Post-incorporation legal and compliance requirements for foreign-owned companies in Vietnam

Post-incorporation compliance in Vietnam for foreign-owned companies begins the day the Enterprise Registration Certificate is issued. Most of the costly mistakes we see at LHD Law Firm happen in the months after that, not during registration.

The reason is simple. Registration has a checklist and an officer who checks it. Ongoing compliance has neither. Deadlines arrive on their own schedule, and nobody sends a reminder until a fine or an audit finding does.

This page covers post-incorporation compliance only, meaning what comes after the certificates. It does not repeat how to obtain them; that process is set out in the guide to Set up company in vietnam. The content was prepared by the corporate and foreign investment team of LHD Law Firm (Công ty Luật TNHH LHD) and checked against the legal texts cited in each section.

What to do after registering a foreign-owned company

The first 30 days set the pattern for post-incorporation compliance as a whole. A company that gets its bank structure, tax setup and accounting right in month 1 rarely struggles later.

Here is the order that works in practice:

1. Make the company seal and publish the registration information on the National Business Registration Portal.
2. Open the direct investment capital account and a current account.
3. Buy a digital signature (token) and register e-tax filing.
4. Register e-invoices with the tax authority.
5. Appoint a chief accountant or engage a licensed accounting service.
6. Put up a signboard at the head office.
7. Contribute the charter capital within 90 days.

One change for 2026 is worth noting. The business licence fee (lệ phí môn bài) was abolished from 1 January 2026 under Resolution 198/2025/QH15, so new companies no longer file a licence fee declaration. Older guides that still list it as a first-month task are out of date.

Each step looks small. Together, these early items of post-incorporation compliance in Vietnam for foreign-owned companies decide whether the company can legally receive money, issue invoices and pay staff.

Corporate bank accounts and capital contribution

The direct investment capital account

A foreign-owned company needs a direct investment capital account (DICA) at a licensed bank in Vietnam. Under the State Bank's rules on foreign exchange for foreign direct investment (Circular 06/2019/TT-NHNN, as amended), capital contributions, foreign loans disbursed into the company and the transfer of profits abroad must run through this account.

The DICA is not the operating account. Salaries, supplier payments and customer receipts go through a separate current account. Mixing the two causes trouble later, when the company wants to remit profit and the bank cannot trace the capital.

How these deadlines fit across a full year is mapped out in the related article on the annual FDI compliance calendar.

The 90-day capital deadline

Owners must contribute the registered charter capital in full within 90 days from the date the Enterprise Registration Certificate is issued. The rule appears in Article 47.2 (multi-member LLC), Article 75.2 (single-member LLC) and Article 113.1 (joint stock company) of the Law on Enterprises 2020.

If the capital is not paid in full, the company must register a reduction of charter capital, or a change in ownership ratios, within 30 days after the 90-day period ends (Articles 47.4 and 75.4). Failing to do so exposes the company to administrative fines under Decree 122/2021/ND-CP.

Example. A Korean investor registered a single-member LLC with USD 200,000 in charter capital but transferred only USD 120,000 in the first 3 months. The correct step was to register a capital reduction to USD 120,000 within the following 30 days. Leaving the higher figure on the certificate would have created a mismatch with the bank records that surfaces at the first tax audit.

Capital must arrive as a bank transfer into the DICA. Cash paid into a director's personal account does not count as a capital contribution, however well documented.

Tax registration, e-invoices and digital signatures

The enterprise code on the Enterprise Registration Certificate is also the company's tax code (Article 29 of the Law on Enterprises 2020). No separate tax registration is needed, but the tax side of the company still has to be activated.

Digital signature and e-tax filing

All tax returns are filed electronically. To do that, the company buys a digital signature certificate from a licensed provider and registers an e-tax account with the tax authority. Without it, no return can be filed, and missed returns attract penalties from the first deadline.

E-invoices

Every company that sells goods or services must use e-invoices under Decree 123/2020/ND-CP, as amended by Decree 70/2025/ND-CP. Registration is done online through the e-invoice provider and approved by the tax authority. A company cannot lawfully invoice its first customer until that approval is in place.

This catches service companies more often than traders. A consulting firm signs its first contract in week 2, the client asks for an invoice, and the e-invoice registration has not been filed yet. The fix takes a few days, but it delays payment.

VAT method and filing frequency

Newly established companies usually file VAT returns quarterly. The applicable method, credit or direct, depends on the company's activity and registration. VAT is a subject of its own, and it should be settled with the accountant before the first sale rather than after.

Accounting and annual financial statements

Chief accountant or accounting service

Every enterprise in Vietnam must keep accounting books under the Law on Accounting 2015 and must have a chief accountant or a person in charge of accounting. Small companies may instead hire a licensed accounting service provider to perform this role. The rules on appointment and qualifications are set out in the Law on Accounting 2015 and Decree 174/2016/ND-CP.

A common misunderstanding is that the foreign director can act as chief accountant. Legally, the person must meet the professional and residence conditions in the regulations. In practice, most foreign-owned SMEs outsource the function in the first years.

Which accounting regime applies

Most enterprises apply the enterprise accounting regime issued by the Ministry of Finance. Circular 99/2025/TT-BTC replaces Circular 200/2014/TT-BTC for financial years starting on or after 1 January 2026. Companies that set up their chart of accounts under the old circular should confirm with their accountant that the transition has been made.

Annual financial statements

Financial statements are prepared for each financial year and submitted to the tax authority and other competent authorities. For foreign-owned companies, the statements submitted must be the audited version, which leads directly to the next section.

Tax filing and annual audit requirements

The core tax calendar

Deadlines under Article 44 of the Law on Tax Administration 2019 drive most of the post-incorporation compliance year:

For a company using the calendar year, both finalization returns are due by 31 March.

Corporate income tax rate

The standard corporate income tax rate is 20% under the Law on Corporate Income Tax No. 67/2025/QH15. The same law introduced reduced rates of 15% and 17% for small enterprises below set revenue thresholds. Whether a foreign-owned startup qualifies depends on its revenue and must be checked year by year, not assumed from the first year's figures.

Mandatory annual audit

Foreign-invested enterprises must have their annual financial statements audited by an independent audit firm licensed in Vietnam. This obligation applies regardless of size or revenue, under Article 37 of the Law on Independent Audit 2011 and Decree 17/2012/ND-CP.

That last point surprises many founders. A company with no revenue in its first year still needs an audit. The audit must be completed in time for the audited statements to be filed with the CIT finalization.

Example. A Singapore-owned trading company closed its first financial year with modest revenue and filed unaudited statements in March, assuming the audit could follow. The tax office rejected the filing as incomplete. The company then had to rush an audit and refile, with a late-filing exposure that a 2-month earlier engagement would have avoided.

Book the audit firm in the fourth quarter, not after year-end. Good firms are fully booked by February.

Work permits and immigration compliance for foreign employees

Work permits

A foreigner working for the company in Vietnam needs a work permit unless an exemption applies. The current procedure is governed by the Labour Code 2019 and Decree 219/2025/ND-CP, which took effect on 7 August 2025 and replaced the previous decrees on foreign workers.

A work permit is valid for up to 2 years and may be extended once, for up to 2 more years (Article 155 of the Labour Code 2019). After that, a new permit must be issued.

Some people are exempt, including owners or capital contributors of an LLC who meet the capital threshold in the regulations. Exempt does not mean invisible. The company must still obtain confirmation of exemption where the regulations require it. Decree 219/2025 changed several procedural points, which are covered in the article on work permit rule changes in Vietnam.

Visa and temporary residence card

Investors and managers usually move from a business or investor visa to a temporary residence card. The card type and its maximum term depend on the investment amount under the Law on Entry, Exit, Transit and Residence of Foreigners in Vietnam. The company acts as the sponsoring entity, so its own registration records must be up to date when the application is filed.

Employing Vietnamese staff

Hiring local staff brings its own obligations. These include written labour contracts, registration for compulsory social insurance, health insurance and unemployment insurance, personal income tax withholding and the trade union fee. Once the company employs 10 or more employees, it must issue internal labour regulations and register them with the provincial labour authority (Articles 118 and 119 of the Labour Code 2019). The full list is in what hiring employees in Vietnam requires after registration.

Business licenses and sector-specific compliance

The Enterprise Registration Certificate and the Investment Registration Certificate allow the company to exist and to invest. They do not always allow it to operate.

Conditional business lines require a further sub-licence or must meet operating conditions before trading starts. Common cases for foreign-owned companies include:

• A business licence for retail distribution of goods, issued under Decree 09/2018/ND-CP.
• A licence or certificate of eligibility for education, healthcare, travel services or recruitment.
• Fire safety and environmental procedures for factories and some premises.
• Food safety certificates for food and beverage businesses.

Example. A Japanese-owned company registered to import and sell cosmetics online. Its certificates listed retail distribution, but it started selling through its own website before obtaining the retail distribution business licence. That gap is exactly what a market inspection looks for.

The rule of thumb: if the business line is conditional, assume a second licence exists until a lawyer confirms otherwise. The article business license Vietnam, the step most founders miss goes through the most common cases.

Changes to company information and investment projects

Companies change, and post-incorporation compliance has to follow. New shareholders arrive, the office moves, the director leaves. Each change has a filing, and the filing has a deadline.

Enterprise registration changes

Changes to the content of the Enterprise Registration Certificate must be registered within 10 days from the date of the change (Article 30.2 of the Law on Enterprises 2020). This covers the legal representative, the head office address, charter capital, members of an LLC and the company name.

Some changes only require a notice rather than a new certificate, such as changes in business lines. They still have to be filed.

Investment Registration Certificate adjustments

Where the company holds an Investment Registration Certificate, some changes also require an adjustment to that certificate under the Law on Investment 2025. Typical triggers include a change of investor, a change in investment capital, a change in project location, or an extension of the implementation schedule.

The order matters. In many cases the IRC must be adjusted first, then the ERC. Doing it in reverse order can mean refiling.

Beneficial ownership

Information on beneficial owners must be kept accurate and updated. Decree 168/2025/ND-CP, as amended by Decree 296/2026/ND-CP from 23 July 2026, tightened these rules. A change in the individuals who ultimately own or control the company is now a compliance event in its own right, even where the direct shareholder stays the same.

Investment reporting

Foreign-invested companies with an investment project must submit periodic reports on project implementation through the National Information System on Investment. Statistical reports to the statistics office are also due. These reports are easy to forget because no fee or certificate depends on them, until a ministry inspection asks for them.

Common compliance mistakes after incorporation

Most post-incorporation compliance problems we handle at LHD fall into a few patterns.

Treating the capital deadline as flexible. It is not. 90 days means 90 days, and a late capital reduction filing has its own sanction.

Paying capital into the wrong account. Capital that does not pass through the DICA is hard to recognise for profit remittance or a later share transfer.

Leaving the audit until April. The audited statements are part of the year-end filing package, not an afterthought.

Using a nominee to fit under an ownership cap. Decree 296/2026/ND-CP expressly prohibits holding capital on behalf of someone else. Beyond the legal risk, the nominee is the legal owner on paper, which is the worst position to be in during a dispute.

Operating before the sub-licence is issued. Registration lists the business line. It does not prove the condition is met.

Forgetting that changes need filings. A director who leaves without a registered replacement can block the bank account and tax filings for weeks.

A pattern sits behind all of these post-incorporation compliance failures. Each mistake came from assuming that a rule which seems administrative carries no consequence. In Vietnam, administrative rules are where most sanctions sit.

Ongoing compliance checklist for foreign-owned companies

Use this table as the backbone of post-incorporation compliance in Vietnam for foreign-owned companies. Dates assume a calendar financial year.

The checklist covers the core post-incorporation compliance items. Sector licences, environmental reports and customs obligations add to it depending on the business.

How LHD Law Firm supports foreign-owned companies after incorporation

LHD Law Firm advises foreign investors on post-incorporation compliance in Vietnam. We register changes, adjust investment certificates, handle work permits and coordinate with accountants and auditors on the yearly calendar. Our lawyers work from 3 offices:

• Ho Chi Minh City: HP Tower, Floor 7, 60 Nguyen Van Thu Street, Tan Dinh Ward. Tel: +84 28 2244 6739. Email: all@lhdfirm.com
• Ha Noi: Anh Minh Tower, Floor 4, 36 Hoang Cau Street, O Cho Dua Ward. Tel: +84 24 6260 4011. Email: hanoi@lhdfirm.com
• Da Nang: 71 Ly Tu Trong Street, Thach Thang Ward. Tel: +84 905 987 929. Email: danang@lhdfirm.com

If your company was registered within the last year, a short compliance review now usually costs less than fixing one missed filing later.

Legal sources referenced: Law on Enterprises 2020 (Articles 29, 30, 47, 75, 113), Law on Investment 2025, Decree 168/2025/ND-CP as amended by Decree 296/2026/ND-CP, Resolution 198/2025/QH15, Law on Tax Administration 2019 (Article 44), Decree 126/2020/ND-CP, Decree 123/2020/ND-CP as amended by Decree 70/2025/ND-CP, Law on Corporate Income Tax No. 67/2025/QH15, Law on Accounting 2015, Decree 174/2016/ND-CP, Circular 99/2025/TT-BTC, Law on Independent Audit 2011 (Article 37), Decree 17/2012/ND-CP, Labour Code 2019 (Articles 118, 119, 155), Decree 219/2025/ND-CP, Decree 09/2018/ND-CP, Decree 122/2021/ND-CP, Circular 06/2019/TT-NHNN.