5 days ago - Hung Tran

The Ultimate Guide to Vietnam Corporate Registry

The Ultimate Guide to Vietnam Corporate Registry

Ready to launch your business in Vietnam - one of Southeast Asia’s fast-growing markets. Success starts with more than just a great idea, it requires navigating every legal step, from registration to HR compliance. This guide walks both foreign investors and local entrepreneurs through the key stages for Vietnam corporate registry.

Before you register: Pre-registration essentials

Setting up a business in Vietnam requires careful planning and compliance with the Vietnam corporate registry. Below are key steps.

Step 1: Choose a Legal business structure

Vietnam offers several legal entity options. Below is a comparison of the most common business structures for foreign investors.

Type

Legal Status in Vietnam

Key Benefits

Limitations

Limited Liability Company (LLC)

Legal entity

Most popular; simple management; full control

Limited share transfer; no stock issuance

Joint Stock Company (JSC)

Legal entity

Public fundraising; ideal for large ventures

Complex governance

Representative Office (RO)

Not a legal entity

Easy setup; no tax; good for market entry

Cannot generate revenue

Branch Office (BO)

Part of parent company

Can conduct business directlY

Limited to parent company’s scope

Required Documents for the Investment Project

As part of this step, investors must prepare key documents to support the company formation process, including:

  • Notarized passports (for individual investors)

  • Corporate registration certificates (for foreign company investors)

  • Proof of financial capacity (e.g., bank statements)

  • Investment proposal outlining business activities and capital structure

Step 2: Reserve a company name

Before registering your business, you must check and reserve your desired company name through the official government portal: https://dangkykinhdoanh.gov.vn

Steps to follow: 

  1. Visit the portal and go to “Tra cứu tên doanh nghiệp” (Business Name Lookup)

  2. Enter your proposed name to check if it is:

  3. Available (not in use by any other registered business)

  4. Compliant with naming rules governed by Articles 37–41 of the Law on Enterprises 2020

Step 3: Secure a registered business address

Your business address must meet zoning laws and be approved for registration:

  • LLC/JSC: Requires a leased commercial office.

  • Representative Office: Suitable for non-commercial activities.

  • Branch Office: Must align with the parent company’s operations.

Step 4: Compile required documents for business registration

To register a company under the Vietnam corporate registry, investors must submit the following:

  • Investment registration certificate (IRC)

  • Enterprise registration certificate (ERC).

  • Company charter: Outlines the company’s structure, governance, and operations. This is a mandatory legal document under the Vietnam corporate registry.

  • List of shareholders or members: Required for LLCs and JSCs to specify ownership structure and capital contributions.

  • Tax registration: Businesses must apply for a Tax Identification Number (TIN) and register for:

    • Corporate Income Tax (CIT)

    • Value-Added Tax (VAT)

    • Personal Income Tax (PIT)

  • Legal representative appointment: At least one legal representative must reside in Vietnam. This individual will be responsible for legal compliance and official representation.

Post-registration compliance checklist

After registering, you must complete a set of compliance tasks to stay aligned with Vietnamese laws. Below is a post-register checklist to ensure your Vietnam corporate registry stays compliant with Vietnamese Laws.

checklist for vietnam corporate registry

A. HR Compliance Setup

Here is a summary of the key steps and requirements for setting up HR compliance in Vietnam.

Category

Summary

Social Insurance & Labor Declaration

Register SI code and submit labor declaration before hiring.

HR Policies & Labor Regulations

Required for companies with ≥10 employees; includes internal rules, payroll, PIT.

HR Templates & Employment Contracts

Prepare compliant templates for contracts, payslips, timesheets, etc.

Payroll System Setup

Build payroll system with legal deductions, bonuses, and leave tracking.

Salary Disbursement & Bank Coordination

Automate salary and SHUI payments via bank; keep records.

PIT & SHUI Reporting

Monthly/quarterly PIT and SHUI reporting; track salary base and caps.

Mandatory Labor Reporting

Submit labor reports regularly to avoid penalties.

1. Social Insurance Registration and Labor Declaration

Before hiring employees, companies must register with Vietnam’s Social Insurance system and file labor declarations with the Department of Labor.

Required actions:

  • Register your Social Insurance (SI) Code with the local Social Insurance Agency.

  • Submit the Initial Labor Declaration to the Department of Labor.

  • These two registrations are prerequisites for SHUI (Social, Health, and Unemployment Insurance) compliance.

2. HR Policies and Labor Regulations

For companies employing 10 or more staff, Internal Labor Regulations are mandatory. These policies provide the basis for internal HR governance and are required during labor inspections or disputes.

Key documents and registrations:

  • Internal Labor Regulations (mandatory if ≥10 employees)

  • Payroll and salary payment policies

  • Code of conduct and disciplinary procedures

  • Working time, overtime, and leave management rules

  • Registration of salary scale with Department of Labor

  • Registration of PIT (Personal Income Tax) Withholding

  • Trade Union contribution registration, if applicable

3. Standardized HR Templates and Employment Contracts

All businesses should prepare a full set of HR templates to ensure consistency and legal compliance in recruitment, onboarding, and employment practices.

Manpower Vietnam’s Recommended templates:

  • Labor contracts (indefinite term, fixed-term, part-time)

  • Payslip format with tax and insurance breakdown

  • Timesheets and overtime tracking forms

  • Probation evaluation and contract conversion documents

These documents must follow the Vietnamese Labor Code 2019and be adapted to your company’s policies.

4. Payroll System Setup

Payroll setup involves collecting employee data, applying correct formulas, and embedding legal requirements such as insurance and tax calculations into your internal systems.

Steps to complete:

  • Collect employee details: full name, ID/passport, PIT code, SHUI registration

  • Design payroll templates covering: Gross salary, allowances, bonuses, PIT, SHUI, overtime, leave and so on

  • Integrate features for:

  • Leave balance tracking

  • Seniority and bonus calculation

  • 13th-month salary or Tet bonus, if applicable

5. Salary Disbursement and Bank Coordination

Coordinating payroll with your bank ensures timely payments and compliance with tax and insurance submission timelines.

To-do list:

  • Select a banking partner that supports payroll and SHUI transfers

  • Set a fixed monthly salary payment date

  • Activate automatic transfers for:

    • Employee net salary

    • PIT and SHUI contributions

  • Ensure the system retains payment records in case of audits

6. PIT and SHUI Contributions

Once employees are onboarded, companies must begin regular reporting of Personal Income Tax (PIT) and SHUI contributions.

Key tasks:

  • Register for monthly/quarterly PIT reporting and annual finalization

  • Register SHUI for each employee immediately after signing the labor contract

  • Track and update:

  • Monthly salary base used for insurance

  • Government-announced caps for SHUI and PIT purposes

7. Mandatory Labor Reporting

Companies must report labor activities to the relevant authorities to remain in compliance and avoid penalties.

Reports to submit:

Report Name

Frequency

Labor Change Report

Monthly

Employment Status Reports

Semi-Annual and Annual

Report on Use of Foreign Workers

Semi-Annual and Annual

Labor Accident Report

Annual

Occupational Safety and Hygiene Report

Annual

Unemployment Insurance Contribution Report

Annual

B. Other non-HR compliance category

Section

Key Tasks

Deadline / Frequency

Post-Licensing Essentials

- Company stamp (optional)
- Business License Fee submission

Stamp: Optional
License Fee: By Jan 30 (following year)

Initial Tax Setup

- Tax registration
- E-invoice & token setup

Within 10 working days of ERC issuance

Accounting Setup

- COA and accounting software
- Chief Accountant appointment
- Corporate bank account

Ongoing (Chief Accountant can be delayed up to 12 months for micro-enterprises

HR Setup

- SI code & labor declaration
- HR policies & regulations
- Payroll & contract templates
- PIT & SHUI setup
- Bank salary integration
- Labor reportin

Before first hire; Monthly, Quarterly, and Annual reports as required

Entity-Based HR Rules

Varies by entity: LLC, JSC, RO, BO

Ongoing

Other Procedures

- Work Permit (foreigners)
- TRC application

Work Permit: approximately 6–7 weeks
TRC: Post-WP, valid 2–5 years

Stay compliant with expert HR support

To ensure your business stays compliant with Vietnam’s complex tax, labor, and corporate registry regulations, it’s essential to have expert support - especially during the critical post-registration phase. 

Manpower Vietnam with over 77 years of global experience, has been delivering workforce solutions locally since 2008. Fully licensed by the Ministry of Labor, we provide trusted HR consulting, recruitment, staffing, and outsourcing services. Our experts help businesses stay compliant with Vietnam’s tax, labor, and corporate registry regulations so you can operate with confidence from day one.

Fill in the form or contact us today to get expert support for your next hiring project.