Corporate Legal Compliance

Corporate legal compliance: who is this service for?

• Directors and CEOs with no time to track dozens of legal deadlines each year, who need a single point of accountability for reminders and early warnings.
• FDI companies that must fulfil both the obligations of a domestic enterprise and the separate obligations of an investment project (periodic investment reports, work permits for foreign nationals, profit repatriation…).
• Businesses in conditional business lines holding multiple sub-licences with different validity periods (manufacturing, construction, education, healthcare, logistics, distribution…).
• Fast-growing companies: hiring more staff, opening branches, adding business lines — every change triggers new legal obligations.
• Companies previously fined or reminded for late filings that want to end the cycle of “firefighting” every time an inspection team arrives.
• Overseas groups and parent companies needing periodic compliance reporting on their Vietnamese subsidiary.

Legal issues clients commonly face

The most common mistake is not deliberate violation — it is not knowing what you must do and when. A company’s obligations are scattered across dozens of legal instruments: the Law on Enterprises, the Law on Tax Administration, the Labour Code, the Law on Social Insurance, the Law on Investment, the Law on Environmental Protection, the Law on Fire Prevention and Fighting… Accounting handles tax, HR handles insurance, admin handles licences — but nobody has the full picture, so obligations that “belong to no one”, such as labour-change reports or periodic investment project reports, are usually the first to be missed.

The consequences of a missed obligation rarely stop at a single fine. An FDI company that forgets to file its investment project implementation report can be fined VND 20–30 million for late reporting and VND 30–50 million for failing to follow the reporting regime (under Article 15 of Decree 122/2021/ND-CP) — not to mention a poor compliance record affecting future project adjustments and extensions. A company that fails to report labour changes on time faces a fine of VND 10–20 million (for organisations) under Decree 12/2022/ND-CP. Late social insurance contributions accrue late-payment interest; tax debts trigger enforcement and tax-code suspension — at which point every bank transaction and invoice issuance grinds to a halt.

For the legal representative, the risk is also personal: when a company is penalised, has its enterprise registration certificate revoked, or becomes insolvent, the legal representative’s liability is the first thing the authorities examine. A well-run compliance system is the “shield” that protects the person running the company.

Finally, sub-licences expiring in silence are the costliest risk. Work permits for foreign specialists, fire-safety eligibility certificates, environmental licences, business eligibility certificates… each has its own validity period and renewal procedure. By the time expiry is discovered, the company must restart the licensing process from scratch and may also be penalised for operating during the unlicensed period.

A typical annual compliance calendar

The table below summarises the most common recurring obligations. Each company will have its own calendar depending on its form (LLC, joint-stock company), industry, whether foreign-invested, and the sub-licences it holds — FLAT LAW FIRM will personalise this calendar when implementing the service.

Specific deadlines follow the instruments in force at the time of implementation and may vary by company form, industry and locality. The table above is a planning reference — the company’s official compliance calendar should be reviewed by a lawyer and updated as laws change.

Working model: in-house counsel or external lawyers?

There is no right answer for every company — but there is a right answer for each stage of growth. The comparison below helps management decide.

In practice, many companies choose a hybrid model: in-house counsel handles day-to-day work while external lawyers take on periodic reviews, complex procedures and strategic advice. FLAT LAW FIRM works flexibly in both roles — see Ongoing legal advisory and Ongoing legal advisory for FDI companies.

What does a periodic legal review uncover?

Each review cycle (usually every 06 or 12 months), FLAT LAW FIRM’s lawyers examine the company’s overall “legal health”. The issues most frequently found in practice:

• Sub-licences about to expire or already expired that the responsible department is not tracking — especially work permits for foreign nationals and business eligibility certificates.
• Labour contracts, internal labour rules and collective labour agreements missing mandatory clauses or not updated under the Labour Code 2019 and new guiding instruments.
• Company charter, member/shareholder registers no longer matching reality after capital changes, transfers or legal representative replacements.
• Missed reporting obligations: labour-change reports, periodic investment project reports, information disclosure — the tasks that “belong to no one”.
• Template contracts (sale, distribution, services, premises lease) containing disadvantageous clauses or lacking suitable dispute-resolution mechanisms.
• Personal data obligations: companies collecting and processing customer and employee data without a compliance mechanism under the current personal data protection framework.
• Intellectual property: trademarks and designs not registered for protection in Vietnam while already in commercial use.

Each review cycle produces a written report: listing issues, assessing risk levels and proposing a remediation roadmap in priority order — management can see at a glance what needs immediate action and what can be planned.

How does FLAT LAW FIRM help?

• Building a dedicated compliance calendar for the company: reviewing its form, industries and current licences to compile a complete annual obligations list, assigning an owner to each item.
• Reminders and early warnings: notifications ahead of key deadlines (filing reports, renewing licences, annual meetings…) so nothing is “remembered only when already late”.
• Periodic legal reviews every 06 or 12 months with a written risk report and a prioritised remediation roadmap.
• Drafting and filing: periodic reports, licence renewal dossiers, enterprise registration change filings — see Changes to enterprise registration.
• Handling violations and working with state authorities: when the company has been cited or received a penalty decision, we assess the decision’s validity and support complaints and explanations as prescribed.
• Ongoing advisory: answering day-to-day legal questions arising in operations within the service package scope — see Ongoing legal advisory.
• Internal training: short sessions for accounting, HR and admin staff on the obligations within each department’s remit.

Implementation process

1. Receiving company information: form, industries, workforce size, current licence portfolio, whether foreign-invested.
2. Reviewing current compliance status: a quick check of completed and outstanding obligations, licences nearing expiry, and any violations needing priority handling.
3. Building the compliance calendar and proposing a service package: annual obligations list, owner assignment, reminder mechanism; retainer quotation based on scope of work.
4. Signing and kick-off: agreeing contact points on both sides, communication channels and committed response times.
5. Recurring operation: pre-deadline reminders, drafting and filing dossiers, answering arising queries, monthly/quarterly summary reports.
6. Comprehensive review every 06–12 months: written legal health report, updating the compliance calendar as laws or the company’s situation change.

Legal updates as of September 2026

The Law on Investment 2025 (No. 143/2025/QH15), effective from 01/03/2026, replaces the Law on Investment 2020. The periodic reporting regime for investment projects continues; detailed forms and procedures follow the current guiding instruments (Decree 96/2026/ND-CP). FDI companies should review their current reporting portfolio to ensure alignment with the new framework.

Decree 219/2025/ND-CP on foreign workers in Vietnam, effective from 07/08/2025, replaces Decree 152/2020/ND-CP and Decree 70/2023/ND-CP. Companies employing foreign workers should re-check the conditions and procedures for work permit issuance and the obligation to report on foreign labour usage.

Law No. 76/2025/QH15 amending the Law on Enterprises 2020, effective from 01/07/2025, adds the obligation to declare beneficial owner information when registering enterprise registration changes — a new compliance item many companies are unaware of.

The personal data protection framework (Law No. 91/2025/QH15 and Decree 356/2025/ND-CP) introduces new obligations on processing customer and employee personal data — companies should include it in their next compliance review cycle.

The full texts of the above instruments are available on the Government’s legal normative documents system. Content on this page should be cross-checked against the instruments in force at the time of implementation.

Why choose FLAT LAW FIRM?

Compliance is not “getting it done” each time a deadline arrives — it is an operating system. What sets FLAT LAW FIRM apart is that we do not just send reminders; we take responsibility for the completeness of the obligations list: if an obligation is missed because we failed to include it in the calendar, that is our responsibility within the signed service package. The team works in Vietnamese, Chinese and English and is familiar with foreign parent companies’ compliance reporting requirements — review reports can be prepared bilingually when the group needs them. See Corporate legal services and Tax advisory for FDI companies.

Frequently asked questions

Useful links

You should talk to a lawyer if:

• The company has no complete list of the recurring legal obligations it must fulfil each year.
• It has been fined or reminded for late reports or declarations.
• Sub-licences are nearing expiry but the renewal procedure is unclear.
• An FDI company has never filed, or files irregularly, investment project implementation reports.
• It is about to scale up (more hiring, new branches, new business lines) and wants to know the resulting obligations in advance.
• The overseas parent company requires periodic compliance reporting on the Vietnamese subsidiary.