EPE rooftop solar lease and buyout: Vietnam tax and customs

Quick answer: A Vietnamese export-processing enterprise (EPE) may lease its factory roof to a domestic investor for a rooftop solar system, but the parties must separate three legal relationships: the roof lease, metered electricity sales and the later transfer of the system to the EPE. Each requires its own contract, invoice, customs evidence and electricity-law analysis.

If electricity is sold as a fully taxed domestic transaction, the seller issues an 8% VAT invoice while the temporary VAT reduction remains available and neither party claims EPE treatment for that electricity. Article 74.4 of Circular 38/2015/TT-BTC may then support no customs declaration. If the parties apply 0% VAT or treat the supply as an export into a non-tariff zone, the tax file must be accompanied by the corresponding export-import declarations. A later purchase of the solar assets is a separate transfer of panels, inverters, switchgear, structures and ancillary equipment.

This article concerns transactions in Vietnam and reflects Vietnamese law checked through 1 October 2026. The English text is a translation of Vietnamese-law advice, not advice under another jurisdiction. A project-specific conclusion depends on the EPE's investment registration, system location and capacity, grid connection, electricity seller, equipment origin, invoices and accounting treatment.

1. Transactions within a lease-operate-transfer model

1. The EPE leases a defined roof area to a domestic enterprise.
2. The domestic enterprise installs and retains ownership of panels, inverters, switchgear, cables, supports and metering equipment.
3. The domestic enterprise sells electricity to the EPE by actual kWh.
4. At the agreed date, the EPE purchases all or part of the system.

Roof rent is income of the EPE, electricity consideration is the price of electricity, and the buyout price is consideration for an asset transfer. Combining them in a generic “solar agreement” obscures the tax point, ownership, maintenance responsibility and customs treatment.

2. May an EPE lease its factory roof?

Official Letter 5519/TCHQ-GSQL of 24 November 2021 addresses an EPE leasing its roof to a domestic enterprise for solar investment. Before installation, the EPE should notify its supervising customs office and attach the roof lease. The notice should identify the tenant, term, location and area; staging area; equipment names, quantities, models and serial numbers; routes for movement; and the controls for installation, repair and maintenance.

The equipment must be managed separately from the EPE's production and storage areas. The older letter cited Decree 82/2018/ND-CP; a current file must also apply Article 26.4(b) of Decree 35/2022/ND-CP and Article 28a of Decree 134/2016/ND-CP as added by Decree 18/2021/ND-CP, including later amendments. The lease must not impair the conditions for customs supervision of the non-tariff zone.

3. Equipment remains the investor's property during the lease

Until the buyout, the EPE should not record the investor's panels and equipment as its duty-free machinery or fixed assets. The parties should maintain a distinct asset register, serial list, handover record, location plan, maintenance history and in/out movement evidence.

Official Letter 5519 expects the EPE to notify customs before the lease ends and state that the tenant's goods have been removed. If the EPE instead purchases the system, the parties must complete the ownership-transfer and tax/customs file before closing the tenant-equipment register; they cannot simply state that all goods were removed.

4. Must monthly electricity purchases be declared to customs?

Two approaches are possible, but they must not be mixed.

Domestic VAT approach without customs declarations

Article 74.4 of Circular 38/2015/TT-BTC, as amended by Article 1.45 of Circular 121/2025/TT-BTC, states that goods purchased domestically by an EPE, with all taxes paid as if no EPE regime applied, do not require customs procedures. Regional Customs Branch XVIII has publicly explained that an 8% or 10% VAT invoice paid by the EPE may fall within this rule.

• The seller invoices actual metered kWh, declares output VAT and pays domestic tax.
• The EPE pays the VAT-inclusive price and retains the contract, meter records, invoice and payment evidence.
• Neither party files matching electricity export/import declarations.
• The same electricity cannot also receive 0% VAT or export treatment.

Electricity is ordinarily subject to 10% VAT under Article 9.3 of Law 48/2024/QH15. From 1 July 2025 through 31 December 2026, qualifying 10% supplies not excluded by Resolution 204/2025/QH15 and Decree 174/2025/ND-CP are reduced to 8%. Paying VAT does not automatically entitle the EPE to an input credit; the EPE's tax method and activities govern the accounting treatment.

Export-import declaration approach

If electricity is treated as a supply into a non-tariff zone with 0% VAT, the parties must satisfy Article 9 of the VAT Law, Decree 181/2025/ND-CP as amended and the applicable customs record requirements. Under Article 75.3 of Circular 38/2015/TT-BTC as amended in 2025, the domestic seller files the export declaration and the EPE files the corresponding import declaration.

Because electricity is supplied continuously, the agreement and customs confirmation should define meter cut-off, billing period, declaration time and supporting readings. Official Letter 7993/HQKV3-NVHQ dated 12 August 2026 is a case-specific reference for declared electricity sales to an EPE; the supervising customs office should confirm how it applies to the project.

5. 0% or 8% VAT must follow the actual transaction

The EPE should submit the same factual description to its customs and tax authorities: system owner, delivery point, meter, connection, invoice issuer, proposed VAT rate and declaration method.

6. Customs and tax treatment when the EPE buys the system

Before transfer, the parties should list panels, inverters, transformers, switchgear, meters, supports, cables, monitoring equipment, storage units and embedded installation works separately.

1. Fully taxed domestic purchase: where the seller invoices 8%/10% VAT, pays all domestic taxes and the EPE does not claim EPE treatment, Article 74.4 may support no customs declaration. The EPE retains the asset register, invoice, contract, payment and origin file.
2. Export-import purchase: where 0% VAT and non-tariff-zone treatment are claimed, the domestic seller files an export declaration and the EPE files a matching import declaration under Article 75. Ownership should transfer only under the agreed compliant sequence.

Duty and VAT cannot be determined from the phrase “solar system buyout”. Each item's origin, used condition, HS classification, value, special controls and the domestic investor's original acquisition/import file must be checked. For panels imported separately, see the technical guide to Vietnam HS code 85414300 for photovoltaic modules. Inverters, batteries, switchgear and a complete functional system require separate classification analysis.

7. Is this self-produced, self-consumed rooftop solar?

Article 4.15 of Electricity Law 61/2024/QH15 defines self-produced, self-consumed electricity as electricity produced and consumed at the place of use by an organisation or person mainly for that same organisation's or person's needs. Where enterprise A owns the plant and sells power to EPE B, producer and consumer are different; the arrangement should not automatically be labelled self-produced and self-consumed.

The parties must identify the correct route under the Electricity Law, Decree 57/2025/ND-CP on direct power purchase, Decree 58/2025/ND-CP on renewable energy and amending Decree 243/2026/ND-CP. They should verify generator/seller status, large-customer status, private or national-grid connection, licence or exemption, notification/registration, metering, electrical safety, fire safety and construction requirements. Customs and VAT compliance does not cure an unlawful electricity-sales model.

8. Project file checklist

1. Investment registration, EPE objectives and rights over the roof.
2. Roof lease covering area, access, structural safety, fire safety, insurance and reinstatement.
3. Equipment register with names, models, serials, origin, ownership and location.
4. Power-purchase agreement covering meter, price before VAT, tax, losses and curtailment.
5. Customs notice, customs opinion, declarations if selected and equipment movement ledger.
6. Buyout formula, transfer date, valuation, condition, warranty, invoice, declaration and acceptance.
7. Grid connection, notification/registration, licence or exemption, metering, safety and fire records.

9. Accounting, customs finalisation and post-clearance audit

Before the buyout, the EPE must not misrecord the investor's equipment as its exempt assets. After purchase, the asset recognition date, value, non-creditable VAT if any, invoice, acceptance and customs record must align.

For an export-manufacturing EPE, electricity is a production cost but not automatically material incorporated into exported goods. A reasonable allocation should distinguish export production, other activities, offices and losses. A post-clearance audit may compare roof equipment with the notified list; ownership and ledgers; meter readings, invoices, payments and declarations; buyout and asset-recognition dates; and electricity allocation in customs finalisation records. See Dương Minh's guides to customs finalisation for export production and processing and post-clearance audit preparation.

10. Recommended implementation sequence

1. Separate the roof lease, electricity purchase and asset buyout contracts.
2. Review investment registration, roof rights and non-tariff-zone conditions.
3. Confirm the electricity-law model, capacity, connection and licensing.
4. Notify customs of equipment and supervision before installation.
5. Obtain written tax/customs confirmation for either the domestic-VAT or 0%-with-declarations route.
6. Operate the equipment register and metering/invoice file.
7. Before buyout, inventory, value and classify every component and confirm VAT/customs treatment.
8. After handover, update fixed assets, customs records, finalisation data and tenant-equipment closure.

11. Dương Minh Logistics support

Dương Minh Logistics can review the transaction structure; draft customs/tax submissions; standardise equipment and serial records; file domestic-EPE declarations when selected; reconcile the buyout and fixed-asset file; and prepare customs finalisation and post-clearance audit evidence.

The customs service does not replace electrical engineering, construction, fire-safety advice or government licensing. A final view requires the contracts, investment file, equipment list, system capacity, connection diagram and actual tax documents.

12. Frequently asked questions

Must an EPE declare electricity every month?

Not in every case. Fully taxed 8%/10% domestic purchases may qualify for no declarations under Article 74.4. A 0% export approach requires corresponding export-import evidence.

Can the EPE credit the 8% VAT?

Not automatically. The answer depends on its VAT method and taxable activities; non-creditable VAT may form part of cost or asset value.

Does a free transfer at lease end need a file?

Yes. A zero-price transfer still changes ownership and may trigger invoice, tax, customs and accounting consequences.

Can the entire system use one HS code?

Not automatically. A functional-unit or composite-machine analysis is required; otherwise panels, inverters, transformers, switchgear and batteries may need separate classifications.

Principal official sources

• Circular 121/2025/TT-BTC.
• Decree 35/2022/ND-CP and Decree 18/2021/ND-CP.
• VAT Law 48/2024/QH15, Decree 181/2025/ND-CP and Decree 174/2025/ND-CP.
• Electricity Law 61/2024/QH15, Decree 57/2025/ND-CP, Decree 58/2025/ND-CP and Decree 243/2026/ND-CP.
• Vietnam Customs answer on domestic-enterprise/EPE leased goods.

This material provides general legal information. A project-specific position must be based on the actual investment file, contracts, seller, capacity, connection, equipment, invoices and law effective on the transaction date.

Lawyer Dương Minh Hòa