Scenario: a Korean electronics-components LLC has just received its Investment Registration Certificate for a factory in Quang Chau Industrial Park (Bac Giang), followed by its Enterprise Registration Certificate. The project will employ several hundred workers plus a team of Korean engineers for line installation and quality control — so alongside the standard tax and banking steps, work permits and investment incentives dominate the post-license agenda. A 2026 map note first: since 1 July 2025, former Bac Giang and Bac Ninh have merged into the new Bac Ninh province under Resolution 202/2025/QH15.
1. Bac Giang is now Bac Ninh: find the competent authority
Resolution No. 202/2025/QH15 (passed 12 June 2025, implemented 1 July 2025) merged the entire Bac Giang and Bac Ninh provinces into the new Bac Ninh province. The IRC for an industrial-park project is issued by the Industrial Parks Management Board as the investment registration agency — and periodic reports under Article 47 of Investment Law No. 143/2025/QH15 (effective 1 March 2026, replacing Law No. 61/2020/QH14) go back to that same agency. Practical counsel: before filing reports or amendments, confirm the board’s current official name and address, because pre-merger letterheads and portals are being consolidated. The legal framework for the IRC itself is Decree No. 96/2026/ND-CP (dated 31 March 2026, effective 15 May 2026).
2. Capital and incentives: ICA account, 90 days, and protecting recorded incentives
Open the foreign investment capital account (ICA) under Circular No. 38/2026/TT-NHNN (effective 18 August 2026, fully replacing Circular No. 06/2019/TT-NHNN) — all foreign capital contributions flow through it. Contributions must be completed within 90 days of the Enterprise Registration Certificate (Clause 2, Article 47 and Clause 2, Article 75 of Enterprise Law No. 59/2020/QH14). For electronics projects, the IRC often records investment incentives (corporate income tax, import duty). Key protection: Article 12 of Investment Law No. 143/2025/QH15 guarantees incentives when later legislation changes them, and Decree No. 96/2026/ND-CP details the procedure — the investor files a written request with the investment registration agency enclosing the license recording the incentive. Do not assume incentives apply automatically; they must be claimed and documented from day one.
3. Key personnel: foreign experts under Decree 219/2025
Electronics factories live on foreign engineers. Decree No. 219/2025/ND-CP (dated 7 August 2025, effective immediately) replaced Decree No. 152/2020/ND-CP and Decree No. 70/2023/ND-CP with business-friendly changes: experts now need only 2 years of relevant experience (down from 3); in priority sectors, a relevant bachelor’s degree plus 1 year of experience suffices; the foreign-worker demand approval is integrated into the work-permit issuance process; and the Department of Home Affairs issues permits. Foreign workers in science, technology, innovation and national digital transformation may be exempt from work permits subject to competent-authority confirmation. Start permit files before engineers enter Vietnam — onboarding a line-installation team only to discover missing permits is the costliest avoidable delay in electronics projects.
4. Tax, invoicing and accounting for an electronics plant
Tax registration follows the one-stop interlinked mechanism, but tax offices in practice require a first tax dossier within 10 working days of the Enterprise Registration Certificate: business license tax declaration, VAT method, accounting regime and depreciation registrations (Law No. 108/2025/QH15 on Tax Administration, effective 1 July 2026, replacing Law No. 38/2019/QH14). Business license tax: Decree No. 139/2016/ND-CP (amended by Decree No. 22/2020/ND-CP) — first-year exemption, declaration still mandatory before 30 January of the following year; over VND 10 billion capital: VND 3 million/year; VND 10 billion or less: VND 2 million/year. Register e-invoices under Article 15 of Decree No. 123/2020/ND-CP (tax authority responds within 1 working day) and buy a digital signature (Law No. 20/2023/QH15 on E-Transactions). Electronics exporters should also align invoicing with customs declarations from the first shipment.
5. Periodic reporting, environment, R&D and workforce
Article 47 of Investment Law No. 143/2025/QH15 requires quarterly and annual reports to the investment registration agency and the local statistics office — implemented capital, business results, labor, state budget payments, R&D investment, environmental protection — in writing and via the National Investment Information System. For electronics plants the environmental section deserves early attention: waste treatment and emissions commitments made in the project dossier become inspection checkpoints. On labor: declare workforce use within 30 days of commencing operations and report changes semi-annually (before 5 June) and annually (before 5 December) — Clause 2, Article 12 of Labor Code No. 45/2019/QH14, detailed in Article 4 of Decree No. 145/2020/ND-CP. Register employees for compulsory social insurance under Social Insurance Law No. 41/2024/QH15 (effective 1 July 2025). On seals: Article 43 of Enterprise Law No. 59/2020/QH14 (amended by Law No. 76/2025/QH15) removed the seal-specimen notification duty — the enterprise decides its own seals.
Frequently asked questions
A Korean expert is coming for 2 months of machine installation — does he need a work permit?
It depends on whether the case falls within the work-permit exemptions under Decree No. 219/2025/ND-CP. Short assignments are not automatically exempt; the enterprise must check the exemption list and prepare the dossier before the expert enters Vietnam. When in doubt, file for the permit — the cost of a refused entry or an administrative fine far exceeds the filing effort.
Contributing a used production line as capital: how is it valued?
Contributed assets must be valued by agreement among members or by a valuation organisation (Article 36 of Enterprise Law No. 59/2020/QH14), and ownership-transfer procedures completed for the company (Articles 35–36). For used imported lines, keep purchase contracts, shipping documents and the valuation report — tax and audit reviews focus on overvaluation.
Our IRC records tax incentives — if tax law changes, do we keep them?
Yes, in principle: Article 12 of Investment Law No. 143/2025/QH15 guarantees incentives when subsequent legislation alters them, and Decree No. 96/2026/ND-CP sets out the claim procedure — a written request to the investment registration agency with the license recording the incentive. The guarantee must be actively invoked, not assumed.
Hiring 1,000 workers: how is social insurance registration handled?
The employer registers all employees for compulsory social insurance under Social Insurance Law No. 41/2024/QH15 (effective 1 July 2025) and reports workforce changes to the insurance agency alongside the labor reports. With mass recruitment, set up the HR-payroll-insurance workflow before the first hiring wave, not after.
Related articles
- A Complete IRC Dossier: Cover, Index and Organization
- Balance Confirmation for Individual Foreign Investors
- ID Documents of Vietnamese Co-Investors
- Power of Attorney for Filing: Template for Foreigners
- Company Charter: 10 Clauses Foreign Investors Often Omit
This legal analysis has been verified against current Vietnamese regulations and cross-border FDI transaction practices by the attorneys at FLAT LAW FIRM.
