Scenario: a foreign investor has just secured the Investment Registration Certificate for a large-scale industrial project in Yen Binh Industrial Park (Thai Nguyen), to be built in two phases, followed by the Enterprise Registration Certificate. Big projects bring big-procedure questions: how to contribute capital in tranches within the 90-day window, when a capital increase triggers an IRC amendment, and how to keep accounting audit-ready from day one. Map note: since 1 July 2025, former Bac Kan and Thai Nguyen have merged into the new Thai Nguyen province under Resolution 202/2025/QH15.
1. Contributing capital in tranches within 90 days
Large projects rarely wire the full charter capital at once. The law allows tranches: Clause 2, Article 47 (multi-member LLCs) and Clause 2, Article 75 (single-member LLCs) of Enterprise Law No. 59/2020/QH14 require full contribution in the committed asset type within 90 days of the Enterprise Registration Certificate — excluding time for transporting and importing contributed assets and completing ownership-transfer procedures. Every tranche must pass through 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). Counsel’s practice: keep a contribution ledger matching each wire to the ICA statement, with transfer descriptions stating the tranche (e.g., charter-capital contribution — tranche 2 of 3). Sloppy tranche records are the number-one source of disputes when auditors or tax officers later ask whether the 90-day deadline was met.
2. When a capital increase or expansion requires amending the IRC
Decree No. 96/2026/ND-CP (dated 31 March 2026, effective 15 May 2026) governs issuance, amendment and revocation of Investment Registration Certificates. The investment capital figure sits on the IRC itself — so raising charter capital, expanding capacity or adding a second phase normally requires an IRC amendment filing with the investment registration agency (for Yen Binh projects, the Industrial Parks Management Board). File the amendment before deploying the new capital, not after: spending first and legalizing later creates a mismatch between the licensed project and reality that complicates every subsequent report. Note the new province: Thai Nguyen now covers former Bac Kan as well (Resolution No. 202/2025/QH15, implemented 1 July 2025) — confirm the current agency name before filing.
3. Accounting, mandatory audit and first tax duties
Foreign-invested enterprises face a mandatory annual audit: Article 37 of Independent Audit Law No. 67/2011/QH12 and Article 15 of Decree No. 17/2012/ND-CP require annual financial statements of foreign-invested enterprises to be audited. Build the accounting system audit-ready from the first voucher — choose the accounting regime, chart of accounts and depreciation method at establishment and register them in the first tax dossier. That dossier is in practice due within 10 working days of the Enterprise Registration Certificate (Law No. 108/2025/QH15 on Tax Administration, effective 1 July 2026, replacing Law No. 38/2019/QH14): business license tax declaration, VAT method, accounting regime, depreciation method. Business license tax: Decree No. 139/2016/ND-CP (amended by Decree No. 22/2020/ND-CP) — first-year exemption, declaration still due before 30 January of the following year; capital over VND 10 billion: VND 3 million/year; VND 10 billion or less: VND 2 million/year. Register e-invoices (Article 15, 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).
4. Land, environment and fire prevention for an industrial project
A large project in Yen Binh typically subleases land from the park infrastructure developer — review the sublease carefully: term, land-rent payment form (lump sum or annual), and who handles land-use-right procedures. Environmental duties scale with the project: larger capacity usually means a full environmental impact assessment and committed waste-treatment systems, which later become inspection checkpoints. Fire-prevention design approval and acceptance for workshops and warehouses should run in parallel from day one. These three tracks — land, environment, fire prevention — have the longest lead times in the whole post-license program, so sequence them first.
5. Labor compliance and periodic investment reporting
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. Foreign engineers 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. Register employees for compulsory social insurance (Social Insurance Law No. 41/2024/QH15, effective 1 July 2025). 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 two-phase project, report the whole project with phase-by-phase implementation progress. On seals: Article 43 of Enterprise Law No. 59/2020/QH14 (amended by Law No. 76/2025/QH15) removed the seal-specimen notification duty.
Frequently asked questions
What if the 90 days pass and capital is still short?
The company must register a charter-capital adjustment reflecting actually contributed capital (Clause 3, Article 47 and Clause 3, Article 75 of Enterprise Law No. 59/2020/QH14); a member who contributed nothing automatically ceases to be a member. Do not keep a fictional capital figure on the license — it poisons every later filing, from tax to banking.
After fully contributing, we want to raise charter capital — must the IRC be amended?
Yes, in most cases: the investment capital figure is recorded on the IRC, so an increase changes licensed content. File the IRC amendment under Decree No. 96/2026/ND-CP before deploying the additional capital, and contribute the increase through the ICA account within the statutory window.
A two-phase project: are periodic reports filed per phase or for the whole project?
For the whole project as licensed, with implementation progress broken down by phase. Article 47 of Investment Law No. 143/2025/QH15 requires reporting implemented investment capital — phase-by-phase tracking keeps the report credible when phase 2 spending lags phase 1.
Land subleased for 50 years in the park: is land rent paid lump-sum or annually?
It depends on the sublease with the park infrastructure developer — both forms exist in practice. Lump-sum payment for the whole term is common for manufacturing projects and affects the initial capital plan; annual payment eases cash flow but usually costs more over time. Confirm the form before signing, because it also affects land-rent exemption calculations.
