Mandatory post-establishment procedures and corporate management recommendations for companies in Vietnam
Obtaining the Enterprise Registration Certificate (“ERC”) is just the beginning of an investor's business journey in Vietnam. For a legal entity to officially operate legally, safely, and optimally, executives must complete a chain of administrative, financial, and labor procedures immediately following the issuance of the ERC.
In practice, depending on the type of enterprise, business sector, operational scale, capital ownership structure, or the legal status of the investor, a company may need to perform various other specialized procedures required by law. Particularly for companies operating in conditional business lines, receiving the ERC does not mean the business can immediately start operations. In these cases, the enterprise may need to fulfill additional legal conditions and obtain specialized licenses, certificates, or approvals before officially operating such as business licenses, environmental licenses, fire safety certificates, or other sector-specific permits.
Furthermore, foreign-direct-investment enterprises (FDI), credit institutions, insurance companies, securities firms, or entities operating in highly regulated sectors must comply with distinct regulations regarding reporting, internal management, operational conditions, and specialized licensing regimes. Therefore, before officially launching operations, investors should carefully review the legal conditions applicable to their target business lines or consult with legal experts to ensure full and proper compliance.
This article outlines the essential post-establishment procedures that enterprises in Vietnam must keep in mind to avoid legal risks and unnecessary administrative fines. Please note that the content below is general in nature, summarizing the core legal obligations applicable to the majority of enterprises after receiving their ERC.
1. Mandatory administrative and legal procedures
According to the Law on Enterprises 2020 and its guiding documents, newly established enterprises must immediately fulfill the following obligations:
- Public disclosure of enterprise registration information: Within 30 days from the date of ERC issuance, the enterprise must publish its registration details on the National Business Registration Portal.
- Displaying the Company Signboard: The enterprise is required to make and display its signboard at its headquarters, branches, or representative offices.
- Creating the corporate seal and issuing the decision on seal usage: A major progressive step in the Law on Enterprises 2020 is that enterprises are no longer required to notify their seal sample to the Business Registration Office. Instead, the enterprise has full autonomy over the type, quantity, design, and content of the seal, provided it issues an internal decision to officially manage and use it.
- Fully contributing the registered charter capital: Founding members or shareholders must fully contribute their committed capital within 90 days from the date of ERC issuance. If the capital is not fully contributed within this timeframe, the enterprise must register a capital reduction within the next 30 days.
2. Initial tax and financial obligations
This is a complex group of procedures where errors easily occur, requiring close coordination with the internal accounting department or external accounting service providers:
- Purchasing a digital signature (USB Token) and registering an E-tax account: A digital signature is a mandatory tool for enterprises to perform online tax declarations, electronic tax payments, and other digital transactions with tax authorities.
- Opening a corporate bank account and updating information: The enterprise opens a payment account at a commercial bank. Within 10 days of opening the account, the enterprise must notify the Business Registration Office of the change in tax registration information (rather than notifying the tax authority directly as previously required).
- Registering the use of E-invoices: The enterprise must prepare an application and submit a registration/change form for e-invoice usage through the General Department of Taxation's portal before issuing any invoices to customers.
3. Labor and Social Insurance procedures
When an enterprise begins hiring and managing personnel, the following two tasks must be carried out promptly and thoroughly to mitigate legal risks related to labor:
- Establishing a labor management book and designing a salary scale: The enterprise must set up a labor management book (either in physical or digital format) within 30 days from the date of commencement of operations.
- Initial social insurance registration for employees: Within 30 days from the date of signing official labor contracts with employees subject to mandatory social insurance, the enterprise must complete the application for initial registration of Social Insurance, Health Insurance, and Unemployment Insurance in accordance with Decision 772/QD-BHXH.
4. Corporate management recommendations post-establishment
In addition to fulfilling the mandatory legal obligations listed above, enterprises should build a clear internal management system from the outset. This minimizes disputes among members, controls legal risks, and creates a solid foundation for long-term growth. Investors can refer to the following practices to enhance corporate management and compliance:
4.1. Issuing comprehensive internal management regulations
Immediately after establishment, the enterprise should review and issue internal regulations tailored to its organizational model and operational scale. These include: Regulations on seal management and usage; regulations on financial management and expenditure approval; regulations on contract signing and execution; regulations on the decentralization of authority among the Legal Representative, the Board of Members/Board of Directors, and the Management Board; regulations on corporate document and archive management. Standardizing internal processes helps the enterprise prevent decisions that exceed authority while providing a clear legal basis when disputes arise or during inspections by competent authorities.
4.2. Establishing a legal document archiving system
Enterprises should build a structured and scientific archiving system for vital legal documents, including: The Enterprise Registration Certificate (ERC); The Company Charter; Capital contribution records of members or shareholders; Minutes of meetings and resolutions of the Board of Members, Board of Directors, or General Meeting of Shareholders; Key commercial contracts; Labor and social insurance records; Accounting and tax records.
Proper record-keeping not only satisfies statutory requirements but also facilitates smooth audits, inspections, fundraising, or Mergers and Acquisitions (M&A) transactions.
4.3. Conducting regular legal compliance reviews
Once operational, the enterprise needs to establish a mechanism to track periodic legal obligations, such as: Filing and paying taxes on time; submitting statutory labor reports; registering changes to enterprise registration details when fluctuations occur; renewing conditional business licenses (if applicable); reviewing contracts and internal records to ensure ongoing compliance; proactively conducting periodic reviews helps the enterprise detect legal risks early and avoid administrative sanctions.
4.4. Preparing the legal foundation for future expansion
For enterprises with growth ambitions or plans to attract investors down the road, standardizing corporate management records right from the initial stage offers a competitive edge. A transparent, comprehensive documentation system and a clear management structure will make it much easier for the enterprise to execute procedures for charter capital increases, onboard new investors, establish branches or representative offices, or participate in M&A transactions.
5. Conclusion
Completing the enterprise establishment procedure is merely the first milestone in a company's operational life cycle. To operate stably and remain compliant, an enterprise must fully execute its post-establishment obligations regarding registration, taxation, labor, and social insurance right after receiving the ERC. Concurrently, building a structured internal management system, maintaining an organized archive, and proactively managing legal risks will secure a solid foundation for long-term development, scalability, and future investment opportunities.
