Annual Compliance Requirements for Companies in Vietnam

Annual compliance vietnam obligations apply to every company operating in Vietnam, regardless of size or ownership structure. Foreign-invested enterprises and domestic companies alike must file tax returns, prepare audited financial statements, submit labour reports, and renew licences on a recurring calendar. Missing a deadline triggers administrative fines, and repeated failures can result in licence suspension. This guide covers the full cycle of recurring obligations, the responsible authorities, realistic timelines, cost levels, and the practical mistakes that catch foreign founders off guard.

Annual compliance in Vietnam is the set of recurring legal obligations a company must fulfil each calendar year to remain in good standing with the tax authorities, the business registration office, the labour department, and, where applicable, sector-specific regulators. These obligations are not optional extras. They are mandated under the Law on Enterprises (Law No. 59/2020/QH14), the Law on Tax Administration (Law No. 38/2019/QH14), and the Law on Accounting (Law No. 88/2015/QH13), among other instruments.

The obligations cluster into four broad categories: tax compliance, financial reporting, labour and social insurance reporting, and corporate governance filings. Each category has its own deadlines, responsible authority, and penalty regime. A company that handles tax filings correctly but neglects labour reporting, for example, still faces fines. The compliance calendar therefore needs to be managed as a whole, not piecemeal.

Foreign-invested enterprises face an additional layer. They must file with the Department of Planning and Investment (DPI) and, in many cases, with the Ministry of Industry and Trade or a sector regulator. Some investment licences carry specific reporting conditions that sit outside the standard tax and labour cycle.

Corporate income tax (CIT) is the central annual tax obligation. Under the Law on Tax Administration, companies must submit a provisional CIT return quarterly and file a final annual CIT return within 90 days of the end of the financial year. For most companies the financial year ends on 31 December, making the final CIT deadline the end of March the following year. Companies whose financial year differs must adjust accordingly.

Value added tax (VAT) is filed either monthly or quarterly depending on the company';s revenue level. The General Department of Taxation sets the threshold; companies below it file quarterly, those above file monthly. Monthly VAT returns are due by the 20th of the following month. Quarterly returns are due by the last day of the month following the quarter. A common mistake among newly established foreign-invested companies is assuming quarterly filing applies when their revenue has already crossed the monthly threshold.

Personal income tax (PIT) withheld from employees must also be declared and remitted on the same monthly or quarterly cycle as VAT. The annual PIT finalisation return, covering all employees, is due within 90 days of the financial year end. Employers who fail to finalise PIT on behalf of employees face penalties even if the underlying tax has been paid.

Licence fee declarations are due by 30 January each year. The licence fee is a flat annual charge based on charter capital or revenue level. It is modest in absolute terms but the filing itself is mandatory, and omitting it generates an automatic penalty notice.

In practice, founders should consider engaging a local tax agent from day one. The Vietnamese tax portal (eTax) requires a digital signature certificate, and the process of obtaining and renewing that certificate is a non-obvious step that delays first-time filers by several weeks.

Every company in Vietnam must prepare annual financial statements in accordance with Vietnamese Accounting Standards (VAS) or, for certain foreign-invested enterprises, International Financial Reporting Standards where permitted. The financial statements must be submitted to the tax authority within 90 days of the financial year end, alongside the annual CIT return.

Foreign-invested enterprises are subject to mandatory statutory audit under Decree No. 17/2012/ND-CP and subsequent amendments. The audit must be conducted by an independent audit firm licensed in Vietnam. The audited financial statements must be submitted to the DPI and the tax authority. Domestic companies below certain size thresholds may be exempt from mandatory audit, but the exemption does not apply to any company with foreign capital.

Many underestimate the lead time required for audit. A licensed Vietnamese audit firm typically needs four to eight weeks to complete fieldwork and issue an opinion, depending on the complexity of the company';s transactions. Companies that begin the audit process in late February for a 31 March deadline frequently miss it. The practical approach is to close the books by mid-January and engage the auditor immediately.

The financial statements must be signed by the legal representative and the chief accountant. If the legal representative is a foreign national residing abroad, obtaining a notarised signature in time is a recurring logistical challenge. Some companies address this by granting a local power of attorney to a resident director.

A non-obvious requirement is that the financial statements submitted to the tax authority and those submitted to the DPI must be identical. Discrepancies between the two sets, even minor formatting differences, have triggered audit queries and requests for clarification that delay the company';s compliance status.

Vietnam';s labour compliance cycle runs in parallel with the tax cycle and involves different authorities. The primary obligations are social insurance contributions, health insurance contributions, unemployment insurance contributions, and periodic labour reports to the Department of Labour, Invalids and Social Affairs (DOLISA).

Social insurance, health insurance, and unemployment insurance are governed by the Law on Social Insurance (Law No. 58/2014/QH13) and related decrees. Employers must register all employees with the Vietnam Social Security (VSS) agency and remit combined employer and employee contributions monthly. The contribution rates are set by regulation and apply to the employee';s monthly salary up to a statutory ceiling. Contributions are due by the last day of each month.

The annual labour report must be submitted to DOLISA by 5 December each year, covering the company';s workforce as of 30 November. The report includes headcount, employment contract types, foreign worker ratios, and training expenditure. Foreign-invested enterprises that employ foreign nationals must also hold valid work permits for each foreign employee. Work permits are issued for a maximum of two years and must be renewed before expiry. A common mistake is treating work permit renewal as a one-off task rather than a recurring compliance item tracked on the annual calendar.

Foreign labour usage reports must be submitted to DOLISA twice a year: by 5 June and by 5 December. Companies that employ no foreign nationals still need to confirm this in writing to DOLISA in some provinces, though practice varies by locality.

Occupational safety and health reporting is an additional obligation under the Law on Occupational Safety and Health (Law No. 84/2015/QH13). Companies must report workplace accidents and submit an annual occupational safety report to DOLISA by 10 January covering the preceding year.

If your company is navigating multiple overlapping labour and tax deadlines, our team can help map the full compliance calendar and assign responsibility for each filing. Contact us at info@vlolawfirm.com - we can assist with documents and filings.

Beyond tax and labour, companies in Vietnam carry recurring corporate governance obligations. These are less visible than tax deadlines but carry real penalties when missed.

The annual general meeting (AGM) of a multi-member limited liability company or a joint stock company must be held within four months of the financial year end, under the Law on Enterprises. The AGM must approve the annual financial statements, the profit distribution plan, and the appointment or re-appointment of management. Minutes must be prepared and retained. Failure to hold the AGM on time is a violation of the Law on Enterprises and can be cited during a business inspection.

Foreign-invested enterprises holding an Investment Registration Certificate (IRC) must submit an annual investment activity report to the DPI by 31 March each year. The report covers actual capital disbursement, revenue, employment, and progress against the investment objectives stated in the IRC. Companies that have not yet disbursed their full registered capital must explain the shortfall. Persistent underdisbursement can prompt the DPI to initiate a review of the investment licence.

Changes to the company';s charter capital, legal representative, registered address, or business lines must be registered with the DPI and the Business Registration Office within the statutory timeframe, typically ten business days from the decision. Many foreign founders treat these as administrative formalities and delay them, not realising that an unregistered change creates a discrepancy in the national business register that can block subsequent filings.

The enterprise seal, where used, must match the registered seal specimen on file. Using an outdated seal on official documents after a company name change, for example, invalidates those documents and requires re-execution.

The cost of annual compliance in Vietnam varies with company size, transaction volume, and whether the company uses in-house staff or outsources to a professional services firm. For a small to medium foreign-invested enterprise, professional fees for tax compliance, accounting, and audit combined typically start from the low thousands of USD per year. Larger companies with complex structures or multiple business lines pay proportionally more.

State fees for most annual filings are nominal. The substantive cost is professional time. Audit fees depend on the size of the balance sheet and the complexity of transactions. Companies with intercompany transactions, foreign currency accounts, or multiple revenue streams should budget for a more intensive audit process.

Penalties for non-compliance are set out in Decree No. 125/2020/ND-CP (tax administrative penalties) and Decree No. 12/2022/ND-CP (labour administrative penalties), among others. Tax filing penalties range from fixed administrative fines for late submission to percentage-based surcharges on unpaid tax, plus interest. Labour penalties apply per violation and can accumulate quickly if multiple employees are affected by a single procedural failure.

A practical scenario: a foreign-invested trading company misses the annual PIT finalisation deadline because its payroll provider assumed the company would handle the filing directly. The tax authority issues an administrative fine and a late-payment surcharge. The company pays both, but the compliance record now shows a violation, which complicates a subsequent application for an expanded investment licence.

A second scenario: a joint stock company holds its AGM in May instead of April, one month late. During a routine business inspection the following year, the inspector notes the late AGM in the minutes and issues a warning. The warning itself is minor, but it triggers a broader review of the company';s compliance history.

Many underestimate the cumulative effect of small procedural failures. Each individual penalty may be modest, but a pattern of late filings signals poor governance to regulators, banks, and potential investors. Building a compliance calendar at the start of each year, with named responsible parties and internal deadlines set two to three weeks before statutory deadlines, is the most effective risk management tool available.

What happens if a foreign-invested company misses the annual financial statement deadline?

Missing the 90-day deadline for submitting audited financial statements to the tax authority and the DPI triggers an administrative fine under the relevant penalty decree. The fine level depends on how late the submission is and whether it is a first or repeat offence. Beyond the fine, a late submission can delay the processing of other applications, such as capital adjustments or new investment registrations, because the DPI typically requires up-to-date financial statements before approving changes. In practice, companies that anticipate a delay should communicate proactively with their tax agent and, where possible, submit a preliminary unaudited set while the audit is completed. This does not eliminate the penalty but demonstrates good faith and can reduce the severity of regulatory scrutiny.

How long does the full annual compliance cycle take, and what does it cost?

The annual compliance cycle runs throughout the calendar year, but the most intensive period falls between January and the end of March, when CIT finalisation, PIT finalisation, audited financial statements, and the DPI investment report are all due. For a small foreign-invested enterprise, completing this peak period typically requires six to ten weeks of active work by an accountant and auditor. Professional fees for the full annual cycle, including tax compliance, payroll, and audit, generally start from the low thousands of USD for a straightforward operation. Companies with more complex structures, intercompany transactions, or multiple licences should budget for higher fees. State charges for the filings themselves are modest.

Can a foreign-invested company use IFRS instead of Vietnamese Accounting Standards?

Vietnam has been gradually expanding the scope of permitted IFRS adoption, and certain qualifying foreign-invested enterprises may apply IFRS for their financial statements. However, IFRS adoption in Vietnam requires prior approval and is subject to conditions set by the Ministry of Finance. Companies that adopt IFRS must still prepare a reconciliation or supplementary disclosure that satisfies Vietnamese tax reporting requirements, because the tax base is calculated under VAS rules. In practice, most small and medium foreign-invested enterprises continue to use VAS because the approval process for IFRS is administratively demanding and the benefits are most apparent for companies with international investors or cross-border financing arrangements.

Annual compliance in Vietnam is a multi-layered obligation spanning tax, financial reporting, labour, and corporate governance. Each layer has its own deadlines, authorities, and penalty regime. Managing the cycle proactively, with a structured calendar and clear internal ownership, is the most reliable way to avoid fines and maintain good standing with regulators.

VLO Law Firms advises international clients on annual compliance in Vietnam. We can assist with tax filings, financial statement preparation, audit coordination, labour reporting, and DPI investment reporting. To request a consultation, contact: info@vlolawfirm.com