Step-by-Step Company Setup in Vietnam: What to Expect After You Sign

🇻🇳🏢 Step-by-Step Company Setup in Vietnam: What to Expect After You Sign Establishing a business entity in Vietnam represents a significant strategic decision for foreign investors. While obtaining the necessary investment and enterprise registration certificates is a primary objective, the process of **step by step setup company in Vietnam** extends significantly beyond the initial signing of service contracts and the issuance of these documents. For investors prioritizing clarity, control, and certainty, understanding the critical post-signing phase is essential. ✨ The Critical Steps Following Contract Signing Successfully obtaining the initial investment and enterprise registration certificates marks the formal legal establishment of your entity. However, the subsequent period involves a series of mandatory administrative and operational steps. These stages are time-sensitive and require meticulous attention t...

Post-Setup Checklist: Legal Obligations After You Set Up Company in Vietnam




ℹ️ Introduction

Upon completion of the company registration process and receipt of the Enterprise Registration Certificate, a newly established enterprise in Vietnam must comply with a series of statutory obligations. Adherence to these post-incorporation requirements is critical to ensure ongoing legal operation, mitigate administrative risks, and establish a foundation for stable business activities in Vietnam.

✅ Key Post-Incorporation Obligations

📄 2.1. Legal and Licensing Formalities

  • ➡️ Affixing Company Signage: The company must produce and display a legal signboard at its registered address. The content and format of the sign must comply with statutory requirements.
  • ➡️ Company Seal: The company may determine the number, form, and content of its seal in accordance with internal regulations. The seal is used for executing official documents.
  • ➡️ Business Licenses and Sub-Licenses: Certain business sectors require additional licenses (e.g., F&B, education, healthcare). Enterprises should review applicable sector-specific regulations and obtain all necessary permits before commencing operations.
  • ➡️ Business License Tax Declaration: An initial business license tax return must be filed electronically with the local tax authority. The declaration includes information on charter capital and calculates the relevant license tax due.

🏦 2.2. Corporate Bank Account

  • ➡️ Opening a Bank Account: Enterprises must open a corporate account at a licensed commercial bank in Vietnam. Notification of the account details to the Department of Planning and Investment is required within the statutory period.
  • ➡️ Capital Contribution: The company’s charter capital must be fully contributed within the prescribed statutory timeframe (commonly 90 days from incorporation). Delays or shortfalls may result in administrative sanctions.

✍️ 2.3. Digital Signature and Tax Registration

  • ➡️ Procurement of Digital Signature Device: A digital signature (token key) from an authorized provider is mandatory for submitting electronic documents and filing taxes.
  • ➡️ Electronic Tax Registration: Registration with the local tax office for e-tax transactions is required to enable electronic lodgment of tax returns.
  • ➡️ E-Invoice Registration: Companies must select an approved e-invoice service provider and register for electronic invoicing. This process generally requires three to five working days.

📊 2.4. Accounting and Tax Compliance

  • ➡️ Chief Accountant Appointment: A chief accountant must be appointed, or a service contract concluded with a licensed accounting firm.
  • ➡️ Selection of Accounting System: Registration of the chosen accounting system (Vietnamese Accounting Standards or, in limited cases, IFRS) with the tax authority is required.
  • ➡️ Tax Registration and Reporting: Enterprises must register for all relevant tax obligations (VAT, CIT, etc.) and comply with statutory monthly, quarterly, and annual reporting requirements.
  • ➡️ Statutory Audit: Where applicable, companies (e.g., FDI enterprises, JSCs) are required to undergo annual audits by an accredited audit firm.

👷‍♀️ 2.5. Employment and Labor Compliance

  • ➡️ Labor Registration: Registration of labor usage with the local labor authority is mandatory.
  • ➡️ Internal Labor Regulations: Drafting and implementation of internal labor rules and employment contracts in compliance with Vietnamese law are required.
  • ➡️ Social Insurance Registration: Employees with contracts of one month or longer must be registered for social, health, and unemployment insurance.
  • ➡️ Payroll and HR Systems: Development of payroll, benefits, and compliance processes must be implemented from commencement of employment.

🛂 2.6. Immigration and Licensing

  • ➡️ Work Permits and Visas: Companies employing foreign nationals must secure the appropriate work permits and visas before commencement of employment.
  • ➡️ Investment License Update (if applicable): Foreign-invested companies must ensure that their Investment Registration Certificate reflects all current information and is updated as necessary.

🏢 2.7. Office Setup and Compliance

  • ➡️ Office Setup: Companies must ensure compliance with statutory requirements for office premises, including fire safety and, where relevant, environmental protection.
  • ➡️ Operational Readiness: Arrangements for IT, telecommunications, and equipment should be made to support operational activities.
  • ➡️ Intellectual Property Protection: Consideration should be given to trademark registration and protection of other intellectual property rights at the earliest opportunity.

📈 2.8. Ongoing Reporting

  • ➡️ Periodic Statutory Reports: Enterprises are obligated to submit regular reports, including tax returns, financial statements, labor reports, and investment activity reports (for FDI enterprises) in accordance with the relevant regulations.

💡 Practical Importance

Timely fulfillment of these post-incorporation obligations is essential for:

  • ✔️ Maintaining continuous legal status and avoiding penalties;
  • ✔️ Ensuring smooth operations in banking, tax, and HR management;
  • ✔️ Enhancing the enterprise’s credibility and transparency with authorities and business partners;
  • ✔️ Enabling prompt recruitment and compliance with employment regulations.

📝 Recommendation

The above checklist provides a general overview of post-registration obligations for companies established in Vietnam. However, requirements may vary depending on the business sector, investment structure, and other factors. Where uncertainties arise, it is recommended to consult with qualified legal, accounting, or HR professionals for advice tailored to your specific circumstances.

❓ Frequently Asked Questions

Q: What are the most critical post-setup compliance requirements that must be prioritized to avoid administrative penalties in Vietnam?

A: Key priorities include timely tax registration and filing (CIT, VAT, PIT), maintenance of statutory accounting records, proper social insurance registration and payments, annual audit, and prompt submission of mandatory reports to authorities. Missing deadlines or incomplete filings often lead to penalties.

Q: How does Vietnam’s ongoing reporting and audit schedule compare with other markets, and what are the specific pain points for multinational companies?

A: Vietnam requires annual audits for most FDI companies and frequent tax filings (monthly/quarterly). Compared to developed markets, documentation is often more detailed and manual. Bottlenecks typically involve local language, document legalization, and the need for physical archives.

Q: Are there any unique Vietnamese regulations or documentation requirements that could delay profit repatriation or group-level consolidation?

A: Yes, strict rules on documentation for foreign loan registration, capital contribution, and tax clearance must be met before profits can be repatriated. Failure to comply can delay repatriation and impact group-level reporting.

Q: What best practices can be implemented to ensure seamless cooperation between local legal/finance teams and global headquarters for ongoing compliance in Vietnam?

A: Adopt standardized reporting templates, schedule regular compliance checks, and use cloud-based document sharing. Training local staff in group policy and maintaining close communication with HQ are also essential.

Q: Which legal or tax obligations are most frequently missed by foreign-owned companies in Vietnam, and what mitigation steps are recommended?

A: Common oversights include late tax filings, failure to update business licenses after changes, and incomplete labor/social insurance registration. Regular internal audits and working with local advisors help mitigate these risks.

Q: In the event of a regulatory audit, what is the typical process and documentation that the Vietnamese authorities will scrutinize?

A: Authorities will typically review tax filings, financial statements, supporting invoices, labor contracts, payroll, and statutory registers. All documentation should be properly archived, with both electronic and hard copies available.

Q: How can annual compliance workflows (including tax, labor, and licensing) be integrated with the company’s global compliance management system?

A: Integration is best achieved by mapping local compliance calendars to global systems, assigning responsibility at both local and HQ levels, and using digital tools for reminders, document storage, and status tracking.