Summary of Replacement Invoices and Adjustment Invoices

Handling electronic invoices with errors is a common task in accounting and tax practices. Depending on the nature of the error and the business 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 clarified the scope and application of these two forms. The following article presents their true legal nature, helping to distinguish them for correct application.

Replacement Invoice

Concept

A replacement invoice is an electronic invoice issued to completely replace the content of a previously issued electronic invoice that has a serious error, making the original invoice no longer valid for tax declaration and accounting purposes.

The replacement invoice must clearly state: "Replaces invoice Form number…, serial number…, number…, dated… month… year…".

When to Issue a Replacement Invoice

A replacement invoice is applied when an issued invoice has a material error:

• Incorrect tax identification number of the seller or buyer
• Incorrect payment amount, including the sum, tax rate, and tax amount
• Incorrect goods or services information, such as type, specifications, quality
• The invoice is damaged, torn, erased, or information is lost
• The invoice is lost or unusable

Legal Principles for Issuing Replacement Invoices

• The replacement must be agreed upon or officially notified to the buyer
• A replacement invoice completely replaces the original invoice; they do not coexist in terms of declaration value
• Replacement invoice data must be clearly linked to the replaced invoice
• Tax declaration is based on the replacement invoice

Adjustment Invoice

Concept

An adjustment invoice is an electronic invoice issued to adjust a part of the content of a previously issued electronic invoice, in cases where the original invoice still has legal validity but there is a discrepancy or a change that needs adjustment.

The adjustment invoice must clearly state: "Adjusts invoice Form number…, serial number…, number…, dated… month… year…".

When to Issue an Adjustment Invoice

Firstly, an issued invoice has errors regarding:

• Tax identification number
• Amount
• Tax rate, tax amount
• Goods or services information

and the parties choose the adjustment method instead of replacement.

Secondly, an invoice was issued correctly at the time of issuance but later undergoes:

• Adjustment of payment value upon settlement
• Adjustment of quantity, value as per competent authority's conclusion

Thirdly, special cases arise:

• Commercial discounts based on sales volume or output
• Return of goods or services (in whole or in part)
• Adjustment of fees, fee refunds in the insurance sector
• Adjustment of transactions in the real estate and construction sectors
• Adjustment of service fees in the banking and payment intermediary sectors
• Adjustments in the telecommunications and prepaid card sectors

Legal Principles for Issuing Adjustment Invoices

• An adjustment invoice does not nullify the original invoice
• Tax declaration is made in the period the adjustment invoice is issued, not retroactively to previous periods
• The adjusted content must accurately reflect the economic nature of the transaction
• Adjustment invoices must be accompanied by supporting documents such as an agreement minutes, detailed lists

Distinguishing Replacement Invoices and Adjustment Invoices

Read more: Everything About Electronic Invoices: When to Issue, How to Handle Errors

Conclusion

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

Errors that render the original invoice unusable: use a replacement invoice.

Developments requiring value adjustments or errors that can be adjusted: use an adjustment invoice.

Applying the correct form not only ensures compliance with invoice and tax laws but also minimizes risks during tax inspections and audits, and ensures transparency in accounting work.