Scenario: a Singaporean international trading LLC has just obtained its Investment Registration Certificate for a distribution center project in Amata Industrial Park (Bien Hoa, Dong Nai), followed by its Enterprise Registration Certificate. Unlike a manufacturer, this company will import goods, store them, and distribute domestically — so its post-license checklist leans heavily on tax, customs and banking rather than factory sub-licenses. One more Dong Nai-specific fact for 2026: since 1 July 2025, the new Dong Nai province covers the former Dong Nai and Binh Phuoc under Resolution 202/2025/QH15.
1. Who issued the IRC — and to whom do you report?
Under Law No. 143/2025/QH15 on Investment (effective 1 March 2026, replacing Law No. 61/2020/QH14) and Decree No. 96/2026/ND-CP (dated 31 March 2026, effective 15 May 2026), the investment registration agency differs by location: projects inside industrial parks are licensed by the Industrial Parks Management Board, while projects outside parks are licensed by the provincial investment registration agency. This matters because periodic reports under Article 47 of the Investment Law go back to the same agency that issued the IRC. For Dong Nai, note the new map: Resolution No. 202/2025/QH15 (passed 12 June 2025, implemented 1 July 2025) merged former Dong Nai and Binh Phuoc into the new Dong Nai province — verify the current authority name before filing.
2. First tax duties of a trading company: initial filing, license tax, VAT, invoicing
A trading company lives or dies on tax paperwork. Tax registration follows the one-stop interlinked mechanism with enterprise registration, but in practice tax offices require a first tax dossier within 10 working days of the Enterprise Registration Certificate: business license tax declaration, VAT calculation method registration, accounting regime and fixed-asset depreciation registrations (legal basis: 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) exempts newly established organisations for the first year; declaration remains mandatory, filed before 30 January of the following year. Rates track charter or investment capital: over VND 10 billion — VND 3 million/year; VND 10 billion or less — VND 2 million/year. For a trader, choosing the VAT credit method and registering e-invoices early is critical: Article 15 of Decree No. 123/2020/ND-CP requires e-invoice registration via an e-invoicing service provider, with the tax authority accepting or rejecting within 1 working day.
3. Banking: settlement account plus the ICA capital account
Two accounts serve different purposes. The foreign investment capital account (ICA) — governed by Circular No. 38/2026/TT-NHNN (effective 18 August 2026, fully replacing Circular No. 06/2019/TT-NHNN) — receives all foreign capital contributions and handles profit remittances. Capital must be contributed in full within 90 days of the Enterprise Registration Certificate (Clause 2, Article 47 and Clause 2, Article 75 of Enterprise Law No. 59/2020/QH14). Separately, open a VND settlement account in the company’s name for daily operations. Practical tax point: invoices of VND 20 million or more must be paid by non-cash (bank transfer) to qualify for VAT input credit — a rule traders violate most often when paying suppliers in cash. Buy a digital signature (Law No. 20/2023/QH15 on E-Transactions) to sign e-filings and e-invoices.
4. Labor, company seal and office signage
Even a lean trading outfit with a warehouse crew must comply. Workforce declaration: Clause 2, Article 12 of Labor Code No. 45/2019/QH14 — declare within 30 days of commencing operations, then report changes semi-annually (before 5 June) and annually (before 5 December) via the National Public Service Portal (Article 4, Decree No. 145/2020/ND-CP); companies formed under the interlinked mechanism (Decree No. 122/2020/ND-CP) already declared at establishment. Foreign managers or experts need work permits under Decree No. 219/2025/ND-CP (effective 7 August 2025, replacing Decree No. 152/2020/ND-CP and Decree No. 70/2023/ND-CP), issued by the Department of Home Affairs. On seals: Article 43 of Enterprise Law No. 59/2020/QH14 (amended by Law No. 76/2025/QH15) lets enterprises decide seal type, quantity, form and content — the old seal-specimen notification duty is gone. Hang a name sign at the registered head office; register employees for compulsory social insurance (Social Insurance Law No. 41/2024/QH15, effective 1 July 2025).
5. Customs registration and periodic investment reporting
A trading company importing goods must register with the customs authority and obtain its customs declarant credentials before the first shipment — coordinate this with the logistics provider early, since the first import often coincides with the capital-contribution window. On reporting: 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, environment — in writing and via the National Investment Information System. For a distribution project, customs data on import turnover should reconcile with the figures reported to the investment agency; mismatches are a classic trigger for post-license inspections.
Frequently asked questions
We only lease warehouse space inside the industrial park — do we need our own fire-prevention approval?
It depends on the lease and the stored goods. The park’s infrastructure owner holds the master fire-prevention acceptance, but tenants storing flammable goods or fitting out the warehouse interior typically need their own fire-prevention design approval and acceptance. Check the lease allocation of fire-safety duties before signing.
Investment capital of VND 25 billion: how much business license tax?
VND 3 million per year (the over-VND-10-billion bracket under Decree No. 139/2016/ND-CP as amended by Decree No. 22/2020/ND-CP) — but the first year is exempt, and the declaration must still be filed before 30 January of the year after establishment.
For imported goods resold domestically, what do input invoices need for VAT credit?
A lawful VAT invoice plus non-cash payment for invoices of VND 20 million or more, with goods genuinely serving taxable business activities. Cash payments above that threshold are the most common reason input VAT gets disallowed on audit.
Must we open a foreign-currency account in Vietnam?
Not mandatory for daily operations — but the ICA account for foreign investment capital is mandatory, and it can be denominated in foreign currency under Circular No. 38/2026/TT-NHNN. A separate foreign-currency settlement account is optional and useful only if the company regularly pays overseas suppliers.
Related articles
- Location Confirmation Letter from the Industrial Park Management Board
- Technology Explanation: When Required and What to Write?
- Investment Project Proposal: Writing Objectives, Scale and Schedule
- Land/Factory Lease Contracts: Mandatory Clauses for the IRC Dossier
- Parent Company's Investment Decision: Mandatory Contents
This legal analysis has been verified against current Vietnamese regulations and cross-border FDI transaction practices by the attorneys at FLAT LAW FIRM.
