Since Decree 123/2020/NĐ-CP and Circular 78/2021/TT-BTC took effect, 100% of enterprises in Vietnam — including newly established FDI companies — must use e-invoices. For FDI, the difference is not in the obligation to use e-invoices (same as every enterprise), but in specific situations: issuing invoices for transactions with the foreign parent company, 0% VAT invoices for exported goods, handling invoices when tax registration information changes after incorporation, and registering for e-invoice use within the initial tax dossier so invoicing is not interrupted when business begins.
Quick summary
| Topic | Registering and using e-invoices under Decree 254/2026/NĐ-CP and Circular 91/2026/TT-BTC for newly established FDI companies |
|---|---|
| For whom | Newly licensed FDI companies; chief accountants and accounting service providers for FDI |
| Points to check | Registered e-invoice use with the tax authority; invoice type (with/without tax authority code); valid digital signature; error-invoice handling process |
| Desired outcome | Valid e-invoices from the first revenue day, correct handling of erroneous and export invoices, no invoice sanctions under Decree 125/2020 |
Key legal issues: e-invoices of new FDI companies
The e-invoice obligation is absolute. A newly established FDI company must register for e-invoice use with the tax authority before issuing its first invoice; paper invoices and self-printed invoices no longer exist. The registration dossier is filed via the tax authority’s electronic portal, and the enterprise may issue invoices only after the tax authority accepts the registration.
Distinguish the two e-invoice types. E-invoices with the tax authority’s code (the authority issues the code before sending to the buyer) are mandatory for certain regulated groups; other enterprises use e-invoices without codes, transmitting data to the tax authority via the registered transmission method. New FDI companies need to identify their correct type to register once, avoiding mid-stream conversion.
FDI specifics: invoices for cross-border transactions. When selling to the parent company or foreign affiliates, the enterprise applies VAT invoices at the 0% rate if all export conditions are met (contract, customs declaration, bank payment). Commercial invoices used in customs procedures do not replace VAT e-invoices for domestic tax declaration purposes — many FDI companies confuse these two documents.
Erroneous invoices have their own procedure. Circular 91/2026/TT-BTC details the cases for issuing adjustment invoices, replacement invoices and cancelling issued e-invoices, with the obligation to notify the tax authority on the prescribed form. Unilaterally deleting/cancelling invoices in the software without the notification procedure is a violation.
Legal basis and verification sources
- Decree 254/2026/NĐ-CP: regulations on invoices and documents (the e-invoice legal framework)
- Circular 91/2026/TT-BTC: guiding Decree 254/2026/NĐ-CP — use registration, error handling, data transmission
- Law on Tax Administration 108/2025/QH15 (effective 1 July 2026, replacing Law on Tax Administration 38/2019/QH14): invoice and document obligations in tax administration
- Decree 125/2020/NĐ-CP: administrative sanctions on tax and invoices (penalties for not issuing invoices, wrong-timing issuance…)
- Law on Value Added Tax and guiding instruments: conditions for the 0% rate on exported goods and services
Verification source: the tax authority’s electronic portal (gdt.gov.vn) for e-invoice use registration and checking guiding instruments in force.
E-invoice registration and use process
Step 1 — Prepare the digital signature and software. Buy a digital signature (USB token) in the enterprise’s name; choose an e-invoice solution provider (or use the tax authority’s portal). The legal representative signs the registration documents.
Step 2 — Register use with the tax authority. File the e-invoice use registration/change declaration via the tax authority’s electronic portal, stating the invoice type (with/without code) and data transmission method. Issue invoices only after receiving the tax authority’s acceptance notice.
Step 3 — Set invoice templates and symbols. Register the template number and invoice symbol per regulations; set the mandatory invoice information (names, addresses, tax codes of both parties; goods/service names; unit prices, tax rates…). For exporting FDI, prepare the 0% VAT invoice process with the export document set.
Step 4 — Operate and archive. Issue invoices at the correct timing (goods handover/service completion, no backdating); archive e-invoices per the accounting document retention period; periodically reconcile transmitted data with the tax authority.
Step 5 — Handle errors per Circular 91/2026/TT-BTC. When an issued invoice has errors: issue an adjustment invoice (adjustable errors), a replacement invoice (non-adjustable errors), or cancel per the correct sequence and notify the tax authority. All operations must be reflected in the system; data must not be deleted unilaterally.
Common risks
Risk 1 — Issuing invoices before registration acceptance. The enterprise signs contracts and delivers goods right after incorporation but has not completed e-invoice use registration; invoices issued in this period are invalid and sanctioned.
Risk 2 — Confusing commercial invoices with VAT invoices. Using the commercial invoice for customs procedures and assuming domestic tax declaration documents are complete; at finalisation, export revenue lacks valid 0% VAT invoices.
Risk 3 — Not meeting 0% rate conditions. Issuing 0% invoices for transactions with the foreign parent but missing customs declarations or non-bank payments; VAT arrears and penalties.
Risk 4 — Unilaterally cancelling invoices off-procedure. Discovering errors, the accountant deletes the invoice in the software without issuing adjustment/replacement invoices and without notifying the tax authority — violating invoice management and use rules.
Risk 5 — Digital signature expiring mid-stream. The token expires without timely renewal, interrupting invoice signing and transmission; invoices signed with an expired digital signature are invalid.
Risk 6 — Not updating on information changes. After incorporation, the enterprise changes address, name or representative but does not update the e-invoice use registration; invoices bearing old information are invalid.
Competent authorities and filing points
E-invoice use registration, changes and cessation are done with the tax authority directly managing the enterprise, mainly via the tax authority’s electronic portal. Code issuance for coded e-invoices and data receipt for uncoded invoices are both done on the tax authority’s system.
When there are questions about applying tax rates or invoice timing for special transactions (on-spot exports, processing…), the enterprise may send a written enquiry to the directly managing tax authority for written guidance before proceeding.
When to contact a lawyer
A lawyer should be involved when: (1) the cross-border transaction model is complex — selling to the parent, on-spot exports, processing for foreign parties — needing the right invoice type and tax rate determined from the model contract; (2) discovering invoice errors in large volumes or relating to already-finalised periods, needing a penalty-minimising remediation plan; (3) being sanctioned by the tax authority on invoices and needing to assess the sanctioning decision’s correctness for appeal.
What FLAT LAW FIRM does
FLAT LAW FIRM helps FDI companies review invoice — document obligations from the post-incorporation stage: checking the e-invoice use registration dossier, advising the invoice type and transmission method fitting the business model, reviewing 0% rate conditions for export transactions and transactions with foreign affiliates, and building the internal erroneous-invoice handling process under Circular 91/2026/TT-BTC. We work in Vietnamese, English and Chinese.
See also related pages: Accounting setup for newly established FDI companies | Post-licensing compliance for FDI companies | FDI company setup roadmap in Vietnam
Talk to FLAT LAW FIRM
If your FDI company needs a review of e-invoice registration and use, or is struggling with erroneous-invoice handling and export invoices, FLAT LAW FIRM can help assess and propose solutions. Please contact us for advice.
FAQ
Must new FDI companies use e-invoices?
Yes. Every enterprise and organisation in Vietnam must use e-invoices under Decree 254/2026/NĐ-CP; paper or self-printed invoices no longer exist.
When may the first invoice be issued?
After the tax authority accepts the enterprise’s e-invoice use registration. Issuing invoices before this point is a violation.
How do coded and uncoded e-invoices differ?
Coded invoices receive the tax authority’s code before being sent to the buyer; uncoded invoices are prepared and digitally signed by the enterprise, then data is transmitted to the tax authority. The enterprise registers the type fitting its regulated group.
Which invoice is used for sales to the foreign parent?
VAT e-invoices at the 0% rate if all export conditions are met (contract, customs declaration, bank payment). Commercial invoices serve customs procedures only and do not replace VAT invoices.
How are erroneous issued invoices handled?
Under Circular 91/2026/TT-BTC: issue an adjustment invoice for adjustable errors, a replacement invoice for non-adjustable ones, and notify the tax authority on the prescribed form. Do not unilaterally delete invoices in the software.
Must the e-invoice registration be updated on address changes?
Yes. When the name, address or tax registration information changes, the enterprise must update the e-invoice use registration; invoices bearing old information after the change are invalid.
