include revenue recognition (VAS 14 vs Ind AS 115), lease accounting (VAS does not have an IFRS 16/Ind AS 116 equivalent), and financial instrument classification. Vietnamese parent companies must invest in detailed reconciliation mapping between the Indian subsidiary's Ind AS financials and VAS-based group accounts, which requires more effort than reconciliation from IFRS-aligned jurisdictions.
Currency Controls and Repatriation
Vietnam's State Bank of Vietnam (SBV) maintains foreign exchange controls that can affect the timing and mechanics of profit repatriation from India. While India's FEMA permits dividend repatriation after compliance with transfer pricing and withholding tax obligations, the Vietnamese parent's ability to receive and utilise these funds is governed by SBV regulations. Vietnamese companies should coordinate Indian dividend declarations with their Vietnamese banking advisors to ensure smooth cross-border fund flows.
Bilateral Investment Treaty Considerations
India and Vietnam have a bilateral investment treaty that provides investment protection. However, India terminated several of its bilateral investment treaties in 2017 and introduced a new model BIT. Vietnamese companies with Indian investments should verify the current status of bilateral investment protections and ensure their investment structure aligns with any available treaty protections. This is particularly relevant for Vietnamese companies in the energy and mining sectors.
GST on Imported Services
When the Vietnamese parent provides services to the Indian subsidiary (management services, technical support, IT services), the Indian subsidiary must pay GST under the reverse charge mechanism at 18% on the service value. This is a self-assessed obligation reflected in monthly GSTR-3B returns. Vietnamese companies providing regular shared services to Indian operations must factor this cost into their intercompany pricing models.
Why Choose BeaconFiling
BeaconFiling provides end-to-end compliance management for Vietnamese-owned Indian subsidiaries. We serve Vietnamese state-owned enterprises, private companies, and joint ventures with Indian operations across every compliance vertical — MCA filings, statutory audit coordination, income tax and transfer pricing, GST, and FEMA/RBI reporting. Our team understands the India-Vietnam corridor, including VAS-to-Ind AS reconciliation challenges, embassy attestation workflows, and the transition to apostille authentication from September 2026.
Schedule a free consultation to discuss your Indian subsidiary's compliance needs, or explore our annual compliance service for details.