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

7 min readFLAT LAW FIRM
Downtown Ho Chi Minh City with high-rise towers (illustrative)

Scenario: A Singapore-invested logistics company has just been granted an IRC for a warehousing project inside Tan Thuan Export Processing Zone and an ERC for its legal entity in Thu Duc City, Ho Chi Minh City. Unlike a pure office business, it will issue service invoices from month one and move foreign currency regularly. Its question is not “whether” but “where in HCMC, and in what order, so cash flow never stalls”.

Legal framework and the competent authorities in Ho Chi Minh City

Law No. 143/2025/QH15 on Investment (effective 1 March 2026, replacing Law 61/2020/QH14) with Decree 96/2026/ND-CP (issued 31 March 2026) governs the post-licensing phase; the Law on Enterprises No. 59/2020/QH14 (amended by Law 76/2025/QH15, effective 1 July 2025) governs the entity obligations. All sectoral instruments below are in force as of 19 October 2026.

HCMC specifics: projects inside export processing zones or industrial parks receive their IRC from the Ho Chi Minh City Export Processing and Industrial Zones Authority (HEPZA) and report to it; projects outside the zones are handled by the investment registration office under the HCMC Department of Finance (successor to the former Department of Planning and Investment). On tax, since 1 March 2025 under Decision 381/QD-BTC, the former HCMC Tax Department is now Regional Tax Sub-Department II (headquartered in Thu Duc City), covering HCMC with district-level tax teams beneath it. Work permits are issued by the HCMC Department of Home Affairs under Decree 219/2025/ND-CP.

The 10 steps — ordered by cash-flow criticality

1. Open the foreign investment capital account in Vietnam (ICA) before any capital movement. Under Circular 38/2026/TT-NHNN (effective 18 August 2026, replacing the expired Circular 06/2019/TT-NHNN; the former “direct investment capital account (ICA)” is now the “foreign investment capital account in Vietnam (ICA)”), an FDI enterprise opens a foreign investment capital account in Vietnam (ICA) at a licensed bank; all capital contributions, foreign borrowing and repayment, and profit remittances pass through it. For a logistics company moving large foreign-currency flows, the classic mistake is receiving parent-company capital into an ordinary VND payment account — that flow is not recognized as valid investment capital.

2. Contribute the full capital within 90 days of the ERC issuance. Article 47(2), Article 75(2) and Article 113(1) of the Law on Enterprises 59/2020/QH14 set a 90-day deadline for members/shareholders to contribute the committed capital in full (excluding time for transporting or importing contributed assets and completing ownership transfer). A logistics company contributing cash has no “waiting for contracts” excuse for delay.

3. Register to use e-invoices immediately. Decree 123/2020/ND-CP (detailed in Circular 78/2021/TT-BTC) has required e-invoices since 1 July 2022; the company registers with Regional Tax Sub-Department II and may only issue invoices after acceptance. A service company invoicing from month one treats this as revenue-blocking — invoices issued before acceptance are invalid.

4. File the business license tax declaration (exempt in year one, filing still required). Article 3(8) of Decree 139/2016/ND-CP (amended by Decree 22/2020/ND-CP) exempts newly established organizations from the license tax in the first year; the declaration is still due no later than 30 January of the following year (Article 10(1) of Decree 126/2020/ND-CP). From year two: above VND 10 billion of capital — VND 3 million/year; VND 10 billion or below — VND 2 million/year.

5. Register for electronic tax payment and get a digital signature. Register electronic tax payment via a bank and acquire a digital signature for declarations and invoices. The directly managing tax team (under Regional Tax Sub-Department II) usually requires an initial tax dossier — contact it as soon as the enterprise code exists rather than waiting for the first filing period.

6. Publish the enterprise registration contents (30 days). Article 32 of the Law on Enterprises 59/2020: public announcement on the National Enterprise Registration Portal, kept public for 30 days from publication; procedures in Article 73 of Decree 168/2025/ND-CP (replacing Decree 01/2021/ND-CP).

7. Make the seal and issue internal seal rules. Article 43 of the Law on Enterprises 59/2020: the enterprise decides the seal type, quantity, form and content; management follows the charter or internal rules. The seal-specimen notification procedure has been gone since 1 January 2021 — but a logistics company signing transport contracts daily needs internal rules on who may stamp and on which document types as a matter of governance.

8. Work permits for foreign personnel. Decree 219/2025/ND-CP (effective 7 August 2025, replacing Decrees 152/2020/ND-CP and 70/2023/ND-CP): experts need a university degree or higher plus at least 2 years of relevant experience (Article 3(3)); the HCMC Department of Home Affairs issues the permits. For logistics, an “expert” position must demonstrate genuine expertise — a generic warehouse-manager title is hard to get approved.

9. Social insurance for Vietnamese employees. The Law on Social Insurance 41/2024/QH15 (effective 1 July 2025): signing a labor contract triggers compulsory social insurance registration. First-time unit registration at the social insurance agency of the head-office location (Thu Duc City), then monthly workforce updates.

10. Quarterly and annual investment activity reports. Article 47 of the Law on Investment 143/2025/QH15: investors report executed capital, business results, labor, budget contributions and environment to the investment registration authority and the local statistics office — in writing and via the National Investment Information System. A Tan Thuan EPZ project reports to HEPZA (the IRC issuer) and the HCMC statistics office.

Risks specific to the EPZ logistics model

Three risks counsel most often has to unwind for logistics clients in HCMC: (i) issuing invoices before the tax authority accepts the e-invoice registration — invoices from that window are invalid; (ii) paying international freight through an ordinary account when the payment relates to the investment project — investment cash flows and operating cash flows should be separated with the bank from day one; (iii) forgetting the quarterly HEPZA report because “tax filings are enough” — the two reporting regimes are entirely independent, and missing investment reports over several periods is grounds for special supervision of the project.

Frequently asked questions

Which area does Regional Tax Sub-Department II cover, and where does the company file?
Regional Tax Sub-Department II covers Ho Chi Minh City (successor to the former HCMC Tax Department under Decision 381/QD-BTC, from 1 March 2025). The company files declarations, registers e-invoices and works with the district-level tax team of its head-office location (for example, Thu Duc City). Use the new name when looking up contacts to avoid filing with a defunct office.

A project inside Tan Thuan EPZ — who receives its investment reports?
Quarterly and annual reports under Article 47 of the Law on Investment 143/2025/QH15 go to the Ho Chi Minh City Export Processing and Industrial Zones Authority (HEPZA) — the IRC issuer — and to the statistics office of Ho Chi Minh City, in writing and via the National Investment Information System. This obligation is independent of tax declaration duties.

Does a logistics company need any sub-licenses after IRC/ERC?
It depends on the scope: transport business, warehousing and customs brokerage may fall under conditional business lines with their own sectoral licenses. The IRC/ERC does not replace them. The company must review Appendix IV of the Law on Investment 143/2025/QH15 (conditional business lines) and Decree 96/2026/ND-CP before launching each service line.

Exempt from the license tax in year one — must we still file the declaration?
Yes. Exemption from payment does not exempt the filing duty: a newly established enterprise still files the business license tax declaration, no later than 30 January of the year after establishment (Article 10(1) of Decree 126/2020/ND-CP). Failure to file can still draw an administrative tax sanction even though the amount due is zero.

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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.