Distinguishing, scope of application, and handling principles according to Decree 70/2025/ND-CP

Handling erroneous electronic invoices is a common issue in accounting and tax practice. Depending on the nature of the error and the nature of the transaction, the seller can choose to issue a replacement invoice or an adjustment invoice in accordance with the law.

Decree No. 70/2025/ND-CP (amending and supplementing Decree No. 123/2020/ND-CP) has further clarified the scope and application of these two forms. The article below presents the correct legal nature, helping to distinguish them clearly for accurate application.

Replacement invoice

Concept

A replacement invoice is an electronic invoice created to replace the entire content of a previously issued electronic invoice that contains serious errors, rendering the original invoice ineligible for continued use in tax declaration and accounting purposes.

Replacement invoices have independent legal validity and can be used in place of the original invoice throughout the entire tax declaration, accounting, and archiving process.

The replacement invoice must clearly state the following:

"Replacing invoice Form No. ..., symbol ..., number ..., date ... month ... year ...."

When is a replacement invoice required?

A replacement invoice is issued when an issued invoice contains material errors that cannot be corrected or are unsuitable for adjustment. Typical cases include:

• Incorrect tax identification numbers for either the seller or the buyer can affect the validity of the invoice.
• Incorrect payment values, including amount, tax rate, and tax amount, lead to discrepancies in tax obligations.
• Incorrect information about goods and services, such as type, specifications, quality, or descriptions that do not reflect the actual transaction.
• The invoice is damaged, torn, altered, has missing information, and its data integrity is not guaranteed.
• If an invoice is lost or unusable, a legally valid replacement document is required for tax declaration purposes.

In the above cases, continuing to use the original invoice may pose legal risks and misrepresent tax obligations; therefore, issuing a replacement invoice is necessary.

Legal principles for issuing replacement invoices.

• Replacements must be agreed upon or properly notified to the buyer, depending on the type of purchase.
• A replacement invoice completely replaces the original invoice; they do not exist simultaneously in terms of declared value.
• Replacement invoice data must be clearly linked to the invoice being replaced in the accounting and invoice management system.
• Tax declarations are based on replacement invoices, not on the original invoices that contained the errors.

Adjustment invoice

Concept

An adjustment invoice is an electronic invoice created to correct a portion of the content of a previously issued electronic invoice, in cases where the original invoice is still legally valid, but discrepancies or changes have arisen that require adjustment.

An adjustment invoice does not replace the entire original invoice, but only reflects the increase or decrease compared to the previously recorded amount.

The adjusted invoice must clearly state the following:

"Adjustments to invoice Form No. ..., symbol ..., number ..., date ... month ... year ...", except for certain specific cases as prescribed."

When should an adjustment invoice be issued?

According to the regulations amended and supplemented in Decree 70/2025/ND-CP, adjusted invoices are applicable in the following cases:

Firstly, the issued invoice contains errors regarding:

• Tax identification number
• Amount
• Tax rate, tax amount
• Information on goods and services

and the parties chose adjustment instead of replacement.

Secondly, the invoice was correctly prepared at the time of issuance, but subsequent issues arose:

• Adjust the payment value during settlement.
• Adjust the quantity and value according to the conclusions of the competent authority.

In that case, the seller issues an adjusted invoice to reflect the following:

• Reduced value (recording) or
• Increase in value (positive entry)

In accordance with the nature of the economic transactions that arise.

Thirdly, there are specific cases that arise, including:

• Trade discounts are calculated based on sales volume and production quantity.
• Return goods or services (in whole or in part)
• Adjusting and refunding premiums in the insurance sector.
• Regulating transactions in the real estate and construction sectors.
• Adjusting service fees in the banking and payment intermediary sectors.
• Regulations in the telecommunications sector, prepaid cards

In these cases, an adjustment invoice is used to adjust revenue and tax obligations in the period in which the adjustment occurs.

Legal principles for issuing adjustment invoices.

• An adjustment invoice does not invalidate the original invoice.
• Tax declarations are made in the period of invoice adjustment, not retroactively from the previous period.
• The adjustments must accurately reflect the economic nature of the operation.
• Adjustment invoices must be accompanied by documents such as agreement minutes and detailed statements (when necessary) to facilitate inspection and auditing.

Distinguishing between replacement invoices and adjustment invoices.

Conclude

The choice between a replacement invoice and an adjustment invoice does not depend on subjective will, but must be based on the nature of the error and the essence of the economic transaction.

• Errors rendering the original invoice invalid: a replacement invoice should be issued.
• If adjustments to the value or errors that can be corrected arise: apply an adjustment invoice.

Proper application of the correct format not only ensures compliance with invoicing and tax laws, but also minimizes risks during tax audits and inspections, and guarantees transparency in accounting practices.