First-Year Compliance Checklist for a Newly Established FDI Company

Receiving the Investment Registration Certificate (IRC) and the Enterprise Registration Certificate (ERC) is only the starting line of this first-year compliance FDI company Vietnam checklist. In practice, many FDI companies are penalized or have their operations blocked not because they lack licenses, but because they miss compliance obligations arising in the first 12 months after establishment: enterprise information disclosure, on-time capital contribution, the investment capital account, e-invoices, labor declarations, social insurance, work permits for foreigners, periodic investment reports. Each obligation carries a specific deadline, and missed deadlines are usually discovered only when state authorities inspect.

This article is a complete first-year compliance FDI company Vietnam checklist of 16 tasks, arranged chronologically, each stating what must be done, why it is mandatory, how to do it, and practical notes with the legal bases in force as of September 2026.

Scope: this checklist starts from the moment the company already has its IRC and ERC. If you are still preparing the IRC application, see the IRC dossier checklist for manufacturing FDI companies (T-015) and the 20 FAQs on establishing an FDI company (T-025) in the same cluster.

Table of contents

• Key deadline summary
• 1. Disclose enterprise registration content within 30 days
• 2. Contribute the full charter capital within 90 days of ERC issuance
• 3. Open and correctly use the investment capital account at a licensed bank
• 4. Register for tax and complete initial tax declaration obligations
• 5. Business license fee: abolished from 01/01/2026
• 6. Register e-invoices before issuing any invoice
• 7. Register digital signatures and e-transaction accounts
• 8. Declare labor use within 30 days; periodic reports every 6 months and annually
• 9. Register compulsory social insurance within 30 days; apply the 2026 regional minimum wages
• 10. Work permits for foreigners working in Vietnam
• 11. Review conditional business sectors and obtain sub-licenses
• 12. Complete fire prevention, fighting, and rescue obligations
• 13. Environmental license or environmental registration before operation
• 14. Comply with personal data protection obligations
• 15. Quarterly and annual investment activity reports
• 16. Audit of the first fiscal year's financial statements
• The most common first-year mistakes
• Frequently asked questions
• When to work with a lawyer
• References

Key deadline summary

1. Disclose enterprise registration content within 30 days

What: Within 30 days of being issued the Enterprise Registration Certificate, the company must publicly announce its enterprise registration content on the National Enterprise Registration Portal.

Why: This is a mandatory disclosure obligation under Article 32 of the 2020 Enterprise Law (59/2020/QH14). Company information is only deemed properly disclosed when it appears on the National Portal; failure to disclose may result in administrative penalties and difficulties when partners or banks look up the company's legal information.

How: Submit the disclosure request with the disclosure fee through the Business Registration Office or online on the National Enterprise Registration Portal. After successful disclosure, keep the receipt and verify the displayed information is accurate.

Watch out: Every later change to enterprise registration content (head office address, legal representative, charter capital, business lines) must also be disclosed within a similar timeframe. Newly established FDI companies often change information in the first year, so build this into internal procedures.

Legal basis: Article 32 of the 2020 Enterprise Law.

2. Contribute the full charter capital within 90 days of ERC issuance

What: Members and shareholders must contribute in full the assets committed at establishment within 90 days of being issued the Enterprise Registration Certificate, unless the company charter sets a shorter period.

Why: This is the investor's core obligation, under Article 47 (multi-member LLCs), Article 75 (single-member LLCs), and Article 113 (joint-stock companies) of the 2020 Enterprise Law. Capital contributed through the investment capital account is also the basis on which authorities assess the seriousness of the investment commitment recorded in the IRC.

How: Transfer the capital contribution from abroad into Vietnam through the company's investment capital account at a licensed bank (see Item 3), in the correct currency and from the correct contributing entity as registered. Keep all remittance vouchers, bank statements, and capital contribution confirmation minutes.

Watch out: If the 90 days expire without full contribution, the company must register a charter capital reduction to the actually contributed amount within the statutory period; members who have not contributed in full remain liable corresponding to their committed capital for financial obligations incurred. Late contribution may also be subject to administrative penalties. To increase capital later, the company must file an enterprise registration change and update the IRC if total investment capital changes.

Legal basis: Articles 47, 75, 113 of the 2020 Enterprise Law.

3. Open and correctly use the investment capital account at a licensed bank

What: The FDI company opens an investment capital account (the current name being "Foreign Investment Account in Vietnam") at a bank licensed for foreign exchange operations in Vietnam, and channels all capital contribution, profit remittance, and outward capital transfers through this account.

Why: All direct foreign investment capital flows into and out of Vietnam must go through the investment capital account under the State Bank's regulations. Capital contributions not channeled through the account may not be recognized and can cause trouble when remitting profits abroad later.

How: Contact a licensed bank to open the investment capital account in foreign currency and/or Vietnamese dong. A convenience under the new rules: companies may open the investment capital account before the IRC is issued or adjusted, to receive charter capital and pay legitimate expenses related to investment preparation activities in Vietnam.

Watch out: From 18/8/2026, Circular 38/2026/TT-NHNN replaces Circular 06/2019/TT-NHNN, and the name "Foreign Direct Investment Capital Account" (DICA) is no longer used. Use the correct new name when dealing with banks to avoid dossier confusion.

Legal basis: Circular 38/2026/TT-NHNN (effective 18/8/2026), Article 7(3) on opening the account before IRC issuance.

4. Register for tax and complete initial tax declaration obligations

What: Complete the first-time tax registration and set up all periodic tax declaration and payment obligations as soon as the company starts operating, even before revenue arises.

Why: The company's tax code is issued together with the Enterprise Registration Certificate under the inter-agency mechanism (Decree 168/2025/ND-CP on enterprise registration, effective 01/7/2025, replacing previous inter-agency rules). However, the company must still proactively register its declaration methods, VAT declaration periods, corporate income tax, and personal income tax with the directly managing tax authority. Article 10 of the 2025 Law on Tax Administration (108/2025/QH15, effective 01/7/2026, replacing the 2019 Law on Tax Administration) provides: enterprises register for tax together with enterprise registration under the one-stop inter-agency mechanism (the tax code is issued on the enterprise registration date); cases outside the inter-agency mechanism register directly with the tax authority. Decree 252/2026/ND-CP details the deadline: first-time tax registration within 10 working days from the issuance of the establishment license or decision, or from the start of business operations for organizations registering directly with the tax authority.

How: Work with the managing Sub-Department of Taxation to confirm: the VAT calculation method (credit or direct), the tax declaration period (monthly or quarterly), bank account registration with the tax authority for e-tax payment, and e-invoice registration (Item 6). Set up an internal tax declaration calendar from the first month.

Watch out: A company with no revenue must still file tax declarations on time (nil returns); late filing is subject to administrative tax penalties regardless of whether any tax is payable. Initial tax declaration dossier details may vary by locality — confirm directly with the managing tax authority.

Legal basis: Article 10 of the 2025 Law on Tax Administration (108/2025/QH15); Decree 252/2026/ND-CP; Circular 89/2026/TT-BTC; Decree 168/2025/ND-CP.

5. Business license fee: abolished from 01/01/2026

What: From 2026, companies no longer have to declare or pay the business license fee.

Why: Article 10(7) of Resolution 198/2025/QH15 on special mechanisms and policies for private-sector development ends the collection and payment of the business license fee from 01/01/2026. Decree 362/2025/ND-CP then abolished Decree 139/2016/ND-CP and Decree 22/2020/ND-CP on the business license fee. This is a major change many foreign investors have not yet caught up with, since the fee used to be a "default" obligation for every newly established company for many years.

How: FDI companies established from 2026 do not need to file business license fee declarations or pay the fee for 2026 and subsequent years.

Watch out: The abolition applies only from 01/01/2026 onward. If the company has outstanding business license fee obligations from years before 2026 (e.g., when acquiring a company established earlier), those obligations must still be settled. When reviewing compliance for a company newly established in 2026, this is an item "removed" from the checklist versus prior years — but record the basis clearly for explanation when needed.

Legal basis: Article 10(7) of Resolution 198/2025/QH15; Decree 362/2025/ND-CP.

6. Register e-invoices before issuing any invoice

What: Register e-invoice use with the tax authority before the company issues invoices for any sale of goods or provision of services.

Why: Under Decree 254/2026/ND-CP and Circular 91/2026/TT-BTC, organizations and companies selling goods or providing services must issue e-invoices to buyers. Companies must register e-invoice use and be accepted by the tax authority before use. Issuing invoices without registration or using invalid invoices is an invoice violation subject to heavy penalties.

How: Submit the e-invoice use registration declaration (Form 01/ĐK-HĐĐT) via the General Department of Taxation's electronic portal, choosing invoices with or without tax authority codes depending on eligibility, and register the digital signature used on invoices.

Watch out: Even if the company mainly spends on investment in the first year with no revenue yet, complete e-invoice registration early so you are ready for the first transaction. Valid input invoices during the investment phase are a condition for VAT credit and refund later.

Legal basis: Decree 254/2026/ND-CP; Circular 91/2026/TT-BTC.

7. Register digital signatures and e-transaction accounts

What: Purchase a digital signature (token/USB or remote signature) for the company and register it for e-transactions with the tax authority, the social insurance authority, and the banking system.

Why: Most corporate compliance obligations are now performed online: filing e-tax declarations, issuing e-invoices, declaring social insurance, submitting reports. Without a digital signature, the company cannot complete these procedures on time.

How: Contract with a licensed public digital signature certification service provider, register the digital signature information with the tax authority via the e-tax system, and register an e-transaction account for social insurance.

Watch out: The digital signature must be in the company's name (the company's tax code) — do not use the director's personal signature to sign the company's tax declarations. Assign internal signature users and maintain procedures for safeguarding the private-key storage device.

Legal basis: The legal framework on e-transactions and the guidance of the General Department of Taxation and Vietnam Social Security on e-declarations.

8. Declare labor use within 30 days; periodic reports every 6 months and annually

What: Within 30 days of starting operations, the employer must declare labor use to the provincial labor authority where the head office, branch, or representative office is located. Then, report labor changes periodically every 6 months and annually.

Why: This is the obligation under Article 12(2) of the 2019 Labor Code (45/2019/QH14). Labor declarations let state management authorities track the company's workforce and serve as the linked basis for social insurance obligations and statistical reports. Failure to declare or false reporting may be subject to administrative penalties in the labor field.

How: Maintain a labor management book with full employee information under Article 3 of Decree 145/2020/ND-CP; submit the labor use declaration and the periodic reports every 6 months (before 05/6) and annually (before 05/12) under Article 4 of Decree 145/2020/ND-CP, now done online via the National Public Service Portal or the local Department of Home Affairs.

Watch out: This obligation applies even when the company has only its first few employees, including foreign managers. Every hire and every labor contract termination must be updated in the labor management book.

Legal basis: Article 12(2) of the 2019 Labor Code; Articles 3 and 4 of Decree 145/2020/ND-CP.

9. Register compulsory social insurance within 30 days; apply the 2026 regional minimum wages

What: Within 30 days of signing labor contracts or hiring employees, the employer must register employees for compulsory social insurance and make full monthly contributions.

Why: Article 28 of the 2024 Law on Social Insurance (41/2024/QH15, effective 01/7/2025) sets the deadline for compulsory social insurance registration. Late or evaded contributions are subject to administrative penalties calculated by the number of employees and months of violation, plus full payment of arrears with interest.

How: Register the unit for first-time social insurance participation with the social insurance authority where the head office is located; monthly, declare workforce increases/decreases and pay social insurance, health insurance, and unemployment insurance on time via the e-transaction system.

Watch out: The salary used as the social insurance contribution base must not be lower than the regional minimum wage where the employee works. From 01/01/2026, new regional minimum wages apply under Decree 293/2025/ND-CP: Region I 5,310,000 VND/month, Region II 4,730,000 VND/month, Region III 4,140,000 VND/month, Region IV 3,700,000 VND/month. An FDI company should check the correct region for each location under the decree's appendix.

Legal basis: Article 28 of the 2024 Law on Social Insurance; Decree 293/2025/ND-CP.

10. Work permits for foreigners working in Vietnam

What: Before a foreign employee starts working at the company, obtain a work permit or a certificate confirming the foreign employee is not subject to work permit requirements, depending on the case.

Why: A foreigner working in Vietnam without a valid work permit or exemption certificate exposes both the employee and the employer to administrative penalties; in serious cases, the foreigner may be expelled. This is one of the most common violations by FDI companies in the first year, when specialists and managers from the parent company start working before the permit procedures are complete.

How: Determine the job position (manager, executive director, expert, technical worker) and check whether it falls under a work-permit exemption — e.g., foreigners entering Vietnam to work for under 90 days in a year as managers, executive directors, experts, or technical workers are exempt from work permit requirements. If not exempt, apply for a work permit with the competent authority. From 07/8/2025, authority and procedures follow Decree 219/2025/ND-CP (replacing the foreign-labor rules in Decrees 152/2020/ND-CP and 70/2023/ND-CP), under which work permit issuance authority belongs to the provincial People's Committee and procedures have been integrated and shortened.

Watch out: Work permits are valid for a maximum of 2 years and must be renewed or reissued on expiry or job-position changes. The foreigner needs a valid work permit before signing the official labor contract and before registering long-term temporary residence.

Legal basis: Decree 219/2025/ND-CP (effective 07/8/2025).

11. Review conditional business sectors and obtain sub-licenses

What: Compare all business lines registered on the ERC against the list of conditional investment/business sectors, identify which need sub-licenses (business eligibility licenses, certificates, sectoral approvals), and complete them before actual business operations begin.

Why: The Enterprise Registration Certificate only records the right to conduct business lines; for conditional sectors, a company may only operate when it meets the conditions and holds the sectoral license. Operating a conditional sector without a sub-license is a sectoral administrative violation that can lead to suspension.

How: List the registered business lines by VSIC code; compare against Appendix IV of the 2025 Investment Law (the conditional sector list) and the corresponding specialized legal documents (public order, fire safety, food safety, healthcare, education, logistics, e-commerce…); build a sub-license roadmap prioritized by the operating plan.

Watch out: The conditional sector list and specific conditions change with each specialized document — do not mechanically apply old lists from prior years. For FDI companies, some sectors are also subject to market-access restrictions under international commitments; check both investment conditions and business conditions in parallel.

Legal basis: Appendix IV of the 2025 Investment Law; specialized legal documents by sector.

12. Complete fire prevention, fighting, and rescue obligations

What: Fully meet fire prevention, fighting, and rescue (FPF&R) requirements for the company's offices, factories, and warehouses according to scale and fire/explosion hazard level.

Why: The 2024 Law on Fire Prevention, Fighting, and Rescue (55/2024/QH15, effective 01/7/2025, replacing the 2001 Fire Law) sets the FPF&R obligation framework for facilities. For a manufacturing FDI company building a factory, fire-safety design approval and fire-safety acceptance are mandatory conditions before the works are put into use. Putting a facility into operation without fire-safety acceptance can lead to suspension and heavy penalties.

How: Determine whether the facility is subject to fire-safety design approval and acceptance; prepare the approval dossier before construction; after construction is complete, request fire-safety acceptance; issue internal rules, establish the facility fire brigade, equip firefighting means, and organize drills as prescribed.

Watch out: Fire-safety obligations are not a one-time construction procedure. Throughout operations, the company must maintain fire-safety conditions, maintain equipment, conduct periodic training, and undergo inspections by the Fire Police. Any renovation or change of factory function must be reassessed for fire safety.

Legal basis: The 2024 Law on Fire Prevention, Fighting, and Rescue (55/2024/QH15).

13. Environmental license or environmental registration before operation

What: Complete the environmental procedure — an environmental license or environmental registration depending on the project's scale, capacity, and type — before the project is officially put into operation.

Why: The 2020 Law on Environmental Protection (72/2020/QH14) and Decree 08/2022/ND-CP classify investment projects into those requiring an environmental license, those requiring environmental registration, and exempt cases. Operating a project without completing the environmental procedure is an environmental administrative violation that can lead to suspension and costly remediation orders.

How: Based on the project's scale, capacity, sector, and environmental sensitivity, determine which category applies; prepare the environmental license application dossier or complete environmental registration with the competent authority (the Ministry of Natural Resources and Environment, the provincial People's Committee, or the industrial park management board under decentralization); complete this before trial and official operation.

Watch out: Environmental procedures often take significant preparation time (monitoring, report preparation, consultations), so start in parallel with construction — do not wait until the factory is complete. Project classification must be checked carefully against the regulations; do not self-conclude.

Legal basis: The 2020 Law on Environmental Protection; Decree 08/2022/ND-CP.

14. Comply with personal data protection obligations

What: Establish compliance measures under the Personal Data Protection Law for the data of employees, customers, and partners that the company collects and processes in its first year.

Why: The 2025 Personal Data Protection Law (91/2025/QH15, effective 01/01/2026) sets out obligations of personal data controllers and processors, including processing principles, notifying data subjects, ensuring data security, and handling incidents. An FDI company already processes personal data of employees (personnel files, biometric attendance), customers, and suppliers from year one; violations may be subject to significant administrative penalties.

How: Review the personal data flows the company processes; issue an internal personal data protection policy; add data-processing consent clauses in labor contracts and partner contracts; assign data access rights; build an incident response process for data leaks.

Watch out: For FDI companies with an overseas parent, transferring personal data of employees and customers in Vietnam abroad (e.g., storage on the group's centralized management system) is specially regulated under the law and needs careful assessment before implementation.

Legal basis: The 2025 Personal Data Protection Law (91/2025/QH15).

15. Quarterly and annual investment activity reports

What: Quarterly and annually, report to the investment registration authority and the local statistical authority on the investment project's implementation.

Why: Article 47 of the 2025 Investment Law (143/2025/QH15, effective 01/3/2026) requires investors and economic organizations implementing investment projects to report periodically every quarter and year on implemented investment capital, business results, labor information, state budget contributions, R&D investment, environmental treatment and protection, and sector-specific indicators. This is a standalone obligation under investment law, independent of tax reporting and statistical reporting under enterprise law.

How: Report in writing and through the National Investment Information System under the guidance of the investment registration authority (the Department of Finance or the industrial/economic zone management board where the project is located). Set up an internal quarterly reporting calendar from the first quarter after the IRC.

Watch out: The reporting obligation applies even when the project is under construction with no revenue — the report then focuses on implemented investment capital and deployment progress. Failure to report or late reporting may be subject to administrative penalties in the investment field and affect later IRC adjustments and extensions.

Legal basis: Article 47 of the 2025 Investment Law.

16. Audit of the first fiscal year's financial statements

What: Engage an independent auditing firm to audit the company's annual financial statements in the very first fiscal year.

Why: Foreign-invested companies are subject to mandatory annual financial statement audits under Article 15 of Decree 17/2012/ND-CP detailing the 2011 Law on Independent Audit. Audited financial statements are mandatory documents for corporate income tax finalization and profit remittance abroad, and are the basis for authorities to assess the project's financial situation.

How: Sign the audit engagement with an approved auditing firm during the fiscal year (not close to the filing deadline); cooperate in providing vouchers and accounting books under the standards; receive the audit report and archive it with the financial statements.

Watch out: The first fiscal year of a newly established company may be shorter than 12 months (if established after Q1) or may be merged into the following year under the Accounting Law in some cases, but the audit obligation still applies to the prepared financial reporting period. Discuss the applicable accounting period for the first year with the auditor early.

Legal basis: The 2011 Law on Independent Audit; Article 15 of Decree 17/2012/ND-CP.

The most common first-year mistakes

From our advisory practice, newly established FDI companies typically fall into five mistake groups. First, missing the 30-day deadline for disclosing enterprise registration content because they think the ERC is the end of it. Second, transferring capital contributions outside the investment capital account or missing the 90-day contribution deadline without adjusting charter capital. Third, hiring employees and letting foreigners start work before completing labor declarations, social insurance, and work permits. Fourth, issuing invoices before registering e-invoice use. Fifth, missing quarterly investment activity reports by confusing them with tax reports — these are two completely different reporting systems sent to two different authorities.

These mistakes share one trait: fixing them always costs far more than doing them right from the start — administrative fines, time spent explaining to state authorities, and the risk of blocked business operations. This is why a first-year compliance FDI company Vietnam checklist should be turned into an internal compliance calendar from the very first week after the ERC.

Frequently asked questions

Does a company newly established in 2026 have to file a business license fee declaration?

No. From 01/01/2026, collection and payment of the business license fee has ended under Article 10(7) of Resolution 198/2025/QH15, and Decree 362/2025/ND-CP abolished the decrees on the business license fee. Companies established from 2026 do not declare or pay the business license fee. In a first-year compliance FDI company Vietnam checklist applied from 2026, this item is removed from the mandatory list.

What to do if the 30-day enterprise registration disclosure deadline is missed?

Make a supplementary disclosure immediately on the National Enterprise Registration Portal and pay the disclosure fee as prescribed. Late disclosure does not invalidate the Enterprise Registration Certificate, but the company may be subject to administrative penalties on enterprise registration. More importantly, check whether any registration content changes arose during the undisclosed period that need simultaneous disclosure.

What if the investor has not contributed the full capital after 90 days?

The company must register a charter capital adjustment to the actually contributed amount, and review the total investment capital on the IRC if the capital reduction changes the project's capital structure. Members/shareholders who have not contributed in full remain liable corresponding to their committed capital. In the long run, under-contribution affects the investor's credibility with authorities and may complicate later project adjustments and expansions.

Must a company with no revenue still file quarterly investment activity reports?

Yes. Article 47 of the 2025 Investment Law does not exempt projects without revenue from the reporting obligation. During the basic construction phase, the report focuses on implemented investment capital, deployment progress, labor, and other relevant matters. This obligation is independent of tax declarations — filing tax returns in full does not substitute for investment reports.

When to work with a lawyer

Not every FDI company needs a lawyer alongside for the entire first year, but there are moments when a lawyer's involvement avoids large risks at reasonable cost. First, right after the ERC: review all 16 items of this first-year compliance FDI company Vietnam checklist, determine the deadlines applicable to the company's specific case, and set up an internal compliance calendar. Second, when the capital structure, investors, or project location change from the issued IRC: assess whether the change requires an IRC adjustment. Third, when hiring the first foreigner or deploying a conditional business sector: determine the correct license type and procedure sequence. Fourth, when receiving an explanation request, inspection, or examination from any state authority: prepare the dossier and working plan instead of reacting passively.

Doing first-year compliance right builds operating discipline for many years; doing it wrong leaves fines and bad records that are hard to fix. If your company needs a review of its current compliance status, a 12-month compliance calendar, or handling of violations already incurred, contact FLAT Law Firm via hotline 0988424851.

References

• 2025 Investment Law (143/2025/QH15), passed by the National Assembly on 11/12/2025, effective from 01/3/2026.
• 2020 Enterprise Law (59/2020/QH14).
• 2019 Labor Code (45/2019/QH14).
• 2025 Law on Tax Administration (108/2025/QH15), effective 01/7/2026, replacing the 2019 Law on Tax Administration.
• 2024 Law on Social Insurance (41/2024/QH15), effective from 01/7/2025.
• 2020 Law on Environmental Protection (72/2020/QH14).
• 2024 Law on Fire Prevention, Fighting, and Rescue (55/2024/QH15), effective from 01/7/2025.
• 2025 Personal Data Protection Law (91/2025/QH15), effective from 01/01/2026.
• 2011 Law on Independent Audit (67/2011/QH12).
• Resolution 198/2025/QH15 on special mechanisms and policies for private-sector development.
• Decree 168/2025/ND-CP on enterprise registration.
• Decree 362/2025/ND-CP abolishing the decrees on the business license fee.
• Decree 254/2026/ND-CP on e-invoices and e-documents (effective 1/7/2026, replacing Decree 123/2020/ND-CP).
• Decree 145/2020/ND-CP detailing the Labor Code on working conditions and labor relations.
• Decree 219/2025/ND-CP on foreign employees working in Vietnam, effective from 07/8/2025.
• Decree 293/2025/ND-CP on minimum wages for employees under labor contracts, effective from 01/01/2026.
• Decree 08/2022/ND-CP detailing the Law on Environmental Protection.
• Decree 17/2012/ND-CP detailing the Law on Independent Audit.
• Circular 38/2026/TT-NHNN on foreign exchange management for foreign investment in Vietnam, effective from 18/8/2026.
• Circular 89/2026/TT-BTC detailing implementation of the 2025 Law on Tax Administration and Decree 252/2026/ND-CP on e-transactions, tax declaration, tax payment, tax refunds, exemptions/reductions and tax inspection (effective 1/7/2026, replacing Circular 80/2021/TT-BTC).
• Circular 91/2026/TT-BTC guiding the 2025 Law on Tax Administration and Decree 254/2026/ND-CP on e-invoices and e-documents (effective 1/7/2026, replacing Circular 32/2025/TT-BTC).