Scenario: A Japanese-invested software company has just received its IRC for an R&D center inside the Da Nang High-Tech Park and its ERC in Da Nang. This is an asset-light, people-heavy model: modest charter capital but 15 Japanese engineers relocating long-term, and the project expects to enjoy the high-tech park investment incentives. The checklist therefore revolves around three axes: investment incentives, high-quality labor, and R&D reporting.
Competent authorities in Da Nang and the legal framework
Projects inside the Da Nang High-Tech Park and industrial parks receive their IRC from the Da Nang High-Tech Park and Industrial Zones Authority (DSEZA), which also receives reports; projects outside the zones are handled by the investment registration office under the Da Nang Department of Finance (successor to the former Department of Planning and Investment). Framework: Law on Investment 143/2025/QH15 (effective 1 March 2026, replacing Law 61/2020/QH14) plus Decree 96/2026/ND-CP (issued 31 March 2026); Law on Enterprises 59/2020/QH14 (amended by Law 76/2025/QH15, effective 1 July 2025). All sectoral instruments below are in force as of 19 October 2026.
On tax: since 1 March 2025 under Decision 381/QD-BTC, 63 provincial tax departments were reorganized into 20 regional tax sub-departments; a Da Nang enterprise works with the regional tax sub-department for its area and the district-level tax team of its head-office location. On labor: work permits are issued by the Da Nang Department of Home Affairs under Decree 219/2025/ND-CP.
The 10 steps — incentives, high-quality talent, R&D reporting
1. Review incentive eligibility right after the IRC. Decree 96/2026/ND-CP introduced a new list of incentivized investment sectors effective 31 March 2026, expanding high technology, strategic technology and information technology. Incentives (tax, land) do not apply automatically merely because the project sits in the High-Tech Park — the enterprise must match the project against the list, satisfy each policy conditions, and keep proof-of-eligibility records from year one for later settlement and inspection.
2. Work permits for the 15 Japanese engineers. Decree 219/2025/ND-CP (effective 7 August 2025, replacing Decrees 152/2020/ND-CP and 70/2023/ND-CP), issued by the Da Nang Department of Home Affairs. Article 3(3): experts need a university degree or higher plus at least 2 years of relevant experience; in priority sectors (science, technology, innovation, national digital transformation) a degree plus 1 year suffices — a provision tailor-made for a software R&D center. Decree 219 also merges the foreign-labor demand approval into the permit process, shortening timelines.
3. Open the ICA. 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; contributions and profit remittances pass through it. For a software company, contributions are usually cash — quick to process, but they must still go through the capital account.
4. Contribute the full capital within 90 days. Article 47(2), Article 75(2) and Article 113(1) of the Law on Enterprises 59/2020/QH14: 90 days from the Enterprise Registration Certificate issuance. Software companies usually have modest charter capital, so 90 days is entirely feasible — do not let it lapse into a capital reduction that hurts credibility in project bidding.
5. Register to use e-invoices. Decree 123/2020/ND-CP (detailed in Circular 78/2021/TT-BTC): mandatory since 1 July 2022; register with the directly managing tax authority and issue invoices only after acceptance. A software company invoicing domestic and foreign clients needs registration before signing its first revenue contract.
6. File the business license tax declaration. Article 3(8) of Decree 139/2016/ND-CP (amended by Decree 22/2020/ND-CP): newly established organizations are exempt 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.
7. Register for electronic tax payment and get a digital signature. Electronic tax debit via a bank plus a public digital signature. Contact the directly managing tax team as soon as the enterprise code exists to complete the initial tax dossier.
8. 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).
9. 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; no seal-specimen notification since 1 January 2021. A software company signing many service contracts and NDAs should issue internal signing and stamping authority rules early.
10. Report investment activity — with emphasis on R&D content. Article 47 of the Law on Investment 143/2025/QH15: quarterly and annual reports to DSEZA (the IRC issuer) and the Da Nang statistics office on executed capital, business results, labor, budget contributions and environment — in writing and via the National Investment Information System. For an R&D center, the “research and development investment” item the law lists is what the Board watches most: consistent R&D spending figures across reporting periods are the best evidence when incentive continuation is reviewed.
Investment incentives: a benefit paired with a duty to prove
Counsel experience with technology clients in Da Nang: investment incentives are a “conditional right”, not an “automatic gift”. Three things to do from year one: (i) keep complete proof-of-eligibility records against the Decree 96/2026/ND-CP list (investment decision, feasibility report, R&D expense vouchers); (ii) account R&D costs separately so figures stay consistent in Article 47 Law on Investment 143/2025 reports; (iii) track every material change in project scale or objectives, because major changes may require IRC amendment — and an amended IRC can affect incentive eligibility. Missing investment reports over several periods not only breaches the reporting regime but also weakens the eligibility file when the tax authority inspects.
Frequently asked questions
For a project inside the Da Nang High-Tech Park, who issues the IRC?
The Da Nang High-Tech Park and Industrial Zones Authority (DSEZA) issues IRCs for projects inside the park; projects outside are handled by the investment registration office under the Da Nang Department of Finance. Quarterly and annual investment activity reports under Article 47 of the Law on Investment 143/2025/QH15 go to DSEZA (the IRC issuer) and the Da Nang statistics office.
Do Japanese software engineers qualify as experts for work permits?
Yes, if they meet Article 3(3) of Decree 219/2025/ND-CP: a university degree or higher plus at least 2 years of relevant experience; in priority sectors (science, technology, innovation, national digital transformation) a degree plus 1 year suffices — well suited to a software R&D center. Dossiers are filed with the Da Nang Department of Home Affairs.
Do investment incentives apply automatically inside the High-Tech Park?
No. The project must fall within the incentivized sectors list (Decree 96/2026/ND-CP introduced a new list from 31 March 2026) and satisfy each incentive policy conditions. The enterprise must self-review, keep eligibility proof from year one, and report consistently under Article 47 of the Law on Investment 143/2025/QH15.
Who receives R&D reports, and how often?
R&D investment is part of the quarterly and annual investment activity reports under Article 47 of the Law on Investment 143/2025/QH15 — filed with the Da Nang High-Tech Park and Industrial Zones Authority (DSEZA) and the Da Nang statistics office, in writing and via the National Investment Information System. R&D spending figures must stay consistent across periods and reconcile with accounting books.
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- First-Year Office/Headquarters Rent for an FDI Company
- First-Year Costs: Digital Signature, E-Invoices and Accounting Software
- DICA Account Opening and First-Year Bank Fees
This legal analysis has been verified against current Vietnamese regulations and cross-border FDI transaction practices by the attorneys at FLAT LAW FIRM.
