Corporate records are a company’s legal “memory”: every right and obligation — from legal personality, asset ownership, to receivables — must be proven by documents. When disputes, inspections, audits, or M&A due diligence arise, the party with complete, well-organized, retrievable records holds a clear advantage. Conversely, a well-run business with messy records can still lose a lawsuit simply for failing to prove what it says. This article systematizes the groups of corporate records to keep and the principles for organizing them.
Quick Summary
- Topic: the catalog of corporate records to keep and principles for organizing and preserving them.
- Suitable for: all enterprises in Vietnam, especially SMEs without a proper records management system and FDI companies with reporting obligations to parent companies.
- Main content: foundational legal records; labor and HR records; finance — tax — accounting records; contract and transaction records; electronic storage and evidentiary value; risks when records are missing or lost.
- Main legal basis: Law on Enterprises 59/2020/QH14, Decree 168/2025/ND-CP, Labor Code 2019, Law on Accounting, Law on Personal Data Protection 91/2025/QH15 and Decree 356/2025/ND-CP.
- Desired outcome: companies build a standard records catalog, store them as required, and retrieve them quickly when needed.
Why record-keeping is a legal obligation, not just admin work
The law imposes direct storage obligations for many document types. The Law on Enterprises 59/2020/QH14 requires companies to keep the charter, member/shareholder registers, accounting books, financial statements, meeting minutes and resolutions of governance bodies at the head office. Labor law requires keeping labor contracts, salary scales, and insurance records. Accounting and tax law requires keeping accounting vouchers, books, and reports for statutory periods. Breaching storage obligations can be independently administratively sanctioned, not to mention the consequences of failing to produce documents during inspections.
From a governance perspective, complete records let managers make grounded decisions: knowing which contracts are expiring, which debts are due, which licenses need renewal. In ongoing legal retainer packages, reviewing the records system is usually the first thing lawyers do, because the state of records honestly reflects the company’s compliance level.
Foundational legal records of the company
Foundational records prove the company’s lawful existence and ownership structure, including: the enterprise registration certificate and its amendments; the company charter and amendments; the member register/shareholder register; capital contribution certificates/shares; meeting minutes and resolutions of the Members’ Council/General Meeting of Shareholders/Board of Directors; decisions appointing and dismissing the legal representative and management positions; capital contribution records (transfer vouchers, asset valuation minutes if any).
For FDI companies, additionally: the investment registration certificate and its adjustments; records of opening and using the investment capital account; periodic reports on investment project implementation. A commonly missed point is resolutions of the foreign parent company’s owner relating to the Vietnamese subsidiary — in internal disputes or due diligence, investors often must go back to headquarters for documents, losing much time.
Labor and HR records to keep
Each employee needs a complete file: the labor contract and appendices; recruitment, appointment, transfer, disciplinary, and termination decisions; social, health, and unemployment insurance records; timesheets and payroll with signatures; confidentiality and non-compete agreements (if any); training commitments and training cost reimbursement (if any). Companies must also keep systemic documents: the registered internal labor regulations, salary scales, collective labor agreements, and grassroots democracy regulations.
For foreign employees, additional records include work permits or confirmation of work-permit exemption, and valid passports and visas/temporary residence. Labor dispute practice shows most cases companies lose not because the decision was wrong, but because they could not prove proper procedure — e.g., no disciplinary meeting minutes or no employee-signed acknowledgment. See also: ongoing labor advice for companies.
Finance, tax, and accounting records
This group includes accounting vouchers (invoices, receipts/disbursements, payment orders), general and detailed accounting books, audited annual financial statements (if applicable), tax declarations and payment notices, corporate income tax finalization records, tax refund records (if any), and tax incentive records. Accounting voucher retention periods are set by accounting law by type — some kept at least 5 years, some 10 years, or permanently for capital, asset, and foundational legal documents.
A common mistake is keeping only paper without digitization, or conversely keeping only soft files scattered in the accountant’s personal email. When the accountant leaves or the tax authority requests data from years back, the company scrambles. The right principle: each voucher has exactly one official storage place, with access permissions and periodic backups.
Contract and commercial transaction records
Each contract should be kept through its full “lifecycle”: from proposal, negotiation (emails, negotiation minutes), the signed original with appendices, to performance documents (handover minutes, acceptance, invoices, payment vouchers) and liquidation or termination documents. It is these “satellite” documents — not the contract itself — that usually decide disputes: they prove who performed properly, who breached, and how much the damage is.
Companies should maintain a contract tracking log with minimum fields: counterparty, value, term, due obligations, penalty clauses, and dispute resolution clauses. Periodic contract management helps miss no renewal, renegotiation, or lawsuit filing deadlines — milestones that, once passed, permanently extinguish company rights.
Electronic storage and evidentiary value
Vietnamese law recognizes the value of electronic documents when integrity and accessibility conditions are met. In today’s business, most transactions form through email, messages, digital signatures, and electronic management systems. Companies need clear rules: what the official transaction channels are, who may confirm transactions by email, whose digital signature counts, and where data is backed up.
For employee and customer personal data stored in systems, companies must also comply with the Law on Personal Data Protection 91/2025/QH15 and Decree 356/2025/ND-CP on personal data protection: security mechanisms, access permissions, and procedures for data subjects’ deletion requests. Storage is not just “keeping” but data lifecycle governance — from collection, use, to destruction when the purpose ends. See also: periodic data compliance advice.
Risks when records are missing, lost, or unretrievable
Scenario one: contract dispute. The company is sure it is right but cannot find the acceptance minutes signed by the counterparty, or the exchange emails sit in a departed employee’s mailbox. Without evidence, even a justified claim is hard to sustain.
Scenario two: inspections. Authorities request the shareholder register, salary scales, fire safety records — the company repeatedly promises to “supplement later”, gets assessed as uncooperative, and may be sanctioned for failing to provide documents.
Scenario three: fundraising or M&A. The buyer/diligence team requests a data room on short notice; the company spends weeks gathering documents from departments, slowing the deal and weakening its negotiating position. A good records system turns due diligence from a “nightmare” into a routine procedure — see also getting legally ready for M&A.
When to contact a lawyer
Companies should have lawyers review their records system when: newly established or restructured (designing the system from scratch is always cheaper than cleaning up later); preparing for fundraising, M&A, or audits; after key records-holding personnel change (chief accountant, admin — HR); or after discovering loss or gaps in important documents. Annual periodic review keeps the system from “degrading” over time.
How FLAT LAW FIRM can help
FLAT LAW FIRM helps companies build and operate records storage systems: preparing a standard records catalog by company type and size; reviewing the current records state, identifying gaps and risk levels; drafting internal document governance regulations (classification, access rights, retention periods, destruction procedures); digitizing and standardizing foundational legal records; and training admin — HR staff on storage discipline. Services can be one-off projects or integrated into ongoing legal retainer packages. Talk to FLAT LAW FIRM for a preliminary assessment of your company’s current records system.
Frequently asked questions
How long must accounting vouchers be kept?
Accounting law sets different retention periods by voucher and book type — commonly 5 or 10 years, while documents relating to capital, assets, and foundational legal matters should be kept permanently. Companies should prepare a retention schedule for each document group and destroy only after expiry and when no longer useful.
Do scanned files have legal value?
Scans are electronic copies, useful for reference and accepted in many cases when originals no longer exist. However, for important documents (charter, certificates, high-value contracts), companies should still preserve paper originals alongside digitized copies. For fully electronic transactions, digital signature and data integrity conditions must be ensured.
What to do if the seal or enterprise registration certificate is lost?
The company carries out re-issuance procedures at the business registration authority under Decree 168/2025/ND-CP. Where lost documents risk misuse (seal, certificate), simultaneously notify, report, and review transactions arising during the loss period to promptly prevent risks.
What if a departing employee takes company data?
First check the confidentiality agreements, handover records, and internal regulations signed with the employee. The company may demand handover, recover company-owned documents, and where necessary sue for damages. Long-term, a centralized permissioned storage system prevents documents scattered on personal devices.
Do small companies need a proper storage system?
The smaller, the more needed, because small companies usually lack dedicated staff and easily lose documents when people change. A simple system — a standard records catalog, one centralized storage place, uniform file naming rules — solves most problems without much cost.
Note: This article provides general legal information and does not replace specific advice for each case. Legal regulations may change; companies should consult a lawyer before applying.
