Unlocking Related Party Transactions (RPT): A Strategic Opportunity for Corporate Governance in 2026

Related Party Transactions (RPTs) have long been perceived as a complex compliance burden. However, with Decree No. 255/2026/ND-CP, which officially took effect in early July 2026, the regulatory framework for RPTs has become significantly more transparent and business-friendly. Companies can now not only comply more efficiently but also leverage the new rules to optimize cash flow and manage costs in a legitimate and tax-efficient manner.

Below is a practical guide to the three key strategic highlights of the new regulation and how your business can apply them.

1. Relaxed Interest Expense Limitation (EBITDA) – Greater Support for Capital-Intensive Businesses

Previously, companies engaged in RPTs were subject to a cap on deductible interest expenses based on a prescribed percentage of EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization). As a result, even legitimate bank loan interest could be partially disallowed for corporate income tax purposes.

What’s New

The new regulation clearly distinguishes commercial loans from independent financial institutions. Interest expenses arising from arm’s-length borrowings with independent commercial banks are no longer grouped together under the interest limitation applicable to related-party financing.

Practical Application

• Review your debt structure: Finance and accounting teams should clearly separate loans obtained from related parties (parent companies, subsidiaries, affiliated entities, or related individuals) from loans provided by independent commercial banks.
• Restructure funding sources: Businesses can confidently secure financing from commercial banks for production and business expansion projects without worrying that legitimate interest expenses will be disallowed during tax audits.

2. Greater Transparency in Organizational Structure – Correctly Identifying Related Parties

Accurately identifying related parties is the first and most critical step in determining whether your company falls within the RPT reporting requirements.

What’s New

The new regulation provides clearer and more standardized criteria for identifying related-party relationships, particularly regarding:

• Shareholding thresholds, including shareholders holding 10% or more of equity as the largest shareholder.
• A more comprehensive definition of family relationships that may influence the management or control of enterprises.

Practical Application

• Map your ownership and relationship structure: CFOs and Chief Accountants should prepare a detailed organizational chart identifying shareholders owning more than 10% of equity, as well as directors, board members, and executives who have family relationships (spouse, parents, siblings, children, etc.) with individuals managing other businesses.
• Screen your business partners: Compare this organizational map with your list of customers, suppliers, and lenders. Transactions conducted with companies connected through these ownership or family relationships should be treated as Related Party Transactions (RPTs).

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3. Transform Transfer Pricing Documentation into a Strategic Governance Shield

Many businesses view Transfer Pricing Documentation (Local File and Master File) merely as compliance paperwork submitted to tax authorities. It is time to adopt a different perspective.

A New Mindset

Transfer Pricing Documentation is a powerful corporate governance tool. Independent benchmarking data serves as compelling evidence that transactions conducted within a corporate group or family-owned business are priced fairly and consistently with market conditions, demonstrating compliance with the arm’s-length principle rather than tax avoidance.

Practical Application

• Prepare documentation proactively: Do not wait until year-end. Whenever establishing transfer prices for sales to subsidiaries or providing intra-group loans, immediately collect comparable quotations or market interest rates from independent third parties (such as commercial banks or external suppliers) and retain them as supporting evidence.
• Apply the arm’s-length principle: Price transactions with related parties as though you were dealing with completely independent customers or suppliers.

What Should Businesses Do Next?

• Standardize compliance with the new reporting forms: Properly classify financial data, separate relevant information, and accurately complete the updated RPT disclosure schedules applicable to the 2026 tax year.
• Develop robust Transfer Pricing Documentation: Adopt sound methodologies for collecting comparable market data, conducting benchmarking analyses, and preparing well-structured documentation capable of withstanding tax inspections and audits.
• Design an effective intra-group funding strategy: Establish transfer prices for internal sales, intercompany financing, and management support services that both optimize overall financial performance and comply fully with the new arm’s-length requirements.

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In today’s financial landscape, the greatest risk is not regulatory change itself—it is failing to recognize the opportunities that change creates.

The new regulatory framework has effectively removed unnecessary constraints on corporate financing. Outstanding business leaders will seize this opportunity to transform regulatory compliance from a burden into a strategic shield that protects legitimate profits.

Tax compliance is mandatory. However, redesigning your capital structure to optimize financing costs is a strategic advantage reserved for forward-thinking organizations.

Do not allow outdated knowledge to turn significant tax-saving opportunities into costly tax reassessments. And do not surrender your competitive advantage simply because your competitors adapt faster.

The rules have changed. Now is the time to master them.