How to Get a Business License in Vietnam: Step-by-Step FDI Guide

business license vietnam

business license vietnam

Setting up a company in Vietnam – which business licenses do you actually need? This is a common question of foreign investors when they begin researching the legal procedures for company formation. For foreign investors, the phrase “business license” is not a single administrative document, but a general term for the mandatory legal pair: IRC (Investment Registration Certificate) and ERC (Enterprise Registration Certificate). In addition, depending on the specific business field, the company may need to register additional sub-licenses (sub-license).

This article provides detailed guidance on the accurate step-by-step implementation process, supplies actual timelines, and lists the mandatory procedures that need to be completed after receiving the license, helping investors prepare correctly from the beginning in order to obtain a business license vietnam in a convenient manner.

1. What a Business License Vietnam Means for Foreign Investors

The concept of “business license” for an FDI company is not a single type of license. When implementing a foreign direct investment project, this is a unified term for two foundational levels of legal certificates:

  • Investment Registration Certificate (IRC): The document that records the approval of the competent authority for the investment project. The IRC records core information about the investor, business objectives, total investment capital, project implementation location, and operating term.
  • Enterprise Registration Certificate (ERC): The official document that establishes the legal entity status of the company in Vietnam. The ERC records the company name, head office address, charter capital, and information of the legal representative. The code recorded on the ERC is simultaneously the tax code of the company.

For conditional business lines (for example: direct retail activities to end consumers), the company must apply for an additional Business License (Business License for retail activities) or a specialized license (sub-license). These sub-licenses operate independently and are not on the same level as the IRC/ERC but are mandatory conditions for entering operations. Readers may refer to the detailed document list in the article IRC/ERC Documents.

Step 1 – Confirm Business Lines, Market Access, Channel and Company Type

The initial preparation stage plays a decisive role in the entire licensing progress. Accurately determining the foundational factors helps avoid having to amend the dossier multiple times:

  • Determine the business list & Distribution channels: The company needs to clarify the products/services to be provided, target customer objects, and distribution channels (wholesale, retail, or e-commerce) in order to cross-check and code them correctly according to the Vietnam Standard Industrial Classification system.
  • Check Market Access Conditions: Carefully appraise the foreign ownership ratio of foreign investors and the list of business lines with restricted market access under the regulations in the Law on Investment 2025 (Law 143/2025/QH15, effective from 01/03/2026).
  • Select the legal model:
    • Limited Liability Company: Suitable for the majority of medium and small investors due to the lean management structure and limited liability within the scope of contributed capital.
    • Joint Stock Company: Suitable when there are multiple shareholders or when the company plans to raise capital.
  • Prepare the head office location: Complete the office lease contract or registered address contract (Shared Office) that has full legal documents of the lessor before submitting the dossier.

Step 2 – Prepare and Obtain the IRC

The process of obtaining the Investment Registration Certificate (IRC) requires close coordination between documents prepared by the investor and technical dossiers built by the advisory firm:

  • Documents prepared by the Investor:
    • Individual investor: A passport that is still valid (only needs to be notarized in Vietnam) and a bank account balance confirmation document to prove financial capacity (do not use a guarantee letter).
    • Corporate investor: Legal documents of the parent company that have undergone consular legalization at the Vietnamese Consulate in the home country. The legalization process usually takes approximately 14–30 days, therefore it should be completed within 30 days before the official filing date.
  • Documents drafted by the Advisory firm: Application for implementation of the investment project, Investment Project Proposal, premises lease contract together with legal documents proving the lessor’s right to lease. Information of the Legal Representative and Chief Accountant/Person in charge of accounting must be determined for registration right at the time of submission.
  • Receiving authority & Processing time: The dossier is submitted at the Department of Finance (previously the Department of Planning and Investment) or the Management Board of the Industrial Zone/Export Processing Zone if the project is located in a concentrated zone. The actual time to receive the IRC is approximately 5–6 weeks from when the dossier is complete (the time prescribed by law is shorter), not including the time for obtaining explanation opinions from inter-agency authorities.
  • New legal point: Article 19 of the Law on Investment 2025 allows foreign investors to establish a company (issuance of ERC) before performing the investment project registration procedure (issuance of IRC) if they fully meet the market access conditions.

Step 3 – Obtain the ERC

After completing and receiving the IRC, the company proceeds to submit the company establishment registration dossier to obtain the ERC.

  • Processing time: The actual time usually ranges from 1-2 working weeks.
  • Legal Representative regulations: The company may register one or more Legal Representatives, but must ensure that at least one person resides regularly in Vietnam.
  • Important note: When the ERC is issued, the company already has an official tax code. However, the company is still not allowed to issue invoices or receive capital contributions immediately and must continue with the operational steps in Step 4.

The Legal Representative is the person who stands as the representative of the company in transactions with state authorities, banks, and partners, so investors need to select a person who can be present in Vietnam when needed to sign documents and work with banks. After obtaining the ERC, the information recorded on the certificate is the basis for subsequent steps such as seal engraving, tax registration, and account opening.

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Step 4 – Complete Post-Licensing Work

For the company to officially enter legal and tax-safe operations, investors need to complete the following post-registration steps in the correct order:

  • Engrave the legal entity seal of the company.
  • Purchase and activate the Digital Signature (USB Token / Digital Certificate) used for electronic transactions.
  • Perform the initial tax registration procedure and register the electronic identification account (VNeID) for the company.
  • Open the Direct Investment Capital Account (DICA) at a licensed commercial bank. When opening the account, the Legal Representative must be present in person; the bank will require the visa/temporary residence card of the Legal Representative and the Decision on appointment of the Chief Accountant.
  • Proceed to contribute the full charter capital through the DICA account within 90 days from the date of issuance of the ERC. Late capital contribution will be subject to administrative penalties and there is a risk of license revocation.
  • Perform the procedure to register the use of electronic invoices with the managing tax authority. 

The company should prepare a tracking list of each step, completion date, and person in charge so as not to miss important milestones such as the 90-day capital contribution deadline.

business license vietnam

Step 5 – Check Whether You Need a Sub-License

The company needs to accurately review the field of operation in order to determine the obligation to apply for sub-licenses:

  • B2B trade activities: Companies engaged in wholesale and import-export business normally only need to own the ERC to meet the conditions for operations.
  • B2C retail activities: Companies performing retail distribution to end consumers (including the form of retail via e-commerce) are required to apply for an additional Business License (business license) for retail activities.
  • Other conditional business lines: Fields such as education, healthcare, logistics… require separate specialized operating licenses. The company should discuss carefully with the advisory firm before registering industry codes.

Determining early whether a sub-license is needed helps the company avoid having to adjust business lines or apply for additional licenses after already entering operations, when business progress may be affected.

Business License Support at Vina TPT

With more than 20 years of experience accompanying more than 500 corporate clients, Vina TPT’s specialist team brings a full-package advisory and procedure implementation solution, helping foreign investors obtain a business license safely and on schedule:

  • Directly review industry codes, market access conditions, and advise on a suitable company model before preparing the dossier.
  • Clearly divide the list of documents that the investor needs to prepare (passport, account balance confirmation, consular legalization) and the entire portion of work that Vina TPT undertakes (drafting technical dossiers, submitting, explaining, and receiving IRC/ERC results).
  • Support a legal business registration address solution through the Shared Office service for clients establishing a company.
  • Undertake the full package of tax – banking procedures after the ERC and provide accounting – tax services right from the first month.
  • More than 20 years of experience accompanying more than 500 corporate clients, with a specialist team supporting fluently in English, Japanese, and Chinese.

business license vietnam

Conclusion

In summary, the process of owning a business license vietnam for foreign investors is completing the IRC and ERC pair, accompanied by specialized sub-licenses if belonging to a conditional field. Accurate document preparation right from the initial definition step will help optimize time and costs. If belonging to a conditional industry, the company needs to determine early the sub-licenses that must be applied for so that the business plan is not interrupted. Please send a detailed description of the expected business activities together with the nationality of the investor to Vina TPT to receive the detailed document list and the IRC/ERC licensing roadmap for the company’s business license vietnam.

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Accounting Review in Vietnam: Key Signs, Steps and Preparation

accounting review

accounting review

The accounting review service delivers practical value to companies through a comprehensive reconciliation of the accounting books system, source documents, and account balances with VAS standard regulations as well as the tax returns already filed. It needs to be clarified that accounting review is not a mandatory procedure under the law, but a voluntary and proactive cross-check solution. This service helps companies identify errors in accounting records and weaknesses in the accounting department’s operations, enabling them to implement appropriate corrective measures and mitigate tax compliance risks before a tax inspection by the authorities.

Performing an accounting review early is the key that helps companies proactively adjust figures while there is still time, eliminate the risk of administrative tax penalties, and at the same time avoid prolonging the audit progress of the annual financial statements. The article below presents in detail the warning signs that books need review, the standard implementation process, the method of assessing the level of tax inspection, and clearly distinguishes the difference between review and audit.

1. What Is an Accounting Review or Accounting Health Check?

In substance, accounting review is the process of in-depth examination of the entire General Ledger, detailed account ledgers, recording documents, and financial balances against the Vietnamese Accounting Standards (VAS) system, as well as consistency with the tax returns already filed. The output product of this process is a detailed findings report, accompanied by a list of proposed adjusting entries and a summary table of tax risk areas that the company needs to remediate.

Companies should proactively implement accounting review Vietnam at the following important milestones:

  • The stage of preparing to close the accounting books at the end of the financial year.
  • The time before an inspection by the relevant authorities, such as tax or social insurance agencies.
  • Before preparing the dossier to remit lawful profits to the Parent Company overseas.
  • The stage of preparing for M&A transactions, restructuring, or investment exit.

2. Key Differences Between Accounting Review and Independent Audit

Clearly distinguishing between internal accounting review and independent audit helps companies use the correct service according to needs:

Comparison Criteria

Accountin Review/ Health Check

Financial Audit

Performed by Independent accounting / tax advisory firm Licensed independent audit firm
Core objective Detect errors and accounting, tax risks, and adjust figures Express an opinion on whether the financial statements are presented truly and fairly
Output Findings report & list of adjusting entries Official independent audit report
Can it replace the audit report? No, it cannot replace the audit report A mandatory legal report as prescribed

Accounting Review Is Not a Review Engagement

It needs to be clarified that the “Review of financial statements” procedure (Review Engagement) under Vietnamese Standard on Review Engagements VSRE 2400 (issued together with Circular 65/2015/TT-BTC) is a limited assurance service performed by practicing auditors. Meanwhile, the accounting review service mentioned in this article is in substance an internal review and cross-check activity aimed at detecting technical errors and optimizing figures.

These two tasks are complementary in nature: performing an internal accounting review beforehand will help the subsequent independent audit process proceed quickly, smoothly, and minimize exception opinions from the auditor to the greatest extent.

3. Signs Your Books Need an Accounting Review

During operations, when the following abnormal signs appear, companies should immediately proceed to review the accounting books system (books review before audit):

  • Cash/bank deposit differences: The bank deposit account balance on the accounting books does not match exactly with the Bank Statement from the bank at the period-end closing date.
  • Revenue figure inconsistency: Revenue recorded on the accounting books has differences compared with the total revenue declared on the periodic VAT tax returns without an explanatory table of the causes.
  • Unreasonable receivable, payable, and inventory balances: Receivable, payable, and internal advance balances have been outstanding for a long time without reconciliation; negative inventory balances appear on the books.
  • Missing expense documents: Many expense items lack valid invoices, are recorded in the wrong accounting period, or the balances of foreign-currency monetary items have not been revalued at the period-end date.
  • Group report differences: Financial statement figures under VAS have large differences compared with management report figures sent to the Parent Company but lack a Reconciliation Package.
  • 2026 circular transition risk: The company performs the transition of the accounting regime from Circular 200/2014/TT-BTC to Circular 99/2025/TT-BTC in 2026 but has not reviewed and accurately converted the opening balances of the accounting accounts.

Beyond the warning signs above, companies are still advised to carry out a periodic independent accounting review even when none of these symptoms are present. A proactive review uncovers hidden or potential errors that rarely surface in day-to-day operations, keeping the books accurate and audit-ready before the financial year closes.

4. The Accounting Review Process Step by Step

A standard accounting review process is performed systematically through 7 clear steps:

  • Agree on scope & objectives: The two parties hold a meeting to accurately finalize the work scope, the accounting period to be reviewed, and the risk focuses that need attention.
  • Collect data: The review department receives the Trial Balance, detailed account ledgers, bank statements, and all tax returns filed during the period.
  • Reconcile asset & liability balances: Proceed to check and reconcile cash balances, bank deposits, receivables/payables (through debt confirmation letters), physical inventory counts, fixed assets, and depreciation/allocation schedules.
  • Reconcile book figures with Tax: Review the consistency between general ledger data and VAT tax returns, provisional Corporate Income Tax returns, Personal Income Tax returns, and Foreign Contractor Tax (FCT) returns.
  • Examine expenses & Related-party transactions: Review the conditions for deductible expenses when calculating Corporate Income Tax, the legality of documents, and check transactions arising with related parties.
  • Prepare the report & Propose adjustments: Issue a detailed findings report, clearly analyze the causes of errors, the level of risk, and prepare the list of proposed adjusting entries.
  • Perform figure adjustments: After the Board of Directors approves, the accounting department proceeds to record the additional adjusting entries and file supplementary tax returns (if adjusted tax obligations arise).

4. How Ready Are Your Books for Audit?

To assess the level of readiness of the books before the independent audit period, companies can use the Checklist below:

  • Accounting books have been completed and officially closed.
  • All receivable/payable and bank deposit balances have been reconciled and debt confirmation letters have been issued.
  • Full cash count, inventory, and fixed asset count minutes are available as of 31/12.
  • Fixed asset depreciation schedule and prepaid expense allocation schedule are prepared accurately.
  • The Transfer Pricing Documentation set and declaration appendices have been completed.
  • The audit document request list (PBC List – Provided by Client List) is prepared and ready.

Based on the reconciliation results, the books usually fall into one of three levels:

  • Ready: books have been closed, balances have been reconciled, and the PBC list is sufficient; can be handed over immediately to the auditor.
  • Needs minor adjustments: some recording errors or missing reconciliations remain; adjusting entries are needed before the auditor enters.
  • Needs reconstruction of books for certain periods: errors are repeated across multiple periods or source documents are missing; the books of the affected periods must be reconstructed.

accounting review

Note for FDI companies: According to regulations, foreign-invested companies are required to have their annual financial statements audited and to submit the audited reports within 90 days from the end of the financial year. Therefore, companies should perform the accounting review 1 to 2 months before the audit firm enters work in order to ensure progress.

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6. Accounting Review Services at Vina TPT

The Accounting Review (Accounting Health Check )service at Vina TPT is specifically designed to bring absolute peace of mind to the company’s management before audit periods and tax inspections:

  • Perform the review according to the standard 7-step process, issue a detailed findings report accompanied by bilingual technical explanations (English – Vietnamese / Japanese).
  • Directly support the company in performing the book-closing adjusting entries after approval; support preparation of the PBC document set and work directly with the independent audit team.
  • Integrate the Tax Health Check package to comprehensively screen risks arising from VAT, Corporate Income Tax, Personal Income Tax, and Foreign Contractor Tax obligations.

Performing accounting review is the optimal method that helps companies proactively detect errors and control tax risks through reconciliation of books, documents, and returns, while at the same time raising the level of readiness for the annual financial statement audit period.

Please send the most recent Trial Balance so that we can provide a proposed review scope and detailed implementation roadmap before the audit period!

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accounting review

Back Office Services in Vietnam: What a Full Package Includes

back-office-services

back office services

In a volatile business environment, the general trend among foreign investors is to prioritize flexible outsourced operating solutions. Besides traditional specialized areas such as tax advisory or accounting, back office services are increasingly trusted by FDI companies in order to convert the fixed costs of salaries, insurance and recruitment for in-house operating staff into variable costs based on actual needs.

By outsourcing administrative tasks such as issuing e-invoices, reviewing contracts, preparing bank transfer orders or storing vouchers and records, a company optimizes its organizational resources. This article analyzes in detail what makes up a package of back office support for FDI companies, the benefits of reducing compliance risks, and the method for choosing a suitable service scope.

1. What Back Office Services Cover in Vietnam

Back office services are understood as a chain of administrative, corporate secretarial and legal compliance tasks. Although these tasks do not directly generate revenue, they play the role of the backbone that helps a company operate lawfully, maintain continuity and meet the prescribed deadlines.

Basically, a comprehensive back office services Vietnam package includes 03 core groups of tasks:

  • Corporate Secretarial: Managing legal records and internal decisions, and complying with the Law on Enterprises.
  • Office Administration: Managing vouchers, issuing invoices, supporting bank transactions and storing documents.
  • Compliance Filings & Liaison: Submitting periodic reports and working directly with the competent state authorities.

Service scope note: Accounting – Tax and Payroll management are separate specialized areas, and are not within the scope of an ordinary administrative back office package. (Companies can also refer to Vina TPT’s accounting service and read the article FDI Accounting in Vietnam to understand the specific accounting obligations of FDI companies.)

2. Corporate Secretarial Tasks

Corporate secretarial work ensures that the company’s internal legal system is always standardized and fully compliant with the regulations of the Law on Enterprises:

  • Drafting and managing the system of Meeting Minutes and Resolutions of the Members’ Council / Board of Directors and the General Meeting of Shareholders; updating the Register of Members / Register of Shareholders in line with the actual situation.
  • In-depth advice on the rights and obligations of investors and the legal representative based on the Law on Enterprises and the company’s Charter.
  • Drafting and managing internal governance documents such as Appointment Decisions, Notices, Authorizations and simple commercial/service contracts.
  • Reviewing, checking the terms and tracking the validity progress of sales and purchase contracts and office/asset lease contracts.
  • Carrying out the procedures to register changes to enterprise registration information (changes of shareholders/members, legal representative, increase/decrease of charter capital, change of head office address).
  • Registering and notifying the company seal samples and managing the digital signature (USB Token / Digital Certificate).

As a result, every decision of the Members’ Council, the Board of Directors or the General Meeting of Shareholders is fully recorded, consistent with the registered records and ready to be provided when a state authority or partner requests it.

3. Office Administration Tasks for FDI Companies

Office administration work is designed to standardize the flow of vouchers and support the daily financial transactions of FDI companies:

  • Collecting, classifying, checking the validity of and organizing the system of input invoices (office rental costs, utilities, service suppliers); issuing output e-invoices according to business needs.
  • Preparing payment orders on the e-banking system (Internet Banking) for monthly operating expenses, salary expenses, Social Insurance contributions and taxes payable (the company retains the final approval right before the money is transferred).
  • Receiving, checking vouchers and preparing expense reimbursement files for employees under the internal financial regulations.
  • Managing clerical work, receiving and delivering mail, parcels and express-delivery documents.
  • Systematically managing and storing both hard copies and soft copies of reimbursement files, personnel files and legal files; carrying out digitization and translation of documents upon request.

The company remains the final approver of every payment; the service provider only prepares the orders and records so that payments are made on time and with the proper vouchers. This separation helps the company save time on paperwork while keeping control of its cash flow.

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4. Compliance Filings and Liaison with Authorities

Fulfilling compliance reporting obligations on time helps the company limit the risks of administrative violations:

  • Preparing and submitting periodic reports to state management authorities according to the legal schedule: the Report on the Implementation of the Investment Project on the National Investment Information System and periodic statistical reports).
  • Advising on setting up the set of vouchers and storage records needed to ensure tax compliance; working closely with the accounting department to provide figures promptly.
  • Representing the company in transactions and explanatory meetings with specialized authorities such as the Department of Finance and the Management Board of Industrial Parks / Export Processing Zones (IP/EPZ); applying for new or updating operating licenses and certificates.
  • Tracking and updating the Compliance Calendar and proactively sending reminders to the Board of Directors before important deadlines.

When reporting deadlines are tracked on a common calendar and reminded in advance, the management does not have to remember each deadline of each authority on its own.

5. What Back Office Services Help Your Company Optimize

Applying an outsourced back office solution brings many strategic benefits that help improve the company’s competitiveness:

  • Optimizing operating costs: Converting fixed costs (salary, social insurance, recruitment costs, training for full-time administrative staff) into flexible variable costs based on the actual scope of work incurred.
  • Saving management time: Freeing the management and the sales team from repetitive administrative work, helping them focus resources on market development activities and generating revenue.
  • Limiting legal risks: Records and reports are handled by a team that understands the law, helping limit the risk of late filing, document errors or administrative penalties.
  • Maintaining the continuity of the organization: Ensuring that the workflow runs smoothly without interruption even when there are changes in internal personnel. The record system is stored in a standardized way and is easy to look up during audits or tax inspections.
  • Flexibly adjusting the scale: The company can easily expand or reduce the scope of work used at each stage of development of the investment project.

6. How to Choose the Right Back Office Services Package

Depending on the organizational model and the operating stage, a company can choose a service package with a suitable scope of work:

6.1. Newly Established FDI Company

  • Context: The company has just received the Enterprise Registration Certificate (ERC) and needs to complete its initial organization.
  • Recommended scope: Register the seal sample, set up the digital signature, prepare the Register of Members, issue the initial internal governance regulations, and set up a standardized record and voucher storage system from the first day of operation.

6.2. Company Without an Admin Team

  • Context: The company wants to keep a lean staff structure and does not set up a separate Administration – Human Resources department.
  • Recommended scope: Outsource all 03 groups of tasks as a full package: Corporate Secretarial, Office Administration and legal Compliance Reporting.

6.3. Company with an In-House Admin

  • Context: The company already has in-house administrative staff handling basic office tasks.
  • Recommended scope: Outsource on a supplementary modular basis for complex areas requiring high expertise: in-depth Corporate Secretarial work, periodic compliance reports and representation when working with state management authorities.

Note when choosing a provider: The company should clarify criteria such as the working language, the commitment to filing deadlines, the data security policy, the main point of contact (Single Point of Contact), and the payment approval process. 

back office services

7. Back Office Services at Vina TPT

Vina TPT provides a comprehensive back office services solution, acting as a single point of contact that handles the full package of Corporate Secretary, Office Administration, and Legal Compliance tasks. Companies can easily integrate the back office package with Vina TPT’s Accounting and Payroll services to create a synchronized operational management system.

  • With more than 20 years of practical experience accompanying more than 500 corporate clients, we clearly understand the common bottlenecks that FDI companies face when handling administration and compliance themselves: missing documents, missed filing deadlines, or work interruptions when internal staff resign. From this understanding, we build deadline tracking processes and clear task assignment so that work runs stably.
  • Transparent quotations and clear definition of the work scope before implementation, so that the company knows which tasks are performed by Vina TPT and which tasks are handled by the internal department.
  • When using the service, companies optimize the fixed costs of full-time administrative staff, reduce the risk of late or incorrect document submission, and free up management time to focus on business activities. Documents are stored systematically and are easy to retrieve during audits or inspections, while work is not interrupted when there are changes in internal personnel.

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back office services

Accounting Handover Checklist for Changing Firms in Vietnam

accounting handover checklist

accounting handover checklist

“Does changing the accounting service provider mid-year delay the company’s next tax filing period?” The answer is definitely no, provided that the transition is managed tightly through a clear handover list (accounting handover checklist). In practice, delays or discrepancies in figures in the next filing period usually stem from handing over incomplete original records, failing to finalize opening balances, or failing to determine a specific cut-off date between the parties.

This article compiles a detailed accounting handover checklist by group of key records. The content focuses entirely on the technical handover of figures and documents, helping the company maintain continuity and on-time compliance in the following filing periods when it makes the decision to change accounting firm Vietnam.

1. When to Plan the accounting handover checklist

To ensure the transition runs smoothly and does not interrupt tax obligations, the company needs to proactively plan the timeline early:

  • Determine the cut-off date: The ideal cut-off point is right after the tax obligations of a periodic filing period (end of month or end of quarter) have been completed and paid. This clearly allocates legal responsibility for the figures already filed between the former firm and the new firm.
  • Handle the peak period (finalization season, January–March): If the accounting firm is changed right during the period of preparing Financial Statements and annual tax finalization, the company must agree in writing on which party will bear the main responsibility for completing the Financial Statements and finalizing Corporate Income Tax/Personal Income Tax for the previous financial year.
  • Notice period and handover roadmap: The company sends the termination notice within the period committed to in the current service contract. The handover roadmap should run for 2 to 4 weeks before the official cut-off date so that the parties have enough time to count, reconcile and hand over the records.
  • Official handover record: The entire list of documents and vouchers and the account balances at the cut-off date must be recorded in detail in a Handover Record confirmed by the parties.

2. Accounting Handover Checklist: Books and Records

The list of accounting books and figures to be handed over consists of two core parts: electronic data and the original legal vouchers.

a. Books and Financial Data

The former accounting firm is obliged to export and hand over all accounting data up to the cut-off date:

  • The General Ledger, the Detail Ledgers of accounts and the Trial Balance up to the cut-off date.
  • The complete set of Financial Statements of previous years (including the audited version where an independent audit is mandatory).
  • Backup files of the data in the accounting software or a complete data export in Excel format.
  • The fixed asset register and depreciation schedule, the prepaid expense allocation schedule (Account 242), and the inventory summary and detail schedule of receipts, issues and balances.
  • A list of all of the company’s bank accounts together with the reconciliation of deposit balances at the cut-off date.

b. Source Documents and Contracts

Source documents are an important legal basis for explanations when the tax authority carries out an inspection or audit:

  • The set of input source documents, output invoices, receipt vouchers, payment vouchers, and bank debit and credit advices.
  • All economic contracts (sales and purchase, service provision, loan agreements and asset lease contracts) together with acceptance and liquidation minutes.

Legal note on storage: Under Article 12 of Decree 174/2016/NĐ-CP, the company’s Legal Representative is responsible for managing and storing accounting books, Financial Statements and accounting vouchers for a minimum of 10 years. Therefore, all original documents must be stored centrally at the company’s premises, and the service provider should not hold the originals long-term.

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3. Tax Files and Filing History

The filing history and tax files are the foundation for the new accounting firm to continue performing tax obligations in accordance with regulations:

  • Periodic tax returns: All VAT returns, Personal Income Tax returns, provisional Corporate Income Tax returns and Foreign Contractor Tax (FCT) returns filed over the periods.
  • Annual finalization files: Corporate Income Tax finalization returns and Personal Income Tax finalization returns of past years, together with the related-party transaction information appendices (if any).
  • Payment documents: Payment receipts to the state budget, and confirmation notices of outstanding or overpaid tax from the tax authority.
  • In-depth files: Files proving Corporate Income Tax incentives, the schedule tracking loss carry-forwards over the years, and the most recent tax inspection/audit minutes of the tax authority (if any).
  • Confirmation of period status: A document clearly confirming which accounting/tax periods have been closed and which are still open.

The new firm should reconcile the figures in the returns already filed with the books at the cut-off date. If differences are found, they need to be added to the list of open items for immediate handling, rather than being discovered only at the finalization period.

4. Access Rights to Transfer (accounting handover checklist)

The transfer of access rights to electronic management systems needs to be carried out in parallel to ensure the security and the company’s control:

  • Electronic tax account: Receive the login information and change the password immediately after the handover is completed.
  • Digital signature (USB Token / Digital Certificate): The digital signature is a legal asset owned by the company and must be kept directly at the company.
  • E-invoice account: Hand over the administrator rights of the e-invoice system and the rights to issue/adjust/replace invoices, together with the list of invoices that are wrong or awaiting handling.
  • E-banking view rights (Internet Banking): Hand over view-only access to look up balances and transaction history, if it was previously granted to the former accounting firm.
  • Social insurance and investment reporting accounts: Receive the electronic social insurance filing account. For FDI companies, the accounts on the National Investment Information System and the statistical reporting system must also be recovered and received.
  • Revoking access rights: Revoke all access rights, permissions and passwords of the former service provider immediately after the cut-off handover date.

accounting handover checklist

5. Payroll, Social Insurance and Labor Records (accounting handover checklist)

Labor and payroll records are directly related to deductible expenses when calculating Corporate Income Tax and to employees’ Personal Income Tax obligations:

  • Payroll sheets, labor contracts and decisions on salary adjustments/appointments.
  • The social insurance unit code, the list of employee increases/decreases and the registration records of dependents.
  • Written authorizations for employees’ Personal Income Tax finalization (if any).
  • Valid Work Permits and Temporary Residence Cards (TRC) of foreign personnel.
  • Periodic labor utilization reports (6-month and annual) already submitted to the labor management authority.

For foreign personnel, the validity of the Work Permit and the Temporary Residence Card should be checked at the time of handover so that the accountant knows the upcoming renewal dates. The payroll and social insurance records should also be reconciled with the number of employees actually working at the company.

6. Open Items and Handover Minutes

Outstanding items that have not been handled need to be listed transparently so that the new accounting firm can take them over and follow up on their resolution:

  • A list of customer/supplier balances not yet reconciled, internal advances not yet settled, or invoices/documents still missing.
  • Files, explanation documents or tax refund requests awaiting an official response from the tax authority.
  • The schedule for tracking the filing and payment deadlines of the next filing period.
  • Handover Minutes: The record must state in detail the list of records, the opening account balances handed over, and the lawful confirming signatures of the company’s Representative, the former service provider and the new service provider.

Each outstanding item should state the person in charge, the deadline for handling and the related documents. This list is attached to the handover record so that the parties can follow it together until completion.

7. How Vina TPT Takes Over Your Books

The process of taking over books at Vina TPT is standardized to protect the interests of the company:

  • Reviewing the list before takeover: Vina TPT sends the company a detailed accounting handover checklist before the cut-off date, and proactively reconciles the opening balances taken over with the data in the tax returns already filed.
  • Proposing an Accounting Review: If the former books are found to have many errors or inconsistent figures, we will propose an in-depth accounting review solution (please refer to the article Accounting Review in Vietnam for more details).
  • Ensuring the schedule & bilingual reports: The first tax filing period right after the handover is submitted on time, and the company receives a bilingual reporting system so that the management can follow the situation.

Conclusion

Using a standardized accounting handover checklist helps the company control all financial books, tax files, electronic access rights, payroll – social insurance data and outstanding tasks when changing service providers. This careful preparation ensures that the company’s tax compliance runs continuously and with legal safety. When each group of records is counted and confirmed in the handover record, the new accounting firm can take over the work right from the first filing period.

Please send us the planned date for changing your accounting firm to receive a list of files to prepare under the accounting handover checklist and a free sample Handover Record, together with a takeover roadmap that fits your company’s filing schedule!

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FDI Accounting in Vietnam: 4 Requirements Beyond Bookkeeping

FDI accounting

FDI accounting

“The FDI company also keeps its books under VAS just like a domestic company, so where does the accounting actually differ?” In essence, the daily bookkeeping entries for incurred transactions such as receipts, payments, and purchases and sales of goods are completely the same. However, the presence of foreign capital brings with it specialized management regulations that the accounting department of an FDI company is required to monitor separately and comply with strictly.

This article analyzes the 04 core specific requirements of FDI accounting: managing capital contribution and investment reports, preparing for the mandatory financial statement audit, controlling related-party transactions – Transfer Pricing, and accurately accounting for foreign employee expenses.

1. Track Capital Contribution and File Investment Reports

All cash flows, from the initial contributed capital and foreign loans to the profit remittance activities of an FDI company, must be carried out through the Direct Investment Capital Account (DICA) opened at an authorized commercial bank, in compliance with Circular 06/2019/TT-NHNN.

The investor is obliged to contribute 100% of the registered charter capital within 90 days from the date the Enterprise Registration Certificate (ERC) is issued. The amount of capital actually contributed must match exactly the information recorded on the Investment Registration Certificate (IRC) and the ERC. The accounting department needs to proactively monitor the progress of money transfers, record capital contributed in foreign currency at the actual transaction exchange rate at the time the money arrives in the DICA account, and carefully store all international money-transfer documents and the bank’s confirmation advice. Delayed capital contribution not only affects the project schedule but also leads to serious administrative penalties.

For medium- and long-term foreign loans, the company is obliged to carry out the loan registration procedure with the State Bank of Vietnam before disbursement.

Investment Reports in FDI Accounting

Besides the ordinary accounting books, accounting for foreign-invested companies also requires the performance of periodic investment reporting obligations. The company is responsible for preparing and submitting the Report on the Implementation of the Investment Project on a quarterly and annual basis on the National Investment Information System (in compliance with the 2025 Law on Investment, effective from 01/03/2026), together with statistical reports sent to the local management authorities.

The accountant needs to ensure absolute consistency between the figures on implemented capital, revenue, profit and labor scale presented in the investment reports and the data in the official accounting books.

2. Prepare for the Mandatory Financial Statement Audit

Under Article 37 of the 2011 Law on Independent Audit and Article 15 of Decree 17/2012/NĐ-CP, all FDI companies in Vietnam are required to have their annual Financial Statements audited by an independent audit firm, regardless of revenue scale or profit/loss status.

From the 2026 financial year, the company’s financial statement set is prepared under the standard system of Circular 99/2025/TT-BTC, consisting of 04 mandatory reports, in which Form B01-DN is officially renamed the “Statement of Financial Position”. The deadline for submitting audited financial statements to the tax authority, the statistics authority and the business registration authority is no later than 90 days from the end of the financial year. Where the company has registered to use a foreign currency as its accounting currency, the financial statements submitted to state authorities must be converted into Vietnamese Dong (VND) at the prescribed exchange rate.

The entire audit preparation process should be planned by the accountant early in order to optimize the time of working with the auditors:

  • Select the independent audit firm early.
  • Reconcile all account balances and issue debt confirmation letters (AR/AP) to customers and suppliers.
  • Carry out a physical count of cash, inventory and fixed assets as of 31/12.
  • Prepare in advance the list of documents requested by the auditor (PBC List) for handover to the audit team.

Operational note: Financial statements audited by an independent auditor are a mandatory legal condition for the company to finalize annual Corporate Income Tax and to prepare the file for lawfully remitting profits to the Parent Company abroad.

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FDI accounting

3. Related-Party Transactions and Transfer Pricing

Transactions arising between an FDI company and its Parent Company or affiliated companies within the same group (such as purchases and sales of raw materials and goods, management fees, brand royalty fees, or loan agreements) must be fully reflected in the accounting books, ensuring that complete economic contracts, valid invoices and documents, and a transparent pricing calculation are in place.

The company is obliged to prepare and submit the Appendices on related-party transaction information attached to the Corporate Income Tax finalization return in accordance with Decree 132/2020/NĐ-CP (as amended and supplemented by Decree 20/2025/NĐ-CP). Under Article 16 of Decree 132/2020/NĐ-CP, the total interest expense incurred in the period by a company with related-party transactions is deductible when determining taxable expenses for Corporate Income Tax up to a maximum of 30% of total net profit from business activities plus interest expense and depreciation expense (EBITDA).

For payments made abroad to the Parent Company or third parties (such as consulting service fees, royalties and loan interest), the accounting department is responsible for declaring and paying Foreign Contractor Tax (FCT) within the prescribed deadline.

Transfer Pricing Documentation for FDI Companies

Besides declaring the appendices, an FDI company subject to the regulation is required to prepare and retain a Transfer Pricing Documentation set, including: the Local File, the Master File and the Country-by-Country Report where applicable.

In some cases, a company may be exempt from the obligation to prepare Transfer Pricing Documentation if it meets the thresholds on revenue and value of related-party transactions as prescribed. The accountant needs to ensure that the related-party transaction figures declared to the Vietnamese tax authority match exactly 100% with the data reported to the Group.

4. Foreign Employee Compliance

Work related to foreign personnel basically falls under the responsibility of the HR department. However, in many small-scale FDI companies or representative offices, the accounting department often concurrently handles salary calculation, Personal Income Tax declaration, Social Insurance contributions, and permit file storage. Therefore, accountants need to clearly understand the following regulations in order to support or perform them when assigned:

  • Personal Income Tax (PIT): Resident individuals (present in Vietnam for 183 days or more in a year or having a regular place of residence) perform Personal Income Tax finalization according to the progressive tax schedule on total global income; non-resident individuals are subject to a fixed tax rate of 20% on the portion of income arising in Vietnam (the new Personal Income Tax Law needs to be verified).
  • Income arising overseas: In cases where foreign experts receive part of their salary or allowances paid by the Parent Company overseas for the working period in Vietnam, this income must still be converted and fully declared for Personal Income Tax in Vietnam.
  • Allowance expenses: Allowances such as housing paid by the company, tuition fees for children studying in Vietnam, and periodic return airfare need to be accurately classified as to which amounts are included in taxable Personal Income Tax income and which amounts are exempt (current legal documents need to be verified).
  • Mandatory Social Insurance: Applies to employees who are foreign citizens working in Vietnam with a definite-term labor contract of 12 months or more, except for cases of intra-company transfer or those who have reached retirement age (under Clause 2, Article 2 of the Law on Social Insurance 2024, effective from 01/07/2025).
  • Conditions for valid deductible expenses: For salary and bonus expenses of foreign personnel to be counted as deductible expenses when determining Corporate Income Tax, the company must retain a valid Work Permit and Temporary Residence Card (TRC) together with a legal labor contract (needs to be verified).
  • Tax finalization upon returning home: When foreign personnel complete their assignment term and exit Vietnam, the Personal Income Tax finalization procedure for that individual needs to be performed before returning home. (See additional procedural guidance in the article Vietnam Visa, Work Permit and TRC: A Guide for Foreign Investors.)

5. FDI Accounting Services at Vina TPT

Vina TPT is a finance and accounting advisory firm that accompanies FDI companies, providing a full-package FDI accounting Vietnam solution. With more than 20 years of experience supporting more than 500 corporate clients, a specialist team holding CPA and ACCA certificates together with a bilingual English – Japanese – Vietnamese financial reporting system, we help companies fully meet the specific accounting requirements of FDI.

  • Capital & investment reporting management: Monitor the DICA account and the progress of capital contribution; prepare and submit the Report on the Implementation of the Investment Project and statistical reports.
  • Accounting & tax finalization: Keep the books under VAS and send monthly financial statements to the client for review; prepare annual financial statements, finalize Corporate Income Tax and work with the audit firm.
  • Related-party transactions: Prepare related-party transaction appendices and Transfer Pricing documentation, and declare Foreign Contractor Tax.
  • Payroll & foreign employees: Payroll, Social Insurance and PIT finalization; support with visa, Work Permit and Temporary Residence Card (TRC).
  • Chief Accountant service: Register with banks, sign the financial statements and work with state authorities.

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Foreign Direct Investment Vietnam: 5 Things to Plan Before Entry

foreign direct investment vietnam

foreign direct investment vietnam

Vietnam continues to affirm its position as a strategic investment destination for foreign investors seeking opportunities to expand their business operations in Southeast Asia. According to figures published by the General Statistics Office (early October 2026), in the first 9 months of 2026, total registered FDI capital reached approximately USD 50.36 billion and disbursed capital reached approximately USD 21.07 billion. However, for a market-entry plan to achieve the highest practical effectiveness, investors need to prepare a comprehensive roadmap that goes beyond the basic administrative procedures for establishing a company.

This article summarizes 5 strategic factors that investors need to proactively build scenarios for from the very beginning, covering the entire project life cycle from the start of market entry (entry) to capital withdrawal (exit). For an overview of the market and the investment roadmap, you may also refer to the articles Invest in Vietnam 2026-2030 and Entering Vietnam Market Guide.

1. Foreign Direct Investment in Vietnam: Plan Your Entry and Exit

Proactively establishing a strategy for both the entry direction and the exit scenario from the very beginning helps investors choose the right legal ownership structure while also preparing a well-organized document-retention system. This helps optimize the initial operating schedule and eliminates the legal risks that arise when capital withdrawal or project dissolution is needed in the future.

1.1. Registration Documents for Foreign Direct Investment Vietnam

To establish an FDI company, investors need to prepare a standardized set of legal documents for the two core licensing steps:

  • Application for the Investment Registration Certificate (IRC): Includes the Investment project proposal; a notarized copy of the passport (for individual investors); legal-entity documents consularized at the Vietnamese Embassy/Consulate in the home country (for corporate investors); a bank account balance confirmation to prove financial capacity; and a lawful office/premises lease contract (foreign direct investment vietnam)
  • Application for the Enterprise Registration Certificate (ERC): Includes the company Charter, the list and information of the legal representative, and the information of the Chief Accountant or the Person in charge of accounting.

Important note: Consular legalization of foreign documents usually takes 14–30 days, so it should be carried out within 30 days before the filing date. Reference processing times: the IRC takes approximately 5–6 weeks, and the ERC approximately 1–2 weeks after the IRC is issued (not including the time for inter-agency consultation and explanation for conditional business lines). After receiving the ERC, the investor must complete the full contribution of charter capital within 90 days through the Direct Investment Capital Account (DICA) and keep complete money-transfer documents.

1.2. Exit Planning for Foreign Direct Investment Vietnam

Under Articles 207–208 of the 2020 Law on Enterprises, the prerequisite for a company to dissolve is that it must settle all debts and other financial obligations. The dissolution and capital withdrawal process includes the main legal steps:

  1. Pass the Resolution on company dissolution (foreign direct investment vietnam)
  2. Finalize taxes and complete the procedure to terminate the validity of the tax code with the tax authority.
  3. Carry out the procedure to terminate the investment project with the investment registration authority (under the 2025 Law on Investment, effective from 01/03/2026).
  4. Liquidate the company’s assets.
  5. Remit all remaining capital and lawful profits abroad through the DICA account, then close the account.

In practice, the dissolution procedure usually takes several months, of which the tax inspection and finalization stage is the most time-consuming. Maintaining standardized accounting books, financial statements audited by an independent auditor, and complete capital-contribution documents over the years is the key factor that significantly shortens the time for tax inspection and capital withdrawal.

2. Profit Remittance from Foreign Direct Investment Vietnam

An FDI company is entitled to lawfully remit profits abroad periodically each year after the end of the financial year, provided that it has submitted the audited Financial Statements and the CIT finalization return and has fulfilled all tax obligations to the Vietnamese State (including taxes, late-payment interest or penalties, if any). A company is strictly not permitted to remit profits if its Financial Statements still show accumulated losses, even if the current year generates a profit (under Circular 186/2010/TT-BTC) (foreign direct investment vietnam)

In terms of documents and procedures, the company needs to prepare the Decision on profit distribution of the Owner / Members’ Council together with the corresponding Meeting Minutes. In addition, the company must send a written notice to the managing tax authority at least 07 working days before making the transfer (using the form under Circular 186/2010/TT-BTC).

The transfer must be made through a DICA account opened at a licensed commercial bank (under Circular 06/2019/TT-NHNN). The bank will review a file that includes: the audited Financial Statements, the CIT finalization return, tax payment documents, and the Resolution on dividend distribution (foreign direct investment vietnam)

On tax policy: Profits distributed to a parent company that is a foreign organization are currently not subject to withholding tax at source; where the investor is a foreign individual, Personal Income Tax (PIT) applies at a rate of 5% on the profit received.

foreign direct investment vietnam

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3. Tax Framework for Foreign Direct Investment Vietnam

FDI companies in Vietnam need to grasp the following main types of taxes:

Value Added Tax (VAT)

The standard VAT rate is 10%, with a reduced 8% rate available for eligible goods and services until 31 December 2026. Certain sectors are excluded. Businesses should verify applicable rates and meet input VAT deduction requirements.

Corporate Income Tax (CIT)

The standard CIT rate is 20%. Eligible businesses may qualify for 15% or 17% rates based on revenue and applicable conditions. Qualifying investment projects in incentivized sectors or locations may receive preferential rates of 10% or 17%, alongside tax exemptions or reductions.

Personal Income Tax (PIT)

Vietnamese tax residents are subject to progressive PIT rates of 5%–35% on employment income, while non-residents generally pay 20% on employment income sourced in Vietnam. Tax obligations depend on residency status, taxable income, deductions, and applicable tax treaties.

Foreign Contractor Tax (FCT)

FCT generally applies to payments made to foreign contractors for services, royalties, interest, and other Vietnam-sourced income, subject to applicable exemptions. Under the direct method, VAT rates generally range from 2%–5% and CIT rates from 0.1%–10%, depending on the transaction.

a. Related-Party Rules in Foreign Direct Investment Vietnam

Transactions arising between an FDI company and its Parent Company or related parties within the group (such as management fees, brand royalty fees, loan agreements, or purchases and sales of goods/services) must comply with the market-price principle (Arm’s Length Principle).

The company is obliged to fully declare the Appendices on related-party transaction information attached to the CIT finalization return, and to prepare and retain the Transfer Pricing Documentation in accordance with Decree 132/2020/ND-CP.

(Details of the filing schedule and tax compliance are presented in the articles Vietnam tax compliance FDI and Tax services in Vietnam.)

4. Immigration and Residency for Foreign Direct Investment Vietnam

For foreign direct investment in Vietnam, immigration and residency planning should be coordinated with company establishment, particularly when foreign investors or managers intend to work and reside in the country long term.

  • Visas & Temporary Residence Cards (TRC): A business visa (DN) or E-visa is suitable only for market survey and short-term work purposes and is not a substitute for a long-term residence permit. Investor visas are classified by the value of capital contribution (Law 47/2014/QH13, amended by Law 51/2019/QH14 and Law 23/2023/QH15):
    • Category ĐT1 (Capital contribution of VND 100 billion or more): Eligible for a Temporary Residence Card (TRC) with a maximum term of 10 years.
    • Category ĐT2 (Capital contribution from VND 50 billion to under VND 100 billion): Granted a TRC with a maximum term of 5 years.
    • Category ĐT3 (Capital contribution from VND 3 billion to under VND 50 billion): Granted a TRC with a maximum term of 3 years.
    • Category ĐT4 (Capital contribution under VND 3 billion): Granted only an investor visa with a maximum term of 12 months, and not eligible for a TRC.

>>> Read more details in the article: Vietnam Visa, Work Permit and TRC: A Guide for Foreign Investors.

  • Work Permit (WP): Owners and capital-contributing members of a Limited Liability Company, or the Chairperson/Members of the Board of Directors of a Joint Stock Company with a capital contribution value of VND 3 billion or more, are exempt from the Work Permit. Where the capital contribution is under VND 3 billion, the procedure for issuing a WP is still mandatory (under Decree 219/2025/ND-CP, effective from 07/08/2025). Other foreign experts and managers must all have a WP before officially starting work.
  • Legal representative: The company must ensure that it always has at least 01 Legal Representative residing in Vietnam (Article 12 of the 2020 Law on Enterprises). In addition, foreign personnel need to register for Electronic Identification (VNeID) Level 2 (which usually requires holding a TRC) to carry out online transactions and administrative procedures. Investors should clearly plan their actual time of presence in Vietnam before deciding to appoint personnel to this position. 

>>> See also the article: Legal representative for FDI company

5. Workplace Culture and Foreign Direct Investment Vietnam

Beyond legal and financial planning, successful foreign direct investment in Vietnam also depends on understanding local workplace culture, communication practices and employee expectations.

  • Respect for hierarchy & communication etiquette: The working culture in Vietnam values titles, positions and length of service. Politeness in communication, greetings and work emails with superiors is the foundation for building trust quickly.
  • Team spirit & preserving harmony: Important decisions are usually made after consulting the team in order to reach a common consensus. Subordinate staff tend to be reluctant to directly challenge the opinions of managers in group meetings. The answer “Yes” sometimes means “information received” rather than fully meaning agreement; managers should proactively confirm the details in writing or ask open-ended questions.
  • Standardizing operating procedures: Vietnamese personnel have a fast and flexible ability to adapt. However, to ensure consistent work quality, companies should set up a system of Standard Operating Procedures (SOP), transparent KPIs and clear approval authority levels from the very beginning (foreign direct investment vietnam)
  • Staff development & work-life balance: The young workforce is very eager to learn; building a clear training and promotion path is an effective way to retain talent. In addition, companies generally value the balance between work and life (work-life balance), limit communication outside working hours and maintain the culture of a lunch break at the office.

Operational implementation note: Important agreements are usually most effective when discussed directly or through fast communication channels (phone, Zalo). Work progress tends to slow down during the Lunar New Year (Tet) holiday, so investors need to proactively factor this into the schedule. In addition, terms on Gross/Net salary, mandatory Social Insurance and the 13th-month bonus (a market practice, not required by law) need to be recorded transparently in the Offer Letter and the Labor Contract.

6. How Vina TPT Supports Foreign Direct Investment Vietnam

Vina TPT supports foreign direct investment in Vietnam throughout the entire investment lifecycle, from legal structuring and company establishment to ongoing compliance, profit remittance and eventual exit.

  • Entry stage: Advice on optimizing the legal ownership structure; drafting and filing the IRC application (5–6 weeks) and the ERC application (1–2 weeks); providing the Vina TPT Shared Office solution as a lawful business registration address for clients using the company establishment service.
  • Operating stage: Providing a full package of VAS Accounting, Tax, Payroll management & Social Insurance, Transfer Pricing Documentation advisory, Visa / WP / TRC procedures, and preparation of the lawful profit-remittance file to the Parent Company.
  • Exit stage: Carrying out the full company dissolution procedure – tax finalization, closing the tax code, terminating the investment project, remitting the remaining capital abroad; advising on M&A transactions and transfers of capital contribution.

Built on more than 20 years of experience accompanying more than 500 corporate clients, Vina TPT’s team of experts holding CPA and ACCA certificates and Lawyer qualifications communicates fluently in English, Japanese, and is ready to support investors in managing risks in every respect.

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Consolidated Financial Statements in Vietnam: Legal Requirements & Scope of Application

consolidated-financial-statements-vietnam

consolidated-financial-statements-vietnam

In multinational group structures, the parent company overseas frequently requires subsidiaries in Vietnam to provide a standardized financial data package (Reporting Package) in order to perform full-group financial statement consolidation. However, depending on the ownership structure and actual control rights, some companies located in Vietnam are also required to prepare their own consolidated financial statements under local law.

This article provides an overview to help FDI managers and founders clearly understand the nature of consolidated financial statements, accurately determine the cases in which consolidated reporting is mandatory in Vietnam, and master the key groups of data and intercompany transactions that need to be prepared for the Parent Company.

1. When a Company Must Prepare Consolidated Financial Statements

In accounting substance, consolidated financial statements are prepared when a company (Parent Company) holds control over one or more other companies (subsidiaries). Control is defined as the power to govern the financial and operating policies of the company in order to obtain economic benefits, usually associated with holding more than 50% of voting rights or having actual control rights under agreement.

Practical examples to avoid confusion:

  • Case where consolidated financial statements are mandatory in Vietnam: Company A in Vietnam owns 80% of the capital contribution/shares in Company B (manufacturing) in Vietnam. Company A is required to prepare consolidated financial statements for the A-B group.
  • Cases that are NOT subject to consolidation:
  • Only associate investment: A company in Vietnam contributes only 30% of capital to another company and does not have control. The company only accounts for the investment using the equity method on its separate financial statements and does not prepare consolidated financial statements.
  • Two companies under the same individual owner: Two independent legal entities established under the same individual’s name (Sister companies) that do not have a direct parent-subsidiary ownership relationship. Both companies only prepare separate financial statements.
  • FDI company in Vietnam with no subsidiaries: A 100% FDI company in Vietnam has a parent company overseas, but the company itself in Vietnam does not own any other subsidiaries. In this case, the company in Vietnam only prepares separate financial statements under domestic regulations and prepares a Reporting Package to send to the Group; it does not prepare consolidated financial statements in Vietnam.

2. What Consolidated Financial Statements Require from a Vietnam Subsidiary

Technically, preparing consolidated financial statements is the process of combining the separate financial statements of the Parent Company and the subsidiaries, while eliminating all intercompany transactions and balances in order to present the entire group as a single economic entity.

For a subsidiary in Vietnam that does not own any other subsidiaries, the company only needs to prepare separate financial statements under Vietnamese Accounting Standards — VAS (applied under Circular 99/2025/TT-BTC), complete independent audit, and convert the data into the Reporting/Consolidation Package required by the Parent Company.

When a Vietnamese Company Must Prepare Consolidated Financial Statements

In cases where a company in Vietnam acts as the Parent Company (owning subsidiaries), the preparation of consolidated financial statements must strictly comply with VAS 25 and Circular 202/2014/TT-BTC (as amended and supplemented by Circular 43/2026/TT-BTC, applicable to financial years beginning on or after 01 January 2026).

A parent company in Vietnam is exempt from preparing consolidated financial statements when it simultaneously meets all of the conditions prescribed in Clause 2, Article 5 of Circular 202/2014/TT-BTC:

  • It is not a public-interest entity.
  • It is not state-owned.
  • It is a subsidiary of another company and has obtained written consent from all shareholders/capital-contributing members not to prepare consolidated financial statements.
  • Its equity instruments or debt instruments are not publicly traded on the market.
  • Its parent company has already issued publicly available consolidated financial statements under accounting standards.

Legal note: Consolidated financial statements of FDI companies must be independently audited. The deadline for submitting consolidated financial statements is no later than 90 days from the end of the financial year (as prescribed in Article 6 of Circular 202/2014/TT-BTC and current amending documents).

consolidated-financial-statements-vietnam

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3. What the Parent Usually Asks For

When serving global consolidation work, the Parent Company overseas usually requires the Vietnam subsidiary to provide a financial data package that includes the following key components:

  • Trial Balance: Mapped and standardized according to the Group’s Chart of Accounts.
  • VAS financial statement set: The separate financial statement set that has been fully closed and independently audited in Vietnam.
  • Reconciliation & Mapping schedule: A reconciliation of differences between VAS accounting policies and the accounting policies applied by the Group (usually IFRS or US GAAP standards).
  • Related-party transaction schedule: A detailed list of all transactions arising with the Parent Company and sister companies within the same Group.

4. Intercompany Balances to Reconcile First

The review and reconciliation of intercompany balances (intercompany reconciliation) is a prerequisite condition that enables the Parent Company to perform elimination entries during consolidation. The Vietnam subsidiary needs to review and finalize figures with related parties for the following line items:

  • Intercompany balances: Receivables (AR) and Payables (AP) with the Parent Company and companies within the same group.
  • Capital and loan transactions: Intercompany loans, borrowings, and corresponding interest expense/income arising during the period.
  • Revenue and cost of goods sold: Internal sales revenue, internal service revenue, and management fees paid to the Group.
  • Unrealized gains/losses: Profits arising from internal sales of fixed assets or inventories that have not yet been sold to independent third parties.
  • Dividends: Dividends declared payable or dividends received from subsidiaries/associates.

Technical requirement: The parties must agree on the foreign exchange conversion rate, issue Intercompany Confirmation letters, and ensure that corresponding balances match 100% so that they are fully eliminated to zero when elimination entries are made.

consolidated-financial-statements-vietnam

5. Other Data the Consolidation Pack Needs

In addition to basic accounting figures, the consolidation reporting package sent to the Parent Company also requires the following in-depth analytical data:

  • Fixed assets: Detailed fixed asset register, depreciation method, and depreciation schedule for adjustment under group policies.
  • Inventories: Detailed quantity and value of inventories purchased from internal companies that have not yet been sold to the market, together with calculation of Deferred Tax arising from the elimination of unrealized profits (under VAS 17 / IAS 12).
  • Provisions: Detailed schedule of provisions for doubtful receivables, inventory write-downs, and warranty provisions already recognized.
  • Key notes: Detailed explanation of the nature of line items with significant movements during the financial year.

6. When to Lock the Numbers

To ensure compliance with the Group’s global reporting timeline, the Vietnam subsidiary should follow a standardized four-step book-closing roadmap:

  • Step 1: Complete the VAS accounting close and prepare the domestic Trial Balance.
  • Step 2: Perform intercompany balance and transaction reconciliation with the Group’s accounting department.
  • Step 3: Prepare and send the draft Reporting Package to the Parent Company’s Finance Department for review.
  • Step 4: Only perform additional adjusting entries after receiving official confirmation from the Parent Company.

Note: The Group usually requires the Reporting Package to be submitted within 1 – 2 months after the end of the financial year, which is significantly earlier than the 90-day financial statement submission deadline in Vietnam.

7. How Vina TPT Prepares the Consolidation Pack

Vina TPT provides comprehensive advisory and support solutions for FDI companies in preparing consolidated reports and standardizing the Reporting Package:

  • Data standardization: Directly prepare the Trial Balance, perform intercompany reconciliation, and accurately map the VAS chart of accounts to the Group’s Chart of Accounts.
  • Bilingual explanatory reports: Prepare analysis schedules and explain in detail the differences between VAS standards and Group regulations in English/Japanese/Chinese.
  • In-depth consolidated financial statement preparation: For companies in Vietnam that act as the Parent Company, Vina TPT provides a full consolidated financial statements preparation service that fully complies with Circular 202/2014/TT-BTC and Circular 43/2026/TT-BTC.

Conclusion

The process of preparing consolidated financial statements requires the Vietnam subsidiary to proactively close the VAS books on time, accurately reconcile all intercompany transactions, and convert standardized data according to the Parent Company’s requirements.

Please send the Parent Company’s Reporting Guideline so that Vina TPT’s specialist team can analyze and send you the data preparation checklist completely free of charge.

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VAS to IFRS Conversion: Key Items to Review for FDI Companies

vas-to-ifrs-conversion-vietnam

vas-to-ifrs-conversion-vietnam

Most foreign-invested companies (FDI) in Vietnam prepare financial statements under Vietnamese Accounting Standards – VAS (currently applied under Circular 99/2025/TT-BTC) to meet tax finalization obligations and submission requirements to state management authorities. However, the Group or Parent Company overseas is required to use financial statements prepared under International Financial Reporting Standards (IFRS) for global consolidation. Due to differences in accounting substance, figures between these two systems cannot automatically match.

The group of FDI companies that frequently generate the need to convert financial statements from VAS to IFRS includes:

  • 100% FDI subsidiaries: Required to send a periodic Reporting Package prepared under IFRS standards to the Parent Company for full group consolidation.
  • Companies with international investors / banks: Capital providers or foreign banks require IFRS-standard financial statements to assess financial health.
  • Companies on an M&A / capital-raising roadmap: Companies preparing for merger transactions, restructuring, or share issuance to international investment funds.
  • Members of International Financial Centers: Organizations eligible under Circular 118/2026/TT-BTC (effective from 01 January 2027) that may elect to apply full IFRS.

This article analyzes in depth the key line items that commonly show differences when performing VAS to IFRS conversion and the list of documents companies need to prepare to complete the adjustment bridge (Bridge/Reconciliation Pack).

1. Why VAS to IFRS Numbers Differ

The core reason for the difference in figures between the two systems stems from the purpose for which the standards were established:

  • VAS system: Established primarily to serve tax administration and state authority supervision, with a high degree of compliance, based on pre-determined forms and rigid timelines prescribed by the Ministry of Finance.
  • IFRS system: Established to serve investors and management purposes, operating on a principle-based approach and requiring professional judgment regarding the economic substance of transactions.

For the same transaction, VAS and IFRS may prescribe completely different recognition timing or recognition values. Therefore, companies need to prepare a transparent Reconciliation Statement between the two sets of books.

Legal note: Preparing IFRS reports for the Group does not replace the obligation to submit audited VAS financial statements in Vietnam. All Corporate Income Tax and VAT obligations of the company continue to be determined based on Vietnamese tax law.

IFRS Adoption in Vietnam in 2026

Under Decision 345/QĐ-BTC dated 16 March 2020 of the Ministry of Finance, the 2022–2025 period is the voluntary IFRS adoption phase. For the period after 2025, the Ministry of Finance will assess actual conditions to prescribe mandatory subjects; as of now, the regulatory authority has not issued a broad mandatory list. Therefore, 100% FDI companies that are subsidiaries may voluntarily elect to apply IFRS for their separate financial statements.

In particular, Circular 118/2026/TT-BTC (effective from 01 January 2027) officially allows companies that are members of International Financial Centers to elect to apply for full IFRS. The first-time conversion will strictly follow the guidance of IFRS 1 (First-time Adoption of IFRS).

2. Balance-Sheet Items to Review First

When performing VAS to IFRS, the following Balance Sheet line items are where the most technical adjustments arise:

VAS to IFRS Adjustments for Fixed Assets

  • Fixed assets (IAS 16): VAS calculates depreciation based on the timeline framework prescribed in Circular 45/2013/TT-BTC. IFRS, by contrast, requires companies to assess and estimate the actual useful life of the asset.
  • Impairment of assets (IAS 36): VAS does not yet have an equivalent standard for impairment testing. When converting to IFRS, companies must assess indicators of impairment and recognize an impairment loss if the recoverable amount is lower than the carrying amount.
  • Leases (IFRS 16): Under VAS 06, operating lease costs for offices/factories are charged directly to production and business expenses in the period. IFRS 16, by contrast, requires recognition of a Right-of-Use Asset (ROU) and a Lease Liability on the Balance Sheet (except for short-term leases or low-value assets).
  • Inventories (IAS 2): Review the cost formula and adjust inventory write-downs to net realizable value (NRV).
  • Receivables (IFRS 9): VAS recognizes provision for doubtful receivables based on fixed overdue periods (Circular 48/2019/TT-BTC). IFRS 9 applies the Expected Credit Loss (ECL) model based on historical data and forward-looking risk forecasts.
  • Financial instruments (IFRS 9): VAS currently only provides guidance on presentation and disclosure (Circular 210/2009/TT-BTC). IFRS 9 requires classification of financial instruments by substance (AC, FVOCI, FVTPL) and measurement at fair value or the effective interest method.

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3. Profit-and-Loss Items That Usually Move

Adjustments on the balance sheet do not only change asset and liability balances but also directly affect the income statement. Many items that are recognized at a different timing or at a different value between VAS and IFRS will change revenue, expenses, and profit for the period. Therefore, when sending the reporting package to the parent company, the company needs to clearly understand which items on the P&L will differ and the reasons for the differences in order to avoid having to provide explanations multiple times.

The line items on the income statement that commonly change when converting from VAS to IFRS include:

  • Revenue (IFRS 15): VAS 14 recognizes revenue primarily based on the point at which the majority of risks and rewards attached to the asset are transferred. IFRS 15 applies the 5-step model and only recognizes revenue when the company satisfies a performance obligation and transfers control to the customer.
  • Depreciation expense: Corresponding movement after adjusting the useful life and depreciable amount of fixed assets.
  • Lease expense (IFRS 16): Monthly operating lease expense under VAS is fully replaced by depreciation of the ROU asset and interest expense arising from the Lease Liability.
  • Provisions (IAS 37): Recognize provision expenses for product warranty obligations, restructuring costs, litigation costs, or onerous contracts.
  • Deferred tax (IAS 12): Deferred tax liabilities or deferred tax assets arise from temporary differences created by all of the above adjusting entries.

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4. Documents You Need for the Conversion

To ensure the IFRS conversion Vietnam work achieves high accuracy and stays on schedule, companies need to prepare the following source documents:

  • The VAS financial statement set that has been officially closed and completed independent audit.
  • Detailed fixed asset register, depreciation schedule, and all asset/office lease contracts.
  • List of major sales / service provision contracts arising during the period.
  • Detailed aging analysis and debt recovery history for at least the most recent 3–5 years (used for ECL modeling).
  • Detailed list of transactions and economic contracts with related parties.
  • Group Accounting Policies manual and the standard Reporting Package template from the Parent Company.

5. How Vina TPT Supports the VAS to IFRS Bridge

With more than 20 years of experience in investment and finance-accounting advisory for the FDI sector, Vina TPT is a professional bridge that helps companies completely eliminate barriers arising from differences in accounting standards. Bringing together a team of specialists holding reputable international certificates such as CPA and ACCA, we combine a foundation of deep understanding of local law with mastery of International Financial Reporting Standards (IFRS) to deliver optimal compliance solutions:

  • Preparation of the Bridge/Reconciliation Pack: Analyze all differences, prepare adjusting entries from VAS to IFRS, and explain the economic substance in detail to the Group Finance Department through bilingual reports.
  • Standardization of the Reporting Package: Complete financial data in exact accordance with the template prescribed by the Parent Company.
  • Platform system advisory: Where the company needs to standardize a proper VAS financial statement set as the base or needs to prepare internal consolidated financial statements, Vina TPT provides a full package within the corporate financial reporting ecosystem.

(Investors can learn more about the foundational financial statement service in the article Financial Statements Reporting Vietnam and the tax finalization process in the article Annual Tax Finalization in Vietnam 2026.)

The VAS to IFRS conversion process requires in-depth understanding of the economic substance of each transaction, with primary focus on adjusting Fixed Assets, Leases (IFRS 16), Receivables (IFRS 9), Revenue recognition (IFRS 15), and Deferred tax (IAS 12).

Send Vina TPT your latest VAS financial statements together with the Parent Company’s Accounting Policies manual. Our CPA/ACCA specialist team will analyze and send you the list of line items requiring adjustment completely free of charge!

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Financial Statements in Vietnam: Components, Documents & Process

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financial-statements-in-vietnam

Most international investors and FDI finance directors expanding business in Vietnam are already familiar with International Financial Reporting Standards (IFRS). However, in Vietnam, a company’s set of financial statements must be prepared under Vietnamese Accounting Standards (VAS) and must comply with the strict form system issued by the Ministry of Finance. Due to differences in accounting substance and recognition principles, the two sets of figures often show differences in both value and the timing of revenue and expense recognition.

Entering the 2026 accounting period, the preparation of financial statements Vietnam officially applies the new regulations under Circular 99/2025/TT-BTC (replacing Circular 200/2014/TT-BTC). This article analyzes in detail the structure of the four mandatory financial statements, the signing and filing rules for FDI companies, the list of documents that need to be prepared, and the standardized 8-step book-closing process for companies.

1. What Financial Statements in Vietnam Include

Under Article 17 of Circular 99/2025/TT-BTC, applicable to financial years beginning on or after 01 January 2026, a complete set of annual financial statements of a company includes the following four constituent reports:

  • Statement of Financial Position (Form B01-DN): The new legal name replacing the concept of “Balance Sheet,” presenting in aggregate all Assets, Liabilities, and Equity of the company at the book-closing date.
  • Income Statement (Form B02-DN): Presenting an overview of revenue, expenses, and net profit from business activities and other activities during the financial year.
  • Cash Flow Statement (Form B03-DN): Presenting cash inflows and cash outflows during the period from operating activities, investing activities, and financing activities (prepared under the direct or indirect method).
  • Notes to the Financial Statements (Form B09-DN): Providing detailed explanations of the accounting policies applied, movements of significant line items, and financial commitments not yet recognized in the numerical statements.

VAS Financial Statements under Circular 99/2025

Circular 99/2025/TT-BTC officially takes effect from 01 January 2026, completely replacing Circular 200/2014/TT-BTC. The new points that directly affect VAS financial statements for 2026 include:

  • Standardizing the name of Form B01-DN as the Statement of Financial Position.
  • Granting companies the initiative to add or amend level-2 and level-3 accounts and reporting forms, provided that the company issues an internal accounting regulation.
  • Adding certain new accounting accounts to meet new legal requirements (such as the account reflecting additional Corporate Income Tax expense under the global minimum tax rules – Pillar Two).
  • Raising standards for the internal control system and the transparency of figures.

Technical recommendation: FDI companies need to proactively work with their accounting software provider to update the chart of accounts and forms under Circular 99/2025/TT-BTC before the 2026 book-closing period, in order to avoid non-compliance risks during independent audit.

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2. Audit, Signing and Filing Rules for FDI Companies

Foreign-invested companies (FDI) in Vietnam are subject to strict management regarding annual financial statement obligations:

  • Mandatory audit obligation: All FDI companies are required to have their annual financial statements audited by an independent audit firm legally operating in Vietnam, regardless of capital size or profit/loss status (as prescribed in Article 37 of the Law on Independent Audit 2011 and Article 15 of Decree 17/2012/NĐ-CP).
  • Signing responsibility: Financial statements must bear the signatures of the preparer, the Chief Accountant (or the person in charge of accounting), and the Legal Representative of the company (under Article 29 of the Law on Accounting 2015).
  • Filing deadline: No later than 90 days from the end of the financial year, the company must complete submission of the financial statements together with the independent audit report (as prescribed in Articles 25–26 of Circular 99/2025/TT-BTC). For the 2026 financial year calculated on a calendar-year basis, the final filing deadline is 31 March 2027.
  • Receiving authorities: The company submits the financial statements simultaneously to the directly managing Tax Authority, the Statistics Authority, the Business Registration Authority (Department of Planning and Investment), and the Management Board of the Industrial Park/Export Processing Zone (if the company is located in such a zone).
  • Accounting currency conversion: In cases where the company is approved by the Ministry of Finance to use a foreign currency as its accounting currency, the financial statements submitted to state authorities must be converted into Vietnamese Dong (VND) at the prescribed exchange rate.
  • Penalties for late filing: Under Decree 41/2018/NĐ-CP (as amended by Decree 102/2021/NĐ-CP and the latest updating documents), late filing of financial statements for less than 3 months is subject to a fine of 5–10 million VND; late filing of 3 months or more, or failure to attach the audit report, is subject to a fine of 10–20 million VND.

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3. Documents to Prepare Before Closing the Books

To ensure the process of preparing financial statements and the audit proceeds on schedule, companies need to proactively prepare a complete set of source documents before 31 January 2027:

  • Bank balances: Full 12-month statements of all VND and foreign-currency current accounts and the Direct Investment Capital Account (DICA).
  • Invoices and documents: All input and output invoices that have been reconciled and matched with the tax authority’s invoice management system.
  • Receivables/payables and contracts: Debt confirmation reconciliation minutes as of 31 December with customers and suppliers, and major economic contracts still in effect.
  • Assets and inventories: Fixed asset register, depreciation schedule, together with cash count minutes and physical inventory count minutes as of 31 December 2026.
  • Labor and tax: 12-month payroll, social insurance payment documents, and tax returns (VAT, PIT, FCT) filed during the year.
  • Foreign currency and related-party transactions: Schedule of foreign-currency balances, year-end exchange rates, and list of transactions arising with related parties within the group.

4. How Financial Statements Are Prepared: Step by Step

To complete a standard set of annual financial statements that fully meets audit requirements and does not generate risks during tax finalization, companies need to follow a rigorous book-closing process. Below are the 8 standard implementation steps that help the accounting department comprehensively control figures from source documents through to the issuance of the official report:

  • Step 1: Reconcile bank deposit balances, receivable/payable balances, and perform physical inventory counts.
  • Step 2: Review the set of accounting documents and process any missing invoices or documents that do not meet VAS validity requirements.
  • Step 3: Record year-end closing entries: depreciation of fixed assets, allocation of prepaid expenses, recognition of provisions, and revaluation of foreign-currency monetary items.
  • Step 4: Close the general ledger and prepare the Trial Balance.
  • Step 5: Generate the four financial statements according to the form system of Circular 99/2025/TT-BTC.
  • Step 6: Reconcile consistency between the financial statements and the periodic tax returns already filed, and review related-party transaction files.
  • Step 7: Hand over the data to the independent audit firm and perform adjusting entries according to the auditor’s recommendations.
  • Step 8: Complete legal signing and finalize submission of the reports to the competent authorities within the prescribed deadline.

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5. How Financial Statements Link to Tax Finalization

Audited financial statements are the most important legal basis for determining Corporate Income Tax obligations for the year. The accounting profit before tax figure on the financial statements (Form B02-DN) is the starting point for adjusting increase/decrease differences under tax law, thereby determining taxable income for Corporate Income Tax.

The deadline for submitting the Corporate Income Tax finalization dossier coincides with the deadline for submitting financial statements (the last day of the third month from the end of the financial year, under Article 44 of the Law on Tax Administration 2019). Where the company has related-party transactions, the financial statements must be submitted together with the related-party transaction information appendices under Decree 132/2020/NĐ-CP.

(Note: To learn more about annual tax finalization regulations, please refer to the article Annual Tax Finalization in Vietnam 2026. In addition, the obligation to report FDI investment project implementation status on the fdi.gov.vn system is an independent reporting obligation, detailed in the article on FDI Investment Reporting Requirements.)

6. Year-End Financial Statement Support at Vina TPT

With its position as an advisory firm with more than 20 years of experience supporting FDI companies, Vina TPT provides a comprehensive solution for the 2026 annual financial statement period:

  • Standardized financial statement preparation: Perform the full recording and preparation of financial statements in exact accordance with the forms prescribed in Circular 99/2025/TT-BTC.
  • Audit representation: Work directly with independent audit firms and explain figures in depth until the official audit report is issued.
  • Bilingual management reports: Provide a standardized periodic monthly/quarterly management reporting system in bilingual (Japanese – English – Vietnamese) format to help the Parent Company easily control finances.
  • Senior specialist team: Directly performed by specialists holding CPA and ACCA certificates with more than 20 years of FDI advisory experience.

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Conclusion

The set of financial statements in Vietnam consists of four standard reports under VAS, must be independently audited for FDI companies, and must be submitted to the competent authorities within 90 days. Early preparation of documents from January is the key factor that enables companies to proactively control figures and complete compliance obligations on time.

Please send information about your financial year and current book status to receive the document preparation checklist and a free book-closing roadmap.

Company Registration Consultants in Vietnam for Foreign Investors

company registration consultants

company registration consultants

When deciding to expand business activities and establish a company in Vietnam, seeking a professional company registration consultants firm is an important strategic step for international investors. What founders and FDI managers truly need is not only a unit that supports document filing, but a consulting partner capable of ensuring the file is accurate from the first submission, establishing a clear timeline, minimizing the requirement for physical presence in Vietnam, and being ready to take over the entire post-licensing legal and accounting procedures.

This article details Vina TPT’s professional working method when accompanying foreign investors through the FDI company registration process: clearly defining the client’s preparation obligations, the advisory firm’s execution responsibilities, and the practical implementation timeline.

1. How Vina TPT Works as Your Company Registration Consultants

To ensure the company registration Vietnam process proceeds smoothly and according to commitment, Vina TPT establishes a transparent division of work between the Investor and the Advisory Firm:

Investor’s Responsibilities

The investor is responsible for providing the original legal documents from the country of origin:

  • Personal / Legal-entity documents: A notarized copy of a valid passport (for individual investors) or Certificate of Incorporation / extract of parent company information that has been consularized at the Vietnamese Embassy/Consulate in the home country (for corporate investors).
  • Proof of financial capacity: A bank account balance confirmation of the investor corresponding to the registered capital.
  • Operational description: A detailed description of the business model, the list of intended products/services, and the target customer segment.

Vina TPT’s Execution

Vina TPT takes over all technical stages and procedural representation in Vietnam:

  • Reviewing VSIC industry codes, checking the maximum foreign ownership ratio, and market-access conditions.
  • Drafting in detail the investment project proposal and the application file for the Investment Registration Certificate (IRC) and the Enterprise Registration Certificate (ERC).
  • Representing the client in working with the licensing authority, filing documents, and proactively handling additional explanation requests.

Operational note: Information about the Chief Accountant or the person in charge of accounting must be registered in the file submitted to the business registration authority. Most filing and explanation steps can be authorized to Vina TPT; however, the stage of opening a commercial bank account requires the Legal Representative to be physically present.

>>>> Investors can refer to the detailed division of responsibilities in the article Documents Required (IRC-ERC) for Vietnam Company Registration

company registration consultants

2. Why Foreign Investors Choose Vina TPT

Save Time and Minimize Application Revisions

Vina TPT’s specialist team works directly with and tracks files at the Department of Planning and Investment as well as the Management Boards of Industrial Parks/Economic Zones. Thanks to a deep understanding of practical operational requirements – especially the points that state authorities frequently request explanations for, such as industry details, registered office location, or financial capacity – we standardize a complete file from the first submission, eliminating the risk of multiple rounds of file returns.

Get an Investment Setup Tailored to Your Business Model

With more than 20 years of specialized experience in FDI investment advisory and a network of more than 500 corporate clients from Japan, Germany, Taiwan, the United States, the United Kingdom, Singapore…, Vina TPT possesses superior practical capability. We do not apply generic file templates; instead, we conduct thorough reviews to accurately map ownership conditions and sub-licenses that best suit each specific business model.

Working in English, Japanese and Chinese

Our consulting team communicates fluently in English, Japanese, and Chinese. Founders and foreign managers who do not yet reside in Vietnam can still easily track progress, assess risks, and receive detailed reports in their own working language.

2.4. Registered Address at Vina TPT Shared Office

For companies newly entering the market that have not yet leased fixed premises, Vina TPT provides a legal business registration address solution at Vina TPT Shared Office in central Ho Chi Minh City. The service provides a full office lease contract and building legal documents for filing the IRC/ERC application, integrated with professional reception and meeting-room services, while remaining flexible for conversion to a Private Office when headcount expands.

>>>> Learn more about the premises solution in the article Shared Office Solutions for FDI Companies in Vietnam

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2.5. One Partner from ERC to Daily Compliance

Vina TPT is an end-to-end partner accompanying the company throughout from formation to daily operations. Immediately after receiving the ERC, we activate the mandatory post-licensing procedure chain:

  • Engrave the legal-entity seal.
  • Register the electronic digital signature (Token/HSM).
  • Complete initial tax registration and activate the company’s VNeID account.
  • Guide the opening of the Direct Investment Capital Account (DICA) and monitor capital contribution within the 90-day deadline.

At the same time, Vina TPT takes over the entire VAS-standard accounting, tax, Chief Accountant appointment, payroll management, social insurance, and processes Visa, Work Permit, and Temporary Residence Card (TRC) procedures for foreign staff.

3. FDI Company Registration Timeline with Vina TPT

The standardized FDI company registration implementation timeline with Vina TPT is divided into the following specific milestones:

  1. Pre-Filing Stage (Finalize location & documents): Survey the location, sign the office lease contract (using the client’s own premises or Vina TPT Shared Office service), and standardize the consularized document set (consular legalization in the home country usually takes 14-30 days; it is recommended to complete it within 30 days before filing).
  2. Investment Registration Certificate (IRC) issuance stage: Approximately 5 – 6 weeks from the date a complete valid file is submitted.
  3. Enterprise Registration Certificate (ERC) issuance stage: Approximately 1 – 2 weeks after the IRC is officially issued.

(Note: The above timeline applies to ordinary sectors and does not include the time required for opinion/explanation requests from relevant ministries and agencies for conditional business sectors.)

4. Who Our Company Registration Service Fits

The process of entering the Vietnamese market requires high legal accuracy, optimization of licensing time, and a solid compliance foundation from the very first day. Vina TPT’s end-to-end FDI company formation advisory service is specifically designed to fully meet the needs of four strategic investor groups:

  • International individual investors: Founders opening a company in Vietnam for the first time often face difficulties because they do not fully understand the document sequence, industry conditions, and the tasks that must be completed immediately after the ERC. With comprehensive support from business model review, document drafting, and IRC/ERC filing through to handover of the tax and banking steps, we help you gain an overview of the entire process, avoid incorrect sequencing, and optimize time to receive results faster.
  • Companies that want accuracy, compliance, and peace of mind from the start: Companies that need a legal registered address, a complete file on the first submission, and a transparent process so they do not have to handle multiple rounds of supplementation. We focus on checking ownership conditions, sub-licenses, and document consistency before filing, helping the company operate in compliance from the day the ERC is received.
  • Multinational corporations: Entities that need a single point of contact (Single Point of Contact) to manage the entire process from formation legal work through to accounting, tax, and labor compliance. Vina TPT handles everything from finalizing the company structure and filing documents to post-licensing support, allowing overseas management to track progress without coordinating multiple different providers.
  • Investors in trading, manufacturing, services, and technology sectors: Including companies operating in import-export, distribution, consumer goods manufacturing, consulting services, information technology, F&B, and sectors requiring sub-licenses. We support accurate industry code mapping, determination of foreign ownership conditions, and preparation of documents suitable for each specific business model.

Conclusion

Choosing reputable company registration consultants such as Vina TPT is the guarantee that helps international investors master the legal roadmap – from industry review, drafting and filing the IRC/ERC application, providing a business registration address, to handing over a tax system and bank account ready for operation.

Contact us today and provide information on your intended business sector together with your investor model (Individual or Organization). Vina TPT’s specialist team will analyze in detail and send you the document checklist and an accurate implementation roadmap completely free of charge.

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