In Vietnam, the difference between compliance and facing fines often comes down to paperwork.
It’s easy for foreign companies to get caught up in the excitement of tapping into Vietnam’s dynamic economy. But beneath the surface of high growth and low costs lies a complex regulatory maze that demands more than just good intentions. From business formation to operation, and all the updates in between, compliance is non-negotiable.
The real challenge? Staying current, accurate, and aligned with legal expectations.
For that to be executed, the companies would soon find the benefits of corporate secretarial services in Vietnam. Far beyond filing forms or ticking boxes, these corporate secretarial services in Vietnam act as a legal command center, ensuring that your company is not only set up properly but continuously maintained in line with Vietnamese laws. Yet, many foreign firms still underestimate their value, only realizing the consequences when issues arise.
In here we discuss 12 essential matters that foreign companies must know about corporate secretarial services in Vietnam, which could save your company time, money, and risk exposure. By the end, you’ll see that these services aren’t an added expense, they’re a critical asset to your long-term success.
Why Corporate Secretarial Services Matter in Vietnam
Doing business in Vietnam is rewarding, as you hear and know, with considerable acceptable cost, opportunities but only if your legal structure holds up under scrutiny. Regulatory compliance here isn’t optional; it’s integral to basic operations.
Corporate secretarial services in Vietnam are important to ensure regulatory compliance. They ensure your company’s records, licenses, and documents are always up to date with the authorities. Unlike in some countries where governance might be looser, Vietnam requires a formal update to even change your company’s phone number on a license.
When a company fails to comply, the consequences can be severe: suspended tax codes, hefty fines, immigration headaches, and denial of permits. With corporate secretarial support, these risks are proactively managed.
Furthermore, engaging reliable corporate secretarial services in Vietnam enable efficient communication with Vietnamese authorities, ensure that your business is aligned with local labor and tax laws, and act as a local liaison in case of audits or inspections.
The message is clear: invest in corporate secretarial services in Vietnam or prepare to face costly administrative surprises.
Structuring Your Company Right from the Start
Getting your legal structure right is more than a formality, it’s your foundation.
In Vietnam, foreign investors can choose between several structures: Limited Liability Company (LLC), Joint Stock Company (JSC).
Without setting up companies in Vietnam, traders could consider to set up Representative Office in Vietnam (RO), or find partner to sign Business Cooperation Contract (BCC).
Each has distinct tax implications, foreign ownership limits, and licensing procedures.
Corporate secretarial services in Vietnam guide you through the process of choosing the best fit based on your goals. For example, if you’re planning to scale regionally, a JSC may be more favorable due to its transferable shares and easier fundraising. For lean operations, an RO might suffice—though it can’t generate income directly.
Corporate secretarial services in Vietnam also help draft and file the company charter, set up internal governance rules, and ensure compliance with Vietnam’s Investment Law and Enterprise Law. Mistakes in this phase can delay your licensing, limit your ability to hire, or prevent future expansion.
Right structuring isn’t just legal hygiene, it’s a strategic advantage that can save you from regulatory friction later on.
Getting Compliant – What Vietnam Requires
Compliance in Vietnam starts early, and never stops. Within weeks of registration, companies must fulfill various obligations:
- Declare their investment capital
- Register employees with the labor department
- Submit initial tax filings
- Open bank accounts and notify tax authorities
- Implement e-invoicing systems
Corporate secretarial services in Vietnam manage these steps and ensure your company doesn’t miss critical deadlines. Compliance failures, even small ones, can lead to administrative fines or rejection of tax returns and licensing renewals.
Vietnamese regulations are detailed and time-bound. For instance, failing to contribute registered capital within 90 days of issuance of your Enterprise Registration Certificate (ERC) can trigger penalties or even revocation of your business license.
Corporate secretarial services in Vietnam also help monitor regulatory changes and adjust filings or procedures accordingly, keeping your business compliant while you focus on growth.
Updating Corporate Documents: What, When, and Why
Change is inevitable in business, but in Vietnam, every change must be formally documented.
Whether you’re moving offices, replacing a legal representative, expanding business lines, or increasing capital, each modification requires an official amendment to your ERC and, where applicable, your Investment Registration Certificate (IRC).
Corporate secretarial services in Vietnam take charge of drafting amendment applications, coordinating with relevant authorities, and ensuring legal timelines are met. Companies often overlook the need to update documents for relatively minor changes—such as adding a new business line—but failure to do so can result in business suspensions or denied filings.
The timeline for registration can be tight—generally 10 working days from the effective date of change—and the documentation requirements can be extensive. Legal reps may need to provide notarized passports, and investors must submit updated charter amendments.
Staying current with corporate documents isn’t about avoiding red tape—it’s about maintaining the legal standing of your company in Vietnam.
Business Licenses and Conditional Sectors
Vietnam classifies certain industries as “conditional,” meaning businesses must obtain special licenses or satisfy specific criteria to operate.
These sectors include:
- Real estate
- Education
- Logistics
- Fintech
- Pharmaceuticals
- Advertising
Corporate secretarial services in Vietnam help you determine if your industry falls under these categories and guide you through license acquisition or compliance with sub-decrees. This often includes coordinating with multiple ministries and submitting specialized documentation.
For instance, a retail business may need a trading license from the Ministry of Industry and Trade, especially if it has foreign ownership. Without it, you’re not legally allowed to import or sell goods in Vietnam.
Having the right licenses upfront helps prevent future enforcement actions and builds trust with business partners and regulators alike.
Annual Obligations and Reporting Deadlines
Every year, companies in Vietnam must file:
- Annual financial statements
- Audited reports (for FDI enterprises)
- Corporate income tax (CIT) declarations
- Labor reports
- Annual investment reports (for FDI entities)
Missing deadlines can lead to fines or disruption in operations. Corporate secretarial services in Vietnam track these dates, prepare necessary filings, and work with your accountants to ensure all reporting is timely and accurate.
Especially for foreign investors, Vietnam’s tax and labor reporting systems can be confusing. Having local experts manage your annual obligations not only ensures compliance but avoids redundant reporting and unnecessary administrative burdens.
These annual tasks might feel like a routine chore, but in Vietnam, they are the backbone of your operational legitimacy.
The Importance of Maintaining Corporate Records
Maintaining accurate and up-to-date statutory records is a legal obligation in Vietnam—and failure to do so can trigger serious consequences.
Key documents include:
- Shareholder registers
- Charter and amendments
- Investment certificates
- Capital contribution records
- Board resolutions and meeting minutes
Corporate secretarial services in Vietnam maintain these documents and ensure they are accessible for audits, inspections, or legal disputes.
Proper record-keeping also supports internal control, helps with due diligence during fundraising or M&A, and provides legal protection in case of conflict.
Vietnamese regulators expect companies to maintain physical and digital records for at least 10 years—and to produce them promptly when requested.
Foreign Investment Approvals and Licensing Changes
Any significant change in ownership or investment structure requires approval from the Department of Planning and Investment or other regulators. This includes:
- Adding new foreign investors
- Transferring ownership to another entity
- Increasing or reducing registered capital
- Changing investment project goals
These are not just “notify and proceed” events—they require formal approval.
Corporate secretarial services in Vietnam help prepare shareholder resolutions, update the company charter, and manage the multi-step process of adjusting both the ERC and IRC.
Failing to do this properly can result in rejected applications, project delays, or even withdrawal of investment certificates.
Corporate Changes That Must Be Registered
Beyond ownership changes, the following corporate updates must be reported and registered:
- Change of director or legal representative
- Amendment of company name or address
- Adjustments in business lines
- Revisions to the company charter
Each change must be reported within a strict legal timeline. Corporate secretarial services in Vietnam ensure that the correct government portals are updated, documents notarized and translated, and applications filed without delay.
Delays or omissions in registering changes can lead to penalties or block future transactions such as profit repatriation or cross-border payments.
Exiting Gracefully – Company Closure Done Right
Closing a business in Vietnam is more complex than starting one. It involves:
- Settling debts and tax liabilities
- Deregistering with the tax office
- Liquidating assets
- Canceling business licenses
- Filing closure resolutions
Corporate secretarial services in Vietnam streamline the process by coordinating with tax and planning authorities, managing document preparation, and ensuring that your exit is clean and legally recognized.
Failing to properly close a business can leave you or your parent company liable for unpaid taxes, future penalties, or being blacklisted by Vietnamese authorities.
Common Pitfalls Foreign Companies Face (and How to Avoid Them)
Some of the most frequent and costly mistakes include:
- Using outdated corporate documents
- Missing deadlines for charter capital contributions
- Ignoring sub-licensing requirements
- Failing to report changes to authorities
- Misunderstanding labor and immigration procedures
Corporate secretarial services in Vietnam exist to catch and prevent these missteps. With experienced local professionals handling your filings, your business avoids non-compliance and stays aligned with best practices.
Being proactive—not reactive—is the winning strategy in Vietnam’s compliance-heavy ecosystem.
Turning Compliance into a Competitive Advantage
Compliance in Vietnam isn’t just a box to check—it’s a business advantage. Companies that invest in robust corporate secretarial services in Vietnam enjoy smoother operations, stronger government relationships, and greater long-term stability.
By ensuring that your licenses, documents, records, and filings are always up to date, you protect your business from fines, delays, and reputation damage. More importantly, you gain the freedom to focus on growth, clients, and strategic priorities.
For foreign investors, navigating Vietnam’s regulatory waters doesn’t have to be risky or complex—so long as you have the right guide on board.
About ANT Lawyers, a Law Firm in Vietnam
We help clients overcome cultural barriers and achieve their strategic and financial outcomes, while ensuring the best interest rate protection, risk mitigation and regulatory compliance. ANT lawyers has lawyers in Ho Chi Minh city, Hanoi, and Danang, and will help customers in doing business in Vietnam.
Source: https://antlawyers.vn/update/corporate-secretarial-services-in-vietnam.html
