Post-Incorporation Compliance Vietnam: FIE Obligations, Calendar and the Case for a Retainer

Updated: 10 October 2026 · IVLF Advisors

Most licensing failures in Vietnam happen before the certificate is issued. Most value leakage happens afterwards. Post-incorporation compliance Vietnam rules apply to a foreign-invested enterprise (FIE) from the date of its enterprise registration certificate (ERC): a 90-day capital deadline, a mandatory foreign investment capital account, beneficial ownership records, periodic investment reports, tax filings, an annual audit, work permits and sector sub-licences.

The risk lies in their interaction: a late contribution weakens the account trail, which weakens the audited equity, which blocks the first dividend. This note rates each duty, gives a 12-month calendar and explains when a legal retainer pays for itself.

Regulatory update as of 10/10/2026: Circular 38/2026/TT-NHNN took effect on 18/08/2026 and replaced Circular 06/2019/TT-NHNN, so every capital-account procedure written before then is stale. Decree 342/2026/ND-CP (issued 03/09/2026) now governs trading sub-licences, and Circular 55/2026/TT-BTC supplies the reporting forms.

Post-Incorporation Compliance Vietnam Starts on the ERC Date, Not on First Revenue

Several duties within post-incorporation compliance Vietnam are triggered by incorporation itself and run whether or not the company has issued an invoice.

Why FIE obligations are a legal risk, not an administrative one

Three features move post-incorporation compliance Vietnam into the legal function:

• Cascading consequences. Defects in capital contribution, account usage or reporting resurface as conditions to later transactions: capital increases, share transfers, IRC amendments and profit remittance.
• Self-assessed incentives. Under Article 24 of Decree 96/2026/ND-CP, incentives are applied by the enterprise on the basis of its investment registration document. The burden of proving entitlement sits with the company.
• Personal exposure. The legal representative signs filings; expatriate directors also carry immigration exposure.

Who owns post-incorporation compliance Vietnam in the group

Allocate each workstream by board resolution on day one: capital and banking, investment reporting, tax and accounting, immigration, sub-licences, with an escalation route to the parent.

Capital, Account and Beneficial Ownership Under Circular 38/2026

The 90-day capital deadline in post-incorporation compliance Vietnam

Under the Law on Enterprises (Articles 47, 75 and 113 for multi-member LLCs, single-member LLCs and JSCs), members and shareholders must contribute charter capital within 90 days of the ERC date, excluding transport and import time for in-kind assets. Late contribution requires registering the capital actually contributed and risks penalties. Risk rating: High.

DICA after Circular 38/2026: account duties and the 12-month migration

The market still says DICA, but Circular 38/2026/TT-NHNN speaks of the “foreign investment capital account in Vietnam” (Article 18.5). It lapsed Circular 06/2019/TT-NHNN from 18/08/2026 (Article 18). The post-incorporation compliance Vietnam duties on the account are these:

• Scope (Article 6): FIEs with more than 50% foreign-owned charter capital, PPP project companies, BCC parties and petroleum contractors must open the account.
• Structure (Article 7): one FX and one VND account per entity at the same bank, one per currency; changing bank means opening anew, moving the full balance and closing the old account.
• Contributions (Article 4): monetary capital must arrive by bank transfer into the account (Article 4.4); transfers may precede registration of a capital change (Article 4.5).
• Investor duties (Articles 14–15): banks record the amount and purpose of each transfer; investors must state the purpose truthfully, supply supporting documents and update the bank after any change to their certificates (Article 15.3). The State Bank may call for ad hoc reports (Article 17.2).
• Transition (Article 19): existing FIEs holding charter capital in ordinary payment accounts may move it to the investment capital account (Article 19.1); accounts that must close under Article 7.5.a(i)–(ii) are closed within 12 months (Article 19.3); petroleum investors active before 18/08/2026 have 12 months to migrate (Article 19.2).

Treat the ledger as primary evidence of the investor’s capital position; payments by an affiliate other than the registered investor are a recurring source of remediation. The text does not expressly address opening an account before the company exists. [Verification Required]

Beneficial ownership records

Article 17.1 of Decree 168/2025/ND-CP defines a beneficial owner as a natural person holding, directly or indirectly, 25% or more of charter capital or voting shares, or exercising control. Articles 18–19 require declaration, including by corporate shareholders holding 25% or more, and a maintained beneficial owner list. The duty follows Law 76/2025/QH15. [Verify pinpoint] For multi-tier structures, document the look-through analysis and refresh it on every upstream change.

Investment Reporting Vietnam Under Circular 55/2026

Investment reporting Vietnam is often overlooked by groups whose accountants focus on tax, yet it is the duty most directly linked to incentives.

Forms I.3.1 and I.3.2

Circular 55/2026/TT-BTC, signed and effective on 15 May 2026, replaces Circulars 03/2021/TT-BKHĐT, 25/2023/TT-BKHĐT and 06/2025/TT-BKHĐT. It prescribes the quarterly (I.3.1) and annual (I.3.2) project implementation reports and a pre-implementation report (I.3.3) for projects without an IRC. Check form codes against the official annex. Deadlines and channel sit in Decree 96/2026 provisions not verified in full. [Verification Required]

Reports as incentive evidence in post-incorporation compliance Vietnam

Decree 96/2026 (Articles 19 and 21) ties incentives to disbursement thresholds, for example VND 6,000 billion within three years for projects of that size, or VND 1,000 billion for technology and strategic projects. The disbursement the company reports is its evidence of entitlement. A report that is late or inconsistent with the audited accounts weakens the incentive position before any tax audit begins.

Tax Registration Vietnam, Audited Financial Statements and Remittance

Tax and audit are the part of post-incorporation compliance Vietnam that is outsourced first, and are where legal and accounting scopes leave gaps.

Tax registration and periodic filings

Tax registration Vietnam is integrated with enterprise registration: the enterprise code serves as the tax code. The company must then settle its VAT method, e-invoicing, digital signature and chief accountant; VAT, PIT withholding and provisional CIT follow monthly or quarterly cycles. [Verify deadlines] The standard CIT rate is 20%. [Verify]

Audited financial statements

FIEs must have annual financial statements audited by an independent firm under the audit legislation. [Verify pinpoint] Do not confuse this with Article 6.7 of Decree 96/2026, which removes the requirement to submit audited statements for the last two years as proof of financial capacity in an IRC application. That concerns the investor at licensing; it does not relieve the operating FIE.

The audit, the CIT finalisation and the annual investment report should reconcile; IFRS groups should build a VAS–IFRS bridge from month one.

Remittance through the account and Pillar Two

Article 11 of the Law on Investment 2025 permits foreign investors to remit capital and profits abroad after fulfilling financial obligations. Under Articles 11–12 of Circular 38/2026, remittance must pass through the investment capital account. The circular sets no remittance deadline and no tax or audit precondition; tax duties still apply, and banks commonly ask for the audit and CIT finalisation. [State Authority Practice / Verification Required] For groups with consolidated revenue of EUR 750 million or more, Resolution 107/2023/QH15 applies the global minimum tax, with Decree 236/2025/ND-CP as the implementing decree. [Verify] Data quality from year one is therefore a tax issue.

People and Licences in Post-Incorporation Compliance Vietnam

Work permits and TRCs under Decree 219/2025

Decree 219/2025/ND-CP, effective 07/08/2025, replaced Decree 152/2020 and governs expatriate managers, executives, experts and technical workers. Apply 10–60 days before the start date; the authority decides within 10 working days (Article 22); a permit lasts up to two years. Assignments under 90 days a year may be exempt, with notice at least three working days ahead (Articles 7(13), 9(4)). A temporary residence card (TRC) follows. Start these files at appointment. See our immigration and work permits practice.

Sub-licences under Decree 342/2026

Post-incorporation compliance Vietnam also covers activity licences, because the ERC and IRC do not authorise every activity. Decree 342/2026/ND-CP, issued 03/09/2026, now regulates goods trading by foreign investors; Decree 09/2018/ND-CP was the previous framework. Its effective date, any repeal and the treatment of existing licences are [Verification Required]. On the portion read, a business licence (Article 5) is needed for retail distribution, certain import and wholesale, e-commerce platforms and trade intermediary services, issued by the provincial People’s Committee (Article 8). Retail outlets need an outlet licence, and an economic needs test (ENT) may apply. A company holding foreign capital may keep operating existing outlets while its licence is pending, for at most 12 months (Article 5(6)(c)).

Law 24/2026/QH16 also replaces Appendix IV with 137 conditional business lines from 1 March 2027. Existing licences stay valid until expiry; pending applications for repealed lines are halted. Map each registered line against the new list.

A 12-Month Compliance Calendar Vietnam for a New FIE

The compliance calendar Vietnam subsidiaries need varies by sector; treat the table as a starting framework for post-incorporation compliance Vietnam planning.

Risk Matrix and the Value of a Post-Incorporation Compliance Vietnam Retainer

Groups run post-incorporation compliance Vietnam through one of three models: an in-house team, an outsourced accountant, or an accountant plus a legal retainer. The third is common in years one to three because the duties that cause the most damage (account usage, IRC amendments, sub-licences, immigration) sit outside the accountant’s scope. A retainer earns its fee by catching three events early: a change of bank or investor, a sub-licence trigger when scope widens, and a permit expiry. See our corporate and commercial practice for how this is scoped.

IVLF typically starts new subsidiaries with a 12-Month Compliance Calendar & Responsibility Matrix covering the capital account, investment reporting, work permits, TRCs and sub-licences, which can then run under a monthly retainer.

Frequently Asked Questions

When does post-incorporation compliance Vietnam start?

On the ERC date. The 90-day capital deadline, account requirements and beneficial ownership records apply immediately, whether or not the company has started trading.

What investment reporting does post-incorporation compliance Vietnam require?

Quarterly and annual project implementation reports on forms I.3.1 and I.3.2 under Circular 55/2026/TT-BTC. Confirm deadlines and the filing channel under Decree 96/2026 and local practice.

Are audited financial statements part of post-incorporation compliance Vietnam?

Yes. FIEs must have annual statements independently audited. Decree 96/2026 Article 6.7 only removes the investor’s audited-accounts requirement when proving financial capacity for an IRC.

Can capital be paid into an ordinary bank account?

No. Under Circular 38/2026, Article 4.4, monetary contributions must be bank transfers into the investment capital account. Payments outside it commonly need remediation before dividends or exits.

How does Law 24/2026/QH16 affect existing FIEs?

From 1 March 2027 a new list of 137 conditional business lines applies. Existing licences stay valid until expiry, but FIEs should map registered lines against the new list now.

Conclusion: Post-Incorporation Compliance Vietnam as a Board Document

Adopt a written calendar in the first month, assign every line to a named owner by board resolution, and reconcile investment reports, tax filings and audited accounts each quarter. Handled this way, the record lets the group increase capital, remit profit and exit on its own timetable.

This article provides general information as of 10 October 2026 and does not constitute legal advice on any specific matter. Obtain advice on your particular facts before acting.