Escrow, Tax & Invoice Flow

Status: draft for product, finance, and legal review.

Last updated: 2026-07-16.

Product Decision

MCV provides marketplace software, wallet escrow tooling, document templates, invoice collection tools, and workflow tracking. MCV does not act as the buyer's payment agent, tax withholding agent, or tax representative for seller income.

Key decisions:

Topic	Decision
Default portal language	Vietnamese for ads.mcv.network
Default marketplace currency	VND for new Vietnam-facing accounts and listings
Seller listed price	Gross amount before the seller's own taxes
Buyer top-up	Deposit into wallet escrow, not a taxable purchase from MCV
MCV role	Software platform and escrow workflow operator
Seller tax and invoice role	Buyer and seller complete obligations directly using MCV-supported tools
MCV revenue	MCV only invoices its own platform/service fee when earned

:::warning Legal review required This document is a product workflow specification, not legal or tax advice. Finance/legal must validate withholding, e-invoice, personal data, and e-signature rules before production rollout. :::

High-Level Flow

Workflow By Step

1. Seller Compliance Profile

Before publishing payable services, the seller must complete a legal profile.

Seller type	Required fields
Individual	Full name, identity number, tax code if available, address, bank account, payout email, optional signed tax declaration
Business	Legal name, tax code, billing address, invoice email, representative, bank account

The seller type controls the post-acceptance documentation branch.

2. Listing And Pricing

Sellers list services in VND by default. The listed price is the gross amount before the seller's own taxes.

Checkout must show:

Line item	Owner
Seller gross price	Buyer pays seller
MCV platform fee, if any	Buyer pays MCV
Total wallet reserve	Buyer wallet

MCV should not display seller tax as an MCV-collected tax unless finance/legal later approves that role.

3. Wallet Top-Up

Buyer top-up creates a deposit into the buyer wallet.

No invoice is issued on top-up because no service has been sold yet. The system generates only:

• top-up receipt,
• bank transfer reference,
• payment provider reference,
• wallet ledger entry,
• reconciliation status.

4. Order Reserve

When the buyer orders a service, MCV reserves the total amount from the buyer wallet.

Recommended ledger entries:

Ledger type	Direction	Notes
wallet_topup	credit	Deposit confirmed by payment provider
escrow_reserve	debit/reserve	Buyer funds reserved for order
platform_fee_reserve	debit/reserve	Optional MCV fee reserve

The seller is not paid at this stage.

5. Delivery And Buyer Acceptance

The seller submits delivery evidence. The buyer reviews and explicitly accepts the work.

Buyer acceptance means:

1. the buyer confirms commercial acceptance,
2. the buyer authorizes release of escrow subject to the documentation branch,
3. MCV starts the compliance workflow for the seller type.

Compliance Branch

Seller is individual

Contract toolkit

MCV generates templates for a collaborator/service contract between buyer and seller, acceptance record, payment receipt, and tax-support documents.

Seller is business

Invoice claim toolkit

MCV creates an invoice request, QR/link for the buyer to claim the invoice from the seller, and an upload/verification flow for e-invoice files.

Individual Seller Branch

MCV should generate software-supported templates, not MCV-issued tax certificates.

Required artifacts:

Artifact	Issuer/signers	Purpose
Service/collaborator contract	Buyer and seller	Defines scope, gross fee, delivery, tax responsibility
Acceptance record	Buyer and seller	Confirms completed work
Payment authorization	Buyer	Authorizes escrow release
Payment receipt	Seller confirms receipt	Supports accounting evidence
Tax-support worksheet	Generated by MCV software	Helps parties calculate/report obligations
Withholding certificate upload, if applicable	Buyer, not MCV	Only if buyer has a legal withholding obligation

Important rule: MCV must not issue a withholding certificate in MCV's name unless MCV legally becomes the paying/withholding party.

Business Seller Branch

The seller business must issue an invoice to the buyer for the transaction.

MCV supports:

1. invoice request generation,
2. buyer billing profile capture,
3. QR/link for invoice claiming,
4. seller invoice upload,
5. XML/PDF metadata capture,
6. buyer invoice acknowledgement,
7. admin exception review.

Recommended invoice gate:

buyer accepted delivery
  -> invoice requested
  -> seller uploads invoice XML/PDF or invoice lookup link
  -> buyer acknowledges invoice
  -> payout release is allowed

Swimlane

Buyer

MCV platform

Seller

Top up wallet and place order

Create deposit receipt and reserve escrow

Receive order brief

Review delivery

Track delivery state

Submit delivery evidence

Accept work and authorize payment

Open compliance branch

Complete contract or invoice step

Receive receipt/invoice evidence

Release escrow and record MCV fee

Receive payout

Order Status Model

Status	Meaning	Next action
escrow_reserved	Buyer funds are reserved	Seller delivers
delivered	Seller submitted delivery	Buyer reviews
buyer_accepted	Buyer accepted delivery	Compliance branch starts
contract_pending	Individual seller contract is waiting for signature	Buyer/seller sign
invoice_pending	Business seller invoice is requested	Seller issues invoice
documents_ready	Required artifacts are available	Payout can be released
payout_released	Seller payout has been released	Complete order
completed	Order is closed	None
disputed	Buyer/seller disagreement	Admin review

Data Model Proposal

Object	Purpose
seller_compliance_profiles	Stores individual/business seller identity and invoice profile
order_compliance_cases	Tracks compliance branch and required artifacts per order
e_contracts	Stores contract template version, signer state, and signed PDF
contract_signatures	Buyer/seller signature events
tax_support_documents	Generated tax worksheets, receipts, and uploaded buyer-issued certificates
invoice_claims	Seller business invoice request, claim URL/QR, upload status
payout_authorizations	Buyer approval and payout release authorization
platform_fee_invoices	MCV invoice records for MCV's own fee

Money fields should move toward:

Field	Recommendation
amount_minor	Integer amount in the smallest practical currency unit
currency	VND, USD, etc.
exchange_rate_snapshot	Stored when conversion is involved
gross_seller_amount_minor	Listed seller price before seller tax
platform_fee_amount_minor	MCV fee, invoiced by MCV
seller_payout_amount_minor	Amount released to seller

For VND, amount_minor equals the whole VND amount.

Implementation Phases

Phase 1: Defaults And UI

• Set ads portal default locale to Vietnamese.
• Set new Vietnam-facing accounts to VND by default.
• Rename wallet copy from "top-up purchase" to "wallet deposit".
• Update checkout language to show escrow and gross price.

Phase 2: Compliance Profile

• Add seller legal profile.
• Require seller type before publishing paid services.
• Capture buyer invoice profile for business buyers.

Phase 3: Documentation Toolkit

• Generate individual seller contract templates.
• Generate acceptance record and payment receipt templates.
• Add invoice claim link/QR flow for business sellers.
• Allow upload of seller invoice XML/PDF.

Phase 4: Payout Gate

• Release payout only after buyer acceptance plus required artifacts.
• Keep manual admin override with audit reason.
• Generate MCV platform fee invoice separately.

Legal References

The workflow is informed by these Vietnam legal/tax areas:

Area	Reference	Relevance
E-invoices and records	Decree 123/2020/ND-CP	Invoice and record framework
E-invoice guidance	Circular 78/2021/TT-BTC	E-invoice implementation guidance
Individual/business household tax	Circular 40/2021/TT-BTC	Seller tax classification support
Personal income withholding, historical/current-review item	Circular 111/2013/TT-BTC	Past PIT withholding framework; validate current applicability

Review Questions

1. Should payout to a business seller be blocked until invoice evidence is uploaded, or only flagged?
2. Which e-sign provider should MCV use for buyer-seller contracts?
3. Should MCV require seller tax code before listing, or only before payout?
4. Should buyer acceptance create an immutable payout authorization PDF?
5. Should gross seller price include VAT if seller is a VAT-registered business?
6. Which cases require admin compliance review before payout?