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After Getting IRC/ERC in Hai Phong: 10 Immediate Follow-Up Steps (Tax, Invoicing, Labor, Banking)

7 min readFLAT LAW FIRM
Container cranes at the Hai Phong seaport (illustrative)

Scenario: A Chinese-invested seaport and logistics services company has just received its IRC for a distribution center inside the Dinh Vu – Cat Hai Economic Zone and its ERC in Hai Phong. The project profile: capital contributed 100% in USD from the parent, revenues collected in both USD and VND, and the entire operation inside an economic zone — where the IRC issuer is not a department but the Economic Zone Management Board. The checklist below is organized around foreign exchange and economic-zone reporting.

Competent authorities in Hai Phong and the legal framework

Projects inside the Dinh Vu – Cat Hai Economic Zone receive their IRC from the Hai Phong Economic Zone Authority (HEZA), which also receives investment activity reports; projects outside the zone are handled by the investment registration office under the Hai Phong Department of Finance (successor to the former Department of Planning and Investment). Framework: Law on Investment 143/2025/QH15 (effective 1 March 2026, replacing Law 61/2020/QH14) plus Decree 96/2026/ND-CP (issued 31 March 2026); Law on Enterprises 59/2020/QH14 (amended by Law 76/2025/QH15, effective 1 July 2025). All sectoral instruments below are in force as of 19 October 2026.

On tax: since 1 March 2025 under Decision 381/QD-BTC, 63 provincial tax departments were reorganized into 20 regional tax sub-departments under the Department of Taxation; a Hai Phong enterprise works with the regional tax sub-department for its area and the district-level tax team of its head-office location. On labor: work permits are issued by the Hai Phong Department of Home Affairs under Decree 219/2025/ND-CP.

The 10 steps — foreign exchange and economic-zone axis

1. Open a USD ICA as soon as the ERC exists. Circular 38/2026/TT-NHNN (effective 18 August 2026, replacing the expired Circular 06/2019/TT-NHNN; the former “direct investment capital account (ICA)” is now the “foreign investment capital account in Vietnam (ICA)”) requires an FDI enterprise to open a foreign investment capital account in Vietnam (ICA) at a licensed bank; all foreign-currency contributions, profit remittances and capital transfers pass through it. For a project contributing 100% in USD, Hai Phong banks will ask for a dossier including the IRC, ERC and charter — prepare certified copies in advance to avoid 1–2 weeks of supplementation.

2. Contribute within 90 days — how sufficiency is measured for USD contributions. Article 47(2), Article 75(2) and Article 113(1) of the Law on Enterprises 59/2020/QH14: 90 days from the Enterprise Registration Certificate issuance. Accounting practice: foreign-currency contributions are converted to VND at the rate applicable at contribution time for bookkeeping; the company should agree the exchange-rate principle with its bank and auditors from the very first contribution to avoid year-end disputes.

3. Register to use e-invoices before operating services. Decree 123/2020/ND-CP (detailed in Circular 78/2021/TT-BTC): mandatory since 1 July 2022; register with the directly managing tax authority and issue invoices only after acceptance. A distribution center invoicing freight and storage fees from day one treats this as revenue-blocking.

4. File the business license tax declaration. Article 3(8) of Decree 139/2016/ND-CP (amended by Decree 22/2020/ND-CP): newly established organizations are exempt in the first year, but the declaration is still due no later than 30 January of the following year (Article 10(1) of Decree 126/2020/ND-CP). From year two: above VND 10 billion of capital — VND 3 million/year; VND 10 billion or below — VND 2 million/year. Note: USD-denominated investment capital must be converted to VND at the buying rate of the account-holding bank at payment time to determine the bracket.

5. Register for electronic tax payment and get a digital signature. Electronic tax debit via a bank plus a public digital signature for declarations and invoices. Contact the directly managing tax team as soon as the enterprise code exists to complete the initial tax dossier.

6. Publish the enterprise registration contents (30 days). Article 32 of the Law on Enterprises 59/2020: public announcement on the National Enterprise Registration Portal, kept public for 30 days from publication; procedures in Article 73 of Decree 168/2025/ND-CP (replacing Decree 01/2021/ND-CP).

7. Make the seal and issue internal seal rules. Article 43 of the Law on Enterprises 59/2020: the enterprise decides the seal type, quantity, form and content; no seal-specimen notification since 1 January 2021. A distribution center issuing many handover documents daily needs internal rules on stamping authority as a governance requirement.

8. Work permits for foreign experts. Decree 219/2025/ND-CP (effective 7 August 2025, replacing Decrees 152/2020/ND-CP and 70/2023/ND-CP), issued by the Hai Phong Department of Home Affairs. Article 3(3): experts need a university degree or higher plus at least 2 years of relevant experience. For a port/logistics business, a port-operations executive position needs a dossier proving commensurate management experience, not just a degree.

9. Social insurance for Vietnamese employees. The Law on Social Insurance 41/2024/QH15 (effective 1 July 2025): signing a labor contract triggers compulsory participation; first-time unit registration at the social insurance agency of the head-office location, then monthly workforce updates.

10. Report investment activity to HEZA quarterly and annually. Article 47 of the Law on Investment 143/2025/QH15: investors report executed capital, business results, labor, budget contributions and environment to the investment registration authority (here, the Hai Phong Economic Zone Authority — the IRC issuer) and the local statistics office — in writing and via the National Investment Information System. Economic-zone enterprises often assume “reporting to the Board is enough” and forget the statistics office — the law requires both.

The biggest difference for an economic-zone project

For a Dinh Vu – Cat Hai Economic Zone project, the “investment registration authority” in every procedure (IRC issuance and amendment; quarterly/annual reports) is the Hai Phong Economic Zone Authority, not the Department of Finance. Counsel experience: many enterprises file investment reports with the Department and are then treated as non-filers when HEZA inspects. The simple rule: whoever issued the IRC receives the reports, plus the statistics office under Article 47 of the Law on Investment 143/2025. In addition, an economic-zone logistics enterprise must separately review conditions for transport, warehousing and seaport services — the IRC/ERC does not replace sectoral licenses.

Frequently asked questions

For a project inside the Dinh Vu – Cat Hai Economic Zone, who issues the IRC?
The Hai Phong Economic Zone Authority (HEZA) issues IRCs for projects inside the economic zone; projects outside the zone are handled by the investment registration office under the Hai Phong Department of Finance. Quarterly and annual investment activity reports under Article 47 of the Law on Investment 143/2025/QH15 go to HEZA (the IRC issuer) and the local statistics office — both, not just one.

How is capital sufficiency measured for USD contributions?
The deadline remains 90 days from the Enterprise Registration Certificate issuance (Article 47(2), Article 75(2), Article 113(1) of the Law on Enterprises 59/2020/QH14). For accounting, foreign-currency contributions are converted to VND at the rate at contribution time; every contribution must pass through the ICA under Circular 38/2026/TT-NHNN. Agree the exchange-rate principle with the bank and auditors from the first contribution.

Does an economic-zone logistics enterprise need sub-licenses?
It depends on scope: freight transport, warehousing, shipping agency and forwarding services may fall under conditional business lines with their own sectoral licenses (transport, maritime). The IRC/ERC does not replace them — review Appendix IV of the Law on Investment 143/2025/QH15 and Decree 96/2026/ND-CP before launching each service.

What happens if quarterly investment reports are skipped?
Quarterly and annual reporting is a legal duty under Article 47 of the Law on Investment 143/2025/QH15 (to the investment registration authority and the statistics office, in writing and via the National Investment Information System). Missing several consecutive periods is grounds for special supervision of the project and may draw administrative sanctions under the applicable penalty rules — set a fixed reporting calendar from the first quarter.

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Reviewed by the Legal Practice Group – FLAT LAW FIRM

This legal analysis has been verified against current Vietnamese regulations and cross-border FDI transaction practices by the attorneys at FLAT LAW FIRM.