EnglishAfter obtaining the Investment Registration Certificate and the Enterprise Registration Certificate, your Vietnam company is officially established, but not automatically ready to initiate business activity. There are still 11 additional post-incorporation procedures, that need your further attention.
1. Affix a company sign
The company needs to affix the company name in front of the headquarters and maintains the sign at all time during the company’s operation. Failure to display the company sign will lead to a fine of 30 to 50 million VND and could lead to the locking of company’s tax code.
2. Open company bank accounts
A foreign-owned company in Vietnam is obligated to open at least two bank accounts:
- A Direct Investment Capital Account (DICA). This account is used to make transactions related to your investments in Vietnam, eg. enter the contributed capital, and transfer the profit to your home country. (Please note that the contributed capital needs to be transferred to this account within 90 days of the company establishment date)
- A Current Account in VND currency. This account is used for daily business activities, such as contracts, salary, and tax payments. Business transactions with a value exceeding 20 million VND are required to be transferred via the company’s current account.
In addition, the company may open other current accounts in VND or foreign currencies based on its business demand.
The required documents for opening business bank accounts include:
- Application forms to open company bank accounts (the template is provided by the bank)
- Registration form for Internet banking use (the template is provided by the bank)
- Certified copies of director and/or accountant ID cards or passports
- Certified copies of the Enterprise Registration Certificate and Investment Registration Certificate
- A copy of the company charter
- Other documents depending on the requirements of each bank
The process takes from 1-2 working days. After opening bank accounts, the company needs to provide the banking information to the tax authority.
Learn more: How to use company bank accounts
3. Fully contribute the investment capital on time
The company owner/members/shareholders must fully contribute registered capital within 90 days from the issuance date of the Enterprise Registration Certificate, excluding, if applicable, the time taken for the transportation/importation of assets contributed as capital and the implementation of administrative procedures pertaining thereto. During this period, members/shareholders have rights and obligations corresponding to the committed capital contribution ratio. Company members/shareholders may only contribute capital to the company in assets other than the committed assets if approved by more than 50% of the remaining members/shareholders
Note: Foreign-owned companies are obligated to make charter capital contributions through Direct Capital Investment Accounts. The capital contribution transfer account must be from the investor’s account (corporation or individual). Capital contributions can be in foreign currencies or VND. Late or insufficient capital contribution is subject to a fine of 70 million to 100 million VND.
4. Purchase a digital signature device
A USB Token (commonly known as a digital signature) is a device shaped like a USB, containing a business entity’s digital certificate and secret key. Digital Signatures are provided by a public digital signature authentication service provider.
Every company in Vietnam is required to have at least one USB Token. This device is used to e-sign on the Company’s tax, customs, social insurance, immigration e-transactions, etc.
5. Register e-Tax transactions
Electronic tax transactions involve the implementation of tax administrative procedures such as tax registration, tax declaration, tax payment, tax refund and receiving other documents and records sent by taxpayers to tax authorities, and providing taxpayer support services electronically.
A newly-established company needs to register for electronic tax transactions with the tax authority. Only after being notified by the tax authority to accept the issuance of an electronic transaction account, the company can do electronic tax transactions. The company then must notify the bank. The bank shall send a notice of acceptance or disapproval of electronic tax payment registration to the taxpayer via the Portal of the General Department of Taxation within three working days from the date of receipt of the taxpayer’s registration form.
6. Register to use e-invoice
In order to use Electronic Value-Added Tax Invoices (also known as E-Invoice), the company must obtain the approval of the managing tax authority. According to Circular 78/2021/TT-BTC, the deadline for companies to use electronic invoices is July 1, 2022. Reputable electronic invoice providers that the company can consider: Viettel, Viettak, Misa, BKAV, VNPT …
Invoice issuance documents include:
- A decision to use e-invoice;
- Notice of invoice issuance;
- Sample invoice.
Note: The requirements to register for e-invoice approval are:
- A USB Token;
- An HTKK software to make e-invoice issuance notifications and XML rendering;
- Scanned sample invoices attached to Word files for online submission
7. Submit a business license tax declaration form
The business license fee is a mandatory annual payment to the state budget by legal entities in Vietnam. The deadline for filing the declaration form is by 30 January of the second year of establishment. The business license tax declaration form can be submitted online via the portal of the General Department of Taxation. Newly established companies are exempt from the business license fee contributions for the first year of operation. From the second year onwards, the company must pay the business license tax by 30 January. Currently, the following rates apply:
| No. | Registered capital (billion VND) | Rate |
| 1 | Over 10 billion VND | 3 million VND/year |
| 2 | Under 10 billion VND | 2 million VND/year |
| 3 | Branches, representative offices, business locations, non-business units, and other economic organizations | 1 million VND/year |
8. Comply with tax obligations
In most cases, newly established companies are obliged to declare taxes, even if they have not yet started doing business. Late submission of tax returns will result in penalties.
Yes. All companies operating in Vietnam must organize an accounting system (according to article 49.1 of the Accounting Law 2015). A company has 2 options to organize its accounting system:
- Option 1: Build an internal accounting system: suitable for large enterprises with a substantial business and production scale. The accountant will be regularly present at the business to ensure continuity in the management and operation process.
- Option 2: Outsourcing accounting services: suitable for small and medium-sized businesses with few transactions, helping to save costs on maintaining the accounting system.
In addition, companies must arrange a chief accountant. Except for micro enterprises (employing less than 10 employees, revenue not exceeding 10 billion/year, and total capital less than 3 billion), they are allowed to arrange an accounting person in charge.
Companies without accountants will face fined ranging from 10 to 20 million VND.
Tax declaration is the taxpayer’s preparation and submission to the tax authority of tax declarations and related documents as a basis for determining the taxpayer’s tax obligations to the Vietnamese state budget.
For normal businesses, the types of tax reports that must be prepared include: value-added tax, personal income tax (if any), corporate income tax, import and export tax (if any), contractor (if any), year-end settlement report, and report on invoice usage.
In addition, businesses need to submit license fee declaration documents when newly established, when opening additional branches, or business locations, or when there are changes in capital.
9. Obtain additional licenses/permits (if required)
Before engaging in conditional business activities, the company must apply for additional licenses/permits with the competent licensing authorities if required.
Failure to satisfy these additional requirements may result in fines or severe legal consequences. For this reason, it is advisable that the company should consult with lawyers in advance, to check the business conditions and requirements for each specific business activity.
10. Hire employees (optional)
If the company hires employees, please follow the below checklist:
- Sign labor contracts and/or probationary contracts with employees. Collect personal legal documents and qualifications of employees;
- Issue the company’s internal regulations. If the company employs 10 or more employees, the internal regulations must be registered and approved by the Labor Department.
- Apply for Vietnam work permits for foreign employees (if any) before signing labor contracts with them
- Register personal income tax code for employees and dependents (if not ready available);
- Register to buy social insurance software;
- Register the company’s social insurance unit code;
- Enroll employees in compulsory insurance. The compulsory Social Insurance, Health Insurance, and Unemployment Insurance (SHUI) scheme is applicable to Vietnamese national employees with a definite term under a Vietnamese labor contract of 3 months or above. Within 30 days from the date of signing an official labor contract with an employee, the company must submit a dossier of participation in insurance for that employee.
11. Submit periodic reports
An FDI company is subject to submit various types of reports to different authorities, such as: reports on the implementation of investment projects, reports on investment supervision and assessment, reports on labor usage (if any), reports on commodity trading situations (if any), reports on the implementation of foreign loans (if any). Each report needs to be submitted to a specific authority within the deadlines. Late submitting reports may be subject to penalties, from 1 million VND to 50 million VND. Contact your lawyer to know more about your company’s reporting obligations.
Learn more: List of periodic reports for an FDI company in Vietnam
Conclusion
Successfully completing post-incorporation tasks in Vietnam takes time and requires expertise and experience. Considering this, company owners may consider hiring a reliable consulting firm. Their experts understand the process of corporate compliance in Vietnam, and their knowledge and assistance can be helpful.
