Many companies discover legal risks only when a dispute erupts or an authority inspection begins. A periodic legal health check is the proactive alternative: a systematic review of the company’s compliance status across business areas, recording what passes, what fails, and proposing a remediation roadmap. The findings are consolidated into a periodic legal health check report. The first point to grasp: Vietnamese law prescribes no mandatory template for this report — it is a service product or a self-built corporate tool. This article presents a reference template of 11 sections drawn from the common compliance areas.
Applicable legal framework
Because no legal normative document regulates the periodic legal health check report template, companies must never cite phrases such as “per the template of Circular/Decree No. …” in the report — every circulating template is only a reference template. When an external law firm is engaged to perform the review, the parties sign a written legal services contract under Article 26 of the Law on Lawyers 65/2006/QH11 (amended by Law 20/2012/QH13), clearly setting out the review scope, deliverables (including the report) and confidentiality duties.
The 11 sections of the reference template
1. Corporate & governance. Enterprise registration certificate (whether registered contents still match actual operations), company charter (updated for personnel or capital changes), sub-licences/eligibility certificates for conditional business lines, shareholder/member registers, meeting minutes and resolutions of the Members’ Council/Board of Directors/General Meeting of Shareholders.
2. Labour. Labour contracts (contract types, mandatory contents), registered internal labour regulations (where registration is required), collective labour agreements, social/health/unemployment insurance records, occupational safety and hygiene.
3. Tax. Filing and payment of taxes, corporate and personal income tax finalisation, application of tax incentives (if any), invoices and vouchers, prior tax inspection conclusions and the status of implementing recommendations.
4. Contracts. The contract templates in use, validity of material contracts under performance, clauses on breach penalties/damages/dispute resolution, contracts showing signs of dispute or delayed performance.
5. Investment. Investment registration certificate (IRC), enterprise registration certificate for contributed capital (ERC), satisfaction of investment conditions for the business lines, project progress against commitments, periodic reports to regulators.
6. Land. Land use right certificates / ownership certificates of land-attached assets, land lease contracts (term, rent, purpose of use), mortgages or disputes over land use rights.
7. Intellectual property. Registered trademarks and trade names, copyrights in documents/software/content, use of third-party IP (licences, infringement exposure).
8. Disputes & compliance. Ongoing cases (courts, arbitration, mediation), customer/partner complaints, compliance with administrative sanction decisions (if any).
9. Environment / fire prevention (where applicable). Environmental licences, environmental impact assessment reports (where required), fire-prevention acceptance and periodic inspection records.
10. Personal data. Compliance with the Law on Personal Data Protection 91/2025/QH15 (effective 01/01/2026): data classification, data-subject consent, protection measures, breach-incident handling procedures.
11. Conclusions & prioritised recommendations. A consolidated list of non-compliance items, risk ratings (high/medium/low), a proposed remediation timeline for each item, and assigned responsibilities.
Frequently asked questions
How often should a legal health check be done? The common practice is every 12 months, or immediately upon major changes (capital increases, ownership changes, new business lines, mergers). Companies in conditional sectors should review more frequently.
Who prepares the report? In-house counsel may prepare it using the reference template; for complex scopes or where an independent view is needed, companies engage a law firm under a legal services contract.
Does the report have mandatory legal force? No. It is an internal governance tool — not a mandatory legal document and not a substitute for conclusions of competent state authorities.
Need a periodic legal health check or an internal compliance framework for your company? Reach us via the Contact page of FLAT Law Firm.
The information in this article is for reference only and does not constitute legal advice.
The legal content of this article is reviewed by FLAT’s AI Legal Council and submitted to the owner for approval; it is not an opinion of a licensed lawyer and does not replace legal advice for specific cases.
