If the employment contract is the agreement between the company and each individual, the internal labor regulations are the “mini-code” applying to all employees. Every daily management decision — working hours, discipline, rewards, handling violations — needs grounding in the regulations. Without regulations, or with thinly drafted ones, the company will struggle whenever it needs to handle a violation, and struggle even more when the case reaches a dispute resolution body.
This article systematizes the rules on internal labor regulations under Articles 118 to 121 of the Labor Code 2019 and Decree 145/2020/ND-CP, with practical experience in drafting and registering regulations.
Internal Labor Regulations: The Indispensable “Mini-Code”
Internal labor regulations are a document issued by the employer, governing labor discipline, material liability and other labor management matters in the enterprise. Unlike the employment contract, which is a bilateral agreement, regulations are unilateral from the employer — but once issued and registered in accordance with the rules, they bind all employees.
The regulations’ most important role appears when the company needs to take labor disciplinary action: the law prohibits disciplining conduct not provided for in the regulations. Even conduct causing clear damage cannot be disciplined if the regulations do not list it as a violation and prescribe a corresponding sanction — the company has almost no legal basis. Many cases where companies lost dismissal lawsuits trace back to vague regulations copied from the internet.
Which Companies Must Have Written Regulations
Clause 1 of Article 118 requires employers to issue internal labor regulations; employers using 10 or more employees must have them in writing. The issuance duty applies to all employers; only the form differs.
In addition, Article 119 requires employers with 10 or more employees to register the regulations with the provincial-level labor authority of the People’s Committee where the business is registered, within 10 days from the issuance date. This is a procedure many companies miss: having regulations but not registering them, or registering months late. Note the headcount is based on the actual number of persons employed, including probationers.
Nine Principal Content Groups of the Regulations
Clause 2 of Article 118 lists the principal contents, on the principle that contents must not contravene labor law and relevant laws. The nine groups are: working hours and rest; order at the workplace; occupational safety and hygiene; prevention of sexual harassment at the workplace plus the handling order and procedures; protection of assets, business secrets, technological secrets and intellectual property; cases of temporarily assigning employees to work different from the contract; disciplinary violations and corresponding sanctions; material liability; and persons authorized to take disciplinary action.
This list is the minimum framework — companies may add specific management contents such as IT asset use rules or remote work rules, as long as they do not contravene the law or infringe employees’ fundamental rights.
Sexual Harassment Prevention: Content Not to Skip
Including sexual harassment prevention as mandatory content is one of the important novelties of the Labor Code 2019. The regulations must provide both preventive measures and the order and procedures for handling incidents.
FLAT LAW FIRM recommends clearly providing: definitions and examples of conduct deemed harassment; a confidential complaint channel protecting the complainant; an objective verification process, avoiding the accused’s participation in handling complaints about themselves; and proportionate sanctions, including the possibility of dismissal for harassment already provided for in the regulations. A clear, fair mechanism helps the company protect its reputation and reduce litigation risk.
Protecting Assets and Business Secrets in the Regulations
Provisions on protecting assets, business secrets and technological secrets are especially significant for technology, manufacturing or trading companies with valuable customer data. The regulations should define the scope of confidential information, employees’ confidentiality obligations during and after termination of the employment relationship, and corresponding sanctions.
The key point: disclosure of business or technological secrets is grounds for dismissal discipline, but only when this content is provided for in the internal labor regulations. If only a separate confidentiality agreement is signed but the regulations omit it, invoking dismissal grounds will be difficult. The safe approach is to provide for it in both documents and ensure consistency between them.
Consultation and Dialogue Before Issuance
Before issuing or amending the regulations, the employer must consult the grassroots employee representative organization where one exists. This is not a formality: the consulted opinions must be recorded and reflected in the registration dossier.
In addition, the Labor Code 2019 adds the requirement to organize workplace dialogue when issuing or amending the regulations — a solution for companies without an employee representative organization, giving employees a channel to comment on documents directly affecting them. Experience shows regulations built through genuine consultation are far easier to enforce than unilaterally imposed ones.
Registering the Regulations: The 10-Day Procedure Not to Miss
The registration dossier under Clause 2 of Article 120 comprises: the written request for registration of the internal labor regulations; the regulations themselves; written comments of the grassroots employee representative organization (where one exists); and the employer’s documents containing provisions on labor discipline and material liability (if any). The dossier is submitted to the provincial-level labor authority of the People’s Committee where the company is registered, within 10 days from the issuance date.
If unlawful content is found, the registration authority will notify and guide amendments. On effectiveness, Article 121 provides: for companies subject to registration, the regulations take effect 15 days after the competent authority receives the complete registration dossier; for companies employing fewer than 10 employees, effectiveness is decided by the employer in the regulations. The company must publicly notify the regulations to all employees and post the main contents where necessary at the workplace. Note: after the recent reorganization of provincial authorities, the receiving focal point in some localities may have changed — companies should confirm before filing.
Effectiveness, Amendment and Replacement of the Regulations
The law does not set a maximum validity period for regulations, but companies should proactively review and amend them when the law or the operating model changes. Each amendment must repeat the full process: consultation, dialogue, issuance and re-registration.
Many companies issued regulations under the Labor Code 2012 and only “orally supplement” them when new rules appear, leaving the document registered with the state authority mismatched with the one actually applied — a fatal weakness when the regulations are introduced as evidence in a disciplinary dispute. When the operating model changes fundamentally, rebuilding new regulations rather than patching is usually the cleaner, safer option.
Regulations for Companies with Fewer than 10 Employees
Companies with fewer than 10 employees are not required to have written regulations and need not register. But “not mandatory” does not mean “not advisable”: a concise set of regulations on working hours, discipline and confidentiality still helps founders manage consistently and avoid personalizing conflicts when handling violations.
In practice, many startups grow fast, crossing the 10-person threshold after just a few hiring rounds without anyone noticing the regulations obligation. Only when a serious violation needs handling do they discover there are no regulations to invoke. Practical advice: prepare a regulations framework from establishment and complete registration as soon as the headcount hits the threshold.
Regulations vs. Collective Labor Agreements: Don’t Confuse Them
This is the most commonly confused pair. Regulations are unilaterally issued by the employer after consultation. A collective labor agreement is an agreement reached through collective bargaining between the employee collective and the employer — bilateral in nature.
Legal consequence: in case of conflict, the agreement’s provisions more favorable to the employee take precedence. Companies having both documents must ensure consistency, avoiding regulations saying one thing while the agreement promises another — in disputes, the interpretation favorable to the employee usually prevails.
Consequences of Having No Regulations or Not Registering
On administrative penalties, lacking written regulations when employing 10 or more workers or failing to register as required can be penalized for labor law violations, with fine levels checked against the document in effect at the inspection time.
But the greater damage is usually not the fine. Having no regulations means losing the most important legal tool for discipline: conduct not provided for in the regulations cannot be disciplined, and there is no dismissal basis for cases the law requires to be in the regulations, such as sexual harassment or secret disclosure. In disputes, courts also rate low the management professionalism of companies without regulations.
FAQs on Internal Labor Regulations
Must a company with fewer than 10 employees register its regulations?
Not mandatory. The registration duty applies from 10 employees upward. Even so, small companies should still have written regulations for consistent management and readiness when the headcount crosses the threshold.
Can a company without a trade union issue regulations?
Yes. Consulting the employee representative organization is only required “for places with a grassroots employee representative organization”. Where none exists, the company must still organize workplace dialogue for employees to comment.
Where is the regulations registration dossier filed?
With the provincial-level labor authority of the People’s Committee where the company is registered, within 10 days from the issuance date. Given the recent reorganization of provincial authorities, confirm the current receiving focal point locally.
Are regulations issued under the Labor Code 2012 still effective?
In principle they remain effective if containing nothing contrary to the Labor Code 2019 and current law. However, the 2019 Code adds many new mandatory contents such as sexual harassment prevention, so a review and supplementation is needed.
Must amended regulations be re-registered?
Yes. Each amendment or supplementation must repeat the consultation, dialogue, issuance and registration process. Amending internally without re-registration leaves the actual document mismatched with the file kept at the state authority — a major disadvantage in disputes.
FLAT LAW FIRM advises on drafting, reviewing and registering internal labor regulations: from industry-standard regulations frameworks and discipline/confidentiality provisions to completing registration procedures with state authorities. If you need to build new regulations or review existing ones, please contact us for advice.
