Scenario: a Taiwanese precision-engineering LLC has just received its Investment Registration Certificate for a plastics-components factory in My Phuoc Industrial Park (Ben Cat, Binh Duong), followed by its Enterprise Registration Certificate. The project director — investing in Vietnam for the first time — asks: now that we hold the licenses, what comes next? The answer is a chain of 10 follow-up procedures, with one Binh Duong-specific twist in 2026: since 1 July 2025, the entire Binh Duong province has been merged into Ho Chi Minh City under Resolution 202/2025/QH15, so all dealings with state agencies now go through HCMC authorities.
1. Legal framework and the new administrative map
Law No. 143/2025/QH15 on Investment (passed 11 December 2025, effective 1 March 2026, replacing Law No. 61/2020/QH14) is the current statute governing Investment Registration Certificates (IRCs). Decree No. 96/2026/ND-CP (dated 31 March 2026, effective 15 May 2026) details and guides implementation of the 2025 Investment Law. For projects inside industrial parks, the IRC is issued by the Industrial Parks Management Board acting as the investment registration agency. On boundaries: Resolution No. 202/2025/QH15 (passed 12 June 2025, implemented from 1 July 2025) merged the whole of Binh Duong province, Ba Ria–Vung Tau province and Ho Chi Minh City into the new Ho Chi Minh City. Practical tip: before filing anything, confirm the current name of the competent authority (for example, the directly managing tax office now sits within the HCMC Tax Department system) to avoid filing at an obsolete address.
2. Capital flows: opening the ICA account and the 90-day contribution deadline
The most important 2026 update: Circular No. 38/2026/TT-NHNN (effective 18 August 2026) has fully replaced Circular No. 06/2019/TT-NHNN. The old direct investment capital account (ICA) is now the foreign investment capital account in Vietnam (ICA account). All capital contributions, profit remittances and investment capital transfers by foreign investors must go through an ICA account opened at a licensed bank. On contribution timing: Clause 2, Article 47 (multi-member LLCs) and Clause 2, Article 75 (single-member LLCs) of Enterprise Law No. 59/2020/QH14 require members or owners to contribute in full, in the committed asset type, within 90 days of the Enterprise Registration Certificate issuance date — excluding time for transporting and importing contributed assets and completing ownership-transfer procedures. Practical advice from counsel: wire contributions with a clear transfer description stating charter-capital contribution, and keep bank slips to explain to tax authorities or auditors later.
3. Tax duties, e-invoicing and digital signatures
Tax registration follows the one-stop interlinked mechanism together with enterprise registration — the tax code is the enterprise code. In practice, however, local tax offices still require a first tax dossier within 10 working days of the Enterprise Registration Certificate: the business license tax declaration, VAT calculation method registration, applied accounting regime registration, and fixed-asset depreciation method registration. The legal basis is Law No. 108/2025/QH15 on Tax Administration (effective 1 July 2026, replacing Law No. 38/2019/QH14). On business license tax: Decree No. 139/2016/ND-CP (amended by Decree No. 22/2020/ND-CP, Clause 8, Article 3) exempts newly established organisations for their first year; the enterprise must still declare once, filing the declaration before 30 January of the year following establishment; rates depend on charter or investment capital — over VND 10 billion: VND 3 million per year; VND 10 billion or less: VND 2 million per year. On invoicing: Article 15 of Decree No. 123/2020/ND-CP requires enterprises to register for e-invoice use through an e-invoicing service provider; within 1 working day of receiving the registration, the tax authority notifies acceptance or rejection. Buy a digital signature (under Law No. 20/2023/QH15 on E-Transactions) before signing e-tax filings and issuing e-invoices.
4. Labor: workforce declaration, work permits, social insurance
For a factory planning several hundred workers, labor duties come in three layers. First, workforce declaration: Clause 2, Article 12 of Labor Code No. 45/2019/QH14 requires declaring workforce use within 30 days of commencing operations and periodically reporting workforce changes. Decree No. 145/2020/ND-CP (Article 4) details this: semi-annual reports (before 5 June) and annual reports (before 5 December) via the National Public Service Portal using Form 01/PLI, with notice to the social insurance agency. Practical note: enterprises established under the interlinked mechanism (Decree No. 122/2020/ND-CP) already declared workforce use in their enterprise registration application, so no separate declaration is needed at establishment; reports now go to the Department of Home Affairs after the apparatus reshuffle. Second, foreign workers: Decree No. 219/2025/ND-CP (dated 7 August 2025, effective immediately) replaces Decree No. 152/2020/ND-CP and Decree No. 70/2023/ND-CP; notably, experts now need only 2 years of relevant experience (previously 3), priority sectors need a relevant bachelor’s degree plus 1 year of experience, the foreign-worker demand approval is integrated into the work-permit issuance process, and the issuing authority is the Department of Home Affairs. Third, social insurance: Social Insurance Law No. 41/2024/QH15 (effective 1 July 2025) requires registering employees for compulsory social insurance.
5. Company seal, signage, periodic reporting and factory sub-licenses
On seals, many investors still follow the old habit of notifying the seal specimen — but Article 43 of Enterprise Law No. 59/2020/QH14 (amended by Law No. 76/2025/QH15) removed that duty: enterprises decide the type, quantity, form and content of their seals themselves; management and custody follow the company charter. Simply have the seal carved and hang a name sign at the head office (in practice, tax officers often verify the business location). On periodic reporting: Article 47 of Investment Law No. 143/2025/QH15 requires investors to report quarterly and annually to the investment registration agency and the local statistics office on project implementation — implemented investment capital, business results, labor information, state budget payments, R&D investment, environmental protection — in writing and via the National Investment Information System. Finally, a manufacturing plant should review sub-licenses early: fire prevention and environmental approvals depending on scale and capacity — start them in parallel from day one, as these procedures often take the longest.
Frequently asked questions
Our IRC was issued in May 2025 with a Binh Duong province address — must it be reissued after the merger?
No. A boundary change alone does not require IRC reissuance. However, every subsequent procedure — periodic reports, IRC amendments, tax dealings — goes to the competent HCMC authority (the former Binh Duong area). When the IRC is next amended, the address will be updated to the new administrative map.
Contributing machinery imported from Taiwan: when does the 90-day clock start, and is shipping time counted?
The 90 days run from the Enterprise Registration Certificate issuance date; time for transporting and importing contributed assets and completing ownership-transfer procedures is excluded (Clause 2, Article 47 and Clause 2, Article 75 of Enterprise Law No. 59/2020/QH14). Keep bills of lading and customs declarations to evidence the timeline if questioned.
A 400-worker factory: is the workforce declaration a one-time or repeated filing?
The initial declaration is filed once, within 30 days of commencing operations (Clause 2, Article 12 of Labor Code No. 45/2019/QH14). Afterwards, report workforce changes semi-annually (before 5 June) and annually (before 5 December) under Article 4 of Decree No. 145/2020/ND-CP. Later hires are reflected in the periodic reports.
Exempted from business license tax in the first year — must we still file the declaration?
Yes. The exemption covers the amount payable, not the declaration duty. Newly established enterprises must still declare once, with the filing deadline no later than 30 January of the year following establishment (Decree No. 22/2020/ND-CP amending Decree No. 139/2016/ND-CP).
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This legal analysis has been verified against current Vietnamese regulations and cross-border FDI transaction practices by the attorneys at FLAT LAW FIRM.
