Employee stock options in Vietnam

Can Vietnamese employees receive foreign company stock options?

Yes — with conditions. A Vietnamese employee can hold options, restricted stock units (RSUs) or bonus shares in a foreign parent or group company, and Vietnam has an explicit framework for running such a plan locally. What it does not allow is any arrangement that requires the employee to send money out of the country to buy or exercise the shares. Direct share awards and other forms that create no outbound cash flow are permitted; the old category that let employees "buy shares on preferential terms" was removed when the rules were rewritten in 2024.1

That one principle shapes most equity design for Vietnam-based staff. An RSU or a direct share bonus, where shares simply land in the employee's brokerage account on vesting, fits cleanly. A classic stock option that the employee must pay cash to exercise — especially in foreign currency to an overseas broker — does not, unless it is restructured so no money leaves Vietnam (for example, a cashless or net-settled exercise). Equity is most common in the roles that global companies hire here, from engineering teams to regional leadership; for the hiring side of that, see how to hire developers in Vietnam and the China+1 pre-entity playbook.

What did SBV Circular 23/2024 change?

Until 2024, a Vietnamese company that wanted to run a foreign parent's employee share plan had to register it with — and get prior approval from — the State Bank of Vietnam (SBV). Circular 23/2024/TT-NHNN, issued on 28 June 2024 and in force from 12 August 2024, amended the earlier Circular 10/2016/TT-NHNN and removed that pre-approval step. The plan is now adopted and then reported: the implementing company opens the required transaction account at a licensed commercial bank and files periodic reports, rather than waiting for an approval.1

Three other changes came with it. The permitted forms were narrowed to a direct share bonus and other no-cash-outflow arrangements, with the preferential-purchase form dropped.1 Reporting to the State Bank moved from quarterly to monthly — filed by the 12th of the following month, both electronically and as a signed hard copy.2 And the range of entities that can run a plan was widened. Pre-existing schemes set up under Circular 10 were given a one-year transition, to about 12 August 2025, to meet the no-cash principle.2

Through which entity must the plan be registered?

An offshore share plan is run through an organisation in Vietnam that has an ownership or capital relationship with the foreign issuer — typically its local subsidiary or affiliate. That entity opens the transaction account, files the monthly reports, and its own employees are the participants. Circular 23 widened the test: eligible implementing organisations now include any economic organisation in Vietnam linked to the foreign issuer through share ownership, capital contribution or other recognised forms, which is broader than the old "direct commercial presence" requirement.2

How is equity compensation taxed in Vietnam?

Vietnam rewrote the timing of equity tax from 1 July 2026. Under the rules in force from that date (Decree 253/2026/ND-CP, detailing the Personal Income Tax Law 109/2025/QH15, with Circular 87/2026/TT-BTC), an employee pays no personal income tax (PIT) when shares are granted, vest or are exercised. The tax event is deferred to the moment the shares are sold.34 This replaces the historic practice, under which the spread — the value at exercise or vesting less what the employee paid — was taxed as employment income at that earlier point.

At sale, two taxes apply at once. First, the salary-type portion is taxed as employment income: for ESOP shares the taxable amount is the number of shares times (par value less the price the employee actually paid), with no PIT if that figure is negative. The securities company or custodian bank withholds 10% of this employment-income component at transfer, and the individual includes it in the annual PIT finalisation at progressive rates.4 Second, a flat securities-transfer tax of 0.1% of the gross sale price applies on each transaction — whether or not there is a profit, and whether the seller is a Vietnamese tax resident or not.4

Residency then sets the rate on the employment-income portion: residents are taxed on a five-band progressive scale of 5%–35%, non-residents at a flat 20% on Vietnam-source income. See Vietnam personal income tax for 2026 for the bands and deductions, and tax residency and the 183-day rule for which applies. Confirm the current thresholds before relying on a specific figure.3

Can an EOR employee participate in the parent company's stock plan?

This is the question most global-hiring teams reach. Vietnam's framework runs an offshore share plan through the local entity tied to the issuing company, with that entity's own staff as the participants. Whether someone employed through an EOR — rather than by the issuer's own Vietnamese company — can join such a plan is not squarely addressed by the rules, and depends on how the plan is structured and on tax and foreign-exchange compliance. A worker whose legal employer is an unrelated EOR sits outside the shareholding or employment chain the Circular 23 channel is built around, so the standard route does not obviously fit.1

As of October 2026, treat this as an open question for counsel: do not assume an EOR-employed worker can simply be enrolled in a group plan. In practice, companies handle equity for EOR-employed staff in a few ways — granting the award directly from the parent as a contractual promise settled abroad to the individual (which still has to respect the no-outbound-cash and tax rules), deferring equity until the client sets up its own Vietnamese entity, or using a cash-based long-term incentive in place of actual shares. Each has different tax and remittance consequences, so confirm the specific arrangement with Vietnamese counsel before relying on it. For why an EOR arrangement itself is lawful, see whether an EOR is legal in Vietnam; for the wider case, see the benefits of an EOR in Vietnam.

Foreign-exchange and remittance considerations

The foreign-exchange rule is the one that trips up plans designed elsewhere. Vietnamese participants may not use or buy foreign currency to pay for bonus shares, and no funds may be remitted abroad to acquire or exercise them; a cash-out-to-exercise scheme would be treated as unauthorised offshore indirect investment. The plan must be built so that value flows in to the employee (shares or sale proceeds) rather than money flowing out to buy them.1 Sale proceeds and any dividends are handled through the transaction account the implementing entity opens, within the monthly reporting the State Bank requires.2

Running a plan also moves participant data — names, grant sizes, tax identifiers — to an overseas parent or broker, which engages Vietnam's data-protection law. Sending that personal data abroad generally needs a cross-border-transfer impact assessment, though Decree 356/2025/ND-CP provides an exemption for transfers made to manage employees across a group in line with labour rules and agreements. The exact conditions should be confirmed for each case; see the PDPL and HR data in Vietnam.5

How EOR Vietnam supports equity-linked hires

EOR Vietnam is the legal employer for your Vietnam-based staff: we run the labour contract, payroll, statutory contributions and filings as the employer of record. Equity in a parent-company plan sits on top of that employment relationship and is a separate arrangement between the employee and the issuing company — so it does not change the EOR fee, which is a flat US$149 per employee per month for a Vietnamese national, whatever the salary, with no setup, onboarding, offboarding, contract or payslip fees and no hidden fees (as of October 2026). Foreign nationals who need a Vietnamese work permit are quoted separately on request. A refundable security deposit equal to two months of the employee's employment cost — gross salary plus statutory employer contributions — is held for the engagement and returned at the end, less any unpaid amounts.

What we do on the equity side is coordinate, not administer the share plan: we run compliant employment and payroll alongside it, reflect any cash-settled amounts through payroll where the law requires, and flag the Circular 23, PIT-at-sale and foreign-exchange points so your plan administrator and counsel can structure the award. Where participation in a parent plan is not clear-cut for an EOR-employed worker — the open question above — we say so plainly and point you to Vietnamese counsel rather than promising a route the law does not clearly provide. Equity is one strand of a package; for the statutory side an employee also receives, see employee benefits and leave in Vietnam or the full set of Vietnam employer guides. You can also request a costed quote.