Vietnam’s booming economy and pro-business reforms attract foreign investors, but incorporation is only the beginning. For those post-incorporation, companies must secure the right licenses, register for taxes, and maintain compliance with ongoing reporting obligations to operate legally and avoid penalties.
This blog outlines the key post-incorporation requirements every business in Vietnam needs to address, helping investors navigate regulatory obligations and ensure smooth operations.
Operational Licences & Registrations
As part of post-incorporation procedures, after receiving your Investment Registration Certificate (IRC) and Enterprise Registration Certificate (ERC), the next step is to obtain any specialized licenses required for your industry.
- Industry-Specific Licences: Sectors such as manufacturing, import-export, food and beverage, e-commerce, logistics, and education each have their own licence prerequisites. For example, food producers need a Food Safety Certificate from the Department of Health, while logistics firms require a Transportation Service Licence.
- Environmental and Fire Safety Approvals: Manufacturers must complete an Environmental Impact Assessment (EIA) and secure approval from the Department of Natural Resources and Environment. Fire safety inspection and certification by the Fire Prevention Police are mandatory before opening premises to the public.
- Practice Certificates for Professionals: Certain services—like legal advice, architecture, and healthcare—require that key personnel hold valid professional practice certificates issued by relevant ministries.
Failing to obtain these licenses promptly can result in suspension of operations, fines up to VND 30 million per violation, or even forced closure.
Read Related: Investment Registration Certificate (IRC) in Vietnam: Complete Insights for Investors
Tax Registration & Initial Filings
Vietnam’s tax regime (detailed in Circular No. 80/2021/TT-BTC and Decree No. 91/2022/ND-CP) mandates that every newly incorporated entity complete the following post-incorporation steps within 30 days of ERC issuance:
- Tax Code Registration: Register with the local Tax Department for a corporate tax code, including Personal Income Tax (PIT) registrations if you have employees.
- Value-Added Tax (VAT) Method Election: Decide between the credit method (input VAT offset) or direct method (percentage of revenue) based on cash flow and invoicing capabilities.
- Initial Tax Declarations:
- File your first monthly VAT return (Form 01/GTGT).
- File your first quarterly Corporate Income Tax (CIT) provisional payment (Form 01/CIT-TNDN).
- Submit registration for PIT withholding for employees (Form 02/KK-TNCN).
Late registration or filing penalties range from VND 500,000 per day to several percent of the unpaid tax liability, significantly impacting cashflow and reputation.
Accounting, Bookkeeping & Annual Reporting
Vietnamese law requires strict adherence to national accounting standards and chart of accounts. Your business must:
- Maintain Books and Records: Prepare and keep general ledgers, journals, subsidiary ledgers, and fixed assets registers in Vietnamese Dong (VND). Records must be retained for at least 10 years.
- Submit Annual Financial Statements: Audited financial statements (Balance Sheet, Income Statement, Cash Flow Statement) must be submitted to the Tax Department and the National Business Registration Portal within 90 days of fiscal year-end (December 31).
- Hold Annual General Meeting (AGM): Shareholders must convene an AGM to approve the previous year’s financial statements, profit distribution, and board composition. Minutes of the AGM and resolutions should be filed with the Department of Planning and Investment within 10 days.
Non-compliance with post-incorporation requirements can trigger fines, increased audit scrutiny, and, in severe cases, suspension of business registration.
Social Insurance & Labor Compliance
As part of post-incorporation requirements, employers must register and contribute to Vietnam’s social insurance (SI), health insurance (HI), and unemployment insurance (UI) schemes for all Vietnamese and eligible foreign employees. Key actions include:
- Registering Employees: Notify the local Social Insurance Agency and enroll each employee within 30 days of hiring.
- Monthly Contributions:
- Employer contributions: SI 16%, HI 3%, UI 1% of salary.
- Employee contributions: SI 8%, HI 1.5%, UI 1%.
- Annual Reconciliation: Confirm total salaries and contributions, file reconciliations with the Tax Department and SI Agency by March 31 of each year.
Failure to register or remit on time incurs penalties up to 4% of the outstanding contributions per month.
Read Related: Health Insurance for Foreigners in Vietnam: Costs, Laws, and Expat Reviews
Ongoing Compliance & Notifications
Vietnam requires businesses to update authorities on material changes, including:
- Capital Adjustments: Changes to charter capital require IRC and ERC amendments within 30 days of board approval.
- Legal Representative Changes: Reporting new legal representatives within 10 days.
- Shareholder or Structure Changes: Amending ERC if shareholders, board members, or company structure changes.
As part of post-incorporation compliance, notifications to the Department of Planning and Investment and the Tax Department must be submitted through the National Business Registration Portal. Delays can result in late-filing fines and more severe administrative sanctions.
Conclusion
Meeting post-incorporation requirements Vietnam is crucial for any newly incorporated company to operate legally and avoid penalties. From obtaining the necessary business licenses Vietnam and ensuring Vietnam tax compliance to adhering to ongoing Vietnam regulatory compliance and corporate reporting Vietnam, each step safeguards your operations and builds a solid foundation for growth.
Using a structured post-incorporation checklist ensures no critical step is overlooked, from license renewals to reporting obligations under Vietnam incorporation laws. Proper planning and adherence to these requirements help businesses minimize risks, maintain credibility, and thrive in Vietnam’s dynamic market.
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Disclaimer: The Nest Asia is not an authorized provider of official government or non-government services. The information provided is intended for general guidance only. While we strive to offer accurate and timely information, we make no representations or warranties regarding its completeness or accuracy.
