Incorporation Post-Licensing in Vietnam — A 2025 Practical Guide

Setting up a company in Vietnam involves more than getting business licenses. After receiving the Investment Registration Certificate (IRC) and Enterprise Registration Certificate (ERC), investors must complete post-licensing procedures — a series of steps that turn a licensed entity into a fully operational company.

Without these steps, the enterprise cannot open a bank account, issue invoices, or pay taxes. According to Vietnam Briefing (2024), nearly 30% of foreign-invested enterprises (FIEs) face fines due to incomplete post-licensing. Finishing this process properly ensures legal operation, smooth banking, and credibility with Vietnamese authorities.

Turning licenses into real business growth in Vietnam

1.  Understanding Post-Licensing in Vietnam

The post-licensing phase refers to all administrative, tax, and labor procedures that follow the issuance of the IRC and ERC. This period typically lasts from 30 to 60 days, depending on the company’s structure and capital contribution timeline.

These procedures are mandated by the Law on Enterprises 2020 and Decree 01/2021/NĐ-CP, which collectively ensure that newly established companies meet operational, tax, and labor requirements before engaging in business activities.

Key Post-Licensing Steps	Purpose	Deadline
Creation and publication of company seal	Legalize the company’s official mark for contracts and transactions	Within 3–5 days
Opening corporate bank account	Enable financial operations and capital contribution	Within 90 days
Tax registration and digital signature setup	Obtain tax code and activate e-invoicing	Within 10–15 days
Social insurance registration	Register employees with local authority	Within 30 days
Charter capital contribution	Confirm investor’s financial commitment	Within 90 days
Initial tax and accounting report	Notify tax authority and establish accounting regime	Within 10 days after registration

2. Main Post-Licensing Procedures for Incorporation Post-Licensing in Vietnam

Company Seal and Public Disclosure

Since 2021, companies in Vietnam have full autonomy to design their seals, whether digital or physical. Before using the seal, a public disclosure must be submitted on the National Business Registration Portal containing the company’s name, ERC number, address, legal representative, and seal form.

Failure to publish this notice may invalidate company documents and result in administrative penalties.

Corporate Bank Account Setup

New enterprises must open a Vietnam-based corporate bank account within 90 days after the issuance of their ERC. The bank typically requires documents such as the IRC, ERC, company charter, and identification of the legal representative. Once opened, bank account information must be reported to both the Department of Planning and Investment (DPI) and the local tax authority.

For foreign investors, it is advisable to choose international banks familiar with FDI transactions — such as HSBC, Vietcombank, or Standard Chartered — to minimize delays during the KYC (Know-Your-Customer) verification process.

Banking Requirement	Legal Basis	Timeline
Open DICA (Direct Investment Capital Account)	Circular 06/2019/TT-NHNN	≤ 90 days
Notify DPI and Tax Office	Decree 126/2020/NĐ-CP	5 days after account activation

Tax Registration and Digital Signature

Every new company must obtain a tax identification number (TIN) and set up a digital signature to perform e-transactions with tax authorities. The procedure involves registering with an approved digital-signature provider (e.g., Viettel, FPT), submitting Form 08, and registering for e-invoice issuance.

The company must also pay the annual license tax (VND 2–3 million depending on capital size). According to Acclime Vietnam (2024), late tax registration can result in fines ranging from VND 5–10 million.

Once registration is complete, the company can officially issue electronic invoices and sign digital contracts.

Labor and Social Insurance Registration

Employers are legally required to register all employees with the Vietnam Social Insurance Authority within 30 days of employment commencement. The contribution rates in 2025 remain consistent with existing regulations: employers contribute 21.5% of the employee’s salary, while employees contribute 10.5%, deducted monthly.

Foreign employees are also subject to Decree 152/2020/NĐ-CP, which regulates work permits and labor contracts. Non-compliance in this area may lead to monetary fines or suspension of the company’s e-invoice system.

Capital Contribution

Under Article 47 of the Law on Enterprises 2020, investors must transfer their charter capital within 90 days from the date of ERC issuance. For foreign investors, the funds must be transferred through a Direct Investment Capital Account (DICA) to ensure traceability and compliance.

Proof of contribution includes bank confirmation, a capital contribution report, and an updated shareholder list. Failure to complete the process within the legal timeframe can result in forced capital adjustment or even ERC revocation.

Capital Source	Transfer Channel	Required Proof
Foreign investor funds	DICA under investor’s name	Bank confirmation + report
Local investor funds	Domestic account	Payment receipt + accounting entry

Accounting and Initial Reporting

After tax registration, companies must declare their accounting regime under the Vietnamese Accounting Standards (VAS) and appoint a chief accountant or authorized accounting service provider.

The business is also required to submit initial VAT and Corporate Income Tax (CIT) declarations, register for e-invoice issuance, and pay the license tax. According to the General Department of Taxation (2024), around 40% of new FIEs face delays or penalties due to incomplete initial reporting or missing accounting documentation.

3. Common Challenges Faced by Investors

Even experienced foreign investors often face difficulties during the post-licensing phase. The most common issues include prolonged bank account approval due to strict KYC checks, mismatched information between the IRC and ERC (especially regarding address or capital), missed deadlines for seal publication or capital transfer, and delayed remittance approvals from the State Bank of Vietnam.

To avoid these pitfalls, investors should establish a compliance calendar and maintain constant communication with their legal advisors and regulatory agencies.

4. Best Practices for Smooth Compliance

To ensure seamless incorporation and post-licensing in Vietnam, foreign investors should consider the following best practices:

Engage professional legal and accounting firms with bilingual capability; Use certified digital signature systems and secure e-invoice platforms; Track all submission deadlines through a centralized compliance checklist; Keep digital copies of all filings for audit readiness; and Conduct annual compliance audits to ensure continued regulatory alignment.

Maintaining open and transparent communication with the Department of Planning and Investment (DPI), Tax Office, and Department of Labor, Invalids, and Social Affairs (DOLISA) is also critical to maintaining compliance and reputation.

5. Conclusion: Turning Licenses into Real Operations

Completing incorporation post-licensing in Vietnam bridges the gap between having a legal entity and running an operational business. It ensures that the company can open bank accounts, issue invoices, hire employees, and engage in commercial activities without legal risk.

By handling tax registration, capital contribution, and labor compliance properly, investors not only avoid costly fines but also lay a stable foundation for long-term success in Vietnam’s competitive market.

Start Your Vietnam Investment Confidently — Get Legal Advisory Now

Contact our legal advisory team for complete support in post-licensing procedures in Vietnam, including banking setup, tax registration, and labor compliance.

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