New Regulations on Electronic Invoices and Electronic Records under Decree No. 254/2026/ND-CP and Circular No. 91/2026/TT-BTC

On 30 June 2026, the Government issued Decree No. 254/2026/ND-CP (Decree 254), which provides detailed regulations on electronic invoices (e-Invoice) and electronic records under the Law on Tax Administration and replaces Decree No. 123/2020/ND-CP, as amended (Decree 123). On the same date, the Ministry of Finance issued Circular No. 91/2026/TT-BTC (Circular 91), replacing Circular No. 32/2025/TT-BTC. Both instruments took effect on 1 July 2026 and introduce notable amendments to the administration of electronic invoices and electronic records in Vietnam.

This Legal Update highlights the key changes introduced under Decree 254 and Circular 91. 

1.  Amendment in definition of illegal use of invoices and records

Decree 254 narrows the definition of “illegal use of invoices and records” by removing the former general reference to invoices or records that do not contain all mandatory contents. However, this does not mean that an invoice lacking mandatory contents is valid or compliant. Such invoice remains subject to the applicable content and administrative penalty regulations.

2. Clarification of eligible users of e-invoice

Decree 254 clarifies the following rules concerning the use of e-Invoices:

1. enterprises operating in the fields of banking, securities, crypto assets and trading support services on carbon exchanges are added to the category of businesses eligible to use e-Invoices without tax authority codes, provided that they satisfy the prescribed conditions relating to their information technology infrastructure, accounting and invoicing software and ability to transmit invoice data electronically to the tax authority and are not classified as posing a high tax risk.
2. economic organisations, household businesses and individual businesses selling goods or providing services directly to consumers that have already registered to use coded or uncoded e-Invoices under the general e-Invoice regime are not required to make separate registration to use cash-register e-Invoices;
3. household businesses and individual businesses whose annual revenue exceeds VND1 billion, or which sell assets for which ownership or use rights must be registered are required to use coded e-Invoices or cash-register e-Invoices

3. Supplementing cases where e-Invoices are not required

Decree 254 specifies a number of cases where e-Invoices are not required, including:

1. household businesses or individual businesses selling goods or services in cases where a purchase list may be prepared under the corporate income tax regulations, unless the seller has registered to use e-Invoices;
2. household businesses or individual businesses deriving income from real estate leasing or from supplying specified digital content products and services to overseas organisations or individuals;
3. household businesses or individual businesses acting as lottery, insurance or multi-level marketing agents where tax has been withheld by the relevant enterprise;
4. fees and other receipts arising from reinsurance, deposit-taking, specified financial activities, debt sales, foreign-currency transactions and derivatives;
5. contributions of assets by business organisations or business individuals as capital to economic organisations;
6. asset transfers between a parent company and its dependent-accounting units, between dependent-accounting units within the same business establishment, or in connection with a division, separation, consolidation, merger or conversion of enterprise type;
7. fixed assets, tools or equipment lent without charge and without transfer of ownership for the purpose of processing the lender’s goods; and
8. specified internal use of goods and services for the continuation of production or business activities, and receipts unrelated to the sale of goods or provision of services.

4. New regulations on the time of issuing invoices

Decree 254 supplements a number of regulations on the time of issuing invoices. Notably:

1. as a general rule, an invoice must be issued when the title to or the right to use goods (with respect to sale and purchase of goods) is transferred, and the services are completed (with respect to services provision);
2. where payment is received before or during the provision of services, an invoice must be issued when the payment is received. This rule does not apply to an amount received as a deposit under the Civil Code to secure the performance of a service contract. Unlike Decree 123, such exception is no longer limited to deposits received in connection with certain specified services; and
3. where a seller does not use automated invoicing software and sells goods or provides services during night-time working hours under the Labour Code, which is from 22:00 to 06:00 on the following day, the invoice may be issued no later than the next working day.

5. Clarification on the content of invoices

Decree 254 introduces and clarifies several invoice-content requirements, including:

1. requiring household businesses and individual businesses operating multiple stores under the same tax identification number to state the prescribed name, code and address of the relevant business location, and petroleum trading enterprises to state the prescribed code and address of each relevant business location;
2. requiring the wording “Sold to consumers” where an individual consumer does not provide their name, address or personal identification number;
3. specifying additional invoice contents for automobile and motorcycle sales and clarifying the invoice information applicable to domestic road-transport services; and
4. clarifying that the e-signature of a foreign supplier is subject to the law on electronic transactions.

Click here to download: New Regulations on Electronic Invoices and Electronic Records under Decree No. 254/2026/ND-CP and Circular No. 91/2026/TT-BTC

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The summary is not intended to be nor should it be relied on as a substitute for legal or other professional advice.

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