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 may 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.

The replacement invoice must clearly state: "Replaces invoice Form No…, symbol…, number…, date… month… year…".

When is a replacement invoice required?

A replacement invoice is issued when the issued invoice contains a material error.

• Incorrect tax identification number for the seller or buyer.
• Incorrect payment value, including amount, tax rate, and tax amount.
• Incorrect information about goods and services, such as type, specifications, and quality.
• The invoice is damaged, torn, altered, or has missing information.
• The invoice is lost or unusable.

Legal principles for issuing replacement invoices.

• The replacement must be agreed upon or properly notified to the buyer.
• A replacement invoice completely replaces the original invoice and does not exist simultaneously in terms of declared value.
• Replacement invoice data must be clearly linked to the invoice being replaced.
• Tax declarations are made based on substitute invoices.

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.

The adjustment invoice must clearly state: "Adjustment for invoice Form No…, symbol…, number…, date… month… year…".

When should an adjustment invoice be issued?

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.

Thirdly , specific cases may arise:

• 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

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 to 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.

Distinguishing between replacement invoices and adjustment invoices.

Read more: Everything You Need to Know About Electronic Invoices: When to Issue Them, How to Handle Errors

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.

Applying 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.