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After Getting IRC/ERC in Hanoi: 10 Immediate Follow-Up Steps (Tax, Invoicing, Labor, Banking)

8 min readFLAT LAW FIRM
Modern office building in Hanoi (illustrative)

Scenario: A Japanese-invested technology company has just received both its Investment Registration Certificate (IRC) and Enterprise Registration Certificate (ERC) for an office in Cau Giay District, Hanoi, and plans to hire 40 engineers in its first quarter. Its Japanese director asks counsel: “We have the licenses — what must we do now, in what order, and with which authority in Hanoi?” This article answers exactly that.

Applicable legal framework as of the writing date

The post-licensing phase is governed by: Law No. 143/2025/QH15 on Investment (passed 11 December 2025, effective 1 March 2026, replacing Law No. 61/2020/QH14, which expired the same day) and Decree No. 96/2026/ND-CP (issued 31 March 2026) guiding its implementation; and the Law on Enterprises No. 59/2020/QH14 (as amended by Law No. 76/2025/QH15, effective 1 July 2025). Tax, invoicing, labor and banking steps follow the sectoral instruments cited under each item below, all in force as of 19 October 2026.

A note on institutions: after the early-2025 administrative restructuring, the former Department of Planning and Investment functions moved to the Department of Finance; in this article, “the Hanoi investment registration authority” means that office. Likewise, from 1 March 2025 the tax sector operates under a new model (Decision 381/QD-BTC of 26 February 2025): the General Department of Taxation became the Department of Taxation, and 63 provincial tax departments were reorganized into 20 regional tax sub-departments — a Hanoi-based enterprise deals with the regional tax sub-department for its area and the district-level tax team where its head office sits.

The 10 steps — recommended sequence

1. Publish the enterprise registration contents. Under Article 32 of the Law on Enterprises 59/2020/QH14, after receiving the Enterprise Registration Certificate the company must publicly announce the registration contents on the National Enterprise Registration Portal; the announcement must remain public for 30 days from the publication date (Article 32(3)). Procedures are detailed in Article 73 of Decree 168/2025/ND-CP (which replaced Decree 01/2021/ND-CP). In practice the publication request and fee are filed together with the enterprise registration dossier, but the company should still verify that the published information is accurate.

2. Make the seal and issue internal seal-management rules. Article 43 of the Law on Enterprises 59/2020 provides that the enterprise itself decides the seal type, quantity, form and content; management and custody of the seal follow the company charter or rules issued by the enterprise. A practical point that surprises many foreign investors: since 1 January 2021 the Law on Enterprises 2020 abolished the procedure for notifying the seal specimen to the business registration office — that step no longer exists, but the company should still adopt internal rules on who keeps the seal and who may authorize its use, to prevent disputes.

3. Open a foreign investment capital account in Vietnam (ICA). An enterprise with foreign investors must open and use a foreign investment capital account in Vietnam (ICA) in foreign currency or VND at a licensed bank for all receipts and payments relating to the direct investment, under Circular 38/2026/TT-NHNN (effective 18 August 2026, replacing the expired Circular 06/2019/TT-NHNN). Every capital contribution, profit remittance and capital transfer must pass through this account — contributing capital from the investor personal account into the company ordinary payment account is incorrect and will cause trouble when the authorities reconcile the flows.

4. Contribute the full capital within 90 days. Article 47(2) (multi-member LLCs), Article 75(2) (single-member LLCs) and Article 113(1) (joint-stock companies) of the Law on Enterprises 59/2020 all provide that members/shareholders must contribute in full, in the committed asset types, within 90 days from the issuance of the Enterprise Registration Certificate. Time for transporting or importing contributed assets and completing ownership-transfer procedures does not count toward the 90 days. Missing the deadline without contributing in full requires the company to register a capital adjustment — the most common violation by new FDI enterprises in Hanoi, where the charter capital on paper exceeds the capital actually contributed.

5. File the business license tax (le phi mon bai) declaration. Under Article 3(8) of Decree 139/2016/ND-CP (as amended by Decree 22/2020/ND-CP), newly established organizations are exempt from the business license tax for their first year. “Exempt” does not mean “no filing”: the declaration must still be filed no later than 30 January of the year following establishment (Article 10(1) of Decree 126/2020/ND-CP). From the second year, the rates are VND 3 million/year for charter/investment capital above VND 10 billion and VND 2 million/year for VND 10 billion or less.

6. Register for electronic tax payment and obtain a digital signature. The company registers electronic tax payment with a commercial bank (authorized debit via the electronic tax portal) and acquires a public digital signature for signing declarations and e-invoices. In practice in Hanoi, the directly managing tax team usually asks new enterprises to complete an “initial tax dossier” (registered fixed-asset depreciation method, accounting form) — the details follow the guidance of the managing tax authority, so the company should contact it as soon as it has its enterprise code.

7. Register to use e-invoices. Since 1 July 2022 all enterprises must use e-invoices under Decree 123/2020/ND-CP (detailed in Circular 78/2021/TT-BTC). The company registers e-invoice use with its directly managing tax authority and may only issue invoices after acceptance. The old “invoice issuance notice” procedure from the paper-invoice era no longer exists — a point many veteran accountants still get wrong.

8. Work permits for foreign employees. Bringing Japanese experts or managers to work in Vietnam requires work permits under Decree 219/2025/ND-CP (effective 7 August 2025, replacing Decree 152/2020/ND-CP and Decree 70/2023/ND-CP). A notable change in Article 3(3): experts now need only a university degree or higher plus at least 2 years of relevant experience (previously 3 years). The issuing authority is the Hanoi Department of Home Affairs (which absorbed labor functions after the restructuring).

9. Register for compulsory social insurance. When signing labor contracts with Vietnamese employees, the company must register for compulsory social insurance under the Law on Social Insurance No. 41/2024/QH15 (effective 1 July 2025). In practice: first-time unit registration at the district-level social insurance agency where the head office sits, then monthly reporting of workforce increases.

10. Comply with the investment activity reporting regime. Article 47 of the Law on Investment 143/2025/QH15 provides that, quarterly and annually, investors and project companies report to the investment registration authority and the local statistics office on project implementation (executed capital, business results, labor, budget contributions, environment, and so on), in writing and via the National Investment Information System. A Hanoi enterprise files with the authority that issued its IRC and the Hanoi statistics office. Skipping reports over consecutive periods is grounds for the project to be placed under special supervision.

Counsel note: priorities for the first 30 days

Practical experience: week 1 — open the ICA and start transferring capital contributions (the 90 days run fast, and banks need time to review the account-opening dossier); week 2 — complete the enterprise registration publication, make the seal, and register for electronic tax payment plus the digital signature; week 3 — file the business license tax declaration and register e-invoice use; in parallel, start the work permit dossiers for foreign experts (this usually takes weeks because degrees and experience must be legalized). The first quarterly investment report and social insurance follow the actual hiring timeline. The costliest mistake: contributing capital through an ordinary account instead of the ICA — at settlement or profit repatriation, the bank will refuse because the cash flow does not match foreign-exchange rules.

Frequently asked questions

For a project inside Thang Long Industrial Park, who issues the IRC?
The Hanoi Industrial and Export Processing Zones Authority (HIZA) issues IRCs for projects inside industrial parks and export processing zones; projects outside the zones are handled by the investment registration office under the Hanoi Department of Finance (successor to the former Department of Planning and Investment). After obtaining the IRC, the quarterly and annual reports under Article 47 of the Law on Investment 143/2025 go to the authority that issued the IRC and the local statistics office.

May the company locate its head office in a residential apartment in Hanoi?
In practice in Hanoi, the business registration office typically rejects a head-office address that is a residential apartment unit. An FDI enterprise should lease an office or business premises with a clear commercial or service function and a valid lease in the company name, because the address is also used for tax registration, invoicing and inspection visits.

Where are work permit dossiers for Japanese experts filed?
At the Hanoi Department of Home Affairs, under Decree 219/2025/ND-CP (effective 7 August 2025). The dossier includes the application letter, proof of expert status (university degree plus confirmation of at least 2 years of relevant experience under Article 3(3)), a criminal record check and a health certificate. Decree 219 merged the foreign-labor demand approval step into the permit process, shortening timelines compared with before.

What if the capital is still not fully contributed after 90 days?
The company must register a charter capital adjustment to the actually contributed amount (capital reduction), or keep contributing and face administrative sanction risk. More importantly, “phantom” charter capital directly affects borrowing limits, bidding capacity and credibility with partners. For FDI enterprises, every contribution must pass through the ICA under Circular 38/2026/TT-NHNN to be validly recorded.

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Reviewed by the Legal Practice Group – FLAT LAW FIRM

This legal analysis has been verified against current Vietnamese regulations and cross-border FDI transaction practices by the attorneys at FLAT LAW FIRM.