Annual Legal Compliance Checklist for Foreign-Invested Enterprises

Most penalties imposed on foreign-invested enterprises in Vietnam do not come from bad business decisions but from missed filings: an investment report never submitted, a related-party form left off the tax return, a foreign loan reported late. This checklist sets out the recurring legal and tax obligations of a typical foreign-invested enterprise (FIE) organised by the calendar, with the rules as they stand in 2026.

Why a calendar matters more than ever in 2026

Several of the laws that shape an FIE's compliance year changed in 2025–2026. The Law on Investment No. 143/2025/QH15 replaced the 2020 law on 1 March 2026 and is implemented by Decree 96/2026/ND-CP; the Law on Enterprises was amended by Law No. 76/2025/QH15 (in force 1 July 2025), adding beneficial-ownership duties; the Law on Personal Data Protection No. 91/2025/QH15 replaced Decree 13/2023 on 1 January 2026; and the business licence fee (lệ phí môn bài) was abolished from 1 January 2026 under Resolution 198/2025/QH15. Some obligations disappeared, others are new — an internal calendar copied from a 2024 template is now partly wrong.

January – March: closing the financial year

For an FIE whose financial year follows the calendar year, the first quarter is the heaviest.

• Investment project report (annual). An enterprise implementing an investment project must report on the implementation of the project — capital actually disbursed, business results, labour, contributions to the state budget — through the National Investment Information System. The annual report is due before 31 March of the following year; quarterly reports are due before the 10th day of the first month of the following quarter. These reports are routinely forgotten by holding-type entities that "do not really run a project", but the duty attaches to the project, not to the level of activity.
• Corporate income tax finalisation. Under the Law on Tax Administration 2019, the annual CIT finalisation return is due by the last day of the third month after the end of the financial year (31 March for a calendar year).
• Related-party disclosure. An enterprise with related-party transactions files the disclosure form (the form prescribed by Decree 255/2026/ND-CP, which replaced Decree 132/2020 from the 2026 tax year) together with the CIT finalisation return. The transfer pricing documentation (Local File, Master File where required) must be prepared before the finalisation deadline, even though it is only submitted when the tax authority asks for it. Remember the 30% of EBITDA cap on deductible net interest when finalising.
• Personal income tax finalisation by the employer. The employer finalises PIT on behalf of its employees (including foreign staff who authorise it) by the last day of the third month. Individuals who finalise directly — common for expatriates with income from several sources — have until the last day of the fourth month.
• Audited financial statements. The annual financial statements of an FIE must be audited by an independent audit firm and submitted to the tax authority, the statistics authority and the business registration authority — in practice no later than 90 days after the year end. Because the audit report is also attached to the CIT finalisation, audits should start in January, not March.

April – June: governance and profit distribution

• Owners' approval of the accounts. A joint stock company must hold its annual general meeting of shareholders within four months of the year end (extendable within the limits of the Law on Enterprises). A multi-member limited liability company's members' council must meet at least once a year. Single-member companies document the owner's decisions. Board resolutions approving the audited accounts and profit distribution are the documents banks and auditors ask for later.
• Remitting profits abroad. A foreign investor may only remit profits after the financial year in which the enterprise has fulfilled its financial obligations and has no accumulated losses, based on audited accounts and the CIT finalisation. The enterprise must notify the tax authority of the planned remittance at least seven working days before the transfer, and the money goes out through the direct investment capital account.

Throughout the year: recurring obligations

• Tax returns. VAT and PIT withholding returns monthly or quarterly depending on revenue; quarterly provisional CIT payments; e-invoices issued under the rules on invoices and documents.
• Social, health and unemployment insurance. Contributions are paid monthly under the Law on Social Insurance 2024 (in force 1 July 2025). Foreign employees with a labour contract of at least 12 months participate in compulsory social insurance, subject to the statutory exceptions (such as intra-company transferees and employees at retirement age).
• Work permits and residence. Since Decree 219/2025/ND-CP took effect on 7 August 2025, work permits are issued by the provincial People's Committee, the separate "demand explanation" step has been merged into the permit application, and the semi-annual and annual foreign-employee reports required under the old Decree 152/2020 have been abolished. What remains is a calendar of expiry dates: a work permit lasts up to two years and may be extended once, and the temporary residence card must be renewed in step with it. Start renewals 45–60 days before expiry.
• Foreign loans. Medium- and long-term offshore loans (including intra-group loans) must be registered with the State Bank of Vietnam, changes to the loan terms registered before they take effect, and periodic reports filed under Circular 12/2022/TT-NHNN. Drawing down or repaying through the wrong account, or changing the schedule without registering the amendment, are among the most frequent foreign-exchange violations.
• Changes in the enterprise. Changes to the legal representative, charter capital, address or members must be registered or notified within the deadlines of the Law on Enterprises (generally 10 days); changes to the investment project may require an amended investment registration certificate.

Obligations that are new or easy to miss

• Beneficial ownership. Since 1 July 2025, enterprises must identify their beneficial owners — the individuals who ultimately own or control them — provide that information to the business registration authority and keep it updated. For a foreign-owned group this means tracing the chain up to natural persons, not stopping at the immediate parent company. Enterprises established before that date supplement the information when they next file a registration change, according to the implementing decree.
• Personal data protection. The Law on Personal Data Protection 2025 requires an impact assessment dossier for the processing of personal data and, where data is transferred abroad (for instance to a group HR or CRM system), a cross-border transfer impact assessment. Small enterprises and start-ups have a five-year option not to apply these specific obligations; micro-enterprises are exempt, except where they provide data processing services or process sensitive data or data of a large number of people. An FIE that is part of a multinational group rarely qualifies.
• No more licence fee. The business licence fee was abolished from 1 January 2026. Delete it from the calendar — but settle any outstanding amounts for earlier years.

Practical advice

Keep a single compliance calendar owned by one person, covering tax, investment, foreign exchange, labour and corporate filings, with the legal basis next to each line. Review it every January against new legislation. Where the enterprise is run from abroad, make sure the Vietnamese legal representative — who carries personal liability for many of these obligations — receives the calendar and confirmations of each filing. Penalties for late reports are individually modest, but they accumulate and they surface at the worst moment: during due diligence, a capital increase or a profit remittance.

Quick Q&A

When is the annual investment project report due?

Before 31 March of the following year, through the National Investment Information System; quarterly reports are due before the 10th day of the first month of the next quarter.

Do FIEs still pay the business licence fee in 2026?

No. Resolution 198/2025/QH15 abolished the business licence fee from 1 January 2026; amounts owed for earlier years must still be paid.

Do we still file semi-annual reports on foreign employees?

No. Decree 219/2025/ND-CP abolished the periodic foreign-employee reports required under Decree 152/2020; work permit and residence card expiry dates still need to be tracked.

Must the financial statements of an FIE be audited?

Yes. The annual financial statements of a foreign-invested enterprise must be audited by an independent audit firm and filed with the competent authorities, in practice within 90 days of the year end.