The date of receiving the Enterprise Registration Certificate is not the day the work is “done” — it is the day the enterprise starts bearing the full obligations of an operating legal entity. The two most neglected tasks in this phase are seal management and setting up a lawful internal governance structure. Dispute practice shows: quite a few cases originate from a seal used by the wrong person for the wrong purpose — or from resolutions “adopted” by meetings that did not meet the convening conditions, later declared invalid when investor disputes arise.
FDI companies carry one more layer of special obligations: alongside governance under enterprise law, the company must fulfil the investor’s obligations under investment law — periodic project implementation reports, IRC content compliance, capital flows through the capital account. This article systematises both areas: the seal (current legal regime and practical management) and post-incorporation governance (structure, books, reports). The content is for general reference.
Quick summary
| Topic | Company seal and internal governance after incorporation for foreign-invested enterprises: seal regime, governance structure, books, periodic reports |
|---|---|
| For whom | Foreign investors after licensing; FDI company directors and counsel; governance advisory firms |
| Points to check | Whether a seal management regulation has been issued; whether signing and sealing authority is clearly delineated; whether the governance structure operates per the charter; whether periodic reports were filed on time |
| Desired outcome | The seal tightly controlled; company resolutions and decisions fully legally effective; no sanctions for missing periodic reports |
Key legal issues: Company seal and post-incorporation governance for FDI companies
The first issue is the current legal regime of the company seal. Under current enterprise law, the enterprise decides itself on the seal type, quantity, form and content — there is no longer a procedure to register the seal specimen with the police as before. Self-determination does not mean arbitrariness: seal management, use and custody must be regulated in the charter or internal regulations; the legal representative is responsible for seal management. In transactions, a seal affixed on a document signed by an authorised person is one of the signs evidencing that the document expresses the enterprise’s will — so controlling the seal is essentially controlling the legal entity’s “signature”.
The second issue is delineating signing and sealing authority. Many FDI companies let one person (often the foreign general director) hold both the seal and the right to sign all documents — convenient but risky: when that person is absent, all transactions stall; when internal conflict arises, the seal becomes a “weapon”. The seal management regulation should clearly state: who keeps the seal, which documents must be sealed, who may request sealing, the approval sequence before sealing, and the handling mechanism when seal misuse is discovered. For enterprises with multiple legal representatives, the charter must clearly delineate each person’s scope of representation to avoid two representatives signing contradictory documents.
The third issue is the validity of internal decisions. The Members’ Council, Board of Directors or company owner can only issue effective decisions when the meeting is convened, conducted and voted in the correct sequence prescribed by law and the charter (meeting conditions, voting ratios, minutes). In practice, FDI companies with investors abroad often hold “formalistic” meetings — signing minutes without actually meeting, or meeting by electronic means that the charter does not allow. When investor disputes arise, these resolutions are the first target for invalidation claims — and with them, every transaction performed under the resolution (capital transfers, appointments, large borrowings) wobbles.
The fourth issue is periodic reporting and compliance obligations of FDI companies. Besides the general enterprise obligations (financial statements, mandatory audits, tax declarations), FDI companies must also submit periodic investment project implementation reports to the investment registration authority, and maintain consistency between actual operations and IRC content (objectives, schedule, capital). Forgetting periodic reports is a “silent” error — nobody reminds you, but when adjusting or extending the IRC or during inspections, the non-compliance history is pulled out and sanctioned. (See also: IRC and ERC differences when forming an FDI company.)
Legal basis and verification sources
Post-incorporation governance of FDI companies is governed simultaneously by enterprise law (organisation, internal governance, seals) and investment law (investor obligations, project reports). The instruments below are the general framework FLAT LAW FIRM uses to verify this article.
- Law on Investment 2025 — investor obligations, project implementation reports
- Law No. 76/2025/QH15 amending and supplementing the Law on Enterprises — seals, legal representatives, governance organisation, meetings and resolutions
- Decree 168/2025/NĐ-CP on enterprise registration — registering changes of representatives, members, charter capital
- Decree 29/2025/NĐ-CP on the functions and duties of the Ministry of Finance
- Resolution on rearranging provincial-level administrative units in 2025
- Resolution 203/2025/QH15 amending the Constitution on administrative units
Process or dossier checklist
Seal checklist (do right after incorporation):
- Carve the seal per the enterprise’s decision (quantity, form, content self-determined); keep the seal specimen in internal files.
- Issue a seal management and use regulation: seal keeper, the list of documents requiring/not requiring seals, the approval sequence before sealing, a seal-use logbook.
- Delineate signing authority: who may sign which document types, value limits; set in the charter or a written authorisation decision.
- Register digital signatures for the legal representative and chief accountant — digital signatures are gradually replacing physical seals in electronic transactions (tax, customs, social insurance).
Internal governance checklist (first 100 days after incorporation):
- Review the charter: management organisation structure, the number and authority scope of legal representatives, meeting and voting formalities (whether online meetings and written consultations are allowed).
- Establish and update the members/shareholders register; keep complete resolutions, meeting minutes and owner decisions.
- Issue foundational governance documents: labour rules, salary scales, financial-accounting regulations, seal management regulations.
- Set the periodic compliance calendar: investment project implementation reports; annual financial statements; tax declarations and finalisation; audits (if mandatory).
- Appoint key positions with proper authority: director/general director, chief accountant, professional heads (for conditional sectors).
The “real meeting, real minutes” principle: every meeting of the members’ council/board of directors must be convened in correct formality, meet the conduct conditions, be voted at the right ratios and have fully signed minutes. With investors abroad, the charter should clearly provide for electronic meetings and written consultations — so quick decisions remain lawful when needed.
Common risks
Risk 1 — Seal misuse: no seal management regulation, the seal keeper affixing seals on unapproved documents (guarantees, borrowings, large contracts) at will. The enterprise may still be bound by the formally valid sealed document — subsequent internal disputes do not automatically invalidate the document against bona fide third parties.
Risk 2 — Resolutions declared invalid: meetings not convened in proper formality, insufficient attendance/voting ratios, minutes lacking signatures. When investors conflict, “formalistic” resolutions are a fatal weakness — and every transaction performed under that resolution is questioned.
Risk 3 — “Suspended” legal representative: the representative on the licence has resigned or left the country, but the enterprise has not completed the change procedure. Every document signed afterwards risks authority challenges — especially dangerous in banking transactions and litigation.
Risk 4 — Forgetting periodic project reports: failing to submit investment project implementation reports to the investment registration authority on time. This error usually only “erupts” when the enterprise adjusts/extends the IRC or is inspected — with administrative sanctions attached.
Risk 5 — Unusable “template” charter: using a template charter at incorporation and never reading it again — until an urgent meeting, representative change or capital increase reveals cumbersome procedures or conflicts with current law. (See also: FDI company setup roadmap in Vietnam.)
Competent authorities and filing points
Business registration authority: registers changes of legal representatives, members/shareholders, charter capital, management organisation structure — every externally visible “structure” change passes through this gate (Decree 168/2025/NĐ-CP).
Investment registration authority: receives periodic investment project implementation reports; handles IRC content issues when internal governance changes touch the project (investor changes, objectives, scale).
Internal to the enterprise: the members’ council/board of directors/company owner is the “authority” deciding governance matters (appointments, charter, profit distribution, reorganisation). The validity of these decisions is determined by law and the charter — no state agency “approves” them in advance.
Courts/arbitration: resolve internal disputes when resolutions are challenged for invalidity or when investors dispute governance and profit distribution.
When to contact a lawyer
A lawyer should review right after incorporation: check whether the charter is “usable”, issue the seal management regulation, set the periodic compliance calendar. The cost of this review session is far smaller than the cost of handling an invalidated resolution or a misused seal.
Lawyers are needed when the enterprise changes senior personnel (legal representative, general director, chief accountant): to design the handover sequence — revoking authorisations, changing the seal keeper, registering changes with the business registration authority — so there is no “authority gap” for bad actors to exploit.
When conflict arises among investors, the lawyer helps assess the validity of issued resolutions, design lawful meeting and voting plans amid disagreement, and prepare for dispute scenarios (resolution invalidation claims, profit distribution disputes, capital withdrawal).
What FLAT LAW FIRM does
FLAT LAW FIRM performs post-incorporation governance reviews: checking the charter, seal management regulations, the validity of issued resolutions, and the periodic compliance calendar (project reports, tax, audits) — giving the enterprise a “governance health map” with a prioritised remediation roadmap.
We draft bilingual foundational governance documents: charters amended to fit actual operations, seal management and use regulations, signing-delegation regulations, law-compliant meeting minute templates — so the machinery runs smoothly even when investors are not in Vietnam.
When personnel changes or internal conflicts occur, we accompany the handling: designing representative change sequences, assessing resolution validity, representing negotiations among parties — protecting client interests while keeping the enterprise continuously operating.
See also: IRC and ERC differences when forming an FDI company | Initial tax registration for FDI companies | FDI company setup roadmap in Vietnam
Talk to FLAT LAW FIRM
If your enterprise has just been licensed and needs a compliant governance system, or is facing seal, internal resolution or representative change issues — FLAT LAW FIRM can review and handle the full package. Please contact us for advice.
FAQ
Must the company register the seal specimen with the police?
No. Under current enterprise law, the enterprise self-decides the seal type, quantity, form and content; there is no longer a procedure to register the seal specimen with the police. However, seal management and use must be regulated in the charter or internal regulations.
Who is responsible for seal management?
The legal representative is responsible for seal management. In practice, the enterprise should issue a seal management regulation clearly stating the seal keeper, approval sequence and usage log.
With multiple legal representatives, who keeps the seal?
The enterprise decides in the charter/regulations. The key point is clearly delineating each person’s scope of representation to avoid two representatives signing contradictory documents.
When is a members’ council resolution invalid?
When the meeting is not convened, conducted or voted in the sequence prescribed by law and the charter (meeting conditions, voting ratios, minutes). An invalid resolution endangers every transaction performed under it.
What periodic reports must FDI companies submit?
Besides financial statements and tax declarations of every enterprise, FDI companies must also submit periodic investment project implementation reports to the investment registration authority. Missing reports may be sanctioned during inspections or IRC adjustment procedures.
What when changing the legal representative?
Complete the change registration with the business registration authority; simultaneously hand over the seal, revoke old authorisations, update digital signatures and notify the bank and counterparties. Leave no “authority gap” between the old and new person.
