On September 17, 2025, Sub-Department of Customs, Region XVIII, issued Official Letter No. 1391/HQKV18-NV providing guidance on customs procedures related to the process of company separation.
The detailed content of the instructions is as follows:
1. Procedure for submitting the settlement report
Responsible entity: The separated company
Time of implementation: Prior to carrying out the company separation procedures
The separated company must contact the Customs office (managing authority) to submit a settlement report on the import–export–inventory status of raw materials and supplies imported for the production of export goods.
(According to Article 60 of Circular No. 38/2015/TT-BTC amended by Circular 39/2018/TT-BTC)
2. Time to finalize settlement report data
While awaiting the issuance of the Enterprise Registration Certificate for the newly separated company, the original (separated) company is still permitted to carry out import and export activities under its existing license and continue to enjoy tax incentives and customs procedure privileges.
(According to Article 199.1, Article 199.1 of the Law on Enterprises 2020 and Article 2.2 of Circular No. 38/2015/TT-BTC amended in Article 1.1 of Circular No. 39/2018/TT-BTC)
3. Import and Export Activities During the Transitional Period
Trong thời gian chờ Công ty được tách được cấp Giấy chứng nhận đăng ký doanh nghiệp thì Công ty bị tách vẫn được phép thực hiện hoạt động xuất nhập khẩu hàng hóa theo giấy phép và hưởng lợi về thuế, các ưu đãi về thủ tục hải quan.
(Theo Điều 199.1, Điều 199.1 Luật Doanh nghiệp 2020 và Điều 2.2 Thông tư số 38/2015/TT-BTC sửa đổi tại Điều 1.1 Thông tư số 39/2018/TT-BTC)
4. Procedures for Transferring Raw Materials, Machinery, and Equipment from the Separated Company to the Newly Established Company
a. Transfer of remaining imported raw materials in stock (for the production of export goods) from the separated company to the newly established company
After completing the settlement report with Customs, the separated company must notify the managing Customs office of the actual quantity of raw materials and supplies in stock that will be transferred to the newly established company, and then proceed with the handover.
Once the company separation procedure is completed, the newly established company must submit a written notice to the managing Customs office confirming receipt of the transferred raw materials and supplies, specifying the quantity and intended use. At the same time, the company must monitor and record these raw materials accurately in its accounting system in line with their intended use.
b. Transfer of machinery and equipment imported for fixed assets under the duty-free list
For the newly established company:
- It must register the duty-free imported goods list with the Customs authority.
- It must open a new customs declaration (declaration code A42) to receive the transferred machinery and be eligible for duty exemption in accordance with regulations.
In cases where the separated company transfers machinery and equipment to the newly established company (which is entitled to import duty exemption), the transferring company is not required to pay import duty, provided that the transfer price does not include import duty.
(According to Article 103.22.a, c of Circular No. 38/2015/TT-BTC)
5. Procedures for inheritance of dossiers for registration of export production types
Because the information about the production facility (CSSX) of the separated company will be different from the information about the separated company, the separated company needs to carry out the procedures for notifying the production facility as prescribed.
(According to Circular No. 39/2018/TT-BTC)
(According to Official Letter No. 1391/HQKV18-NV dated September 17, 2025)
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