After A Business Merger: Who Is Responsible For Adjusting Or Replacing Invoices?

In practice, business mergers are becoming increasingly common. However, after a merger is completed, many enterprises remain uncertain about who is responsible for handling invoices issued before the merger, especially in cases where electronic invoices need to be adjusted or replaced.

To clarify this issue and ensure consistent implementation nationwide, on 15 October 2025, the Tax Department issued Official Dispatch No. 4448/CT-CS.

1. Legal basis clarifying post-merger responsibilities

Pursuant to Clauses 1 and 2, Article 201 of the Law on Enterprises No. 59/2020/QH14, from the time the acquiring company is granted a Business Registration Certificate, the merged company ceases to exist.
Accordingly, all lawful rights and interests, as well as financial obligations, outstanding debts, labor contracts, and other property-related obligations of the merged company are transferred to the acquiring company.

In addition, the adjustment or replacement of electronic invoices is governed by Article 19 of Decree No. 123/2020/NĐ-CP, as amended and supplemented by Clause 13, Article 1 of Decree No. 70/2025/NĐ-CP.

2. Guidance from the Tax Department

Based on the above legal provisions, the Tax Department confirms that:
Where invoice adjustments or replacements arise in relation to contracts or property-related obligations of the merged company, the acquiring company is responsible for adjusting or replacing such invoices in accordance with the law.

The issuance of adjusted or replacement invoices must be based on the actual economic transactions and must fully comply with current regulations on invoices and supporting documents.

3. Key notes for enterprises to minimize tax risks

To ensure compliance and reduce potential risks during tax inspections, acquiring enterprises should:

• Review all invoices issued prior to the merger;
• Identify invoices requiring adjustment or replacement;
• Prepare complete supporting documents, contracts, and records for tax authorities;
• Properly carry out invoice adjustments or replacements in accordance with regulations.

✅ Conclusion

Official Dispatch No. 4448/CT-CS has clearly defined the responsibility of the acquiring company in handling invoices arising before a merger. Understanding and correctly applying these regulations not only ensures legal compliance but also helps enterprises minimize tax risks during operation.

Ngan Ho

References:

• Official Dispatch No. 4448/CT-CS dated 15 October 2025
• Decree No. 123/2020/NĐ-CP
• Decree No. 70/2025/NĐ-CP
• Law on Enterprises No. 59/2020/QH14