There is no single number applying to every type of corporate record. Article 11.2 of the Enterprise Law provides that retention periods “shall comply with the law” — meaning each record type has its own period set by sector-specific legislation. The clearest and most-inspected milestone concerns accounting documents: 5 years, 10 years, or permanent, depending on type.
Short answer
- General rule: the Enterprise Law (Article 11.2) sets no blanket number of years — each record type’s retention period follows the applicable specialised law.
- Clearest milestone — accounting documents (Article 41.5, Accounting Law 88/2015 + Decree 174/2016/ND-CP):
- 5 years (Article 12): ordinary accounting vouchers.
- 10 years (Article 13): financial statements, general ledgers.
- Permanent (Article 14): documents of special historical value.
- New: Law 76/2025/QH15 (effective 1 July 2025) added point h to Article 11.1 of the Enterprise Law — companies must keep a beneficial ownership list.
What the Enterprise Law requires
Article 11 of the Enterprise Law lists documents companies must retain at their head office or another location per the charter (company charter, member/shareholder registers, enterprise registration certificate, accounting documents, meeting minutes, etc.). On duration, Article 11.2 states only the principle: retention periods “shall comply with the law”.
The correct reading: the Enterprise Law mandates retention, while how long is answered by the specialised law for each document type. A company cannot cite “the Enterprise Law states no number of years” to justify early destruction.
Retention periods by record type
| Record type | Minimum period | Basis |
|---|---|---|
| Ordinary accounting vouchers (receipts, invoices…) | 5 years | Art. 12, Decree 174/2016 |
| Financial statements, general and detailed ledgers | 10 years | Art. 13, Decree 174/2016 |
| Accounting documents of special historical value | Permanent | Art. 14, Decree 174/2016 |
| Tax records (returns, payment vouchers) | Per tax administration law | See: Tax record retention for businesses |
| Labour and social insurance records | Per labour and social insurance law | Consult specialised instruments |
| Beneficial ownership list | Kept continuously, updated on changes | Art. 11.1.h, Enterprise Law (added by Law 76/2025) |
For the full checklist of records a company should maintain, see: What corporate records businesses need.
New: the beneficial ownership list
Law 76/2025/QH15 (effective 1 July 2025) added point h to Article 11.1 of the Enterprise Law, bringing the beneficial ownership list into the set of documents companies must retain. This creates a new retention duty — companies should:
- Compile the list per the statutory criteria (individuals directly/indirectly owning charter capital or exercising control).
- Update promptly when the ownership structure changes.
- File it with the corporate legal dossier for production when authorities request it.
Consequences of inadequate retention
- Administrative penalties: destroying or losing accounting documents before the retention period expires is penalised under accounting law; failing to keep complete corporate records is penalised under enterprise-registration law.
- Disadvantage in disputes: lost vouchers and books mean lost evidence when disputing with partners, tax authorities, or employees.
- Inspection risk: tax, audit, and inspection bodies may demand records within the retention period; failure to produce them counts as a breach of duty.
What businesses should do
- Internal retention schedule: list each record group — period — legal basis — responsible person, posted at the storage location.
- Destruction rules: destroy only after all applicable periods (accounting, tax, labour…) have expired, with minutes/a destruction council.
- Digital + paper: electronic storage must ensure integrity and retrievability; some documents still require paper under sector rules.
- Update the beneficial ownership list per Law 76/2025 — a new item many companies still overlook.
FAQ
Once the 5/10 years pass, may records be destroyed immediately? Only if no other retention duty still binds them (e.g., ongoing disputes or inspections; tax/labour law requiring longer periods). Destruction must follow the prescribed minutes procedure.
Can electronic storage replace paper? It depends on the document type and sector rules. Valid e-vouchers equal paper if digital-signature and integrity conditions are met; but some records (e.g., a signed paper shareholder register) still need paper retention.
Does a 1–2-year-old startup need to worry about retention periods? Yes — the retention duty arises when each document is created. Building a filing system from day one costs far less than recovering lost records later.
Sources
- Enterprise Law: Article 11.1, 11.2 (documents to retain; periods per applicable law); in force.
- Law 76/2025/QH15 (effective 1 July 2025): added Article 11.1.h to the Enterprise Law — beneficial ownership list.
- Accounting Law 88/2015/QH13, Article 41.5; Decree 174/2016/ND-CP: Article 12 (5 years), Article 13 (10 years), Article 14 (permanent); in force.
Need a records-system review? FLAT Law Firm advises on building record checklists, retention schedules, and compliant document-destruction procedures. Contact us at https://flaw.vn/en/contact/.
This article is for general reference under current law as of 14 October 2026 and does not constitute legal advice for any specific matter. Consult a lawyer before acting.
Transparency note: This article was produced by FLAT Law Firm’s AI content production system and is going through internal review before publication. It has not been reviewed by a human lawyer.