FOREIGN DIRECT INVESTMENT COMPANY (FDI COMPANY) ESTABLISHMENT SERVICES IN VIETNAM (2026): WHAT TO DO AFTER ESTABLISHING AN FDI COMPANY? (1)
In Part 1, we discussed the initial post-establishment procedures that every foreign-invested company should complete, including publishing enterprise registration information, preparing internal corporate records, opening bank accounts and a Direct Investment Capital Account (DICA), and making capital contributions in compliance with Vietnamese regulations.
In this part, we continue with the remaining legal procedures that are equally important before an FDI company can operate smoothly and remain fully compliant. These include obtaining a digital signature, completing the initial tax registration, registering for electronic invoices, securing any required sector-specific licenses, fulfilling labor and social insurance obligations, and complying with periodic investment reporting requirements. Proper completion of these procedures will help minimize legal risks and ensure that the company is fully prepared for long-term business operations in Vietnam.
Clients interested in support services for establishing a foreign-invested company in Vietnam (2026) may contact Dai Quang Minh Company via Hotline: 0932 191 299; Zalo: 0932 191 299; Email: info@quangminhlawfirm.com; Viber: (+84) 337 926 405; WhatsApp: (+84) 337 926 405; WeChat: (+84) 337 926 405 (ID: pouniverse) for complimentary consultation and comprehensive, efficient, and accurate legal services.
In addition, Dai Quang Minh Company provides a wide range of services, including sub-licenses, business registration, investment, foreign labor, and ongoing legal advisory services for both domestic and foreign enterprises.
Contact:
- Zalo: 0932.191.299
- Gmail: info@quangminhlawfirm.com
- Viber: (+84) 337926405/ (+84) 869672216
- WhatsApp: (+84) 337926405/ (+84) 869672216
- Wechat:(+84) 337926405 (ID: _pouniverse)/(+84) 869672216 (ID:DQM_Verna)
- Telegram: (+84) 337926405/ (+84)869672216
I. Step 5: Obtain a digital signature and complete the initial tax registration
After obtaining the Enterprise Registration Certificate (ERC), an FDI company should obtain a digital signature and complete its initial tax registration in order to file tax returns electronically, make online tax payments, register for electronic invoices, and operate in compliance with Vietnamese law. This is one of the key post-establishment procedures that should be completed as soon as possible after incorporating a foreign-invested enterprise.
The procedures generally include:
- Purchasing and registering a digital signature;
- Registering an electronic tax account;
- Completing the initial tax registration with the competent tax authority;
- Registering the applicable tax calculation method, where required;
- Appointing an in-house accountant or engaging an accounting service provider;
- Preparing the company's initial tax records;
- Registering for electronic invoices when the company intends to issue invoices;
- Monitoring ongoing periodic tax filing and reporting obligations; and
- Reviewing any tax obligations arising from transactions with foreign investors, where applicable.
Failure to complete the initial tax procedures may prevent the company from filing tax returns, making tax payments, registering for electronic invoices, issuing valid VAT invoices, or satisfying the requirements of the tax authorities. For FDI companies, the associated risks may be greater because they often engage in cross-border transactions, receive foreign capital contributions, make international payments, incur expenses relating to foreign experts, enter into international service agreements, or have tax obligations associated with their investment projects.
For foreign-invested enterprises, an appropriate accounting and tax compliance system should be established from the outset, particularly where the company:
Has a substantial amount of investment capital;
- Has multiple foreign investors;
- Conducts transactions with its overseas parent company or affiliated entities;
- Makes or receives international payments;
- Employs foreign experts or expatriate employees;
- Engages in import, export, or distribution activities;
- Operates in business sectors requiring sector-specific licenses; or
- Is subject to periodic investment project reporting obligations.
II. Why choose Dai Quang Minh Company
With years of practical experience in legal consulting, Dai Quang Minh Company is a pioneer in corporate support services, specializing in fast and affordable company formation. Below are the reasons to choose business registration services at Dai Quang Minh Company:
Human Resources: Gather a team of corporate legal experts and project legal experts with a long working history at domestic private economic groups; large foreign-invested enterprises operating in Vietnam.
Consulting Policy: Clients are gifted a completely free legal consulting package when using services at Dai Quang Minh Company.
Professionalism and Experience: Dai Quang Minh Company has a workforce with in-depth knowledge of business formation, ensuring a swift and accurate consulting process.
Time-Saving: Using Dai Quang Minh Company 's services helps you save precious time as we handle the entire process and related procedures.
Legal Insight: Dai Quang Minh Company ensures that all relevant legal regulations are strictly followed in accordance with the law.
Customization: Our consulting services are highly adaptable to your specific needs, allowing you to choose options suitable for your business.
Trusted Partner: Dai Quang Minh Company has built a reputation for providing affordable business setup consulting to many enterprises and individuals nationwide.
Confidentiality Assurance: Dai Quang Minh Company is committed to the absolute protection of your personal and business information.
Detailed Support: Dai Quang Minh Company provides detailed advice and support regarding the process and requirements to help you better understand business formation.
Process Optimization: Our consulting helps optimize the business setup process, minimizing potential risks and difficulties.
Excellent Customer Experience: Dai Quang Minh Company is dedicated to providing the best customer experience through professional advice and enthusiastic support.
Focus on Business Plans: By utilizing our registration services, you can focus on developing your business plans and core activities instead of worrying about legal procedures.
III. Step 6: Register for electronic invoices
After establishing an FDI company, the enterprise must register for electronic invoices before issuing invoices to its customers. This is an essential step for recognizing revenue, issuing legally valid invoices, fulfilling tax reporting obligations, and conducting business operations in compliance with Vietnamese law.
However, an FDI company should issue electronic invoices only after satisfying three key groups of legal requirements: tax compliance, electronic invoice registration, and business licensing. Obtaining an Enterprise Registration Certificate (ERC) or completing the electronic invoice registration procedure does not automatically authorize the company to conduct all registered business activities, particularly where the relevant business line is subject to sector-specific licensing requirements.
Before registering for and using electronic invoices, the company should verify that it has:
- Obtained a digital signature;
- Registered an electronic tax account;
- Completed the initial tax registration;
- Successfully registered for the use of electronic invoices;
- Confirmed that the goods or services to be invoiced fall within the registered business lines stated in the ERC;
- Ensured that its business activities are consistent with the investment objectives specified in both the Investment Registration Certificate (IRC) and the ERC;
- Determined whether the intended business activities require any sector-specific licenses before operations commence; and
- Satisfied all legal conditions necessary to commence actual business operations.
Important note: For FDI companies operating in conditional business sectors such as retail, logistics, education, food and beverage, medical devices, cosmetics, e-commerce, or tourism the registration of electronic invoices does not replace the requirement to obtain the relevant sector-specific licenses. The company must obtain all necessary regulatory approvals before providing services, selling goods, or issuing invoices for those activities.
For example, an FDI company that has obtained an ERC but has not yet secured a retail business license should not issue invoices for retail sales where such a license is legally required. Likewise, companies operating in the food sector should ensure compliance with applicable food safety regulations before commencing operations. Businesses involved in medical devices, cosmetics, or e-commerce should also complete all required product registrations, declarations, notifications, or website registration procedures before carrying out commercial activities.
IV. Step 7: Verify whether any sector-specific licenses are required before commencing operations
After establishing an FDI company, the enterprise should not assume that obtaining the Investment Registration Certificate (IRC) and the Enterprise Registration Certificate (ERC) automatically entitles it to commence business operations. For many conditional business sectors, the company must first obtain the relevant sector-specific licenses or satisfy additional regulatory requirements before it may legally operate, sell goods, provide services, or issue invoices.
In other words, the ERC merely establishes the company's legal status as a corporate entity. Whether the company may actually conduct business depends on its registered business activities, applicable market access conditions, sector-specific licensing requirements, and other operational conditions that must be satisfied after incorporation.
|
Business Sector |
Possible Post-Establishment Licenses or Regulatory Requirements |
|
Retail |
Business License and, where applicable, a License for the Establishment of a Retail Outlet |
|
Restaurants and Food Services |
Food Safety Eligibility Certificate, fire prevention and fighting compliance, and premises-related requirements |
|
Education and Training |
Establishment approval, education operation license, and compliance with requirements relating to facilities and teaching staff |
|
Logistics |
Transport licenses and operational requirements relating to warehouses, vehicles, and personnel, depending on the services provided |
|
Medical Devices |
Product classification, declaration, marketing authorization, and compliance with medical device trading regulations |
|
Cosmetics |
Cosmetic product notification, labeling requirements, advertising compliance, and import and distribution regulations |
|
E-commerce |
Notification or registration of an e-commerce website or e-commerce trading platform |
|
Travel and Tourism |
Travel service license, security deposit requirements, and appointment of a qualified person responsible for travel services |
The most common mistake is assuming that the issuance of the ERC alone permits the company to begin operating immediately. In practice, where the company conducts business in a conditional sector but has not yet obtained the required sector-specific license, it may not legally carry out those business activities despite having been validly incorporated. Operating without the required approvals may expose the company to administrative penalties, tax and invoicing issues, contractual disputes, advertising violations, or even suspension of its business activities.
Accordingly, before commencing operations, an FDI company should verify the following:
- Whether any of its registered business lines fall within conditional business sectors;
- Whether the investment objectives stated in the IRC require any sector-specific approvals;
- Whether the relevant sub-licenses must be obtained before or after the issuance of the ERC;
- Whether all applicable requirements relating to business premises, personnel, capital, professional qualifications, warehouses, fire safety, or food safety have been satisfied; and
- Whether the company is legally permitted to issue invoices for the relevant business activities.
This review should be conducted alongside an assessment of Vietnam's foreign investment market access conditions and a verification that the information contained in the IRC and ERC is fully consistent. Where the company operates in a conditional business sector, all required sector-specific licenses should be obtained before commencing commercial operations.
V. Step 8: Address Employment, Work Permits, and Temporary Residence Cards for Foreign Employees
After establishing an FDI company, if the enterprise intends to employ foreign experts, managers, executive officers, or technical workers, it should promptly assess its obligations relating to foreign employment, work permits, visas, and temporary residence cards. These procedures are essential because they directly affect the foreign employee's legal right to work, reside, and perform management or operational duties in Vietnam.
The procedures that may be required include:
- Registering the demand for foreign employees, where required by law;
- Applying for work permits for foreign employees;
- Applying for confirmation of work permit exemption, where the foreign employee qualifies for an exemption;
- Executing employment contracts or appointment decisions appropriate to the employee's position;
- Registering for compulsory social insurance where applicable;
- Applying for the appropriate visa corresponding to the purpose of employment;
- Applying for temporary residence cards for eligible foreign employees; and
- Monitoring the validity of work permits, visas, and temporary residence cards to ensure timely renewal.
For FDI companies, particular attention should be given to legal documentation relating to foreign experts, managers, executive officers, technical workers, and foreign legal representatives. Foreign nationals should not commence work in Vietnam unless they have obtained a valid work permit, a work permit exemption confirmation (where applicable), or other lawful immigration documents permitting them to work in Vietnam.
Common compliance risks include:
- Foreign employees performing duties that differ from the positions approved by the competent authorities;
- Foreign employees commencing work before obtaining the required work permit;
- Holding a visa that is inconsistent with the purpose of employment;
- Expired work permits that have not been renewed on time;
- Temporary residence cards that are inconsistent with the employee's work permit or employment position; and
- Inconsistencies between the foreign employee's position and the information stated in the Enterprise Registration Certificate (ERC), the Company's Charter, appointment decisions, or employment contracts.
VI. Step 9: Comply with Investment Project Reporting Obligations
After establishing an FDI company, an enterprise that has obtained an Investment Registration Certificate (IRC) must monitor and fulfill its investment project reporting obligations. Although this is a mandatory legal requirement, it is often overlooked once the company has commenced operations.
Investment project reports enable the competent authorities to monitor the implementation of the investment project against the information approved in the IRC. The reports generally cover matters such as capital contributions, project implementation progress, employment, revenue, financial obligations, project location, and any changes arising during the course of the project's operation.
The reports typically include information relating to:
- The progress of capital contributions by the investors;
- The implementation status of the investment project;
- Revenue and business performance;
- The number of employees;
- Financial obligations;
- The use of land, factories, offices, or other project premises, where applicable;
- Changes to the investment project;
- Difficulties encountered during project implementation; and
- Proposed amendments or adjustments where the project has changed from the contents approved in the IRC.
Failure to comply with the investment reporting requirements may create significant difficulties when the company applies to amend its Investment Registration Certificate (IRC), increase its investment capital, relocate the project, transfer the investment project, change investors, extend the project's operating term, or respond to requests from the investment authorities. In some cases, failure to maintain proper investment reports may also delay project amendment procedures because the company will first be required to update and supplement its historical project implementation records.
Prospective clients seeking assistance with procedures for establishing a foreign-invested company in Vietnam (2026) are kindly invited to contact Dai Quang Minh Company via Hotline: 0932 191 299; Zalo: 0932 191 299; Email: info@quangminhlawfirm.com; Viber: (+84) 337 926 405; WhatsApp: (+84) 337 926 405; WeChat: (+84) 337 926 405 (ID: pouniverse) for complimentary consultation and comprehensive, efficient, and accurate legal services.
In addition, Dai Quang Minh Company provides a wide range of services, including sub-licenses, business registration, investment, foreign labor, and ongoing legal advisory services for both domestic and foreign enterprises.
Contact:
- Zalo: 0932.191.299
- Gmail: info@quangminhlawfirm.com
- Viber: (+84) 337926405/ (+84) 869672216
- WhatsApp: (+84) 337926405/ (+84) 869672216
- Wechat: (+84) 337926405 (ID: _pouniverse)/ (+84) 869672216 (ID: DQM_Verna)
- Telegram: (+84) 337926405/ (+84) 869672216
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