Accounting & Tax, Lasted News

Financial Statements Reporting Vietnam: 2026 Year-End Guide

Posted on 20/10/202623/10/2026 by VINA TPT

In 2026, there are many changes to the accounting regime, particularly the official replacement of Circular 200 by Circular 99/2025/TT-BTC from 01 January 2026. Adjustments to the chart of accounts, the presentation of financial statements, and internal control requirements have caused difficulties for many company accountants – especially accountants of FDI companies – when closing the books and preparing the annual financial statements.

This article shares the points to note when preparing 2026 financial statements under VAS, from report components and documents that need to be prepared to the book-closing process, with the aim of helping FDI companies complete the report set on time and in line with audit requirements as well as Corporate Income Tax finalization.

1. What Year-End Financial Reporting Requires in 2026

Under Vietnamese Accounting Standards (VAS), a complete financial statement set must include four components: the Balance Sheet, the Income Statement, the Cash Flow Statement, and the Notes to the Financial Statements. For foreign-invested companies (FDI), the annual financial statements must be audited by an independent audit firm that is legally operating in Vietnam. The deadline for submitting audited financial statements is no later than 90 days from the end of the financial year (corresponding to 31 March 2027 for companies that apply a calendar financial year).

The 2026 financial statement period is the first year companies officially apply Circular 99/2025/TT-BTC in place of Circular 200/2014/TT-BTC. Two core changes that directly affect the annual financial statements are:

Transition of the chart of accounts: Changes to the list and accounting methods of certain detailed accounts require that the conversion of opening balances be performed accurately and accompanied by a clear reconciliation with the old books.
Transparency requirements on the financial statements: Restructuring of the presentation method for certain items on the Income Statement and the Notes to the Financial Statements, while raising standards for internal control and financial information disclosure.

The detailed components and the book standardization process will be analyzed in depth in the article on the accounting regime for FDI companies.

2. Documents to Prepare Before Closing the Books

To ensure the 2026 annual financial statement closing proceeds accurately and without interruption, companies need to proactively collect and prepare a complete set of source documents, including:

Bank account statements: Full 12-month statements for all current accounts (VND and foreign currency) and the Direct Investment Capital Account (DICA).
Invoices and commercial documents: All input and output invoices that have been reconciled and matched with the tax authority’s invoice management system.
Contracts and receivables/payables: Major economic contracts arising during the year, together with debt confirmation reconciliation minutes as of 31 December with customers and suppliers.
Assets and inventory counts: Fixed asset list, 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 all tax returns (VAT, PIT, FCT) filed during the year.

Recommended timeline: Companies should complete the handover of all document data before 31 January 2027. This is the golden period for the specialist team to check validity, perform year-end adjusting entries, and work with the independent auditor before the legal deadline of 31 March 2027.

3. What Our Financial Reporting Services Include

Vina TPT’s financial reporting services package for the 2026 accounting period is designed as an end-to-end solution, representing the company in all specialized technical stages:

Consultation and classification: Review and advise on the correct list of required documents under VAS regulations.
Document examination: Check the legality, validity, and reasonableness of all accounting documents provided by the company.
Specialized recording: Perform closing entries, allocations, provision recognition, and year-end foreign exchange revaluation.
Balance review: Analyze, check the balance, and reconcile in detail the balances of all accounting accounts.
Preparation and explanation of financial statements: Prepare the annual financial statement set in full compliance with VAS, submit it to the Board of Directors for approval, and answer all detailed questions about the figures.
Audit accompaniment: Represent the company in working directly with the independent audit firm and provide explanatory documents until the official audit report is issued.

Superior value from Vina TPT: With more than 20 years of specialized experience in FDI advisory, and a team of specialists holding CPA and ACCA certificates, Vina TPT provides standardized bilingual (Japanese – English – Vietnamese) financial statements. We provide a Chief Accountant solution that signs off on the financial statements (when using the Chief Accountant service) and implement the entire operating process flexibly on a remote platform.

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4. When Is the Right Time to Prepare the Financial Statements

Although the law allows a 90-day deadline for submitting financial statements from the end of the financial year, companies should absolutely not wait until the end of the year to begin collecting and processing data. In practice, accounting data needs to be reviewed and checked on a monthly basis to promptly detect errors and make adjustments arising during the year.

For small and medium-sized companies that are using in-house accounting staff to record the books and want an independent advisory firm to perform a cross-check, Q4 of each year is the most optimal period to begin signing the engagement. Delaying until after 31 December will expose the company to significant risk: most reputable accounting service providers are already fully booked, the workload becomes compressed, leading to the risk of delayed audit progress and late report submission.

5. How Financial Statements Link to Tax Finalization

Audited financial statements are the most important legal basis for preparing the Corporate Income Tax finalization return. Any difference between the financial statement figures and the tax finalization figures that lacks a reasonable explanatory reconciliation is the first warning signal that attracts a tax inspection.

Vina TPT’s financial reporting solution is integrated with the Corporate Income Tax finalization service, ensuring 100% consistency from the VAS book data to the company’s annual tax return.

(To learn more about the legal deadlines, filing process, and the regulation requiring provisional payment of at least 80% of the full-year Corporate Income Tax, please refer to the article: Annual Tax Finalization in Vietnam 2026)

Conclusion

From January onward, companies need to proactively complete document standardization, reconcile bank balances and receivables/payables, and authorize a professional financial reporting provider to prepare the financial statements and complete the audit before 31 March 2027.

Please send information about your financial year and current book status to receive a tailored book-closing roadmap and service quotation.

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Company Formation

Company Setup in Vietnam: 6 Mistakes FDI Founders Avoid

Posted on 17/10/202623/10/2026 by VINA TPT

Based on our practical experience advising foreign investors, many delays in the company setup in Vietnam process begin long before the application reaches the investment registration authority. They stem from inaccurate decisions made earlier: choosing the wrong form of legal presence, registering business-line codes before checking foreign-ownership conditions, locking in an unsuitable capital level, or leaving foreign legal documents until close to the filing date before starting consular legalization.

This article from Vina TPT will not repeat the entire theoretical process of applying for the IRC and ERC. If you need to review the detailed list of documents, forms, and the file-preparation procedures from both the investor’s side and the advisory firm’s side, please see the article: Documents Required (IRC-ERC) for Vietnam Company Registration.

Within the scope of this article, we focus on analyzing 6 practical mistakes that foreign investors (FDI founders) must absolutely avoid before and immediately after company formation, accompanied by a checklist to help you review accurately before officially submitting the file.

Mistake 1 – Choosing the Wrong Business Structure for Company Setup Vietnam

A Representative Office (RO) and a foreign-invested company (FDI company) are designed for two completely different operational objectives. A Representative Office is only suitable for liaison activities, trade promotion, and market research within the scope permitted by law. It is absolutely not a legal structure for conducting direct business activities, signing commercial contracts, selling goods, issuing VAT invoices, or recording revenue in Vietnam.

If the investor’s objective is to generate revenue and operate an actual business, establishing an independent legal entity is mandatory. In that case:

Limited Liability Company (LLC): This is the most popular and flexible structure for the majority of small and medium-sized FDI companies (owned by 1 member or by 2 to 50 members), with limited liability and a lighter governance structure than a Joint Stock Company.
Joint Stock Company (JSC): Suitable for large-scale projects that require a structure of 3 or more shareholders and that plan to raise capital, offer shares, or list in the future.

Investors need to finalize the commercial model and legal structure before preparing the document set abroad. Changing the company type after documents have already been translated and notarized will force you to redo the entire process from the beginning.

Mistake 2 – Ignoring Foreign Ownership Rules During Company Setup Vietnam

One of the most common mistakes during company setup in Vietnam is selecting business-line codes (VSIC) based solely on their names without first checking the applicable foreign ownership and market-access conditions. The correct process requires the investor to clearly determine what products/services the company sells, to whom it supplies them, and under what operating model.

Wholesale, direct retail to end consumers, consulting services, pure import-export, or F&B operations – each model leads to completely different market-access conditions, maximum foreign-ownership limits, and specialized sub-license requirements.

Failing to carefully check market-access conditions before filing will lead to the risk of the file being suspended during appraisal, or the state authority requesting opinions from relevant ministries and agencies, extending the licensing timeline by many additional months. Sending a description of the business model to the advisory firm for a legal-condition review before drafting the file is the most important step to optimize the FDI company setup process.

Mistake 3 – Setting Capital Without a Realistic Business Plan (company setup vietnam)

When planning company setup in Vietnam, foreign investors should determine their charter capital and investment capital based on actual business needs rather than simply choosing the lowest possible amount. Except for certain sectors that require statutory capital under separate regulations, Vietnamese law generally does not prescribe a common minimum capital level for all industries. However, the registered capital must be reasonable and commensurate with the project scale, premises rental costs, headcount, and the plan to sustain actual operating cash flow.

A registered capital level that is too low relative to actual operating costs will cause the investment registration authority to doubt financial capacity and request transparent explanations. In addition, the investor’s proof of financial capacity (bank balance confirmation / financial statements) must match 100% with the committed capital contribution amount.

After formation, the company is required to contribute 100% of the charter capital within 90 days from the date the ERC is issued (or according to the schedule recorded on the IRC). If capital contribution is delayed beyond the prescribed 90-day period, the company will face serious administrative fines, late-payment interest, and a high risk that the business registration authority will revoke the Enterprise Registration Certificate. Therefore, the registered capital level must be determined based on the actual business plan and funding plan, rather than based solely on initial setup costs.

Mistake 4 – Starting Consular Legalization Too Late

Consular legalization is the legal process in the country of origin that takes the most time, yet it is often started too late by investors. To keep the file from being interrupted, preparation responsibilities must be carried out in parallel between the investor and the advisory firm:

Party responsible	Scope of work and documents
Investor	Prepare original documents abroad: Passport (individual) or Certificate of Incorporation / Charter / Appointment decision (parent company), financial statements or bank balance confirmation. Carry out consular legalization at the Vietnamese Embassy/Consulate in the home country (ideally within 30 days before filing).
Advisory firm (Vina TPT)	Draft the domestic file: Investment project proposal, company charter, enterprise registration forms, and registered office address contract. Receive the consularized originals to perform notarized judicial translation into Vietnamese.

The most critical factor at this step is consistency. Full name, passport number, enterprise registration number, permanent address, parent company name, and registered capital must be accurate and match 100% across all translated pages and state-filing forms. Even a small character discrepancy between the passport and the bank balance confirmation is enough for the file to be returned, generating many additional weeks of processing.

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Mistake 5 – Choosing a Business Address Before Checking Its Legal Eligibility

A location that is suitable for working in practice is not necessarily a legally eligible address for registering the head office or the project implementation site. Before placing a deposit or signing a long-term lease, the investor must check the land/building use purpose of the landlord, the right to sublease, and the accompanying legal file. Residential apartments or collective housing are strictly not permitted to be used as a registered business office.

If the investor does not need a traditional office right from the initial stage, a shared office / serviced office that fully meets legal conditions is the optimal option: it already has a legal lease contract, a central business registration address, and can easily be upgraded to a private office when headcount expands.

Reviewing the legal status of the address before paying a deposit helps the company eliminate one of the most common and costly company setup mistakes in Vietnam.

Mistake 6 – Assuming Company Setup Vietnam Ends with the ERC

This is the most serious and most frequent mistake for investors entering the market for the first time. The Enterprise Registration Certificate (ERC) only establishes the company’s independent legal-entity status in theory. Receiving the ERC does not mean that the company’s operational, financial, and tax-compliance systems are ready to go into operation.

Immediately after receiving the ERC, the company must activate the post-licensing legal procedure chain:

Issue the decision appointing the Chief Accountant and engrave the legal-entity seal.
Open the Direct Investment Capital Account (DICA) and the VND current account at a commercial bank.
Purchase a digital signature (CA Token) and activate the company’s VNeID electronic identity.
File the initial tax registration with the directly managing tax office.
Register and activate the e-invoice template before any sales transactions or the first invoice is issued.
Open the VAS-standard accounting book system, register a social insurance unit code, and process Work Permit / Temporary Residence Card (TRC) procedures for foreign staff.
Fulfill the obligation to file periodic investment project implementation reports.

(The detailed 30-day sequence for setting up the tax-compliance system after formation is presented in the article “Tax Registration Requirements After Your Business Setup Vietnam”.)

A Practical Pre-Filing Checklist for FDI Company Setup Vietnam

Below is a comprehensive checklist for founders to review before officially submitting the investment registration file:

Business Model Defined: Clearly describe the business model (what goods/services are sold, to whom, and how operations are conducted).
Legal Structure Selected: Choose the correct legal-entity form (LLC or JSC; do not use an RO if the objective is to generate revenue).
Market Access Checked: Accurately check the foreign-ownership ratio and accompanying sub-licenses.
Capital Plan Aligned: Registered capital matches the 6–12 month operating budget and a capital-contribution cash-flow plan within 90 days is in place.
Foreign Documents Legalized: Foreign documents have been consularized (within the 30-day validity window) and 100% information consistency has been checked.
Address Legally Reviewed: The head-office address has had its legal file reviewed before the lease contract is signed or a deposit is placed.
Post-ERC Compliance Ready: A roadmap and budget have been prepared for the Chief Accountant, DICA account opening, digital signature, VNeID, and e-invoice.

How Vina TPT Supports Your Company Setup Vietnam

At Vina TPT, our company setup in Vietnam services go beyond preparing and submitting IRC/ERC applications. We help foreign investors identify potential legal and operational risks before filing and prepare for the compliance requirements that follow incorporation. Based on more than 20 years of practical experience in FDI investment advisory, VAS accounting, and corporate legal services, Vina TPT accompanies investors through an end-to-end implementation process:

Business Model & Market-Access Advisory: Analyze the actual business model to determine the optimal legal structure (LLC/JSC), the allowable VSIC industry codes, the foreign ownership ratio, and the list of accompanying sub-licenses. We immediately indicate if a Representative Office (RO) does not meet the objective of recording revenue.
Legalization & Dossier Preparation: Prepare the list of original documents that need to be prepared (passport/parent company documents, proof of financial capacity), guide consular legalization and notarized translation. In parallel, Vina TPT drafts the domestic file and reviews 100% information consistency across all documents.
Business Address Setup: Support a legally eligible shared-office solution to attach to the registration file, or review the legality of the premises contract if the investor already has a private office.
IRC & ERC Support: Represent the client in filing the application and work with state authorities until the original IRC and ERC are handed over. The investor does not need to appear continuously; the execution timeline is only 3-6 weeks once the original file has been fully legalized.
Post-Setup Compliance: Hand over the full post-licensing procedure package: seal, digital signature, initial tax registration, Chief Accountant appointment, DICA account opening and guidance on capital contribution within the 90-day deadline, e-invoice registration, VAS bookkeeping setup, and periodic FDI investment reporting.

Vina TPT’s objective is to eliminate all risks of timeline delays right before the file is submitted – from industry codes, capital structure, and registered office address to the accuracy of foreign documents.

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Company Formation, Lasted News

Company Formation in Vietnam: 7 Practical Tips for Foreign Investors

Posted on 17/10/202623/10/2026 by VINA TPT

In our practical experience providing FDI investment advisory services, we have seen company formation in Vietnam files approved and completed in as little as 2-3 weeks. Conversely, quite a few cases drag on for more than two months because business lines must be added repeatedly, the registered office address must be changed, or all foreign legal documents must be retranslated. This large difference in processing time usually does not come from the state authorities, but from the order and method in which the investor prepares the file before submission.

Drawing on our experience accompanying hundreds of FDI companies that have successfully entered the market, Vina TPT has compiled the following 7 practical tips. The first five points will help your licensing file follow the correct path from the first submission. The next part clarifies the mandatory legal obligations that must be activated immediately upon receiving the ERC, and the final part explains how Vina TPT accompanies you from business model design through to sustainable compliant operations.

1. Check the Business Activities Before Preparing Any Documents

The decisive first step in the FDI company formation process is to identify and accurately describe the actual business model the company will operate in Vietnam, before proceeding with the legalization of foreign documents or drafting the registration file.

It is necessary to clearly distinguish between the “business activity you want to do” and the “business lines that can be registered.” An actual business model may include wholesale, direct retail to end consumers, consulting services, import-export, or F&B operations that serve alcoholic beverages. Each way of describing the activity and its scope will determine completely different market-access conditions, foreign ownership limits, conditional sectors, and sub-licenses.

Investors should provide a detailed description of the business model to the advisory firm before proceeding with the translation or legalization of any document. This description needs to clarify:

Products & Services: The specific goods to be traded, or the solutions/services to be provided (for example: software, management consulting, logistics services, industrial equipment).
Commercial structure and distribution channels: Whether operations follow a wholesale (B2B) model, direct retail to end consumers (B2C), e-commerce, pure import-export, or cross-border service provision.
Operational specifics: The location where services are provided, warehouse scale, or special factors such as serving alcoholic beverages in an F&B model, trading conditional goods, or requirements for specialized premises.

Based on this detailed information, the specialist team will review the VSIC industry codes and accurately determine the market-access conditions, foreign ownership ratio, and list of accompanying sub-licenses. This review helps establish an accurate document list from the outset and completely eliminates the risk of having to adjust documents, retranslate, or provide additional explanations midway.

2. Choose a Capital Level That Matches the Actual Business Plan

The question “What is the minimum capital required to set up a company in Vietnam?” usually does not produce a useful answer. Except for certain financial, banking, or real-estate fields that require statutory capital, most service and trading sectors in Vietnam do not prescribe a fixed minimum charter capital. Nevertheless, the registered capital must be commensurate with the project scale, headcount, office rental costs, and the plan to sustain operations for the first 6-12 months. Registered capital that is too low relative to premises and inventory costs will cause the investment registration authority to request transparent explanations.

In addition, investors must tightly manage the capital contribution timeline: the mandatory legal deadline is within 90 days from the date the ERC is issued (or according to the disbursement schedule clearly stated on the IRC). If capital contribution is delayed beyond the prescribed 90-day period, the company will face serious administrative fines, late-payment interest, and a high risk that the business registration authority will revoke the Enterprise Registration Certificate.

Preparing a detailed operating budget for the first 6-12 months before finalizing the charter capital and investment capital is a necessary step. The capital contribution cash flow transferred from a personal account or the parent company’s overseas account into the Direct Investment Capital Account (DICA) in Vietnam needs to be planned in advance, to avoid the situation where the company waits until the bank account is opened before starting to arrange the funds.

3. Secure the Business Address Before Filing the Application

A location that is “available to rent” in practice is not necessarily a legally eligible address for company registration. The building used as the registered office must have the correct commercial/office function, the lease contract must fully meet the conditions for filing, and the legal documents of the premises must match exactly in name, administrative address, and area with the project description. Residential apartments or collective housing are strictly prohibited from being used as company headquarters.

For newly established FDI companies, using a shared office is a more optimal solution than leasing a traditional office: it provides a legal lease contract, a central business registration address, reception services, cost savings in the first year, and the flexibility to upgrade to a private office when headcount increases.

Investors should request the landlord to provide complete legal documents of the premises (construction permit, land/building use right certificate, sublease contract) so that the advisory firm can review them before a long-term deposit is placed. Changing the registered office address midway is one of the main reasons why a Vietnam company formation file is rejected or returned.

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4. Prepare Foreign Documents Correctly the First Time

The requirements for original documents issued abroad differ clearly between two groups of investors:

Individual investors: A valid passport and a bank balance confirmation (proof of financial capacity) showing a balance equivalent to the committed capital contribution.
Corporate investors (parent company): Certificate of Incorporation, company charter, most recent audited financial statements, decision appointing the representative, and the representative’s passport.

All documents issued abroad must go through the following process: Consular legalization at the Vietnamese Embassy/Consulate in the home country → notarized translation into Vietnamese in Vietnam → consistency check of the data.

These legal documents should be issued and consularized close to the filing date (ideally within 30 days) to avoid the investment registration authority requesting explanations or rejecting them as outdated. Most importantly: the full name, passport number, permanent address, parent company name, and registered capital must be 100% consistent on every page of the documents. A small character discrepancy between the passport and the bank balance confirmation is enough to interrupt the entire foreign company setup Vietnam process.

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5. Name the Chief Accountant When You File, Not After

Many investors mistakenly believe that they only need to look for accounting staff once the company is officially operating. In reality, at the time of filing the FDI company registration application (ERC), the information of the Chief Accountant (or the person in charge of accounting) already needs to be declared in the legal file. Immediately afterward, commercial banks in Vietnam will also mandatorily require the presentation of the Chief Accountant appointment decision before agreeing to open the Direct Investment Capital Account (DICA) and the current account.

Proactively confirming a professional accounting service provider right from the pre-formation stage helps the company complete the initial registration file smoothly. Using an outsourced Chief Accountant service together with a tax compliance package is the option chosen by the majority of FDI companies, ensuring legal continuity and data responsibility from the first day of licensing.

6. What to Line Up After the Company Is Formed

Receiving the Enterprise Registration Certificate (ERC) is only the starting point of putting the company into operation. Here is the list of mandatory post-formation procedures that investors need to budget for and implement immediately:

Open bank accounts and contribute capital: Open the Direct Investment Capital Account (DICA) and the VND current account. The bank will require the Legal Representative’s visa/TRC and the Chief Accountant appointment decision. Transfer 100% of the charter capital within the 90-day deadline.
Activate initial legal and tax formalities: Engrave the company seal, purchase a digital signature (CA Token), register the company’s VNeID electronic identity account, and complete the initial tax registration file with the directly managing tax office.
Register e-invoices: Complete registration to use tax-authority-coded electronic invoices before issuing the first sales or service invoice.
VAS accounting books and personnel: Set up the accounting book system under VAS standards; register a social insurance unit code if hiring employees; apply for Work Permits and Temporary Residence Cards (TRC) for the founder/foreign specialists.
Mandatory FDI investment reporting: File periodic project implementation reports as required by the Law on Investment.

7. Why You Should Partner with a Trusted Advisory Firm

The process of establishing and operating an FDI company in Vietnam requires a deep understanding of the investment legal system and local administrative practice. Partnering with a reputable advisory firm such as Vina TPT helps international investors optimize licensing time, proactively eliminate risks, and establish a solid compliance system from the outset, based on more than 20 years of practical experience:

Market and industry-code review (Pre-Filing Stage): Analyze the actual business model, assess market-access conditions, advise on company type (LLC/JSC), optimal capital structure, and accurately map VSIC industry codes.
Document guidance and consular legalization: Provide an accurate list of original documents and check 100% information consistency of foreign documents before proceeding with consular legalization and judicial notarized translation.
Registered office address solution (Shared Office): Provide a legal business registration address at central locations in Ho Chi Minh City, with a full lease contract and building legal documents to attach to the state filing.
End-to-end company formation representation (Licensing Stage): Represent the client in filing the application, providing explanations, and working directly with state authorities to hand over the original IRC and ERC on schedule.
Post-licensing operational and compliance ecosystem (Post-Setup Ecosystem): Vina TPT provides a comprehensive operating solution so investors can focus entirely on business development with peace of mind: Accounting & Tax (VAS), Account opening & cash flow, Personnel & labor legal matters, FDI compliance reporting.

Do not let language barriers and administrative procedures delay your market-entry plan. You only need to provide the intended business model and operating plan. Vina TPT’s team of specialists will analyze and prepare a complete execution roadmap completely free of charge.

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Company Formation, Lasted News

Vietnam Company Incorporation: Our Role & Your Preparation

Posted on 15/10/202623/10/2026 by VINA TPT

vietnam-company-incorporation-what-we-handle-and-what-you-need-to-prepare

You need a partner who carries out Vietnam company incorporation in full compliance with the law and in the correct document sequence. However, before cooperation begins, the most important thing is for the investor to clearly understand which part of the work you must prepare and which part the advisory firm will be responsible for drafting, filing, and tracking. Clearly defining this boundary helps founders avoid missing original documents and stay in control of the timeline without wasting time waiting for the advisory firm to handle tasks that depend on decisions from the investor’s side.

Drawing on our experience as an investment advisory firm, we explain how Vina TPT manages the Vietnam company incorporation process, what documents investors need to prepare, and how both parties coordinate from business activity planning and IRC/ERC filing to post-licensing procedures.

1. Confirm the Entity and Sector Before Any Filing

The first step in Vietnam company incorporation is to determine the appropriate legal structure and registered business activities before preparing the application documents. A Limited Liability Company is the optimal and most common choice when the investor wants to sell goods, provide services, and issue VAT invoices in Vietnam. A Joint Stock Company is more suitable when you plan to raise capital or gather multiple shareholders from the outset. Note that a Representative Office (RO) cannot replace a newly established company if your objective is to record revenue directly in Vietnam.

In parallel, Vina TPT will review market-access conditions: whether the sector allows 100% foreign ownership, whether a sub-license is required, and whether the capital contribution scale is commensurate with the operating model.

To receive accurate advice and the most optimal solution, the investor needs to describe their business plan clearly:

If trading: Do you plan to wholesale or retail to end consumers? What are the specific products? Will you conduct import-export activities or only domestic distribution?
If operating F&B or services: Where do you plan to open the location? Will you sell alcohol, beer, tobacco, or accompanying entertainment services? vietnam company incorporation

The more detailed the information you provide, the more streamlined and focused the list of next steps Vina TPT provides, ensuring the company both complies with the law and operates commercially smoothly right after licensing.

2. IRC and ERC Licensing: Clear Division of Work and Timelines

The process of filing for the Investment Registration Certificate (IRC) and the Enterprise Registration Certificate (ERC) requires a clear division of work between the investor and Vina TPT to ensure the licensing timeline proceeds accurately according to plan.

Investor’s responsibilities (Your Part)

The investor is responsible for preparing the input information and the original legal documents from the country of origin:

Detailed business information and plan: Provide a specific description of the products, services, commercial model, target market, and capital utilization plan. This is the core basis for Vina TPT to prepare the investment project proposal and register the appropriate industry codes.
Legal-entity / personal documents (already consularized): A copy of a valid passport (for individual investors) or Certificate of Incorporation / extract of parent company information (for corporate investors). All documents issued by foreign authorities must be notarized and consularized at the Vietnamese Embassy/Consulate in the home country before being sent to Vietnam.
Proof of financial capacity (already consularized): Audited financial statements for the most recent 2 years (for the parent company) or a bank account balance confirmation of the investor showing a balance corresponding to the registered capital. These documents must be consularized together with the legal-entity file to ensure validity when submitted to the investment registration authority.

Vina TPT’s responsibilities (Our Part)

Vina TPT is responsible for all technical stages, translation, and coordination with the Department of Finance in Vietnam:

Drafting in detail the full IRC and ERC application file, the investment project proposal, the company charter, standard registration forms, and the office lease contract (in the case of using an address provided by Vina TPT).
Performing judicial notarized translation into Vietnamese for all foreign documents as soon as the consularized originals are received.
Representing the client in working with, filing documents, proactively providing explanations, and handling supplementary rounds with the Department of Planning and Investment (or the Management Board of the Industrial Park/Economic Zone).

Implementation process and reference timeline

Procedure sequence: File and receive the IRC first (investment project approval), then file and receive the ERC (legal-entity establishment). Where the project meets market-access conditions under the Law on Investment 2025, the processing can be optimized according to the latest operational guidance.
Reference timeline: Approximately 4–8 weeks from the date Vina TPT receives the complete set of valid consularized original documents.
Personnel aspect: The investor is not required to be continuously present in Vietnam throughout the process. The appearance of the Legal Representative or an authorized individual will be scheduled flexibly by Vina TPT according to each specific working milestone.

3. Use a Valid Address If You Do Not Have an Office Yet

In the FDI company formation file in Vietnam, the business premises lease contract is one of the most important legal documents. The investment registration authority and the tax authority apply location-inspection rules to foreign-invested companies that are far stricter than those for domestic companies, to ensure the project has a real operating location and complies with specialized zoning.

The business registration address must be in a building with a commercial or office function. Residential apartments or collective housing are completely ineligible for registering a company headquarters or for receiving tax officers for on-site inspections.

For investors who have not yet secured a permanent office, a legally compliant shared office can be a practical solution during the Vietnam company incorporation process, helping reduce initial costs while providing a suitable registered business address.

Vina TPT provides a legal business registration address solution in a central location, accompanied by a full office lease contract for filing the incorporation application, integrated with professional reception and meeting-room services. This solution gives the company a legal address immediately to receive the ERC, and when the workforce expands, you can move to a private office without encountering initial procedural obstacles.

4. Post-Licensing & Initial Tax Registration Requirements

The Vietnam company incorporation process does not end when the Enterprise Registration Certificate (ERC) is issued. Foreign investors must also complete the relevant post-licensing procedures before their companies are fully prepared for operations. Even though the legal entity has been formed, the company still cannot issue invoices or contribute capital if the following post-licensing legal obligations have not been completed:

Company Seal & Digital Signature (Token): Engrave the legal-entity seal to complete the legal validity of internal documents and transactions. At the same time, the company needs to register and purchase an electronic digital signature (Token/HSM CA) for filing tax reports, declaring social insurance, and conducting electronic transactions with state authorities.
Initial Tax Registration: Complete the initial tax registration file with the directly managing tax office. This step includes registering the accounting regime (VAS standards), selecting the fixed-asset depreciation method, registering the company’s financial year, appointing the Chief Accountant / person in charge of accounting, and activating the electronic tax account (eTax).
Corporate VNeID identity: Activate the electronic identity account for the organization under current regulations.
Open bank accounts and contribute capital: Open the Direct Investment Capital Account (DICA) and the VND current account. The investor must transfer 100% of the registered capital contribution within 90 days from the ERC issuance date (or according to the schedule recorded on the IRC). Late capital contribution will result in administrative fines and the risk of license revocation.

5. How Vina TPT Supports Vietnam Company Incorporation

With over 20 years of practical experience in FDI investment advisory, accounting, and corporate legal services, Vina TPT provides comprehensive Vietnam company incorporation support, from initial business planning and licensing to post-establishment compliance.

End-to-end process: Advise on entity type and business lines – Draft an accurate file – Represent in filing and receiving the IRC/ERC – Provide a business registration address – Hand over the full initial tax and bank-account procedure package.
Bilingual communication: The team works fluently in English and Vietnamese, supporting effective remote operations for founders who do not yet reside in Vietnam.
Clear service-boundary commitment: We take the highest responsibility for the accuracy of the file and the working timeline with state authorities, based on the information and legal documents provided by the investor.

Please send Vina TPT information on (1) the intended business sector and (2) the investor type (individual or parent company organization). We will send you the document checklist and a detailed implementation roadmap completely free of charge. Contact Vina TPT today.

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Company Formation

How to Start a Business in Vietnam as a Foreigner

Posted on 12/10/202623/10/2026 by VINA TPT

For international investors and first-time foreign founders, researching how to start a business in Vietnam often feels complex and easy to get lost in legal terms. You will keep meeting concepts such as the Investment Registration Certificate (IRC), the Enterprise Registration Certificate (ERC), charter capital, consular legalization, and the requirement for a lawful head-office address. These elements are tightly linked in a strict sequence: until the business-line codes are fixed, you cannot tell whether a sub-license is needed; and without a legally qualified head-office address, the entire investment-registration file stops at intake. The process can still be simple, transparent, and efficient if you understand how the steps actually run in practice.

This article from Vina TPT walks through the launch path in five sequential steps (in the order they must be completed). The core aim of the guide is to draw a clear line: which original documents the investor must prepare in the home country, which work a professional advisor in Vietnam will take on in full, and which milestones must never be done out of order.

Step 1 – Check If Your Sector Is Open for Foreign Ownership

First, when setting up a company in Vietnam, the investor must look up and confirm whether the intended business line is lawful in Vietnam. If it is permitted, the next step is to place it in one of these two groups:

Encouraged lines: Foreign investors opening a new company in Vietnam may receive land and tax incentives.
Conditional lines: These may cap the foreign-ownership ratio, impose statutory-capital requirements, or require an additional industry license. Education and training, cosmetics manufacturing, medical examination and treatment, and healthcare services, for example, usually need extra conditions on premises, qualified personnel, and an operating license from the specialized regulator.

The practical solution for investors: To save time and avoid mistakes, contact a reputable advisory firm at the outset. You only need a short explanation of how the business will operate and the intended model. The advisors will then review the industry codes, analyze the legal conditions in detail, and provide a list of the dossiers and licenses required. That lets the investor set the plan from day one and sharply reduces the risk of having to amend or add business lines later – a change that stretches the appraisal timeline.

Step 2 – Prepare Documents: Clear Split of Responsibilities

The document-preparation stage for a foreign-invested company often worries founders because of the volume of paperwork. The process becomes much lighter once the split of work between the investor and the accompanying advisory firm is clear.

To complete a valid investment-registration dossier, the work is divided as follows:

2.1. The investor’s responsibility (original documents from abroad)

The individual or foreign-organization investor must prepare the initial legal papers issued in the home country:

Personal passport: A copy of the individual investor’s valid passport (or of the organization’s Legal Representative).
Proof of financial capacity: The investor’s most recent bank statement, issued by the bank, showing a balance equal to or greater than the charter capital committed to Vietnam.
Mandatory process: All of these original documents must go through consular legalization at the Vietnamese embassy or consulate in the home country, then be sent to Vietnam for a notarized Vietnamese translation.

>>> You may also be interested in: Documents Required (IRC-ERC) for Vietnam Company Registration

2.2. The advisory firm’s responsibility (handled in full by Vina TPT)

The more complex legal file, prepared to Vietnamese state-authority standards, is drafted in full by the advisor, including:

The application to implement the investment project and a detailed investment proposal (objectives, capital scale, and economic efficiency).
The enterprise registration form, the company charter, and the list of members or founding shareholders.
Head-office solution: If the investor has not yet leased a long-term traditional office, Vina TPT provides a Shared Office service with a lawful lease that meets business-registration conditions and the tax authority’s on-site inspection criteria.
The advisor presents the complete file for the investor to sign, then represents the investor in direct dealings with the Department of Finance.

The advisory team also reviews the file so that personal details (full name, passport number, permanent address) and project particulars (charter capital, head-office address) match 100% across every translated page and every form filed with the state – removing the risk of the file being returned because of a character discrepancy.

[Tham khảo dịch vụ thành lập doanh nghiệp trọn gói của Vina TPT]

Step 3 – Get Investment Registration Certificate (IRC) Then ERC

Once the consular-legalized file and the signed registration documents are complete, licensing follows the order set by the Law on Investment.

Stage 1: Investment Registration Certificate (IRC)

Execution: The advisory firm files the investment-project dossier with the Department of Finance (or the industrial-park management board). The authority appraises the project objectives, the head-office location, and the investor’s financial capacity.
Practical timeline: Usually 3-6 working weeks, depending on whether the industry requires comments from line ministries.

Stage 2: Enterprise Registration Certificate (ERC)

Execution: As soon as the IRC is issued, the advisory firm files the enterprise-registration dossier to obtain the ERC. This certificate records the enterprise code (which is also the tax code) and the Legal Representative’s details.
Practical timeline: 5-14 working days.

The total time to hold both the IRC and the ERC is typically 4-8 weeks. Under the Law on Investment 2025, some projects that fully meet published market-access conditions may obtain the ERC first and complete the IRC afterward. Whatever path is used, the project may start commercial operations only after a valid IRC is in place.

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Step 4 – Bank Account, Capital Injection and Initial Tax Setup

As soon as the Enterprise Registration Certificate (ERC) is issued, the company is, as a matter of law, an independent legal entity in Vietnam. From that moment, it must complete initial registration and financial-management requirements in full.

4.1. Opening a corporate bank account

Opening a bank account for an FDI company is stricter than for a domestic company. The commercial bank will require:

The company’s legal file (notarized copies of the IRC, ERC, and charter).
A valid visa or Temporary Residence Card of the Legal Representative.
The decision appointing the Chief Accountant (or the person in charge of accounting), plus personal identification.
Two accounts at the same time: a Direct Investment Capital Account (DICA) to receive capital from abroad, and a VND current account for day-to-day business in Vietnam.

4.2. Contributing charter capital on time

A foreign investor must transfer the capital contribution from a personal account or the parent company’s overseas account into the company’s Direct Investment Capital Account (DICA) in Vietnam within 90 days from the date the Enterprise Registration Certificate (ERC) is issued, unless the law sets a different contribution period.

Late capital contribution affects the company’s compliance status when it later applies for sub-licenses, and it can lead to administrative fines. In serious cases, if the company fails to remedy the breach or falls within a statutory ground for revocation, it also risks having its Enterprise Registration Certificate (ERC) revoked.

4.3. Setting up initial tax compliance

After the ERC is issued, the company must register its initial tax profile, the accounting regime, the financial year, and the e-tax account, so that periodic tax returns can be filed on time:

Register and purchase a digital signature (CA Token) and register e-invoices with the managing tax office.
File the initial VAT, CIT, and PIT returns on the statutory cycle – even while the company has not yet generated revenue or costs.

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Step 5 – Start Operating Without Missing Compliance Reports

Once the company is operating, keeping legal compliance aligned is essential for sustainable growth and for avoiding barriers when profits are later remitted abroad. The investor needs tight control of four core obligations:

VAS accounting and financial statements: The company must keep books under Vietnamese Accounting Standards (VAS), appoint a legally qualified Chief Accountant, and prepare annual financial statements that are independently audited. If the company does not yet have a local team, a professional tax compliance Vietnam service can keep this entire bookkeeping system in order.
HR and payroll: Register personal tax codes for staff, run payroll, contribute compulsory social insurance, health insurance, and unemployment insurance, and file periodic labor-change reports with the labor authority.
Mandatory FDI investment reporting: Besides tax duties, a foreign-invested company must file the project-implementation report and the periodic investment-monitoring report – even when revenue is zero. Missing FDI reports will later block license amendments or capital increases.
Work Permit and Temporary Residence Card (TRC): A founder or foreign employee working in Vietnam must obtain a Work Permit and a TRC for the correct purpose. Without lawful residence documents, the Legal Representative will struggle to use digital signatures on public-service portals or deal with banks. An advisory firm such as Vina TPT can handle this entire process.

How Vina TPT Helps First-Time Foreign Founders

Entering and operating successfully in a fast-growing market like Vietnam requires a consulting partner that thinks clearly and understands how the system works in practice. Vina TPT provides end-to-end support through lawyers, legal specialists, CPAs, and Chief Accountants with 10-20 years of experience. We deliver a full service package and peace of mind for clients doing business in Vietnam:

Investment and industry strategy: Assessing market-access conditions under the Law on Investment 2025, advising on the capital structure, and designing an efficient company model.
Full-package company setup: Representing the investor to standardize the dossier, complete IRC and ERC procedures, engrave the seal, and finish post-licensing formalities.
Head-office solution (Shared Office): A lawful business-registration address in central Ho Chi Minh City that meets the tax authority’s inspection standards, at a cost that fits a newly set-up company, with reception, meeting rooms and the option to move into a private office as the team grows. See Vina TPT Shared Office.
Post-establishment operating ecosystem (Tax Advisory Vietnam): Full management of VAS accounting, tax compliance Vietnam, payroll, social insurance, periodic FDI investment reporting, Work Permit applications, and Temporary Residence Cards (TRC).

If you are researching how to start a business in Vietnam and need a safe, accurate execution path from an experienced specialist team, contact Vina TPT for detailed advice today.

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Accounting & Tax, Lasted News

Annual Tax Finalization in Vietnam 2026: Key Rules, Deadlines & Compliance Guide

Posted on 10/10/202613/10/2026 by VINA TPT

Annual tax finalization is not simply a roll-up of the monthly or quarterly VAT and PIT returns. For the 2026 accounting period (ending on 31 December 2026 for companies that use a calendar financial year), the company must close its VAS books, prepare the annual financial statements, and finalize Corporate Income Tax (CIT) and Personal Income Tax (PIT). The usual statutory deadline is 31 March 2027.

In practice, foreign-invested (FDI) companies face a real risk of reassessment and late-payment interest in the annual tax-finalization period. The pressure points are usually the gap between provisional CIT paid over the four quarters and the tax due on finalization, errors in employee PIT finalization authorizations, and missing related-party transaction appendices.

This article sets out the full tax finalization Vietnam obligations for 2026 and the file the company should start preparing now.

1. What “Tax Finalization” Means in Vietnam

In Vietnam’s tax-administration system, annual tax finalization has a different legal character and a different scope of review from monthly or quarterly returns. Periodic filing only records provisional figures for the period. Tax finalization is the process of consolidating and reconciling all revenue, expenses, taxable income, and tax already paid across the full 12 months of the financial year, so that the tax the company and its employees actually owe, or are entitled to have refunded or offset, is fixed exactly.

The company’s annual tax-finalization file rests on two core obligations:

Corporate Income Tax (CIT) finalization: Determine total revenue, deductible expenses, upward and downward adjustments to taxable income, loss carry-forward, and the company’s official CIT for the year.
Personal Income Tax (PIT) finalization: Determine total salary and wage income the company paid during the year to all employees (local staff and foreign specialists), declare tax already withheld, and finalize on behalf of individuals who have authorized the company to do so.
Mandatory supporting documents: Annual financial statements prepared under VAS (independently audited for FDI companies) and the related-party transaction return set, if related-party relationships arose.

Under Article 44 of the Law on Tax Administration 2019, the annual tax-finalization file must be filed no later than the last day of the third month after the financial year ends.

2. Corporate Income Tax Finalization for 2026

CIT finalization for the 2026 tax year requires an exact match between the financial statements and the CIT finalization return (Form 03/TNDN), together with the loss-carry-forward and tax-incentive appendices, if any.

Filing deadline: For companies whose financial year matches the calendar year (1 January 2026 to 31 December 2026), the deadline for the 2026 CIT finalization return and the annual financial statements is 31 March 2027. For companies whose financial year does not follow the calendar year, the deadline is 90 days from the end of that financial year.
The 80% provisional-CIT rule: Under current rules, total provisional CIT paid over the four quarters of the tax year must not be less than 80% of the CIT due on the annual finalization return. If the four quarterly payments fall short of that 80% threshold, late-payment interest (0.03% per day) is charged on the shortfall from the day after the Quarter 4 payment deadline until the date the tax is actually paid.
2026 support-policy update: If provisional CIT is deferred under a 2026 Government support measure (such as Decree 245/2026/ND-CP), the deferral changes only the payment date of the quarterly provisional tax. It does not change the filing deadline for the 2026 CIT finalization return, which must still be filed by 31 March 2027.
Event-based finalization: If a company is dissolved, bankrupt, divided, merged, converted in ownership, or ends a project in 2026, the CIT finalization file must be filed no later than the 45th day from the date of the decision that triggers the event. The company does not wait until the end of the financial year.

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3. PIT Finalization the Company Must File

When carrying out CIT and PIT finalization for 2026, the company acts as the income-paying organization. It must prepare the PIT finalization return (Form 05/QTT-TNCN) for all salary and wage income paid in 2026.

Key deadlines and legal points:

Deadline for the company (income-paying organization): The deadline to file the 2026 PIT finalization return for individuals who have authorized the company to finalize on their behalf is 31 March 2027.
Deadline for individuals who finalize directly: Individuals who must finalize directly with the tax office, those with income from more than one source, or foreign specialists whose contracts have ended, must file by the last day of the fourth month after the calendar year ends, which is 30 April 2027.
PIT rules updated from 2026: The 2026 finalization period applies the amended Personal Income Tax Law 2025 and Decree 253/2026/ND-CP (effective from 1 July 2026). The company must split income, family deductions, and tax-exempt items arising before and after 1 July 2026 exactly as the General Department of Taxation’s transitional guidance requires, so that tax withheld from staff is calculated correctly. The company finalizes only for individuals who have signed a labor contract of three months or more and who have submitted a valid tax-finalization authorization in the prescribed form.

4. Related-Party Forms Filed with CIT Finalization

For FDI companies, and for domestic companies that had related-party transactions in 2026, the related-party transaction return set is a mandatory part of the file and must be filed together with the CIT finalization return.

The related-party file submitted with finalization includes:

Appendix I: Information on related-party relationships and related-party transactions.
Appendices II and III: The list of information and documents to be provided in the Local File and the Master File.
Appendix IV: The Country-by-Country Report of the ultimate parent company (CbCR), if the company is in scope.

A company that bought or sold goods or services, borrowed, transferred technology, or paid a management fee to its parent or to other group companies must prepare and keep Transfer Pricing Documentation at its head office before finalization, ready to produce if the tax office inspects or audits.

5. Documents to Prepare Before the Deadline

For the tax finalization Vietnam period to run smoothly and avoid last-minute blocks, the accounting team must lock the full legal file before 31 March 2027. Do not wait until the filing week to start the reconciliation. The most common risk at this stage is not a missing return form. There is a shortage of original vouchers to explain and defend the figures already recorded in the books.

A legally complete annual tax-finalization file must cover these five core document groups:

VAS books and financial statements: This is the foundation of the file. Accounting must close the general ledger for all revenue, expense, tax, and capital accounts, together with the 2026 trial balance. For FDI companies that must be audited, the independently audited annual financial statements are the only legal basis for reconciling the CIT finalization return. Any gap between the finalization figures and the audit report will be the first point the tax office questions in an inspection.
Tax reconciliation and credit vouchers: This group covers the input and output invoice listings, VAT payment vouchers, the four quarterly provisional CIT payment vouchers, PIT withholding vouchers, and Foreign Contractor Tax (FCT) payment vouchers where payments were made abroad. A 100% match between the listings, the general ledger, and the periodic returns already filed during the year avoids complex supplementary filings before the year is closed.
PIT finalization authorization and deduction file: This applies only when the company finalizes on behalf of employees. The file includes the dependent-registration form, the PIT finalization authorization, and copies of personal identification (citizen ID or passport). A missing authorization, or a dependent registration filed after the deadline, will cause the family deduction to be excluded from the annual finalization – even if the income was actually withheld.
Tax-incentive file and loss-carry-forward schedule: This covers the legal documents confirming eligibility for CIT incentives, if any, and the schedule tracking losses carried from prior years into 2026 (Form 03-2A/TNDN). Without a valid loss-carry-forward schedule, prior-year losses will be disallowed as a deduction when CIT for this period is calculated.
Related-party transaction file (transfer pricing): This covers Appendices I–IV filed with the CIT finalization return, plus the transfer-pricing documentation (Local File and Master File). Every figure in the appendices must match the books exactly for intercompany loans, management fees, royalties, and internal purchases and sales. Leaving this work until March often produces large errors, because data collection and price benchmarking take time.

Reviewing and standardizing all five groups before the deadline turns tax finalization from a high-pressure risk review into a fast, safe, and fully controlled periodic filing.

6. Common Finalization Mistakes in 2026

The 2026 finalization period often produces reassessments and late-payment interest not because the company forgot to file, but because of these four data gaps.

Missing the 80% provisional CIT threshold: The company underestimates Quarter 4 revenue and expenses, so total provisional payments over the four quarters fall short of 80% of the CIT due on finalization. The tax system charges late-payment interest on the shortfall even if the annual return is filed on time. The way to limit this is to review Quarter 4 figures before locking the provisional payment, rather than scaling Quarter 3 revenue by an estimate.
PIT finalization for the wrong authorized persons: The company accepts an authorization to finalize for an individual with income from two or more sources, or for a person who does not meet the conditions to authorize. When the tax office reconciles the file, that portion of the company finalization is rejected. The employee must still finalize personally, and the company must explain the authorizations it accepted.
Missing related-party appendices: The company has loans, management fees, royalties, or purchases and sales with related parties, but does not file Appendices I–IV with the CIT finalization return. A missing appendix is a basis for the tax office to review interest expense and payments to related parties. Interest expense can be capped at 30% of EBITDA if the deduction conditions are not proven.
A gap between the financial statements and the CIT return: Accounting profit before tax on the financial statements differs from taxable income on the finalization return, and the company has no reconciliation of the adjustments: non-deductible expenses, temporary differences, tax incentives, or loss carry-forward. This is the first point an inspection asks about, because the two sets of figures must lead to the same taxable result.

All four errors can be handled if provisional payments, PIT authorization eligibility, related-party appendices, and the profit-adjustment schedule are reconciled before 31 March 2027.

7. How Vina TPT Supports Annual Tax Finalization

Preparing the 2026 CIT and PIT finalization file requires deep knowledge of VAS accounting and Vietnam’s Law on Tax Administration. Vina TPT provides a full-package annual tax-finalization service so FDI companies can close the year with confidence:

Data review and health check: Review the full 2026 books, flag non-deductible expense risks, and reconcile the 80% provisional CIT threshold before the filing deadline.
CIT and PIT finalization file: VAS financial statements, the CIT finalization return, the PIT finalization return, and filing on the company’s behalf through the e-tax system.
Related-party reporting (transfer pricing): Prepare Appendices I-IV and build a legally compliant transfer-pricing file (Local File and Master File).
Representation before the tax office: Explain figure differences directly and defend reasonable expenses during tax inspections.

Are you ready for the 2026 tax finalization period? Contact Vina TPT so our CPAs and tax specialists with more than 10 years of experience can review and lock an accurate file before the deadline.

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Company Formation, Lasted News

Checklist Tax Registration Requirements After Your Business Setup Vietnam

Posted on 10/10/202623/10/2026 by VINA TPT

You already hold the Enterprise Registration Certificate (ERC), so why can you still not issue invoices, open a bank account, or record the first transaction? The legal entity exists, but the tax and payment systems have not been switched on. Without a Chief Accountant, a registered digital signature, a configured e-tax account, or valid e-invoices, the company is not yet legally ready to operate in practice.

Once the business setup Vietnam process is complete, foreign investors must address a series of post-establishment obligations to prepare their companies for operations. This article from Vina TPT walks through the next execution steps in priority order: appointing key positions, completing initial tax registration Vietnam, opening bank accounts and contributing capital, filing the first periodic tax returns, registering e-invoice Vietnam before the first invoice is issued, and registering a social-insurance unit code if you are about to hire staff.

1. Appoint Key Positions, Seal and Digital Signature

One of the first compliance priorities after business setup Vietnam is configuring the company’s tax registration and accounting systems correctly. This establishes the foundation for subsequent tax filings and financial reporting.

The Enterprise Registration Certificate (ERC) already records the Legal Representative. Immediately after that milestone, the investor’s first urgent task is to appoint a Chief Accountant (or the person in charge of accounting) – either an in-house hire or a professional outsourced accounting service. Under Vietnam’s Law on Accounting, this title is mandatory for every FDI company.

In practice, commercial banks require the Chief Accountant appointment decision when the company opens its capital account. Opening that account is the step that lets the investor transfer charter capital within the 90-day deadline after the ERC, or within the longer schedule stated on the IRC. Without the account, the contribution cannot be recorded on time.

The next step is to engrave the company seal so the initial accounting and tax registration dossiers can be completed and legally valid. The company then purchases a digital signature (CA Token). The token is the electronic identity used to log in to the General Department of Taxation portal, register e-invoices and sign periodic tax returns. These tools support the company’s initial tax registration Vietnam procedures and enable electronic submissions through the relevant government portals.

2. Initial Tax Registration

Although the company’s tax code is issued automatically with the ERC, completing the initial tax registration Vietnam requirements remains an important step before the business begins regular tax reporting. The core configuration items include:

Accounting regime and financial year: Register the enterprise accounting regime (Circular 200/2014/TT-BTC or Circular 133/2016/TT-BTC) and confirm the financial year (usually the calendar year from 1 January to 31 December).
Fixed-asset depreciation method: Declare the depreciation method applied under Ministry of Finance rules.
E-tax account and VAT method: Declare the Value-Added Tax calculation method (credit method or direct method) as the basis for setting up VAS books.
Digital identity and corporate VNeID: Activate the company’s electronic identity account and link the Legal Representative’s VNeID for two-factor authentication on the National Public Service Portal and the Tax Portal.

Declaring the wrong VAT method or choosing the wrong filing period at this step leads to complex amendment procedures and interrupts the company’s input and output invoice flow.

3. Open the Bank Account and Contribute Capital

After completing business setup Vietnam, foreign investors should arrange the appropriate corporate bank accounts, including a Direct Investment Capital Account (DICA) where required, to facilitate timely capital contributions. The statutory deadline is 90 days from the date the ERC is issued (unless the Investment Registration Certificate (IRC) records a longer, staged contribution schedule).

The bank file for an FDI company typically requires the following documents:

Notarized copies of the ERC, IRC, and company charter.
A valid visa, Temporary Residence Card (TRC), or passport of the Legal Representative.
The decision appointing the Chief Accountant or the person in charge of accounting, plus personal identification.
Specimen-signature and seal registration for the account holder and the Chief Accountant.

Besides the DICA, the company also needs a VND current account for day-to-day commercial receipts and payments.

Important note on deductible costs: Under tax-administration rules, every purchase of goods or services of VND 5 million or more (VAT inclusive) must have a non-cash payment voucher (a transfer from the company’s bank account) to qualify for input VAT credit and for a reasonable expense when Corporate Income Tax is determined. Late charter-capital contribution through the DICA triggers administrative fines and can lock the company’s international banking functions.

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4. File the First Periodic Tax Returns

As soon as the ERC is issued and the tax code is activated, the company has periodic tax-compliance duties under the law — even if it is newly formed and has no revenue, no costs, and no staff.

Initial periodic filing obligations include:

VAT return: File monthly or quarterly (newly formed companies are usually quarterly VAT filers). If there are no transactions, the company must still file a nil return (select the “no arising” indicator).
PIT return: File quarterly if income was paid to employees in the period.
Self-assessed provisional CIT: The company determines quarterly provisional Corporate Income Tax if it has profit. No quarterly CIT return is filed; only the annual finalization is required.
Foreign Contractor Tax (FCT): File and pay on each arising payment if the company pays costs to overseas counterparties or service providers (Google, Meta, international software services, and similar).

>>> You may also be interested in: Tax Tips for Small Businesses in Vietnam to Avoid Mistakes

Updated legal note: From 1 January 2026, the business license fee is abolished under the new Government rules. Companies completing business setup Vietnam from 2026 no longer file a business-license-fee return or pay the annual fee.

5. Register E-Invoices Before You Issue the First Invoice

Registering e-invoice Vietnam (tax-authority-coded electronic invoices under Circular 78/2021/TT-BTC) is mandatory before the company records any sale of goods or supply of services. Until e-invoice registration is complete, the company must not issue commercial invoices. Issuing unofficial invoices or recording revenue outside the e-invoice system is a tax-law violation.

The e-invoice registration steps are:

Choose a certified e-invoice solution provider.
File the e-invoice registration form (Form 01/ĐKTĐ-HĐĐT) with the managing tax office, signed with the digital signature.
Wait for the tax office’s approval (usually within one working day).

Every detail on the e-invoice template, company name, tax code, and head-office address, must match the ERC 100%. Even a small character or administrative-place-name discrepancy can lead the tax office to reject the invoice or the buyer to refuse the VAT credit. The company may issue invoices only after the digital signature and the e-invoice template have been confirmed as active on the General Department of Taxation portal.

6. Register Social Insurance If You Will Hire Staff

If the company plans to hire local or foreign staff to work formally right after incorporation, registering a social-insurance unit code is mandatory. Even if the company has only one or two employees on labor contracts, first-time registration for social insurance, health insurance, and unemployment insurance must be completed before the first official payday.

The social-insurance unit code is linked directly to the company’s quarterly Personal Income Tax (PIT) finalization data.

Note for expatriates: If a founder or foreign specialist works in Vietnam, the company must at the same time obtain a Work Permit or a confirmation that the person is exempt from a Work Permit, then register compulsory social insurance under the rules for foreign workers. Without a valid Work Permit, the foreign employee’s salary can be disallowed as a reasonable expense when Corporate Income Tax is calculated.

7. 30-Day Sequence After Business Setup in Vietnam

To help investors see the exact execution path, here is the mandatory 30-day sequence to follow as soon as the Enterprise Registration Certificate (ERC) is in hand:

7.1. Days 1-7 (initial legal setup)

Issue the decision appointing the Chief Accountant or the person in charge of accounting.
Engrave the company seal (if used) and purchase a company digital signature (CA Token).
File initial tax registration with the managing tax office.
Activate the Legal Representative’s VNeID digital identity so it connects to the public-service system.

7.2. Days 7-15 (finance and banking)

Open the Direct Investment Capital Account (DICA) and the VND current account at a commercial bank.
Notify the tax office of the bank accounts (via the digital signature).
Prepare funds and transfer charter capital from abroad into the DICA (complete within the 90-day deadline).

7.3. Days 15-30 (activation and periodic compliance)

Select an electronic invoicing provider and complete the e-invoice Vietnam registration process before issuing the company’s first invoice.
Set up the accounting books under VAS.
Register the social-insurance unit code if hiring has started.
Get ready for the first VAT and PIT filing period.

Reminder for FDI companies: Besides tax duties, foreign-invested companies must also meet the quarterly project-implementation reporting deadline on the National Foreign Investment Information System – even while the project is still in preparation and has no revenue.

8. How Vina TPT Handles Post-Setup Tax Registration

Handling the full tax registration Vietnam chain after incorporation often takes time and creates legal errors for foreign investors who are not yet familiar with Vietnam’s administrative system. Vina TPT provides an end-to-end advisory and implementation package that standardizes the entire post-establishment tax-compliance system:

Chief Accountant appointment and initial tax filing: Supplying a practicing-qualified Chief Accountant, registering the digital signature, activating corporate VNeID, and completing the initial tax-registration file accurately.
E-invoice configuration and VAS books: Supporting template registration and activation of e-invoice Vietnam, and setting up VAS books that match the industry.
Tax and social-insurance filing on the company’s behalf: Full handling of periodic returns (VAT, CIT, PIT, FCT), registration of the social-insurance unit code, and payroll for staff.
FDI legal support: Tracking the 90-day charter-capital deadline, filing periodic FDI investment reports, and supporting Work Permit and TRC applications for foreign staff.

Have you just completed business setup Vietnam and are preparing for the first invoice? Contact Vina TPT so our specialists and CPAs with 10-20 years of experience can review and activate the full initial tax checklist for your company.

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Company Formation, Lasted News

Doing Business in Vietnam: Essential Guide 2026-2027

Posted on 23/09/2026 by VINA TPT

The picture of doing business in Vietnam in 2026-2027 is shifting in a strategic way. The investment environment is no longer built only on low labor cost or early-stage land incentives. For foreign investors, small and medium-sized enterprises (SMEs), and FDI groups preparing to enter or expand, the business case now turns on the ability to use the new-generation Free Trade Agreement (FTA) network, adapt to the Law on Investment 2025, and stay inside a Tax-Accounting-Labor framework that is tightening discipline year by year.

Many international investors who start researching the market struggle to shape an overall compliance path. Focusing only on the initial incorporation license, and overlooking new legal updates, market-access conditions, or post-licensing FDI reporting, easily leads to project delays, administrative penalties, or a blocked profit-repatriation flow.

To give companies a complete and accurate view, this Vietnam business guide from Vina TPT examines doing business in Vietnam through six structured layers: assessing market attractiveness, covering the core legal changes of 2025-2026, choosing the form of presence, controlling operating obligations, and setting an optimized launch path for 2026-2027.

1. Why Vietnam Still Matters for Foreign Investors in 2026-2027

Vietnam continues to hold its place as one of the most dynamic and attractive investment destinations in Southeast Asia for 2026–2027. That appeal is shaped by a domestic market of nearly 100 million people, a golden-age population structure, a rapidly growing middle class, and a geo-economic position that connects directly with China, ASEAN, and the world’s main export shipping lanes.

Vietnam’s position is also reinforced by a deep network of new-generation Free Trade Agreements (FTAs), including the Comprehensive and Progressive Agreement for Trans-Pacific Partnership (CPTPP), the EU–Vietnam Free Trade Agreement (EVFTA), and the Regional Comprehensive Economic Partnership (RCEP). This treaty framework gives products made in Vietnam a clear tariff advantage when they are exported to major markets – provided the company meets the rules of origin and the relevant industry standards exactly.

FDI inflows into Vietnam are also going through a quality restructuring. The state now prioritizes high-tech projects, higher-value manufacturing, professional services, renewable energy, and the green economy over labor-intensive raw processing. For investors entering the market in 2026–2027, reading the sector direction and the incentive policy that applies to each field – from export manufacturing and retail trade to F&B and digital services – is the first step toward an efficient investment.

2. Legal Barriers and Key Regulatory Updates in 2025-2026

The 2025-2026 period marks a turning point in Vietnam’s business law, with a cluster of key statutes coming into force. Mastering these changes lets investors adjust their legal strategy early and cut compliance risk when doing business in Vietnam.

2.1. Updates under the Law on Investment 2025 (No. 143/2025/QH15) and Decree 96/2026/ND-CP

The Law on Investment 2025 (effective 1 March 2026; the list of conditional business lines applies from 1 July 2026) and guiding Decree 96/2026/ND-CP change the state’s management approach at the root:

A more flexible licensing sequence (ERC before IRC in some cases): Where the investor fully meets market-access conditions, the law allows the company to obtain the Enterprise Registration Certificate (ERC) first to establish legal personality, and complete the Investment Registration Certificate (IRC) afterward. This is more flexible than the IRC-before-ERC path required under the 2020 Law.
From ex-ante to ex-post control: The state has cut the list of conditional business lines and expanded the “green lane” (special investment procedures) in industrial parks, export-processing zones, high-tech parks, and digital technology parks.
Deeper decentralization: More project approvals sit with local authorities, and fewer small changes trigger a mandatory investment-project amendment.

2.2.Updates to the tax and financial-management framework (2025-2026)

Corporate Income Tax (Law No. 67/2025/QH15 and Decree 320/2025/ND-CP): The standard rate remains 20%. Preferential rates of 15% or 17% still exist for SMEs based on a revenue threshold, but the new rules tighten the eligibility tests so that subsidiaries of large groups cannot use those incentives.
Personal Income Tax (Law No. 109/2025/QH15 and Decree 253/2026/ND-CP): Applies from 1 July 2026 (with some salary-tax-bracket rules covering the full 2026 tax year) and revises the tax brackets and key family-circumstance deductions.
Tax administration and e-invoices (Law No. 108/2025/QH15): Effective 1 July 2026, this strengthens automated data matching and tightens control of e-invoices and cross-border transactions.
Abolition of the business license fee: From 1 January 2026, the business license fee is abolished. Companies no longer need to include this item in the operating budget.

Practical barriers that still matter: Even with simpler procedures, investors still face technical barriers: foreign-ownership limits, industry-specific sub-licenses, a lawful head-office address, digital identity requirements for the Legal Representative, the 90-day charter-capital contribution deadline, and periodic investment-monitoring reports.

3. How Foreign Investors Can Enter the Market: Forms and Entry Paths

To start doing business in Vietnam, a foreign investor needs a legal form of presence and an entry path that matches the project’s scale and commercial goal.

Common legal forms of presence

Limited liability company (LLC – one member or two or more members): The most practical and widely used model for small and mid-sized investors. Liability is limited to the committed capital, and the governance structure is lean and easier to run.
Joint-stock company (JSC): Suited to larger projects that involve at least three shareholders or that aim to raise capital and list on the stock market.

Two market-entry sequences under the new rules

Under the new legal framework, the investor has two procedural options:

Traditional path (IRC → ERC): The investor files for the IRC so the project is appraised first, then incorporates the company to obtain the ERC. This path is safer for projects with complex conditions.
Flexible path (ERC → IRC): Available where the project fully meets the published market-access conditions. The company obtains legal personality (ERC) first so it can prepare the operating setup, but actual project activity may start only after the IRC is completed within the committed deadline.

Vina TPT’s professional advice: Review the business-line conditions you intend to register in Vietnam. When setting up a company, you can look up the business-line codes and corresponding scope of activity on the official business-line lookup page to reduce the risk of having to amend or add lines during appraisal. Furthermore, registered capital must also match the actual project scale and must be paid in full into the Direct Investment Capital Account (DICA) within 90 days from the date the ERC is issued.

4. Tax, Accounting and Labor Rules After You Start Operations

Once licensing is complete, operating obligations begin in earnest. To keep the company safe and avoid administrative fines, the investor needs tight control of four core groups.

Tax and accounting (VAS)

Taxes that arise: Value-Added Tax (VAT), Corporate Income Tax (CIT), Personal Income Tax (PIT) for employees, and Foreign Contractor Tax (FCT) if the company pays for services or royalties to counterparties outside Vietnam.
Accounting standards: FDI companies must apply Vietnamese Accounting Standards (VAS), keep a proper set of books, appoint a legally qualified Chief Accountant, and prepare annual financial statements that are audited by an independent audit firm in Vietnam.

Labor and personnel

The company must sign labor contracts, register personal tax codes, and contribute compulsory social insurance, health insurance, and unemployment insurance for Vietnamese and foreign staff.
For foreign employees, the company must obtain a Work Permit or a Work Permit exemption, together with a Temporary Residence Card (TRC), so that residence is lawful.
It must also file periodic reports on labor use with the Department of Labor, Invalids and Social Affairs (DOLISA) or the industrial-park management board.

FDI investment reporting: Foreign-invested companies have a separate duty to update project-implementation reports and periodic investment monitoring and evaluation reports on the National Investment Information System (fdi.gov.vn). Missing these FDI reports will later block license amendments, capital increases, or lawful profit repatriation.

5. A Simple Roadmap to Start Doing Business in Vietnam

To help investors see the full execution path without being overwhelmed by technical detail, Vina TPT summarizes the standardized launch process in six decision points:

No.	Decision point	What to complete
1	Review the industry and conditions	Identify the business-line codes, check the foreign-ownership ratio, and confirm any sub-license requirements
2	Choose the structure and head office	Select the company type (LLC/JSC) and sign a lease for a lawful registered address (Shared Office or a traditional office)
3	Prepare the dossier and legalize documents	Collect investor documents, complete consular legalization, and obtain notarized Vietnamese translations
4	License and contribute capital	Complete the IRC/ERC procedures on the path that fits the project, open the DICA, and contribute 100% of charter capital within 90 days
5	Activate initial compliance	Register for tax, obtain a CA Token, set up e-invoices, establish the filing system, and complete the initial labor file
6	Operate on a sustainable basis	Run VAS accounting, file periodic tax returns, submit FDI investment reports, and keep sub-license conditions in force

6. How Vina TPT Supports Foreign Investors

Investment and industry strategy: Assessing market-access conditions under the Law on Investment 2025, advising on the capital structure, and designing an efficient company model.
Full-package company setup: Representing the investor to standardize the dossier, complete IRC and ERC procedures, engrave the seal, and finish post-licensing formalities.
Head-office solution (Shared Office): A lawful business-registration address in central Ho Chi Minh City that meets the tax authority’s inspection standards.
Post-establishment operating ecosystem: Full management of VAS tax accountant, bookkeeping service, payroll, social insurance, periodic FDI investment reporting, and industry-specific sub-licenses.
Continues to support in-depth services: VAT refunds, preparation and accompaniment during tax inspections, transfer pricing documentation, and advisory on mergers and acquisitions.

If you are preparing to start doing business in Vietnam in 2026-2027 and need a safe, accurate execution path, contact Vina TPT for in-depth advice from our specialist team.

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Accounting & Tax, Lasted News

What Is Included in Business Accounting Services in Vietnam?

Posted on 22/09/202622/09/2026 by VINA TPT

You have just entered the Vietnamese market and are looking for a business accounting services provider that can optimize cost while still covering your basic compliance obligations. At this stage, many investors still do not have a clear picture of what they actually need: bookkeeping and tax filing only, or also payroll, labor reports, financial statements, and investment reports.

This article from Vina TPT breaks the work down by scope so you can choose an accounting services Vietnam package that matches real operating needs – complete on mandatory obligations, with nothing missing and nothing surplus relative to your current scale.

1. Bookkeeping and Daily Financial Records

The core foundation of any professional outsourcing accounting Vietnam solution is a daily bookkeeping system that is recorded accurately and in strict compliance with the Vietnamese Accounting Standards (VAS).

This workstream includes:

Document receipt and review: Checking the legality, validity, and reasonableness of all incoming and outgoing e-invoices, bank documents, commercial contracts, and customs declarations (if the company has import-export activities).
VAS bookkeeping: Recording in detail the transactions arising in revenue, expenses, fixed assets, prepaid expenses, inventory, and provisions under the correct VAS accounts.
Receivables, payables, and bank reconciliation: Reconciling bank statements (VND and foreign-currency accounts) and maintaining detailed records of customer receivables and supplier payables.

Vina TPT’s management view: Accounting data is not merely for internal storage. It must be of a standard that reconciles 100% with VAT returns, the annual audited financial statements, and FDI investment reports. If there is a discrepancy among these three data sources, the company faces a high risk of tax reassessment and significant penalties at finalization.

2. Tax Compliance and Statutory Filings

Tax filing is the highest-risk workstream if the company does not keep up with changes in legal regulations. A provider of business accounting services is responsible for fulfilling all of the following obligations:

Value-Added Tax (VAT): Preparing and filing VAT returns on a monthly or quarterly basis; strictly reviewing input VAT deduction conditions (especially the mandatory bank-transfer requirement for invoices of VND 5 million or more).
Corporate Income Tax (CIT): Calculating quarterly provisional CIT (ensuring that the total provisional payments over four quarters are not lower than 80% of the amount payable on the annual finalization) and preparing the annual CIT finalization return.
Personal Income Tax (PIT): Filing withholding PIT returns monthly or quarterly and preparing the annual PIT finalization return for all employees.
Foreign Contractor Tax (FCT): Declaring and paying FCT arising from service contracts, royalties, international freight charges, or loan interest paid to foreign counterparties.
Business license fee and other taxes: Declaring and paying the business license fee at the beginning of the year, as well as natural resource tax and special consumption tax (if applicable).

The advisory firm must proactively track the tax calendar and alert the company to statutory deadlines in order to fully prevent late-payment penalties or a locked Tax Identification.

3. Payroll, PIT, Social Insurance and Labor Reports

Payroll cannot be separated from the accounting system. Errors in salary calculation and insurance will distort cash flow, affect deductible expenses for CIT purposes, and constitute labor-law violations.

A complete service package should include:

Payroll and insurance obligations: Preparing the payroll, issuing confidential payslips, calculating PIT withholdings, making social insurance, health insurance, and unemployment insurance contributions, and registering tax identification numbers and dependents for employees. For expatriates, the specialist must carefully check the Work Permit and Temporary Residence Card (TRC) conditions and correctly determine tax residency status (resident or non-resident) in order to calculate PIT accurately.
Five mandatory labor reports: In addition to tax returns, FDI companies are required to submit five periodic labor reports according to the standard schedule below:

Labor Report	Receiving Authority	Filing Deadline	Prescribed Form
1. Report on labor utilization	Department of Labor, Invalids and Social Affairs / Industrial Park or Economic Zone Management Board	Twice a year: before 5 June and 5 December	Form No. 01/PLI (Decree 145/2020/ND-CP)
2. Report on unemployment insurance participation	Department of Labor, Invalids and Social Affairs	Once a year: before 15 January of the following year	Form No. 33 (Circular 28/2015/TT-BLDTBXH)
3. Occupational accident report	Department of Labor, Invalids and Social Affairs	Twice a year: before 5 July and 10 January of the following year	Appendix XII (Decree 39/2016/ND-CP)
4. Occupational safety and hygiene report	Department of Labor, Invalids and Social Affairs and Department of Health	Once a year: before 10 January of the following year	Appendix II (Circular 07/2016/TT-BLDTBXH)
5. Occupational health report	District/City Medical Center	Twice a year: before 5 July and 10 January of the following year	Appendix 8 (Circular 19/2016/TT-BYT)

4. Financial Reporting and Management Reports

At the end of the financial year, the accounting services Vietnam provider prepares a complete set of financial statements under VAS, including the balance sheet, income statement, cash flow statement, and notes to the financial statements. This set of reports is the legal basis for the Tax Authority, the independent auditor, and submission to the statistics authority.

In addition to the statutory financial statements, the management of an FDI company also needs periodic monthly or quarterly Management Reports:

Profit and Loss (P&L) management report analyzing revenue and expenses
Cash flow management report
Aging report for accounts receivable and accounts payable

These management reports are presented in bilingual format (English – Vietnamese) so that Headquarters can monitor the financial health of the Vietnam entity without a language barrier.

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5. Mandatory FDI Investment Reports

This is the obligation that many FDI companies miss when they use low-cost accounting packages. Missing investment reports not only leads to substantial administrative penalties but also creates serious bottlenecks when the company later adjusts its Investment Registration Certificate (IRC), increases capital, extends the project, or remits profits abroad.

Every foreign-invested enterprise (from 1% to 100% foreign capital) or project that has been granted an IRC is required to file investment reports. Even if the project has not yet generated revenue, is still in the construction phase, or has temporarily suspended operations, the company must still report (by declaring zero figures).

Investment reporting obligations consist of two main groups:

Report on the Implementation of the Investment Project (filed online on the fdi.gov.vn system under Decree 96/2026/ND-CP)

Quarterly report: Filed before the 10th day of the first month of the following quarter. Content includes implemented investment capital, revenue, import-export value, headcount, amounts paid to the state budget, and land/water-surface use.
Annual report: Filed before 31 March of the following year. Content includes a comprehensive assessment of investment results, product sales, average employee income, operating costs, R&D activities, environmental impact, and the origin of the technology used.

Investment Monitoring and Evaluation Report (under Decree 19/2026, Decree 96/2026, and Circular 44/2026/TT-BTC – Form 13)

Quarterly report: Filed before the 10th day of the first month of the following quarter.
Six-month report: Filed before 10 July of the current year.
Annual report: Filed before 10 February of the following year.

Vina TPT’s management view: Figures on the Investment Activity Report (IAR) must match the VAS accounting books and the tax returns. A discrepancy between the investment report and the audited financial statements is the first signal that the investment management authority and the tax authority will place the company on a specialized inspection list.

6. How to Choose the Right Business Accounting Services Package

To choose a suitable accounting compliance package, the Board of Directors of an FDI company should follow these steps:

Correctly determine scale and transaction profile: Assess the monthly volume of source documents, whether the company has import-export activities or Foreign Contractor Tax (FCT), the size of the workforce, and whether expatriates are employed.
Lock in the exact Scope of Work: Require the provider to state clearly in the contract whether the package covers only bookkeeping and tax filing, or a full package that includes payroll, labor reports, and periodic FDI investment reports.
Provider evaluation criteria: Prioritize a partner with hands-on FDI experience, a bilingual advisory team, a multi-level quality control (QC) process before filing, and the ability to represent the company directly before the Tax Authority and the investment management authority.
Clarify management reporting and the advisory layer: Ask whether the provider issues monthly management reports (P&L, cash flow, receivables and payables) and whether those reports are figures only or include commentary. At the same time, lock in the advisory scope in advance: filing only, or also support when a tax issue arises, an inspection is launched, or Headquarters needs an explanation of the figures.

7. How Vina TPT Delivers Business Accounting Services

Vina TPT provides a comprehensive business accounting services solution that gives FDI companies full legal peace of mind in Vietnam:

VAS bookkeeping and full-package tax filing: Recording the books under VAS and filing VAT, CIT, PIT, and FCT accurately and on time. The package also includes Chief Accountant services – a mandatory requirement for every FDI company, needed from company setup through the opening of the bank account.
Payroll administration and labor reports: Calculating salaries, optimizing insurance costs, completing expatriate PIT finalization, and filing all five mandatory labor reports.
Financial statements and FDI investment reports: Preparing the annual financial statements, supporting work with the independent auditor, and handling the full package of periodic investment monitoring reports.
Flexible operating model: Advising and delivering bilingual management reports (English – Vietnamese – Japanese), with remote or hybrid working arrangements depending on the company’s stage of development.
Continues to support in-depth services: VAT refunds, preparation and accompaniment during tax inspections, transfer pricing documentation, and advisory on mergers and acquisitions.

If your company wants to review its current compliance scope, contact Vina TPT today for an expert consultation on the most suitable solution.

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Company Formation, Legal News

Establish a Small Business in Vietnam: How to Start?

Posted on 22/09/202622/09/2026 by VINA TPT

Small-scale investors who want to establish a business in Vietnam often do not know whether to start with the legal structure, the capital level, or the dossier. Many confuse a Representative Office with a company that can issue invoices, choose a registered address that does not meet registration requirements, or submit overseas documents that have not been consular-legalized. The result is that the IRC/ERC file is returned and the timeline for opening a store or signing the first contract is stretched.

This article breaks the process into steps for a small business in Vietnam: choosing the entity type, checking ownership conditions, working through the IRC and ERC, selecting an address when you have just arrived, preparing personal documents, and then looking at both setup cost and ongoing cost. The aim is to see the full operating cycle – not stop on the day the license is issued.

1. Choose the Right Legal Structure for a Small Business in Vietnam

Choosing the right legal structure from the outset is a foundational decision. It directly affects the company’s governance model, financial liability, and ability to raise capital later. The three legal-entity models that foreign investors in Vietnam most often consider today are the single-member limited liability company, the limited liability company with two or more members, and the joint-stock company.

For small and mid-sized foreign investors, the limited liability company (LLC) remains the most practical and widely used option. This structure limits the investor’s financial liability to the committed charter capital and keeps personal or parent-company assets separate from operating risk in Vietnam. The LLC’s governance is also relatively lean: it is not required to form a Board of Directors or a complex General Meeting of Shareholders of the kind a joint-stock company must maintain, so business decisions can be made faster and with more flexibility. The investor may hold 100% foreign ownership or form a joint venture with a local partner.

A joint-stock company (JSC), by contrast, requires at least three founding shareholders and is bound by stricter rules on meetings, voting, and reporting. This model is a genuine fit only if the investor plans a stock-exchange listing or intends to raise capital from venture funds in the near term.

Vina TPT’s professional recommendation: If your goal is to bring a product or service to market quickly, sign commercial contracts, and issue lawful invoices, start by establishing an LLC. When the business scale grows and you need to bring in more shareholders, the company can legally convert to another enterprise type.

For dossier requirements and LLC registration conditions, refer to Vietnam LLC Registration Requirements: A Complete Guide for Investor.

2. Ownership Rules and Investment Conditions for Small Business in Vietnam

Vietnam’s investment environment is now relatively open: foreign investors may hold 100% ownership in most ordinary business lines such as management consulting, information technology, software services, and manufacturing. The legal framework still maintains, however, a list of conditional business lines for foreign investors.

The sectors that a small business in Vietnam often targets – direct-to-consumer trading and retail, food and beverage (F&B), and some logistics services – all sit in the conditional market-access group. For these lines, the law may cap the foreign capital ratio, require a Vietnamese joint-venture partner, or require the company to obtain a Retail License or another industry-specific sub-license after incorporation.

As a rule, Vietnam’s Law on Investment does not impose a single minimum charter-capital figure across all sectors (except certain finance, banking, and real-estate lines that require statutory capital). The registered capital must still correspond to the project scale, the business line, and the costs set out in the investment proposal.

Vina TPT’s management view: The investment registration authority will assess the project’s feasibility against the capital you commit. If a company registers a retail or F&B line but declares a charter capital that is too low (for example under USD 5,000-10,000), the file is easily refused or sent back for an explanation of financial capacity, because that amount cannot cover rent, equipment, and initial operating costs. In addition, the investor must contribute 100% of the registered charter capital within 90 days from the date the Enterprise Registration Certificate (ERC) is issued.

3. Step-by-Step Process to Establish a Small Business in Vietnam

Setting up a foreign-invested company in Vietnam is more complex than forming a domestic company because it runs through two separate licensing stages: investment project approval and legal-entity formation. Completing the steps out of order, or leaving gaps in the early dossier, can stall the entire timeline.

The standardized process follows these sequential steps:

Step 1: Industry Survey and Preparation of the Investment Dossier

Before commencing the company establishment procedures, the investor needs to accurately determine the business industry codes according to the Vietnam Standard Industrial Classification (VSIC) and cross-check them against the WTO Commitments Schedule and the Law on Investment to verify market access conditions. Certain sectors classified as conditional business lines will require additional specialized licenses or compliance with standards related to capital, personnel, and facilities. At this stage, the investor is advised to contact a local consulting firm for support in reviewing the industry codes and assessing the project’s feasibility.

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After identifying the suitable industry, the investor proceeds to prepare the investment dossier under the guidance of the service provider. Documents of the investor (whether an individual or an organization) must be consular-legalized abroad before being brought to Vietnam for use. The consular legalization process usually takes 14 to 30 days, depending on the procedures of each embassy/consulate and the respective country.

Estimated time for the entire step: approximately 5-7 working days (excluding consular legalization time).

Step 2: Submission of the Application for the Investment Registration Certificate (IRC)

The investment dossier is submitted to the Department of Finance. The competent authority will appraise the market conditions, project location, and the investor’s financial capacity before officially issuing the IRC.

Estimated time: 30 – 45 working days.

Step 3: Submission of the Application for the Enterprise Registration Certificate (ERC)

After obtaining the IRC, the enterprise submits the legal entity establishment dossier to apply for the ERC. The business registration authority will appraise the company name, head office address, and governance structure. Once the ERC is completed, the enterprise code is simultaneously created on the National Business Registration Information System.

Estimated time: 14 – 20 working days.

Step 4: Opening a Bank Account, Engraving the Company Seal, and Making Capital Contribution

The enterprise proceeds to engrave the legal seal, publish the seal specimen, and open a Direct Investment Capital Account (DICA) at a commercial bank licensed to operate in Vietnam. Under the law, the investor must complete the transfer of the entire committed charter capital into the DICA within a maximum of 90 days from the date the ERC is issued.

Implementation time: Within 90 days as prescribed by law.

Step 5: Completion of Tax Registration and Post-Establishment Compliance

The enterprise purchases a digital signature (USB Token), installs the company signboard at the head office, carries out initial tax registration, submits the business license fee declaration, and registers the electronic invoice system. At the same time, the company completes labor registration and social insurance procedures if employees are officially hired, and registers the enterprise electronic identity account (VNeID for enterprises) to facilitate electronic administrative procedures and transactions with state authorities.

Estimated time: 14 – 30 working days.

4. Selecting a Compliant Address for Your Small Business in Vietnam

The head-office address is one of the most important legal elements in a company-setup dossier. Under Vietnam’s Law on Enterprises and Law on Housing, the registered address must be a real location, with a clear cadastral identity and a lawful right of use. It must not be placed in a residential apartment or a collective housing block.

For a small business in Vietnam that has just entered the market, a long-term traditional office lease often creates a heavy financial burden. A deposit of three to six months, fit-out costs, and high monthly rent consume a large share of the budget before the company has generated any revenue.

To solve that cost problem, a Shared Office or Serviced Office is the most practical option at the launch stage. A standard Shared Office address does more than supply a lawful business-registration address for the IRC/ERC file. It also meets the tax authority’s on-site inspection criteria: a company signboard, a reception desk, staff answering the phone, and a meeting room when an inspection team visits.

Vina TPT provides a Shared Office package on Hoang Sa Street in District 1, Ho Chi Minh City. The package includes a lawful business-registration address, a proper company nameplate, professional reception, and a modern meeting-room system. This solution can reduce initial fixed costs by up to 80% and makes it straightforward to upgrade to a Private Office when headcount grows.

5. Required Documents and Legalization for Small Business Foreign Investors

Preparing the legal documents is the bottleneck that costs investors the most time. Every document issued by a foreign authority must go through consular legalization and a notarized Vietnamese translation before it can be filed with the competent authorities in Vietnam.

For an individual foreign investor, the standard dossier includes these core documents:

Personal passport: A copy of the investor’s valid passport, consular-legalized and accompanied by a notarized translation.
Proof of financial capacity: The investor’s most recent bank statement, showing a balance equal to or greater than the charter capital committed to the company. This document must also be consular-legalized.
Head-office premises file: An office lease or deposit agreement in Vietnam, together with the land-use rights certificate or other legal papers proving the landlord’s right to lease.
Application forms and investment proposal: The investment-registration and enterprise-registration forms prepared to the templates of the Ministry of Planning and Investment.

Note: Personal details (full name, passport number, permanent address) and project particulars (company name, head-office address, charter capital) must match 100% across every document – from the foreign-language original and the notarized translation through to the forms filed with the state authorities. Even a small discrepancy in a character or in the transliteration of a name can send the file back so that consular legalization has to be redone from the start.

6. Realistic Setup Costs and Operating Budget for Small Business in Vietnam

To manage cash flow effectively, the investor needs to separate one-time setup cost from the operating budget for the first 12 months. Preparing funds only for the licensing stage and overlooking post-establishment compliance is the main reason many companies end up in a financially passive position.

The basic cost groups are structured as follows:

One-time setup costs

State fees for the IRC, the ERC, enterprise information publication, and seal engraving.
Notarization, consular legalization, and translation of foreign documents.
Legal advisory and representation fees for filing the IRC/ERC dossier.
First-year rent for the registered address or a Shared Office.
Purchase of a digital signature (CA Token for 1–3 years) and e-invoice software.

Ongoing compliance and operating costs

Accounting and tax: Monthly or quarterly bookkeeping and tax filing, plus annual financial statements under VAS.
Labor and payroll: Salary calculation, personal tax-code registration, and social insurance contributions for staff.
Investment reporting: Periodic investment monitoring reports on the fdi.gov.vn system.
Sub-licenses: Maintenance or renewal of a retail business license or other industry-specific licenses, where applicable.

7. The Full Journey to Establish a Small Business in Vietnam at a Glance

To give investors a complete picture of the path from idea to the company actually starting operations, Vina TPT summarizes the execution cycle in the step-by-step table below:

No.	Main step	Step details
1	Survey and structuring	Choose the entity type (LLC) and review industry conditions
2	Legal preparation	Consular-legalize personal documents and lease a Shared Office
3	Investment licensing	File the dossier and obtain the Investment Registration Certificate (IRC)
4	Enterprise licensing	File the dossier and obtain the Enterprise Registration Certificate (ERC)
5	Post-licensing	Engrave the seal, open the DICA/VND accounts, and contribute full capital typically within 90 days
6	Operational activation	Tax registration, CA Token, e-invoices, and sub-licenses where required
7	Ongoing compliance	VAS accounting, tax, payroll, and investment reporting

8. How Vina TPT Helps You Establish a Small Business in Vietnam

Establishing a small business in Vietnam does not end on the day you hold the ERC. It is an ongoing process of keeping legal compliance aligned throughout the company’s life. Vina TPT is a B2B advisory firm that provides an end-to-end solution ecosystem so foreign investors can grow the business with confidence:

Legal structure and industry advisory: Assessing market-access conditions, advising on the capital model, and building a business-line list that is tax-efficient.
Full-package licensing: Standardizing the dossier, supporting translation and consular legalization, and representing the investor in filings for the IRC, ERC, and sub-licenses.
Registered head-office address: A compliant Shared Office in District 1, Ho Chi Minh City, that meets the tax authority’s inspection standards.
Post-establishment operating ecosystem: Full management of VAS accounting and bookkeeping, tax filing, payroll, social insurance, and periodic investment monitoring reports.

Are you planning to establish a business in Vietnam and need a safe, cost-efficient execution path? Contact Vina TPT’s specialist team for in-depth support today.

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