Legal Compliance Checklist For Newly Established FDI Enterprises In Vietnam

(Applicable to enterprises with foreign investment capital implementing investment projects in Vietnam)

Key Compliance Checklist for FDI Enterprises Immediately After Establishment

1. Completion of post-establishment procedures
2. Investment-related legal obligations
3. Capital contribution and internal corporate governance obligations
4. Tax and accounting obligations
5. Labor law compliance
6. Legal obligations applicable to foreign investors as project owners
7. Obtaining operating licenses for conditional business lines

This checklist serves as a legal risk management tool to assist newly established FDI enterprises in ensuring legal compliance and stable business operations.

Legal Basis

• Law on Investment 2025
• Law on Enterprises 2020, as amended and supplemented in 2025
•  Law on Tax Administration 2019
• Labor Code 2019 
• Law on Entry, Exit, Transit and Residence of Foreigners in Vietnam 2014 (as amended in 2019 and 2023)
• Relevant guiding decrees and circulars

1. Completion of Post-Establishment Procedures

• Display of Company Signboard at Head Office

“Displaying the enterprise name at the head office, branches, representative offices and business locations.” (Clause 4, Article 37, Law on Enterprises 2020)

Risks of non-compliance:
Administrative fines ranging from VND 30,000,000 to VND 50,000,000 (Decree No. 122/2021/ND-CP).
In serious cases, tax authorities may suspend the enterprise’s tax code, directly affecting business operations.

• Registration of Organizational Electronic Identification Account

Submission of application via VNeID; verification and notification of results by competent authorities.

• Opening of Corporate Bank Account

Opening a corporate bank account is essential for transactions with customers and partners and for lawful payments. Under current regulations, invoices with a value of VND 5,000,000 or more must be paid via non-cash payment methods to qualify for VAT input deduction.

• Initial Tax Registration

Submission of initial tax declaration dossier to the directly managing tax authority within 10 working days from the issuance date of the Enterprise Registration Certificate (Law on Tax Administration 2019).

• Registration and Use of Digital Signature (Token)

A digital signature (token) is mandatory for all enterprises and has the same legal validity as a corporate seal. It enables electronic tax filing and payment, online social insurance declarations, customs declarations, and transactions via the National Public Service Portal.
Common digital signature providers in Vietnam include Viettel-CA, VNPT-CA, FPT-CA, etc.

• Registration for Use of Electronic Invoices

Enterprises are required to use electronic invoices for goods and service transactions in accordance with Decree No. 123/2020/ND-CP.
Notification of invoice issuance and invoice templates must be submitted to the tax authority prior to use.

2. Investment-Related Legal Obligations

• Submission of periodic investment activity reports (quarterly/annually) and investment project monitoring and evaluation reports (semi-annually/annually) via the National Investment Information System
• Amendment of the Investment Registration Certificate (IRC) in case of changes relating to investment capital, investors, investment objectives, or project location

3.  Capital Contribution and Internal Corporate Governance Obligations

• Capital Account and Capital Transactions

🔷 Opening of a direct investment capital account with an authorized bank

🔷 Conducting capital contribution, foreign loan disbursement and repayment, and profit remittance strictly through the investment capital account

• Capital Contribution Timeline

🔷 Compliance with capital contribution schedule as stated in the IRC

🔷 Charter capital must be fully contributed within 90 days from the issuance date of the Enterprise Registration Certificate

🔷 Legal risks for failure to fully contribute capital: Administrative fines ranging from VND 30,000,000 to VND 50,000,000 (Article 46, Decree No. 122/2021/ND-CP).

• Internal Corporate Governance

Enterprises are required to: Establish the Company Charter; Maintain the register of members/shareholders; Issue internal governance regulations; Clearly define the authority and responsibilities of enterprise managers to ensure effective supervision and stable corporate governance.

4. Tax and Accounting Obligations

Tax compliance is one of the most common sources of legal risk for newly established enterprises. Even in the absence of revenue, enterprises must still maintain accounting records and submit periodic tax reports.

Key applicable taxes include: Value Added Tax (VAT); Corporate Income Tax (CIT); Personal Income Tax (PIT). Depending on business activities, enterprises may also be subject to other taxes such as Special Consumption Tax (SCT) or Environmental Protection Tax.

5. Labor Law Compliance

Where foreign employees are engaged, enterprises must complete all legal procedures related to the issuance of Work Permits or confirmations of work permit exemption, as well as Temporary Residence Cards, ensuring lawful employment and residence in Vietnam throughout the employment period.

Enterprises must also: Execute labor contracts; Issue internal labor regulations; Establish salary scales and payroll systems; Participate in and contribute to compulsory social insurance (SI), health insurance (HI), and unemployment insurance (UI)…

6. Legal Obligations Applicable to Foreign Investors as Project Owners

• Application for investor visas and/or investor temporary residence cards
• Ensuring the legal status of foreign individuals serving as legal representatives of the enterprise 
• Compliance with regulations on residence, entry and exit throughout the investment period in Vietnam

7. Operating Licenses for Conditional Business Lines

For conditional business sectors, enterprises must obtain the relevant operating licenses (“sub-licenses”) prior to commencing operations. These licenses constitute the legal basis for lawful business activities and help mitigate regulatory risks.

📌 Common conditional business lines include:

•  F&B: Certificate of Food Safety Eligibility
• Foreign Language / IT Training Centers: Operation License
• Healthcare and Pharmaceuticals: Certificates of eligibility for clinic operation and pharmaceutical trading
• Alcohol Trading: Licenses for production, wholesale or retail of alcohol
• Cosmetics Manufacturing: Product Circulation Registration
•  Construction: Construction Capacity Certificates

CONCLUSION

Legal compliance during the establishment phase is not only a mandatory obligation but also a strategic factor enabling enterprises to mitigate risks and enhance competitiveness. A proactive, systematic and well-controlled legal approach allows newly established FDI enterprises to avoid common compliance pitfalls and operate effectively within Vietnam’s increasingly stringent legal environment.