Legal Checklist for Foreign Investors in Vietnam

Three principles for using a checklist properly

One, a checklist is a management tool, not a legal opinion. A good checklist helps management miss nothing, but cannot replace assessing each item in the project’s specific context. For example, the item “check market-access conditions” only has meaning when someone actually cross-checks the project’s business lines against the conditional business-line list and Vietnam’s international commitments — not just ticking “done”.

Two, the right order. Vietnamese law arranges FDI procedures into a chain of dependencies: fix the location before applying for the IRC (because the IRC records the project location); with the IRC, then register the enterprise (ERC) for a new project; open the capital account before contributing capital; have work permits before foreigners work. Reversing the order — e.g. signing a long-term lease before knowing whether the project will be approved — is the fastest way to turn preparation costs into sunk costs.

Three, the right deadlines and the right person responsible. Many FDI obligations run on countdown clocks: fully contributing capital within the statutory deadline; periodically reporting on investment project implementation; renewing work permits and sub-licences before expiry. Each checklist item must attach to a specific deadline and a responsible person — otherwise it is just a list of things “everyone knows but nobody does”.

Phase 1 — Pre-entry preparation (before signing any costly commitment)

• Determine the market entry model: greenfield or acquisition/capital contribution (M&A) — each model has a different procedure chain. See capital contribution and share acquisition by foreign investors if choosing M&A.
• Check the market-access conditions of the intended business lines against the conditional investment business-line list and Vietnam’s international commitments.
• Preliminary site assessment: right to use the location, use purpose, address under the new administrative units (34 provinces/cities from 12/6/2025, two-tier government from 1/7/2025), ability to meet sector conditions.
• Design the ownership structure and capital flow: direct investor, intermediate holding company, plans for capital transfer and profit remittance — note the foreign ownership cap if the business line has a ceiling.
• Estimate sub-licences by business line for the timeline and budget — see conditional business lines.
• Score the project’s investment incentives while still on paper — this is the only time optimising incentives is still cheap.

Phase 2 — Completing establishment procedures

• Obtain the Investment Registration Certificate (IRC) for projects subject to registration — prepare the project proposal, prove financial capacity, consular-legalise foreign documents; record investment incentives in the IRC immediately if the project qualifies.
• Register the enterprise, obtain the Enterprise Registration Certificate (ERC); carve the seal, register digital signatures, open bank accounts.
• Open the capital account at a commercial bank — the only lawful channel for the foreign investor’s capital contributions and profit remittance.
• Fully contribute the charter capital within the statutory deadline; keep full contribution vouchers.
• Obtain sub-licences by business line (if any): business licences, eligibility certificates, environmental approvals, fire prevention…
• Register tax, e-invoices, social insurance for employees.

Phase 3 — Operations: the “forget it and you’re caught” items

• Work permits and temporary residence cards for foreigners working in Vietnam — track deadlines for timely renewal. Foreigners working without a work permit (or exemption confirmation) is an administrative violation for both the individual and the enterprise.
• Labour contracts, internal labour regulations, salary scales registered as required.
• Tax compliance: filing and paying VAT, CIT, contractor tax (if transactions with foreign parties), annual tax finalisation. Enterprises with both incentivised and non-incentivised activities must account separately for each part.
• Reporting obligations: periodic reports on investment project implementation to the investment registration authority; statistical, labour and environmental reports depending on sector. Not filing reports not only incurs penalties but also “loses points” for the enterprise when it needs to amend or expand the project.
• Internal governance: accounting books under Vietnamese standards, periodic Members’ Council/General Meeting of Shareholders meetings, resolution archiving.

Phase 4 — Periodic review (every 6–12 months)

• Cross-check IRC/ERC content against actual operations: any changes in objectives, capital, location or representatives not yet updated?
• Review the validity of all sub-licences and renewal deadlines — never let the enterprise operate in a “licence expired” gap.
• Check new legal changes affecting the project’s business lines (especially after major law revisions like the Investment Law 2025, effective from 1/3/2026).
• Re-assess maintaining investment incentive conditions before each tax finalisation period.
• Re-assess the tax structure and profit repatriation cash flow.

Tailoring the checklist to the business model

The general checklist framework above covers the foundational obligations most FDI projects encounter. But each business model needs an extra layer:

• Manufacturing projects in industrial parks: add the layer on environmental impact assessment, fire prevention, labour safety, workshop construction permits.
• Trading and distribution companies: add import-export rights, retail establishment licences, distribution conditions for certain special goods.
• Technology services enterprises: add personal data protection obligations, conditions for digital content services (if any).
• Specially conditional services (travel, education, healthcare, logistics…): each sector has its own sub-licence system — a detailed licence matrix is needed from the preparation phase.

This “tailoring” is where lawyers create the most value: turning a general framework into a compliance map with specific tasks, deadlines and responsible persons for your enterprise.

Signs your checklist has “red flags”

Invite a lawyer to conduct a legal health-check as soon as these signs appear: overdue unhandled items; licences about to expire not renewed; IRC/ERC content diverged from actual operations; the enterprise preparing major changes (capital increase, business-line expansion, relocation, ownership restructuring, exit); or an upcoming inspection or tax finalisation period.

FLAT LAW FIRM provides legal health-check services for FDI enterprises: a comprehensive review of licences, reporting obligations, tax – labour – foreign exchange compliance, producing a “compliance map” tailored to each enterprise. For new investors, we accompany from day one: designing the procedure roadmap (IRC → ERC → sub-licences), standardising foreign documents, working with competent authorities. For operating enterprises, our retainer legal advisory package plays the role of an “outsourced in-house legal department”: deadline reminders, contract reviews, new-law updates and handling emerging issues.

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