Scenario: a 100% Japanese-owned company building an auto-parts plant at Ba Thien II Industrial Park (Thien Ke commune, Binh Xuyen district, Vinh Phuc — now part of Phu Tho province following the merger under Resolution 202/2025/QH15, effective 12 June 2025) has just received its Investment Registration Certificate and Enterprise Registration Certificate. Instead of a conventional list, the project team wants the ten tasks ranked by urgency, each tied to a completion deadline. Below is the recommended priority order.
Priority 1 — First week: seal, digital signature, capital account
These three are the “keys” unlocking every remaining procedure, so they admit no delay. Task 1: engrave the company seal and issue a regulation on seal management, use and custody. Under Article 43 of the Enterprise Law 59/2020/QH14, the company decides for itself the seal’s type, quantity, form and content; the seal-specimen notification procedure was abolished from 1 January 2021. Task 2: buy a public digital signature from a licensed provider — every electronic tax return, e-invoice and online filing is signed with it. Task 3: open the foreign investment capital account in Vietnam (ICA account) plus a VND payment account at a licensed bank. The current framework is Circular 38/2026/TT-NHNN (effective 18 August 2026), which replaced Circular 06/2019/TT-NHNN in full; the old term “direct investment capital account (DICA)” is now the “foreign investment capital account in Vietnam (ICA)”. New point: the capital account may be opened right after the Enterprise Registration Certificate is issued, where the company is established before the investment registration procedure.
Priority 2 — Within the first 30 days: initial tax, e-invoices, first capital installment
Task 4: file the initial tax dossier with the tax office directly administering Binh Xuyen district, including the license-fee (mon bai) declaration — due no later than 30 January of the year following establishment under Clause 1, Article 10 of Decree 126/2020/ND-CP; the first year is exempt under Decree 22/2020/ND-CP (amending Decree 139/2016/ND-CP) but the declaration must still be filed — and register the applicable VAT calculation method. Task 5: register to use e-invoices under Decree 123/2020/ND-CP (19 October 2020), as amended by Decree 70/2025/ND-CP (effective 1 June 2025), via the tax authority’s electronic portal; issue invoices only after acceptance. Task 6: make the first capital installment. Clause 2 of Article 47 (multi-member LLCs), Clause 2 of Article 75 (single-member LLCs) and Clause 1 of Article 113 (joint-stock companies) of the Enterprise Law 59/2020/QH14 allow 90 days from issuance of the Enterprise Registration Certificate to fully contribute committed charter capital (excluding time for transporting or importing contributed assets and completing ownership transfers) — but do not bunch everything at the deadline; an early first installment makes the financial statements look better when dealing with banks.
Priority 3 — Before recruiting workers: internal regulations, insurance, work permits
Task 7: adopt internal labor regulations, a salary scale and standard labor-contract templates. Task 8: register first-time participation in social, health and unemployment insurance with the local social insurance agency under the Social Insurance Law 41/2024/QH15 (effective 1 July 2025) — complete this before the mass recruitment wave for the Ba Thien II workshop. Task 9: obtain work permits for Japanese experts coming for technology transfer under Decree 219/2025/ND-CP (replacing Decree 152/2020/ND-CP); the dossier includes documents prepared in Japan, so start in week one. Foreign employees within the statutory scope must join compulsory social insurance under Decree 158/2025/ND-CP (effective 1 July 2025, replacing Decree 143/2018/ND-CP).
Priority 4 — Before operating the workshop: fire safety, environment, signboard
Task 10 is really a group of sub-licenses that must be done before trial runs: fire-prevention design appraisal and acceptance; the environmental dossier matching project scale; acceptance of completed construction works. Mount the signboard at the workshop inside the industrial park showing the exact name and enterprise code. A locational advantage here: Ba Thien II Industrial Park sits in Binh Xuyen, a short drive from Noi Bai International Airport — convenient for visiting foreign experts and for the components supply chain; the park infrastructure developer has a post-licensing support desk — contact it early to shorten timelines.
Frequently asked questions
Can charter capital be contributed in multiple installments within the 90 days?
Yes. The law sets no limit on the number of installments; each transfer should state “charter capital contribution” in the description, and total actually contributed capital must reach the committed level within 90 days of issuance of the Enterprise Registration Certificate (Clause 2 of Article 47, Clause 2 of Article 75, Clause 1 of Article 113 of the Enterprise Law 59/2020/QH14). Accounting tracks each installment cumulatively for audit reconciliation.
Leasing a ready-built workshop in Ba Thien II — what to check legally?
Check the workshop’s fire-prevention acceptance records and existing environmental dossier, and read the lease carefully: which party is responsible for adjusting or supplementing sub-licenses when the company changes the workshop’s function or adds production lines. Many disputes arise because leases do not allocate this responsibility clearly.
Vinh Phuc merged into Phu Tho — must seals and signboards with the old address be changed?
Documents issued before the merger remain valid under Resolution 202/2025/QH15 (effective 12 June 2025). When the company changes registered contents, update them to the new administrative names. In practice, proactively review seals, signboards and contract templates for a consistent address to avoid confusion when counterparties look the company up.
When should work-permit dossiers for experts be filed?
File before the experts enter to work, because the dossier includes documents prepared abroad (criminal records, health certificates, diplomas) that need legalization and translation time. Prepare under Decree 219/2025/ND-CP (replacing Decree 152/2020/ND-CP); actual processing time varies by locality, so file as early as possible rather than starting after the experts have arrived.
