Electronic invoices in corporate mergers play an important role in enterprises’ tax declaration and payment obligations. The article below sets out the legal regulations governing electronic invoices in corporate mergers and clarifies several related issues in order to help individuals and organizations protect their lawful rights and interests.

I. Overview of issues related to electronic invoices in corporate mergers

When implementing a corporate merger, issues relating to electronic invoices must be handled carefully to ensure legal compliance and the succession of tax rights and obligations. The receiving company is responsible for issuing invoices for new transactions, while previously issued invoices containing errors must be adjusted or replaced in accordance with legal regulations in order to avoid administrative fines for violations.

II. Understanding electronic invoices in corporate mergers

1. What are electronic invoices in corporate mergers and how do they differ from paper invoices?

Pursuant to Clause 1 Article 26 of the Law on Tax Administration 2025 (effective from July 1, 2026), an electronic invoice is defined as an invoice in the form of electronic data created by organizations, business households, or individual businesspersons selling goods or providing services to record information relating to the sale of goods or provision of services in accordance with tax laws and accounting laws.

Accordingly, an electronic invoice in a corporate merger is an electronic document recording information on the sale of goods or provision of services in accordance with accounting laws and tax laws, which is updated with new information after the merged company has completed the legal procedures for the merger.

The major differences between electronic invoices and paper invoices in the context of corporate mergers are as follows:

- Procedures for notification:

  • Electronic invoices: Enterprises implement procedures online through the electronic system of the tax authority, and information is updated promptly.
  • Paper invoices: Enterprises are required to submit written notifications to the tax authority, wait for confirmation, and implement manual procedures for cancellation or stamping to change the enterprise name.

- Continuity and succession:

  • Electronic invoices: Data relating to the merged company can be easily searched and reconciled through centralized storage systems.
  • Paper invoices: Enterprises must hand over the entire archive of paper invoices, which is cumbersome and prone to loss during relocation.

Correction of errors:

  • Electronic invoices: The receiving company may use its new digital signature to promptly issue adjustment or replacement invoices for previous invoices. Data is encrypted and stored on servers, minimizing risks of fire, damage, or loss during the merger handover process.
  • Paper invoices: Previous paper invoices must be retrieved, minutes of retrieval must be prepared, and new invoices must be issued, resulting in a more complicated process.

2. What mandatory information must electronic invoices in corporate mergers contain?

Pursuant to Article 10 of Decree No. 123/2020/ND-CP, as supplemented by Point đ, Clause 7, Article 1 of Decree No. 70/2025/ND-CP, electronic invoices in corporate mergers must contain the following mandatory information:

  • Invoice name, invoice symbol, and invoice form number symbol;
  • Invoice copy name;
  • Invoice number;
  • Name, address, and tax identification number of the seller (the receiving company);
  • Name, address, and tax identification number of the purchaser;
  • Name, unit of measurement, quantity, unit price of goods or services; amount before value-added tax (VAT); VAT rate; total VAT amount by each tax rate; total VAT amount; and total payment amount inclusive of VAT;
  • Signature of the seller and signature of the purchaser;
  • Invoice issuance date;
  • Time of digital signing on the electronic invoice;
  • Tax authority code for authenticated electronic invoices;
  • Fees, charges payable to the State budget, commercial discounts, promotions (if any), and other related contents (if any);
  • Name and tax identification number of the organization printing invoices in cases where invoices are ordered by tax authorities;
  • Language, numerals, and currency displayed on the invoice.

In principle, electronic invoices must contain the above information. However, in certain cases prescribed under Clause 14 Article 10 of Decree No. 123/2020/ND-CP, not all of the above contents are required.

3. Who within the enterprise has the authority to create and sign electronic invoices in corporate mergers?

- Pursuant to Point b, Clause 7, Article 10 of Decree No. 123/2020/ND-CP, as supplemented by Point đ, Clause 7, Article 1 of Decree No. 70/2025/ND-CP, with respect to electronic invoices:

  • Where the seller is an enterprise or organization, the digital signature on the invoice must be the digital signature of such enterprise or organization. Where the seller is an individual, the individual’s digital signature or that of an authorized representative may be used.
  • In cases where electronic invoices are not required to contain digital signatures of the seller and purchaser, the provisions of Clause 14 of this Article shall apply.

- Pursuant to Clause 1 Article 12 of the Law on Enterprise 2020 (amended in 2025), the legal representative of an enterprise is an individual representing the enterprise in exercising rights and performing obligations arising from the enterprise’s transactions, representing the enterprise as requester in civil matters, plaintiff, defendant, or person with related rights and obligations before arbitration tribunals or courts, and performing other rights and obligations as prescribed by law.

- Additionally, Clause 1 Article 138 of the Civil Code 2015 provides that individuals and legal entities may authorize other individuals or legal entities to establish and perform civil transactions.

Based on the above regulations, the legal representative or a duly authorized person of the receiving company (such as the chief accountant or assigned employee) has the authority to create and digitally sign electronic invoices. The invoice must ensure legality and accuracy of content, be signed using a valid digital signature, and be sent to the purchaser.

III. Legal regulations related to electronic invoices in corporate mergers

1. Which laws or legal instruments regulate the application of electronic invoices in corporate mergers?

The application of electronic invoices in corporate mergers is mainly governed by the following legal instruments:

  • The Law on Tax Administration 2025 (effective from July 1, 2026): It governs the application of electronic invoices and electronic documents.
  • Decree No. 123/2020/ND-CP: It provides detailed regulations on the management and use of electronic invoices. Specifically, Article 10 of Decree No. 123/2020/ND-CP, as supplemented by Point đ, Clause 7, Article 1 of Decree No. 70/2025/ND-CP, prescribes mandatory contents of electronic invoices.
  • Decree No. 70/2025/ND-CP: It amends and supplements several provisions of Decree No. 123/2020/ND-CP, providing more detailed regulations on electronic invoices and additional provisions relating to invoice contents.

2. During the merger process, how should enterprises implement notification procedures with tax authorities regarding electronic invoices in corporate mergers?

Pursuant to Clause 13, Article 1 of Decree No. 70/2025/ND-CP amending and supplementing Decree No. 123/2020/ND-CP, regulations are provided regarding replacement and adjustment of electronic invoices and documents.

Pursuant to Clauses 1 and 2, Article 201 of the Law on Enterprise 2020 (amended in 2025) regarding corporate mergers, after the receiving company completes enterprise registration, the merged company ceases to exist. The receiving company is entitled to all lawful rights and interests and assumes responsibility for all obligations, outstanding debts, labor contracts, and other property-related obligations of the merged company. The receiving company automatically succeeds to all lawful rights, obligations, and interests of the merged companies in accordance with the merger agreement.

According to the above provisions, where adjustment or replacement of invoices relating to contracts and other property obligations of the merged company arises, the receiving company shall conduct invoice adjustment or replacement procedures in accordance with Article 19 of Decree No. 123/2020/ND-CP (as amended and supplemented by Clause 13, Article 1 of Decree No. 70/2025/ND-CP) and based on actual economic transactions in order to issue adjustment or replacement invoices as prescribed.

In addition, under Clause 3, Article 20 of Circular No. 86/2024/TT-BTC, Point b. Clause 2, Article 17 of the Law on Tax Administration 2025 (effective from July 1, 2026), and the above-mentioned regulations, procedures for notification with tax authorities regarding electronic invoices in corporate mergers are implemented as follows:

  • For the merged company: The merged organization must fulfill all tax obligations and obligations relating to tax dossiers prior to the merger pursuant to Point b, Clause 2, Article 17 of the Law on Tax Administration 2025 (effective from July 1, 2026), including completing procedures for termination of validity of its tax identification number and cessation of invoice usage with the directly managing tax authority.
  • For the receiving organization: The enterprise inheriting the rights and obligations of the merged company must ensure that information stated on invoices is consistent with the new Enterprise Registration Certificate. If the merger results in changes to tax registration information, within 10 working days from the date of issuance of the Establishment and Operation License, the enterprise must implement procedures for amendment of tax registration information with the directly managing tax authority and update invoice usage information before issuing new invoices. The receiving company is also entitled to issue adjustment or replacement invoices for erroneous invoices previously issued by the merged company.

3. What acts are considered violations relating to electronic invoices in corporate mergers?

  • Use of invoices of the merged company: After the merger is completed, the merged company ceases to exist. Continuing to issue invoices using the old company name or tax identification number constitutes a serious violation relating to invoice usage.
  • Failure to update new address information: Following the merger, if the enterprise fails to update the new head office address on the electronic invoice software system, invoices issued with outdated information may be deemed by tax authorities as containing incorrect contents.
  • Failure to invalidate electronic invoices that are no longer effective: Enterprises failing to implement procedures for cessation of use and cancellation of invoices registered under the merged company after the merger.
  • Issuance of invoices with incorrect legal entity information: After the merger, the receiving company assumes responsibility for inheriting financial obligations. Issuing adjustment or replacement invoices for the merged company without complying with prescribed forms or incorrectly stating information of the receiving company constitutes a violation of invoice issuance regulations.

IV. Questions related to electronic invoices in corporate mergers

1. In what form are electronic invoices in corporate mergers stored and for how long?

Pursuant to Clause 2 Article 6 of Decree No. 123/2020/ND-CP, electronic invoices must be preserved and stored by electronic means. Agencies, organizations, and individuals are entitled to choose and apply methods of preservation and storage of electronic invoices and electronic documents that are suitable to their operational characteristics and technological capabilities. Electronic invoices must be capable of being printed or retrieved upon request.

Pursuant to Article 13 of Decree No. 174/2016/ND-CP, accounting documents directly used for accounting entries and preparation of financial statements include detailed schedules, summary schedules, detailed accounting books, general accounting books, monthly, quarterly, and annual financial statements of accounting units, finalization reports, accounting self-inspection reports, minutes on destruction of archived accounting documents, and other documents directly used for bookkeeping and preparation of financial statements.

Under Clause 3 Article 3 of the Law on Accounting 2015, accounting documents are papers and information carriers reflecting economic and financial transactions that have arisen and been completed, serving as the basis for accounting entries. Referring to Clauses 1 and 2 Article 3 of Decree No. 123/2020/ND-CP, electronic invoices may be understood as accounting documents directly used for accounting entries and preparation of financial statements. Accordingly, the retention period for electronic invoices is 10 years.

2. What legal consequences may arise if electronic invoice data in corporate mergers is not retained or is lost?

Failure to retain or loss of electronic invoice data in corporate mergers may result in administrative fines due to non-compliance with regulations on invoice and document management and storage. Pursuant to Clause 4, Article 26 of Decree No. 125/2020/ND-CP, as amended by Clause 4, Article 1 of Decree No. 102/2021/ND-CP, a fine ranging from 5,000,000 VND to 10,000,000 VND shall be imposed for acts causing loss, fire, or damage to invoices that have been issued and declared for tax purposes during use or storage, except for the cases prescribed under Clauses 1, 2, and 3 of this Article.

In addition, the receiving company is required to inherit all obligations of the merged company, including responsibilities relating to explanation and substantiation of previous invoices and documents. If no data is available for inspection and reconciliation purposes, the enterprise may be required to implement complicated adjustment or replacement invoice procedures, thereby adversely affecting its reputation and business operations.

3. During the merger process, if the merged company fails to fully transfer electronic invoice data, who takes legal responsibility?

Pursuant to Point c, Clause 2, Article 201 of the Law on Enterprise 2020, as guided by Article 67 of Decree No. 168/2025/ND-CP, after the receiving company completes enterprise registration, the merged company ceases to exist. The receiving company is entitled to all lawful rights and interests and assumes responsibility for all obligations, outstanding debts, labor contracts, and other property-related obligations of the merged company. The receiving company automatically succeeds to all lawful rights, obligations, and interests of the merged companies in accordance with the merger agreement.

Under the principle of succession in corporate mergers, the receiving company (being the new company or the surviving company after the merger) takes full legal responsibility for all obligations, including the management, use, and transfer of electronic invoices.

4. Who takes responsibility for management, storage, and confidentiality of data relating to electronic invoices after the merger?

Pursuant to Clause 1 Article 6 of Decree No. 123/2020/ND-CP, regulations on preservation and storage of invoices and documents are as follows:

- Invoices and documents must be preserved and stored in a manner ensuring:

  • Safety, confidentiality, integrity, completeness, and prevention of alteration or distortion throughout the storage period;
  • Proper retention for the full duration prescribed by accounting laws.

Pursuant to Point c, Clause 2, Article 201 of the Law on Enterprise 2020, as guided by Article 67 of Decree No. 168/2025/ND-CP, the receiving company automatically succeeds to all lawful rights, obligations, and interests of the merged companies in accordance with the merger agreement.

In conclusion, responsibility for management, storage, and confidentiality of data relating to electronic invoices after the merger belongs to the receiving company.

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