Receiving the Investment Registration Certificate (IRC) and the Enterprise Registration Certificate (ERC) is only the starting point. After licensing, an FDI company enters a dense calendar of recurring compliance: quarterly and annual reports on investment project implementation filed on the National Investment Information System, audited financial statements, periodic tax filings, related-party transaction documentation, and the obligation to amend the IRC whenever the project changes. In practice, most FDI violations do not arise at the licensing stage but from “forgetting” recurring post-licensing obligations — each overdue obligation carries its own sanction.
Quick summary
| Topic | Recurring reporting, tax, audit and project-amendment obligations of FDI companies after licensing |
|---|---|
| Who this is for | Operating FDI companies; in-house legal/accounting teams; foreign investors monitoring compliance remotely |
| Key checkpoints | Quarterly/annual investment reporting calendar; audited financial statements; on-time tax filings; related-party transaction documentation; whether the IRC still matches the actual project or needs amendment |
| Desired outcome | No recurring obligation missed, a complete compliance file when authorities inspect, and timely project amendments when changes occur |
Core legal issue: recurring obligations after an FDI project is licensed
Investment reporting is a continuing obligation. Under the Law on Investment No. 143/2025/QH15 and Decree 96/2026/ND-CP, investors and business organizations implementing investment projects must report quarterly and annually on project implementation via the National Investment Information System (covering capital contribution progress, implementation progress, labor, financial obligations and more). This is independent of tax and financial reporting — many FDI companies file tax reports but forget investment reports.
Periodic tax filing and audit. FDI companies file VAT and provisional CIT returns for their registered tax periods, prepare annual financial statements and undergo mandatory audit by an independent audit firm. The audited report is a practical precondition for remitting profits abroad and is the first document tax authorities request during an inspection.
Related-party transactions require arm’s-length documentation. FDI companies commonly transact with their parent or affiliates (raw material purchases, management fees, royalties, loans). Under Decree 132/2020/ND-CP, companies must prepare transfer pricing documentation (Local file, Master file and Country-by-Country report, depending on thresholds) and declare related-party transactions with the annual CIT finalization return.
Any project change may trigger an IRC amendment. Increasing or decreasing investment capital, changing investors, changing the project location, extending the schedule, changing objectives or scale — each change must be assessed for whether it requires amending the Investment Registration Certificate. Operating under changed terms without an amended IRC is a violation.
Legal basis and verification sources
- Law on Investment No. 143/2025/QH15: investment activity reporting regime; investment project amendments (Article 33)
- Decree 96/2026/ND-CP: guiding the Law on Investment No. 143/2025/QH15 — reporting regime and project amendment procedures
- Law on Tax Administration 2025 (108/2025/QH15): periodic tax declaration and payment obligations
- Decree 132/2020/ND-CP: tax administration for enterprises with related-party transactions
- Law on Accounting 2015 and Law on Independent Audit 2011: preparation and audit of financial statements
- Decree 122/2021/ND-CP: administrative penalties in planning and investment (late or missing investment reports)
- Decree 125/2020/ND-CP: administrative penalties for tax and invoice violations
Verification sources: the National Investment Information System (for online report filing); the tax authority’s portal for checking filing obligations.
Post-licensing compliance calendar for FDI
Quarterly — Investment project implementation reports. Filed on the National Investment Information System each quarter: implemented investment capital, progress of project items, labor, revenue, budget contributions. Late or missing reports are penalized under Decree 122/2021/ND-CP.
Annually — Annual investment project report. A consolidated full-year report that also serves as the basis for the investment registration authority to monitor progress and consider project extensions or amendments when needed.
Per tax period — VAT and CIT filings. VAT filed monthly or quarterly as prescribed; provisional CIT paid quarterly; annual CIT finalization with the related-party transaction appendix (if any). E-invoices issued at the correct time with complete data transmission.
Annually — Audit and financial statements. Engage the auditor early in the year; audited financial statements submitted on time to the tax authority, the statistics office and the investment registration authority.
As incurred — IRC amendments and ad-hoc reports. Whenever the project changes (capital, investors, location, schedule, objectives), assess and complete the Investment Registration Certificate amendment before implementing the change; file ad-hoc reports when the managing authority requests them.
Periodically — Internal legal file review. At least once a year: reconcile the IRC against actual operations, check the validity of foreign employees’ work permits and temporary residence cards, and review whether template contracts and internal regulations still align with new rules.
Common risks
Risk 1 — Forgetting periodic investment reports. Filing only tax reports while omitting project implementation reports on the investment system; penalized and placed under heightened scrutiny when applying for project amendments or extensions.
Risk 2 — IRC no longer matching reality. The project has increased capital, changed its leased factory location or changed investors without amending the IRC; all operations under the new terms lack a legal basis and may be penalized.
Risk 3 — Missing related-party transaction documentation. Transacting with the parent company without preparing transfer pricing documentation or declaring the related-party appendix; during a tax inspection, expenses are disallowed and tax liabilities reassessed.
Risk 4 — Late audit and financial statements. Engaging the auditor too late leads to late financial statement filing, while profit repatriation stalls because banks require audited reports.
Risk 5 — Wrong tax filing period after changes. After changes in scale or revenue, the company falls under a different filing period but fails to update it; wrong-period filings are penalized and must be supplemented.
Risk 6 — Not tracking new legislation. Investment, tax and labor rules change (for example, new guiding decrees, reorganized managing authorities) but internal procedures are not updated; complying with outdated rules creates new violations.
Competent authorities and filing bodies
Investment project implementation reports are filed on the National Investment Information System; the receiving body is the investment registration authority that issued the IRC (the Department of Finance or the Industrial Park/Economic Zone Management Authority, depending on the project location). Tax declaration, payment and e-invoicing are handled with the directly managing tax authority. IRC amendments are filed with the investment registration authority that issued the certificate.
Companies should assign one focal point to track the entire compliance calendar (in-house legal or a service provider) rather than letting each department remember its own obligations.
When to contact a lawyer
Have a lawyer conduct a periodic review when: (1) the company is preparing a project change (capital increase, location change, new investor) and needs to assess whether the IRC must be amended, plus the filing roadmap; (2) there are material related-party transactions requiring arm’s-length documentation before the finalization period; (3) the company has been penalized over investment or tax reporting and needs the legal basis assessed for a complaint, or its internal compliance process rebuilt.
How FLAT LAW FIRM helps
FLAT LAW FIRM provides periodic compliance review services for FDI companies: building a master compliance calendar (investment reporting, tax, audit, labor), reconciling the IRC against actual operations and advising on amendments when needed, preparing related-party transaction documentation in coordination with the audit firm, and representing the company before investment registration and tax authorities when issues arise. We work in Vietnamese, English and Chinese.
See also: Setting up accounting for newly established FDI companies | E-invoices for new FDI companies | Appointing foreign managers in FDI companies
Talk to FLAT LAW FIRM
If your FDI company needs a comprehensive review of post-licensing compliance obligations, or is preparing a project change that requires an IRC amendment, FLAT LAW FIRM can assist with assessment and implementation. Please contact us for advice.
FAQ
How often must an FDI company report on project implementation?
Quarterly and annually on the National Investment Information System, under the Law on Investment No. 143/2025/QH15 and Decree 96/2026/ND-CP. Late or missing reports are penalized under Decree 122/2021/ND-CP.
Does changing investment capital require amending the IRC?
Yes, in most cases. Increasing or decreasing investment capital, changing investors, changing the location or extending the schedule are all cases requiring assessment of an investment project amendment under Article 33 of the Law on Investment No. 143/2025/QH15. The amendment must be completed before implementing the change.
When must related-party transaction documentation be prepared?
When the company transacts with related parties (parent company, group companies) such as goods or services trading, loans, management fees and more. Transfer pricing documentation is prepared under Decree 132/2020/ND-CP and declared with the annual CIT finalization return.
What are the penalties for missing periodic investment reports?
Administrative penalties in planning and investment under Decree 122/2021/ND-CP, which also affect the later review of project amendments and extensions.
What is the audit report used for besides filing with state authorities?
Banks commonly require audited financial statements when a company remits profits abroad; tax authorities use them as the first document in tax inspections.
Should a company track compliance itself or hire a service?
It depends on scale. New FDI companies with little in-house legal staff should use a law firm’s periodic compliance review service so no obligation is missed; once a stable in-house legal team exists, the law firm serves as an annual independent check and handles major project changes.
